UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNESEPTEMBER 30, 2017
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM                     TO                     
Commission File Number: 1-4364

ryderlogoeverbetterwtma17.jpg
RYDER SYSTEM, INC.
(Exact name of registrant as specified in its charter)
 
Florida59-0739250
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
  
11690 N.W. 105th Street 
Miami, Florida 33178(305) 500-3726
(Address of principal executive offices, including zip code)(Registrant’s telephone number, 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 þ        NO ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES þ        NO ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer þ
Accelerated filer ¨
Non-accelerated filer ¨
(Do not check if a smaller reporting company)
Smaller reporting company  ¨
Emerging growth company  ¨
 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) ¨ YES   þ NO

The number of shares of Ryder System, Inc. Common Stock ($0.50 par value per share) outstanding at JuneSeptember 30, 2017 was 52,983,373.52,947,715.
     


RYDER SYSTEM, INC.
FORM 10-Q QUARTERLY REPORT
TABLE OF CONTENTS
 
   
  Page No.  
  
 
  
 
   
 
   
 
   
 
   
 
   
 
  
  
  
  
 
  
  
   
 


i



PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

RYDER SYSTEM, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
(unaudited)

 
Three months ended June 30, Six months ended June 30,Three months ended September 30, Nine months ended September 30,
2017 2016 2017 20162017 2016 2017 2016
(In thousands, except per share amounts)(In thousands, except per share amounts)
Lease and rental revenues$797,014
 798,387
 $1,564,604
 1,566,141
$823,197
 803,006
 $2,387,801
 2,369,147
Services revenue871,027
 785,791
 1,722,894
 1,544,918
896,245
 801,004
 2,619,139
 2,345,922
Fuel services revenue125,173
 119,566
 253,879
 222,357
129,087
 120,408
 382,966
 342,765
Total revenues1,793,214
 1,703,744
 3,541,377
 3,333,416
1,848,529
 1,724,418
 5,389,906
 5,057,834
              
Cost of lease and rental578,389
 555,302
 1,157,151
 1,107,792
588,626
 557,901
 1,745,777
 1,665,693
Cost of services734,764
 646,129
 1,448,844
 1,277,843
761,470
 658,793
 2,210,314
 1,936,636
Cost of fuel services121,604
 115,478
 247,454
 214,379
124,562
 116,904
 372,016
 331,283
Other operating expenses27,406
 27,796
 58,677
 57,947
28,445
 27,997
 87,122
 85,944
Selling, general and administrative expenses201,626
 207,028
 403,387
 411,431
216,653
 191,337
 620,041
 602,768
Non-operating pension costs6,587
 15,420
 13,917
 22,230
6,958
 7,468
 20,875
 29,698
Used vehicle sales, net15,322
 (12,000) 14,542
 (31,129)(2,727) (1,873) 11,815
 (33,002)
Interest expense34,852
 37,268
 69,738
 75,157
34,854
 37,440
 104,591
 112,597
Miscellaneous income, net(8,028) (5,456) (12,981) (7,721)(4,655) (3,247) (17,636) (10,968)
1,712,522
 1,586,965
 3,400,729
 3,127,929
1,754,186
 1,592,720
 5,154,915
 4,720,649
Earnings from continuing operations before income taxes80,692
 116,779
 140,648
 205,487
94,343
 131,698
 234,991
 337,185
Provision for income taxes29,349

42,737
 51,026
 75,260
35,430

46,560
 86,456
 121,820
Earnings from continuing operations51,343

74,042
 89,622
 130,227
58,913

85,138
 148,535
 215,365
Loss from discontinued operations, net of tax(527) (292) (657) (683)(290) (386) (947) (1,069)
Net earnings$50,816
 73,750
 $88,965
 129,544
$58,623
 84,752
 $147,588
 214,296
              
Earnings (loss) per common share — Basic              
Continuing operations$0.97
 1.39
 $1.69
 2.45
$1.12
 1.60
 $2.81
 4.05
Discontinued operations(0.01) (0.01) (0.01) (0.01)(0.01) (0.01) (0.02) (0.02)
Net earnings$0.96
 1.39
 $1.68
 2.43
$1.11
 1.60
 $2.79
 4.03
              
Earnings (loss) per common share — Diluted              
Continuing operations$0.97
 1.38
 $1.68
 2.43
$1.11
 1.59
 $2.79
 4.02
Discontinued operations(0.01) (0.01) (0.01) (0.01)(0.01) (0.01) (0.02) (0.02)
Net earnings$0.96
 1.38
 $1.67
 2.42
$1.11
 1.59
 $2.77
 4.00
              
Cash dividends declared per common share$0.44
 0.41
 $0.88
 0.82
$0.46
 0.44
 $1.34
 1.26

See accompanying notes to Consolidated Condensed Financial Statements.

Note: EPS amounts may not be additive due to rounding.


RYDER SYSTEM, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited)

    
    
Three months ended June 30, Six months ended June 30,Three months ended September 30, Nine months ended September 30,
2017 2016 2017 20162017 2016 2017 2016
(In thousands)(In thousands)
              
Net earnings$50,816
 73,750
 $88,965
 129,544
$58,623
 84,752
 $147,588
 214,296
              
Other comprehensive income (loss):              
              
Changes in currency translation adjustment and other27,601
 (32,264) 43,343
 (18,578)27,648
 (19,296) 70,991
 (37,874)
              
Amortization of pension and postretirement items7,672
 7,446
 15,781
 14,870
7,960
 7,171
 23,741
 22,040
Income tax expense related to amortization of pension and postretirement items(2,467) (2,479) (5,512) (5,187)(2,812) (2,667) (8,324) (7,854)
Amortization of pension and postretirement items, net of tax5,205
 4,967
 10,269
 9,682
Amortization of pension and postretirement items, net of taxes5,148
 4,504
 15,417
 14,186
              
Change in net actuarial loss and prior service cost20
 (17,367) 20
 (17,367)870
 
 890
 (17,367)
Income tax benefit related to change in net actuarial loss and prior service cost180
 6,345
 180
 6,345
(260) 
 (80) 6,345
Change in net actuarial loss and prior service cost, net of taxes200
 (11,022) 200
 (11,022)610
 
 810
 (11,022)
              
Other comprehensive income (loss), net of taxes33,006
 (38,319) 53,812
 (19,918)33,406
 (14,792) 87,218
 (34,710)
              
Comprehensive income$83,822
 35,431
 $142,777
 109,626
$92,029
 69,960
 $234,806
 179,586
See accompanying notes to Consolidated Condensed Financial Statements.





RYDER SYSTEM, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(unaudited)
 
June 30,
2017
 December 31,
2016
September 30,
2017
 December 31,
2016
(Dollars in thousands, except per
share amount)
(Dollars in thousands, except per
share amount)
Assets:      
Current assets:      
Cash and cash equivalents$55,363

58,801
$65,256

58,801
Receivables, net of allowance of $12,100 and $14,915, respectively916,631

831,947
Receivables, net of allowance of $13,192 and $14,915, respectively981,702

831,947
Inventories67,239

69,529
71,328

69,529
Prepaid expenses and other current assets137,455

141,280
134,294

141,280
Total current assets1,176,688
 1,101,557
1,252,580
 1,101,557
Revenue earning equipment, net8,206,841

8,147,722
8,249,317

8,147,722
Operating property and equipment, net of accumulated depreciation of $1,167,152 and $1,128,040, respectively762,404

745,870
Operating property and equipment, net of accumulated depreciation of $1,187,188 and $1,128,040, respectively778,879

745,870
Goodwill387,922

386,772
395,120

386,772
Intangible assets, net of accumulated amortization of $54,463 and $51,578, respectively45,676

48,249
Intangible assets, net of accumulated amortization of $55,934 and $51,578, respectively44,381

48,249
Direct financing leases and other assets545,253

472,284
538,697

472,284
Total assets$11,124,784

10,902,454
$11,258,974

10,902,454
      
Liabilities and shareholders’ equity:      
Current liabilities:      
Short-term debt and current portion of long-term debt$588,852

791,410
$143,942

791,410
Accounts payable536,443

445,470
557,216

445,470
Accrued expenses and other current liabilities492,069

507,189
529,171

507,189
Total current liabilities1,617,364
 1,744,069
1,230,329
 1,744,069
Long-term debt4,795,992

4,599,864
5,205,284

4,599,864
Other non-current liabilities866,003

817,565
872,071

817,565
Deferred income taxes1,739,326

1,688,681
1,776,226

1,688,681
Total liabilities9,018,685
 8,850,179
9,083,910
 8,850,179
      
Shareholders’ equity:      
Preferred stock, no par value per share — authorized, 3,800,917; none outstanding,
June 30, 2017 or December 31, 2016

 
Common stock, $0.50 par value per share — authorized, 400,000,000; outstanding,
June 30, 2017 — 52,983,373; December 31, 2016 — 53,463,118
26,492
 26,732
Preferred stock, no par value per share — authorized, 3,800,917; none outstanding,
September 30, 2017 or December 31, 2016

 
Common stock, $0.50 par value per share — authorized, 400,000,000; outstanding,
September 30, 2017 — 52,947,715; December 31, 2016 — 53,463,118
26,474
 26,732
Additional paid-in capital1,032,688
 1,032,549
1,039,598
 1,032,549
Retained earnings1,827,139
 1,827,026
1,855,806
 1,827,026
Accumulated other comprehensive loss(780,220) (834,032)(746,814) (834,032)
Total shareholders’ equity2,106,099

2,052,275
2,175,064

2,052,275
Total liabilities and shareholders’ equity$11,124,784

10,902,454
$11,258,974

10,902,454
See accompanying notes to Consolidated Condensed Financial Statements.


RYDER SYSTEM, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)
Six months ended June 30,Nine months ended September 30,
2017 20162017 2016
(In thousands)(In thousands)
Cash flows from operating activities from continuing operations:      
Net earnings$88,965
 129,544
$147,588
 214,296
Less: Loss from discontinued operations, net of tax(657) (683)(947) (1,069)
Earnings from continuing operations89,622
 130,227
148,535
 215,365
Depreciation expense621,020
 581,043
932,772
 878,173
Used vehicle sales, net14,542
 (31,129)11,815
 (33,002)
Amortization expense and other non-cash charges, net17,058
 9,177
27,933
 20,196
Non-operating pension costs and share-based compensation expense23,979
 32,231
35,509
 43,568
Deferred income tax expense43,009
 67,031
75,279
 109,191
Changes in operating assets and liabilities:      
Receivables(75,093) (39,071)(145,090) (69,169)
Inventories2,524
 (2,633)(985) (3,524)
Prepaid expenses and other assets(1,115) (18,734)255
 (24,241)
Accounts payable7,666
 68,584
40,734
 68,599
Accrued expenses and other non-current liabilities(11,517) (33,702)39,434
 (20,094)
Net cash provided by operating activities from continuing operations731,695
 763,024
1,166,191
 1,185,062
      
Cash flows from financing activities:      
Net change in commercial paper borrowings and revolving credit facilities329,268

162,105
2,153

73,597
Debt proceeds575,528

298,254
873,302

298,254
Debt repaid(925,999)
(328,416)(938,160)
(340,707)
Dividends on common stock(47,250) (44,261)(71,564) (67,651)
Common stock issued6,007
 6,259
10,387
 9,626
Common stock repurchased(58,228) (21,899)(65,856) (25,658)
Debt issuance costs(1,285) (2,995)(1,517) (3,015)
Net cash (used in) provided by financing activities(121,959) 69,047
Net cash used in financing activities(191,255) (55,554)
      
Cash flows from investing activities:      
Purchases of property and revenue earning equipment(855,252) (1,120,182)(1,312,845) (1,511,359)
Sales of revenue earning equipment202,033
 245,681
289,432
 331,720
Sales of operating property and equipment3,960
 6,322
12,541
 6,623
Acquisitions(7,240) 
Collections on direct finance leases and other items32,829
 43,957
54,227
 60,229
Changes in restricted cash259
 886
1,694
 4,203
Net cash used in investing activities(616,171) (823,336)(962,191) (1,108,584)
      
Effect of exchange rate changes on cash3,352
 (3,415)(5,226) (5,567)
(Decrease)/Increase in cash and cash equivalents from continuing operations(3,083) 5,320
   
Increase in cash and cash equivalents from continuing operations7,519
 15,357
      
Decrease in cash and cash equivalents from discontinued operations(355) (301)(1,064) (1,308)
      
(Decrease)/Increase in cash and cash equivalents(3,438) 5,019
Increase in cash and cash equivalents6,455
 14,049
Cash and cash equivalents at January 158,801
 60,945
58,801
 60,945
Cash and cash equivalents at June 30$55,363
 65,964
Cash and cash equivalents at September 30$65,256
 74,994
See accompanying notes to Consolidated Condensed Financial Statements.
RYDER SYSTEM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(unaudited)


1. GENERAL

Interim Financial Statements

The accompanying unaudited Consolidated Condensed Financial Statements include the accounts of Ryder System, Inc. (Ryder) and all entities in which Ryder has a controlling voting interest (subsidiaries) and variable interest entities (VIEs) required to be consolidated in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The accompanying unaudited Consolidated Condensed Financial Statements have been prepared in accordance with the accounting policies described in our 2016 Annual Report on Form 10-K and should be read in conjunction with the Consolidated Financial Statements and notes thereto. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement have been included and the disclosures herein are adequate. The operating results for interim periods are unaudited and are not necessarily indicative of the results that can be expected for a full year.


2. RECENT ACCOUNTING PRONOUNCEMENTS

Share-Based CompensationDerivatives and Hedging

In MayAugust 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2017-12, Derivatives and Hedging (Topic 815), which simplifies and clarifies the accounting and disclosure for hedging activities by more closely aligning the results of cash flow and fair value hedge accounting with the risk management activities of an entity. The amendments in this update are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018, with early adoption permitted. We do not expect this standard to have an impact on our consolidated financial position, results of operations or cash flows.

Share-Based Compensation

In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting, which clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. The amendments in this update are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017, with early adoption permitted. We will adopt the standard as of January 1, 2018, on a prospective basis. We do not expect this standard to have an impact on our consolidated financial position, results of operations or cash flows.

Employee Benefits Plans

In March 2017, the FASB issued ASU No. 2017-07, Compensation-Retirement Benefits (Topic 715), Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which requires an employer to report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations. The standard is effective January 1, 2018, with early adoption as of January 1, 2017 permitted. We adopted the standard during the first quarter of 2017 and recorded the other components of net benefit cost within "Non-operating pension costs" in the Consolidated Condensed Statements of Earnings for both the current and prior year periods.
RYDER SYSTEM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)
(unaudited)



Intangibles - Goodwill and Other
     
In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment (Topic 350), which requires an entity to perform a one-step quantitative impairment test, whereby a goodwill impairment loss will be measured as the excess of a reporting unit’s carrying amount over its fair value (not to exceed the total goodwill allocated to that reporting unit). It eliminates the current two-step goodwill impairment test, under which a goodwill impairment loss is measured by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. The standard is effective January 1, 2020, with early adoption as of January 1, 2017 permitted. We adopted the standard during the first quarter of 2017 and it did not have an impact on our consolidated financial position, results of operations or cash flows.



RYDER SYSTEM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)
(unaudited)



Statement of Cash Flows

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230), which clarifies how companies present and classify certain cash receipts and cash payments in the statement of cash flows. In November 2016, the FASB issued additional guidance related to the statement of cash flows, which requires companies to explain the change during the period in the total of cash, cash equivalents, and restricted cash or restricted cash equivalents. The standard is effective January 1, 2018, with early adoption permitted. We will adopt the standard as of January 1, 2018, on a retrospective basis. We do not expect this standard to have a material impact on the presentation of our consolidated cash flows.

Leases

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which sets out the principles for the recognition, measurement, presentation and disclosure of leases. The standard requires lessees to classify leases as either finance or operating leases. This classification will determine whether the related expense will be recognized based on asset amortization and interest on the obligation or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. We do not expect the lessee requirements to have a material impact upon adoption of this standard on our consolidated financial position, results of operations or cash flows.

The new standard requirescontinues to require lessors to separate the lease component from the non-lease componentcomponent; however, it provides clarification on the scope of non-lease components (e.g., maintenance services) and. The new standard also provides more guidance on how to identify and separate the components. The lease component will be accounted for using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The non-lease component will be accounted for in accordance with the revenue recognition guidance in ASU No. 2014-09. The adoption of the new lease standard will primarily impact our ChoiceLease product line, which includes a vehicle lease as well as maintenance and other services related to the vehicle. We will generally continue to recognize revenue for the lease portion of the product line on a straight-line basis. Revenue from maintenance services will be recognized at the time the maintenance services are performed, which will generally require the deferral of some portion of the customer's lease payments when received, as maintenance services are not performed evenly over the life of a ChoiceLease contract. We will adopt the standard effective January 1, 2019, using the modified retrospective transition method. Upon adoption, we will record a cumulative-effect adjustment to recognize deferred revenue related to the maintenance services on the opening balance sheet for 2017 and restate all prior periods presented (2017 and 2018). We expect the cumulative-effect adjustment will have a significant impact on our consolidated financial position. We continue to evaluate the impact of adoption of this standard on our consolidated financial position, results of operations andoperations. We do not expect the adoption of this standard to have an impact on our cash flows.

Revenue Recognition

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which together with related, subsequently issued guidance, requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. This standard will primarily impact our lease revenue from our ChoiceLease product line, specifically the non-lease component (mainly maintenance services) of the product line. In June 2017, the FASB provided further clarification guidance on the interaction of the transition provisions of the new revenue standard and the new lease standard. Based on this clarification, we will continue to apply the existing lease accounting guidance to our lease revenue upon adoption of the revenue standard. We will adopt the revenue standard on January 1, 2018, using the full retrospective transition method. With respect to other revenue sources, we do not expect the adoption of this standard to have a material impact on our consolidated financial position, results of operations or cash flows.



RYDER SYSTEM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)
(unaudited)




This standard will primarily impact lease revenue from our ChoiceLease product line, specifically the non-lease component (primarily maintenance services). However, based on the FASB's clarification guidance issued in June 2017, on the interaction of the transition provisions of the new revenue standard and the new lease standard, we will continue to apply the existing lease accounting guidance to our lease revenue upon adoption of the revenue standard on January 1, 2018 and will adopt the new revenue standard for the maintenance and other services components of our ChoiceLease product line effective January 1, 2019.

With respect to other revenue sources, we continue to assess the impact of the following: (1) timing of recognition of variable consideration; (2) principal versus agent considerations; and (3) accounting for costs to obtain and fulfill contracts. We do not expect the adoption of this standard as it relates to other revenue sources to have a material impact on our consolidated financial position, results of operations or cash flows.


3. ACQUISITIONS

On September 29, 2017, we completed the acquisition of Dallas Service Center, Inc., an independent truck repair facility, for a purchase price of approximately $8.0 million, net of cash acquired, which includes $0.8 million in contingent consideration to be paid to the seller provided certain conditions are met.


4. REVENUE EARNING EQUIPMENT

June 30, 2017 December 31, 2016September 30, 2017 December 31, 2016
Cost 
Accumulated
Depreciation
 
Net  Book
Value(1)
 Cost 
Accumulated
Depreciation
 
Net  Book
Value(1)
Cost 
Accumulated
Depreciation
 
Net  Book
Value(1)
 Cost 
Accumulated
Depreciation
 
Net  Book
Value(1)
(In thousands)(In thousands)
Held for use:  
ChoiceLease$9,693,006
 (3,200,466) 6,492,540
 $9,486,977
 (3,031,937) 6,455,040
$9,799,028
 (3,284,267) 6,514,761
 $9,486,977
 (3,031,937) 6,455,040
Commercial rental2,532,681
 (942,127) 1,590,554
 2,499,010
 (935,346) 1,563,664
2,599,043
 (973,126) 1,625,917
 2,499,010
 (935,346) 1,563,664
Held for sale495,334
 (371,587) 123,747
 494,355
 (365,337) 129,018
417,771
 (309,132) 108,639
 494,355
 (365,337) 129,018
Total$12,721,021
 (4,514,180) 8,206,841
 $12,480,342
 (4,332,620) 8,147,722
$12,815,842
 (4,566,525) 8,249,317
 $12,480,342
 (4,332,620) 8,147,722
 ————————————
(1)
Revenue earning equipment, net includes vehicles acquired under capital leases of $36$29 million,, less accumulated depreciation of $18$14 million, at JuneSeptember 30, 2017, and $43 million, less accumulated depreciation of $22 million, at December 31, 2016.

We lease revenue earning equipment to customers for periods typically ranging from three to seven years for trucks and tractors and up to ten years for trailers. The majority of our leases are classified as operating leases. However, some of our revenue earning equipment leases are classified as direct financing leases and, to a lesser extent, sales-type leases. As of JuneSeptember 30, 2017 and December 31, 2016, the net investment in direct financing and sales-type leases was $439 million and $409 million, respectively. Our direct financing lease customers operate in a wide variety of industries, and we have no significant customer concentrations in any one industry. We assess credit risk for all of our customers including those who lease equipment under direct financing leases prior to signing a ChoiceLease contract. For those customers who are designated as high risk, we typically require security deposits to be paid in advance in order to mitigate our credit risk. Additionally, our receivables are collateralized by the vehicles, which further mitigates our credit risk.

As of JuneSeptember 30, 2017 and December 31, 2016, the amount of direct financing lease receivables past due was not significant, and there were no impaired receivables. Accordingly, we do not believe there is a material risk of default with respect to the direct financing lease receivables.
RYDER SYSTEM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)
(unaudited)


Revenue earning equipment held for sale is stated at the lower of carrying amount or fair value less costs to sell. Losses on vehicles held for sale for which carrying values exceeded fair value are recognized at the time they arrive at our used truck sales centers and are presented within “Used vehicle sales, net ”net” in the Consolidated Condensed Statements of Earnings. For revenue earning equipment held for sale, we stratify our fleet by vehicle type (trucks, tractors and trailers), weight class, age and other relevant characteristics and create classes of similar assets for analysis purposes. For a certain population of our revenue earning equipment held for sale, fair value was determined based upon recent market prices obtained from our own sales experience for sales of each class of similar assets and vehicle condition. These vehicles held for sale were classified within Level 3 of the fair value hierarchy.

RYDER SYSTEM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)
(unaudited)



The following table presents our assets held for sale that are measured at fair value on a nonrecurring basis and considered a Level 3 fair value measurement:
  
Total Losses (2)
  
Total Losses (2)
June 30, Three months ended June 30, Six months ended June 30,September 30, Three months ended September 30, Nine months ended September 30,
2017 2016 2017 2016 2017 20162017 2016 2017 2016 2017 2016
(In thousands)(In thousands)
Assets held for sale:                      
Revenue earning equipment (1):
                      
Trucks$9,026
 13,749
 $10,927
 2,570
 $16,727
 4,314
$14,081
 17,091
 $6,215
 2,528
 $22,942
 6,842
Tractors23,726
 51,795
 12,134
 9,206
 17,317
 14,088
15,448
 61,480
 1,127
 7,985
 18,444
 22,073
Trailers2,852
 3,015
 2,605
 775
 3,173
 1,437
2,279
 2,563
 1,871
 1,152
 5,044
 2,589
                      
Total assets at fair value$35,604
 68,559
 $25,666
 12,551
 $37,217
 19,839
$31,808
 81,134
 $9,213
 11,665
 $46,430
 31,504
 ————————————
(1)Assets held for sale in the above table only include the portion of revenue earning equipment held for sale where net book values exceeded fair values and fair value adjustments were recorded. The net book value of assets held for sale not exceedingwhich were less than fair value was $88$77 million and $60$76 million as of JuneSeptember 30, 2017 and 2016, respectively.
(2)Total losses represent fair value adjustments for all vehicles reclassified to held for sale throughout the period for which fair value was less than net book value.


For the three and sixnine months ended JuneSeptember 30, 2017 and 2016, the components of gains on used vehicles, net were as follows:
Three months ended June 30, Six months ended June 30,Three months ended September 30, Nine months ended September 30,
2017 2016 2017 20162017 2016 2017 2016
(In thousands)(In thousands)
Gains on vehicle sales, net$(10,344) (24,551) $(22,675) (50,968)$(11,940) (13,538) $(34,615) (64,506)
Losses from fair value adjustments25,666
 12,551
 37,217
 19,839
9,213
 11,665
 46,430
 31,504
Used vehicle sales, net$15,322
 (12,000) $14,542
 (31,129)$(2,727) (1,873) $11,815
 (33,002)
RYDER SYSTEM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)
(unaudited)




4. GOODWILL

The carrying amount of goodwill attributable to each reportable business segment was as follows:
 Fleet
Management
Solutions
 Supply
Chain
Solutions
 Dedicated
Transportation
Solutions
 Total
 (In thousands)
Balance at January 1, 2017:       
  Goodwill228,832
 40,808
 146,353
 415,993
  Accumulated impairment losses(10,322) 
 (18,899) (29,221)
 218,510
 40,808
 127,454
 386,772
Foreign currency translation adjustments943
 
 207
 1,150
Balance at June 30, 2017:       
  Goodwill229,775
 40,808
 146,560
 417,143
  Accumulated impairment losses(10,322) 
 (18,899) (29,221)
 219,453
 40,808
 127,661
 387,922

We assess goodwill for impairment on April 1st of each year or more often if deemed necessary. In the second quarter of 2017, we completed our annual goodwill impairment test. We performed qualitative assessments for three reporting units, which considered individual factors such as macroeconomic conditions, changes in our industry and the markets in which we operate as well as our historical and expected future financial performance. After performing the qualitative assessments, we concluded it was more likely than not that fair value is greater than the carrying value and determined there was no impairment.

We performed quantitative assessments on our other two reporting units, including FMS Europe, and determined there was no impairment. We estimated the fair value of the reporting units using a discounted cash flow model. The principal assumptions used in the discounted cash flow model are projected operating results, weighted-average cost of capital, and terminal value. As of April 1, 2017, there was $14 million of goodwill recorded in FMS Europe. Based on discounted cash flows, we determined the fair value of the FMS Europe reporting unit exceeded its carrying value by over 25% resulting in no impairment to goodwill. Due to this reporting unit's relatively low headroom, in the event that the financial performance of the reporting unit does not meet our expectations during 2017, we may be required to perform an interim impairment analysis with respect to the carrying value of goodwill for this reporting unit prior to our next annual test, and based on the outcome of that analysis, could be required to take a non-cash impairment charge as a result of any such test.

RYDER SYSTEM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)
(unaudited)



5. ACCRUED EXPENSES AND OTHER LIABILITIES

June 30, 2017 December 31, 2016September 30, 2017 December 31, 2016
Accrued
Expenses
 
Non-Current
Liabilities
 Total 
Accrued
Expenses
 
Non-Current
Liabilities
 Total
Accrued
Expenses
 
Non-Current
Liabilities
 Total 
Accrued
Expenses
 
Non-Current
Liabilities
 Total
(In thousands)(In thousands)
Salaries and wages$83,016
 
 83,016
 $90,913
 
 90,913
$100,273
 
 100,273
 $90,913
 
 90,913
Deferred compensation3,802
 52,021
 55,823
 2,992
 46,541
 49,533
3,990
 54,595
 58,585
 2,992
 46,541
 49,533
Pension benefits3,823
 460,551
 464,374
 3,796
 451,940
 455,736
3,842
 462,935
 466,777
 3,796
 451,940
 455,736
Other postretirement benefits1,512
 19,023
 20,535
 1,506
 19,459
 20,965
1,520
 19,163
 20,683
 1,506
 19,459
 20,965
Other employee benefits17,071
 2,625
 19,696
 29,358
 5,854
 35,212
22,678
 2,958
 25,636
 29,358
 5,854
 35,212
Insurance obligations (1)
130,833
 268,160
 398,993
 127,470
 234,336
 361,806
133,855
 261,244
 395,099
 127,470
 234,336
 361,806
Asset retirement obligations6,595
 19,810
 26,405
 5,828
 20,143
 25,971
Operating taxes94,140
 
 94,140
 92,150
 
 92,150
99,086
 
 99,086
 92,150
 
 92,150
Income taxes683
 25,267
 25,950
 4,197
 23,174
 27,371
2,570
 24,623
 27,193
 4,197
 23,174
 27,371
Interest27,054
 
 27,054
 27,277
 
 27,277
26,066
 
 26,066
 27,277
 
 27,277
Customer deposits64,193
 4,188
 68,381
 61,225
 4,569
 65,794
66,302
 4,089
 70,391
 61,225
 4,569
 65,794
Deferred revenue16,675
 
 16,675
 14,064
 
 14,064
14,997
 
 14,997
 14,064
 
 14,064
Other49,267
 34,168
 83,435
 52,241
 31,692
 83,933
47,397
 22,654
 70,051
 46,413
 11,549
 57,962
Total$492,069
 866,003
 1,358,072
 $507,189
 817,565
 1,324,754
$529,171
 872,071
 1,401,242
 $507,189
 817,565
 1,324,754
 ————————————
(1)Insurance obligations are primarily comprised of self-insured claim liabilities.
RYDER SYSTEM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)
(unaudited)



6. DEBT
Weighted-Average
Interest Rate
      
Weighted-Average
Interest Rate
      
June 30,
2017
 December 31,
2016
 Maturities June 30,
2017
 December 31,
2016
September 30,
2017
 December 31,
2016
 Maturities September 30,
2017
 December 31,
2016
      (In thousands)      (In thousands)
Short-term debt and current portion of long-term debt:        
Short-term debt1.39% 1.07% 
 $136,016
 177,629
1.57% 1.07% 
 $59,410
 177,629
Current portion of long-term debt 452,836
 613,781
 84,532
 613,781
Total short-term debt and current portion of long-term debtTotal short-term debt and current portion of long-term debt 588,852
 791,410
Total short-term debt and current portion of long-term debt 143,942
 791,410
Long-term debt:        
U.S. commercial paper (1)
1.29% 0.87% 2020 724,618
 342,480
1.44% 0.87% 2020 468,540
 342,480
Global revolving credit facility—% 2.06% 2020 
 4,703
3.20% 2.06% 2020 7,596
 4,703
Unsecured U.S. notes — Medium-term notes (1)
2.71% 2.67% 2017-2025 3,713,858
 4,113,421
2.69% 2.67% 2017-2025 4,013,602
 4,113,421
Unsecured U.S. obligations2.45% 2.19% 2018 50,000
 50,000
2.52% 2.19% 2018 50,000
 50,000
Unsecured foreign obligations1.50% 1.55% 2017-2020 223,707
 232,092
1.50% 1.55% 2017-2020 229,030
 232,092
Asset-backed U.S. obligations (2)
1.85% 1.80% 2017-2024 527,476
 459,876
1.85% 1.80% 2017-2024 516,009
 459,876
Capital lease obligations3.29% 3.17% 2017-2023 22,894
 24,184
3.45% 3.17% 2017-2023 21,859
 24,184
Total before fair market value adjustment 5,262,553
 5,226,756
 5,306,636
 5,226,756
Fair market value adjustment on notes subject to hedging (3)
Fair market value adjustment on notes subject to hedging (3)
 100
 1,110
Fair market value adjustment on notes subject to hedging (3)
 (2,058) 1,110
Debt issuance costs (13,825) (14,221) (14,762) (14,221)
 5,248,828
 5,213,645
 5,289,816
 5,213,645
Current portion of long-term debt (452,836) (613,781) (84,532) (613,781)
Long-term debt 4,795,992
 4,599,864
 5,205,284
 4,599,864
Total debt $5,384,844
 5,391,274
 $5,349,226
 5,391,274
 ————————————
(1)Amounts are net of unamortized original issue discounts of $7 million at JuneSeptember 30, 2017 and December 31, 2016.
(2)Asset-backed U.S. obligations are related to financing transactions involvingbacked by a portion of our revenue earning equipment.
(3)The notional amount of the executed interest rate swaps designated as fair value hedges was $675 million and $825 million at JuneSeptember 30, 2017 and December 31, 2016, respectively.

We maintain a $1.2 billion global revolving credit facility with a syndicate of twelve lending institutions led by Bank of America N.A., Bank of Tokyo-Mitsubishi UFJ, Ltd., BNP Paribas, Mizuho Corporate Bank, Ltd., Royal Bank of Canada, Lloyds Bank Plc, U.S. Bank National Association and Wells Fargo Bank, N.A. The facility expires in January 2020. The agreement provides for annual facility fees which range from 7.5 basis points to 25 basis points based on Ryder's long-term credit ratings. The annual facility fee is currently 10 basis points, which applies to the total facility size of $1.2 billion.

The credit facility is used primarily to finance working capital but can also be used to issue up to $75$75 million in letters of credit (there were no letters of credit outstanding against the facility at JuneSeptember 30, 2017). At our option, the interest rate on borrowings under the credit facility is based on LIBOR, prime, federal funds or local equivalent rates. The credit facility contains no provisions limiting its availability in the event of a material adverse change to Ryder’s business operations; however, the credit facility does contain standard representations and warranties, events of default, cross-default provisions and certain affirmative and negative covenants.

In order to maintain availability of funding, we must maintain a ratio of debt to consolidated net worth of less than or equal to 300%. Net worth, as defined in the credit facility, represents shareholders' equity excluding any accumulated other comprehensive income or loss associated with our pension and other postretirement plans. The ratio at JuneSeptember 30, 2017, was 198%192%. At JuneSeptember 30, 2017, there was $339$664 million available under the credit facility.

RYDER SYSTEM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)
(unaudited)



Our global revolving credit facility enables us to refinance short-term obligations on a long-term basis. Short-term commercial paper obligations not expected to require the use of working capital are classified as long-term obligations, as we have both the intent and ability to refinance on a long-term basis. In addition, we have the intent and ability to refinance the current portion of certain long-term debt on a long-term basis. At JuneSeptember 30, 2017,, we classified $725$469 million of short-term commercial paper and $50 million of the current portion of long-term debt as long-term debt. At December 31, 2016, we classified $342 million of short-term commercial paper and $350 million of the current portion of long-term debt as long-term debt.

In August 2017, we issued $300 million of unsecured medium-term notes maturing in September 2022. In February 2017, we issued $300 million of unsecured medium-term notes maturing in March 2022. The proceeds from these notes were used to pay off maturing debt and for general corporate purposes. If these notes are downgraded below investment grade following, andor as a result of, a change in control, the note holders can require us to repurchase all or a portion of the notes at a purchase price equal to 101% of principal value plus accrued and unpaid interest.

In June 2017, we received $98 million from financing transactions backed by a portion of our revenue earning equipment. The proceeds from these transactions were used for general corporate purposes. We have provided end of term guarantees for the residual value of the revenue earning equipment in these transactions. The transaction proceeds, along with the end of term residual value guarantees, have been included within "asset-backed U.S. obligations" in the preceding table.

We have a trade receivables purchase and sale program, pursuant to which we sell certain of our domestic trade accounts receivable to a bankruptcy remote, consolidated subsidiary of Ryder, that in turn sells, on a revolving basis, an ownership interest in certain of these accounts receivable to a committed purchaser. The subsidiary is considered a VIE and is consolidated based on our control of the entity’s activities. We use this program to provide additional liquidity to fund our operations, particularly when it is cost effective to do so. The costs under the program may vary based on changes in interest rates. The available proceeds that may be received under the program are limited to $175 million. The program was renewed in October 2016.2017. If no event occurs which causes early termination, the 364-day program will expire on October 23, 2017.22, 2018. The program contains provisions restricting its availability in the event of a material adverse change to our business operations or the collectibility of the collateralized receivables. Sales of receivables under this program are accounted for as secured borrowings based on our continuing involvement in the transferred assets. No amounts were outstanding under the program at JuneSeptember 30, 2017 or December 31, 2016.

At JuneSeptember 30, 2017 and December 31, 2016, we had letters of credit and surety bonds outstanding totaling $358$357 million and $354 million, respectively, which primarily guarantee the payment of insurance claims.

The fair value of total debt (excluding capital lease and asset-backed U.S. obligations) at JuneSeptember 30, 2017 and December 31, 2016 was approximately $4.91$4.89 billion and $4.97 billion, respectively. For publicly-traded debt, estimates of fair value were based on market prices. For other debt, fair value was estimated based on a model-driven approach using rates currently available to us for debt with similar terms and remaining maturities. The fair value measurements of our publicly-traded debt and other debt were classified within Level 2 of the fair value hierarchy. The carrying amounts reported in the Consolidated Condensed Balance Sheets for “Cash and cash equivalents,” “Receivables, net” and “Accounts payable” approximate fair value because of the immediate or short-term maturities of these financial instruments.

RYDER SYSTEM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)
(unaudited)



7. DERIVATIVES

From time to time, we enter into interest rate derivative contracts to manage our fixed and variable interest rate exposure and to better align the repricing of debt instruments to that of our portfolio of assets. We assess the risk that changes in interest rates will have either on the fair value of debt obligations or on the amount of future interest payments by monitoring changes in interest rate exposures and by evaluating hedging opportunities. We regularly monitor interest rate risk attributable to both our outstanding and forecasted debt obligations as well as any offsetting hedge positions. This risk management process involves the use of analytical techniques, including cash flow sensitivity analyses, to estimate the expected impact of changes in interest rates on our future cash flows.
 
As of JuneSeptember 30, 2017, we had interest rate swaps outstanding, which are designated as fair value hedges for certain debt obligations, with a total notional value of $675$825 million and maturities through 2020.2022. Interest rate swaps are measured at fair value on a recurring basis using Level 2 fair value inputs. The fair value amounts of the interest rate swaps are recorded in "Direct financing leases and other assets" and "Other non-current liabilities" in our Consolidated Condensed Balance Sheets. As of JuneSeptember 30, 2017, these amounts are not material to our consolidated financial position or results of operations and have not changed significantly from the amounts reported at December 31, 2016. Changes in the fair value of our interest rate swaps were offset by changes in the fair value of the hedged debt instruments. Accordingly, there was no ineffectiveness related to the interest rate swaps.


8. SHARE REPURCHASE PROGRAMS

In December 2015, our Board of Directors authorized a share repurchase program intended to mitigate the dilutive impact of shares issued under our employee stock plans (the program).  Under the program, management is authorized to repurchase (i) up to 1.5 million shares of common stock, the sum of which will not exceed the number of shares issued to employees under Ryder's employee stock plans from December 1, 2015 to December 9, 2017, plus (ii) 0.5 million shares issued to employees that were not repurchased under Ryder's previous share repurchase program.  The program limits aggregate share repurchases to no more than 2 million shares of Ryder common stock.  Share repurchases of common stock are made periodically in open-market transactions and are subject to market conditions, legal requirements and other factors. Management may establish prearranged written plans for Ryder under Rule 10b5-1 of the Securities Exchange Act of 1934 as part of the program, which allow for share repurchases during Ryder’s quarterly blackout periods as set forth in the trading plan. 

During the sixnine months ended JuneSeptember 30, 2017 and JuneSeptember 30, 2016, we repurchased approximately 828,000933,000 shares for $58.2$65.9 million and 322,000380,000 shares for $21.9$25.7 million, respectively.

RYDER SYSTEM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)
(unaudited)




9. ACCUMULATED OTHER COMPREHENSIVE LOSS

The following summary sets forth the components of accumulated other comprehensive loss, net of tax:
 
Currency
Translation
Adjustments and Other
 
Net Actuarial
Loss (1)
 
Prior Service (Cost)/
Credit (1)
 
Accumulated
Other
Comprehensive
Loss
 
Currency
Translation
Adjustments and Other
 
Net Actuarial
Loss (1)
 
Prior Service (Cost)/
Credit (1)
 
Accumulated
Other
Comprehensive
Loss
 (In thousands) (In thousands)
December 31, 2016 $(206,610) (620,292) (7,130) (834,032) $(206,610) (620,292) (7,130) (834,032)
Amortization 
 10,159
 110
 10,269
 
 15,252
 165
 15,417
Other current period change 43,343
 200
 
 43,543
 70,991
 810
 
 71,801
June 30, 2017 $(163,267) (609,933) (7,020) (780,220)
September 30, 2017 $(135,619) (604,230) (6,965) (746,814)

 
Currency
Translation
Adjustments and Other
 
Net Actuarial
Loss (1)
 
Prior Service
Credit (1)
 
Accumulated
Other
Comprehensive
Loss
 
Currency
Translation
Adjustments and Other
 
Net Actuarial
Loss (1)
 
Prior Service
Credit (1)
 
Accumulated
Other
Comprehensive
Loss
 (In thousands) (In thousands)
December 31, 2015 $(136,020) (576,993) 278
 (712,735) $(136,020) (576,993) 278
 (712,735)
Amortization 
 9,754
 (72) 9,682
 
 14,052
 134
 14,186
Other current period change (18,578) (5,597) (5,425) (29,600) (37,874) (5,495) (5,527) (48,896)
June 30, 2016 $(154,598) (572,836) (5,219) (732,653)
September 30, 2016 $(173,894) (568,436) (5,115) (747,445)
_______________________ 
(1)These amounts are included in the computation of net pension expense. See Note 12, "Employee Benefit Plans," for further information.

The gain from currency translation adjustments in the sixnine months ended JuneSeptember 30, 2017 of $43.3$71.0 million was primarily due to the strengthening of the British Pound and the Canadian Dollar against the U.S. Dollar. The loss from currency translation adjustments in the sixnine months ended JuneSeptember 30, 2016 of $18.6$37.9 million was due to the weakening of the British Pound against the U.S. Dollar, partially offset by the strengthening of the Canadian Dollar against the U.S. Dollar.


RYDER SYSTEM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS �� (Continued)
(unaudited)



10. EARNINGS PER SHARE

The following table presents the calculation of basic and diluted earnings per common share from continuing operations:
Three months ended June 30, Six months ended June 30,Three months ended September 30, Nine months ended September 30,
2017 2016 2017 20162017 2016 2017 2016
(In thousands, except per share amounts)(In thousands, except per share amounts)
Earnings per share — Basic:              
Earnings from continuing operations$51,343
 74,042
 $89,622
 130,227
$58,913
 85,138
 $148,535
 215,365
Less: Earnings allocated to unvested stock(186) (235) (317) (398)(222) (261) (536) (674)
Earnings from continuing operations available to common shareholders — Basic$51,157
 73,807
 $89,305
 129,829
$58,691
 84,877
 $147,999
 214,691
              
Weighted average common shares outstanding — Basic52,663
 53,057
 52,804
 53,067
52,405
 52,953
 52,671
 53,029
              
Earnings from continuing operations per common share — Basic$0.97
 1.39
 $1.69
 2.45
$1.12
 1.60
 $2.81
 4.05
              
Earnings per share — Diluted:              
Earnings from continuing operations$51,343
 74,042
 $89,622
 130,227
$58,913
 85,138
 $148,535
 215,365
Less: Earnings allocated to unvested stock(186) (234) (317) (397)(222) (260) (536) (672)
Earnings from continuing operations available to common shareholders — Diluted$51,157
 73,808
 $89,305
 129,830
$58,691
 84,878
 $147,999
 214,693
              
Weighted average common shares outstanding — Basic52,663
 53,057
 52,804
 53,067
52,405
 52,953
 52,671
 53,029
Effect of dilutive equity awards244
 320
 348
 303
371
 338
 356
 315
Weighted average common shares outstanding — Diluted52,907
 53,377
 53,152
 53,370
52,776
 53,291
 53,027
 53,344
              
Earnings from continuing operations per common share — Diluted$0.97
 1.38
 $1.68
 2.43
$1.11
 1.59
 $2.79
 4.02
              
Anti-dilutive equity awards not included above1,231
 699
 911
 928
843
 653
 889
 836
RYDER SYSTEM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)
(unaudited)



11. SHARE-BASED COMPENSATION PLANS

Share-based incentive awards are provided to employees under the terms of various share-based compensation plans (collectively, the “Plans”). The Plans are administered by the Compensation Committee of the Board of Directors and principally include at-the-money stock options, unvested stock and cash awards. Unvested stock awards include grants of market-based, performance-based and time-vested restricted stock rights. Under the terms of our Plans, dividends are not paid unless the stock award vests. Upon vesting, the amount of the dividends paid is equal to the aggregate dividends declared on common shares during the period from the grant date of the award until the date the shares underlying the award are delivered.

The following table provides information on share-based compensation expense and income tax benefits recognized during the periods:
Three months ended June 30, Six months ended June 30,Three months ended September 30, Nine months ended September 30,
2017 2016 2017 20162017 2016 2017 2016
(In thousands)(In thousands)
Stock option and stock purchase plans$1,953
 1,904
 $3,858
 3,777
$1,953
 1,633
 $5,811
 5,410
Unvested stock3,154
 3,209
 6,204
 6,224
2,618
 2,237
 8,823
 8,460
Share-based compensation expense5,107
 5,113

10,062

10,001
4,571
 3,870

14,634

13,870
Income tax benefit(1,760) (1,715) (3,482) (3,370)(1,608) (1,321) (5,090) (4,691)
Share-based compensation expense, net of tax$3,347
 3,398

$6,580

6,631
$2,963
 2,549

$9,544

9,179

The following table is a summary of compensation expense recognized for market-based cash awards in addition to the share-based compensation expense reported in the previous table:
 Three months ended June 30, Six months ended June 30,
 2017 2016 2017 2016
 (In thousands)
Cash awards$44
 177
 $121
 328
 Three months ended September 30, Nine months ended September 30,
 2017 2016 2017 2016
 (In thousands)
Cash awards$124
 119
 $245
 447

Total unrecognized pre-tax compensation expense related to all share-based compensation arrangements at JuneSeptember 30, 2017 was $29.2$23.3 million and is expected to be recognized over a weighted-average period of 2.11.9 years.

The following table is a summary of the awards granted under the Plans during the periods presented:
Six months ended June 30,Nine months ended September 30,
2017 20162017 2016
(Shares in thousands)(Shares in thousands)
Stock options465
 513
465
 513
Market-based restricted stock rights46
 34
46
 34
Performance-based restricted stock rights79
 45
79
 45
Time-vested restricted stock rights107
 129
110
 129
Total697

721
700

721

RYDER SYSTEM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)
(unaudited)



12. EMPLOYEE BENEFIT PLANS

Components of net pension expense were as follows:
Three months ended June 30, Six months ended June 30,Three months ended September 30, Nine months ended September 30,
2017 2016 2017 20162017 2016 2017 2016
(In thousands)(In thousands)
Pension Benefits              
Company-administered plans:              
Service cost$3,017
 3,005
 $6,266
 6,405
$3,165
 2,660
 $9,431
 9,065
Interest cost21,426
 27,093
 42,915
 49,332
21,609
 22,754
 64,524
 72,086
Expected return on plan assets(22,712) (22,667) (45,190) (45,752)(22,822) (22,601) (68,012) (68,353)
Amortization of:              
Net actuarial loss8,077
 8,600
 16,527
 16,565
8,336
 7,324
 24,863
 23,889
Prior service cost121
 2,740
 266
 2,740
133
 320
 399
 3,060
9,929
 18,771
 20,784
 29,290
10,421
 10,457
 31,205
 39,747
Union-administered plans2,621
 2,406
 5,123
 4,728
7,873
 2,493
 12,996
 7,221
Net pension expense$12,550
 21,177
 $25,907
 34,018
$18,294
 12,950
 $44,201
 46,968
              
Company-administered plans:              
U.S.$10,547
 19,263
 $21,858
 30,437
$10,929
 10,952
 $32,787
 41,389
Non-U.S.(618) (492) (1,074) (1,147)(508) (495) (1,582) (1,642)
9,929
 18,771
 20,784
 29,290
10,421
 10,457
 31,205
 39,747
Union-administered plans2,621
 2,406
 5,123
 4,728
7,873
 2,493
 12,996
 7,221
Net pension expense$12,550
 21,177
 $25,907
 34,018
$18,294
 12,950
 $44,201
 46,968
              

During the sixnine months ended JuneSeptember 30, 2017, we contributed $7.2$10.6 million to our pension plans. In 2017, the expected total contributions to our pension plans are approximately $23$22 million. We also maintain other postretirement benefit plans that are not reflected in the above table. The amount of postretirement benefit expense was not material for the three or sixnine months ended JuneSeptember 30, 2017.

During the third quarter of 2017, we recorded an estimated pension settlement charge of $5.5 million for the exit from a U.S. multi-employer pension plan. This charge was recorded within “Selling, general, and administrative expenses” in our Consolidated Condensed Statement of Earnings and is included in the Union-administered plans expense.

During the second quarter of 2016, we determined that certain pension benefit improvements made in 2009 had not been fully reflected in our projected benefit obligation. Because the amounts were not material to our consolidated financial statements in any individual period, and the cumulative amount was not material to 2016 results, we recognized a one-time, non-cash charge of $7.7 million in "Selling, general and administrative expenses" and a $12.8 million pre-tax increase to “Accumulated other comprehensive loss” in our second quarter 2016 consolidated condensed financial statements to correctly state the pension benefit obligation and account for these 2009 benefit improvements.





RYDER SYSTEM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)
(unaudited)





13. OTHER ITEMS IMPACTING COMPARABILITY

Our primary measure of segment performance as shown in Note 16, "Segment Reporting," excludes certain items we do not believe are representative of the ongoing operations of the segment. Excluding these items from our segment measure of performance allows for better year over year comparison:
Three months ended June 30, Six months ended June 30,Three months ended September 30, Nine months ended September 30,
2017 2016 2017 20162017 2016 2017 2016
(In thousands)(In thousands)
Pension settlement charge (1)
$5,454
 
 $5,454
 
Fees related to cost-savings program4,255
 
 4,255
 
Operating tax adjustment$
 
 $2,205
 

 
 2,205
 
Restructuring(2,574) 
 (2,574) 

 
 (2,574) 
Pension-related adjustments (1)


 7,650
 
 7,650

 
 
 7,650
Restructuring and other items, net$(2,574) 7,650
 $(369) 7,650
$9,709
 
 $9,340
 7,650
_______________
(1)Refer to Note 12, Employee Benefit Plans for additional information.

During the secondthird quarter of 2017, we realized restructuring creditsincurred charges of $2.6$4.3 million related to the gains on sale of certain UK facilities that were closed as part of prior year restructuring activities.consulting fees associated with a cost-savings program. These items were reflected within "Miscellaneous income, net"“Selling, general and administrative expenses” in our Consolidated Condensed Statement of Earnings.

During the first quarter of 2017, we determined that certain operating tax expenses related to prior periods had not been recognized in prior period earnings. We recorded a one-time charge of $2.2 million within “Selling, general and administrative expenses” in our Consolidated Condensed Statement of Earnings as the impact of the adjustment was not material to our consolidated condensed financial statements in any individual prior period, and the cumulative amount was not material to the first quarter 2017 results.

During the second quarter of 2017, we realized restructuring credits of $2.6 million related to the gains on sale of certain UK facilities that were closed as part of prior year restructuring activities. These items were reflected within "Miscellaneous income, net" in our Consolidated Condensed Statement of Earnings.


14.  OTHER MATTERS

We are a party to various claims, complaints and proceedings arising in the ordinary course of our continuing business operations including, but not limited to, those relating to commercial and employment claims, environmental matters, risk management matters (e.g., vehicle liability, workers’ compensation, etc.) and administrative assessments primarily associated with operating taxes. We have established loss provisions for matters in which losses are probable and can be reasonably estimated. We believe that the resolution of these claims, complaints and legal proceedings will not have a material effect on our consolidated condensed financial statements.

Our estimates regarding potential losses and materiality are based on our judgment and assessment of the claims utilizing currently available information. Although we will continue to reassess our reserves and estimates based on future developments, our objective assessment of the legal merits of such claims may not always be predictive of the outcome and actual results may vary from our current estimates.

RYDER SYSTEM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)
(unaudited)



15. SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental cash flow information was as follows:
Six months ended June 30,Nine months ended September 30,
2017 20162017 2016
(In thousands)(In thousands)
Interest paid$66,188
 71,141
$99,889
 100,903
Income taxes paid9,086
 10,233
10,596
 12,250
Changes in accounts payable related to purchases of revenue earning equipment77,717
 (105,480)(63,184) (107,177)
Operating and revenue earning equipment acquired under capital leases3,424
 777
6,209
 947


16. SEGMENT REPORTING

Our operating segments are aggregated into reportable business segments based upon similar economic characteristics, products, services, customers and delivery methods. We report our financial performance in three business segments: (1) Fleet Management Solutions (FMS), which provides leasing, commercial rental and maintenance of trucks, tractors and trailers to customers principally in the U.S., Canada and the U.K.; (2) Dedicated Transportation Solutions (DTS), which provides vehicles and drivers as part of a dedicated transportation solution in the U.S.; and (3) Supply Chain Solutions (SCS), which provides comprehensive supply chain solutions including distribution and transportation services in North America and Asia. Dedicated transportation services provided as part of an integrated, multi-service, supply chain solution to SCS customers are reported in the SCS business segment.

Our primary measurement of segment financial performance, defined as segment “Earnings Before Tax” (EBT) from continuing operations, includes an allocation of Central Support Services (CSS) and excludes non-operating pension costs and restructuring and other items, net, as discussed in Note 13, "Other Items Impacting Comparability." CSS represents those costs incurred to support all business segments, including human resources, finance, corporate services, public affairs, information technology, health and safety, legal, marketing and corporate communications. The objective of the EBT measurement is to provide clarity on the profitability of each segment and, ultimately, to hold leadership of each segment accountable for their allocated share of CSS costs. Certain costs are considered to be overhead not attributable to any segment and remain unallocated in CSS. Included among the unallocated overhead remaining within CSS are the costs for investor relations, public affairs and certain executive compensation. CSS costs attributable to the business segments are predominantly allocated to FMS, DTS and SCS as follows:

Finance, corporate services, and health and safety — allocated to each segment based upon estimated and planned resource utilization;utilization for each segment;

Human resources — individual costs within this category are allocated under various methods, including allocation based on estimated utilization and number of personnel supported;supported for each segment;

Information technology — principally allocated based upon utilization-related metrics such as number of users or minutes of CPU time. Customer-related project costs and expenses are allocated to the business segment responsible for the project; and

Other — represents legal and other centralized costs and expenses including certain share-based incentive compensation costs. Expenses, whereSuch expenses, if allocated to a segment, are based primarily on the number of personnel supported.supported in each segment.







RYDER SYSTEM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)
(unaudited)


Our FMS segment leases revenue earning equipment and provides fuel, maintenance and other ancillary services to the DTS and SCS segments. Inter-segment revenue and EBT are accounted for at rates similar to those executed with third parties. EBT related to inter-segment equipment and services billed to DTS and SCS customers (equipment contribution) are included in both FMS and the segment that served the customer and then eliminated (presented as “Eliminations”)“Eliminations" in the table below). 

The following tables set forth financial information for each of our segments and provide a reconciliation between segment EBT and earnings from continuing operations before income taxes for the three and sixnine months ended JuneSeptember 30, 2017 and 2016. Segment results are not necessarily indicative of the results of operations that would have occurred had each segment been an independent, stand-alone entity during the periods presented. Prior period Segment EBT amounts and non-operating pension costs have been reclassified to conform to the current period presentation. These reclassifications were immaterial to the financial statements taken as a whole.
FMS DTS SCS Eliminations TotalFMS DTS SCS Eliminations Total
(In thousands)(In thousands)
For the three months ended June 30, 2017        
For the three months ended September 30, 2017For the three months ended September 30, 2017        
Revenue from external customers$1,049,878
 272,612
 470,724
 
 1,793,214
$1,080,191
 272,334
 496,004
 
 1,848,529
Inter-segment revenue113,701
 
 
 (113,701) 
115,607
 
 
 (115,607) 
Total revenue$1,163,579
 272,612
 470,724
 (113,701) 1,793,214
$1,195,798
 272,334
 496,004
 (115,607) 1,848,529
                  
Segment EBT$68,090
 14,849
 25,858
 (12,373) 96,424
$100,693
 13,770
 22,052
 (14,464) 122,051
Unallocated CSS        (11,719)        (11,041)
Non-operating pension costs (1)
        (6,587)        (6,958)
Restructuring and other items, net(1)        2,574
        (9,709)
Earnings from continuing operations before income taxes        $80,692
        $94,343
                  
Segment capital expenditures paid (2)
$480,340
 343
 7,136
 
 487,819
$431,093
 1,878
 16,705
 
 449,676
Unallocated CSS capital expenditures paid        6,094
        7,917
Capital expenditures paid        $493,913
        $457,593
                  
                  
For the three months ended June 30, 2016        
For the three months ended September 30, 2016For the three months ended September 30, 2016        
Revenue from external customers$1,043,430
 258,262
 402,052
 
 1,703,744
$1,046,599
 260,921
 416,898
 
 1,724,418
Inter-segment revenue108,083
 
 
 (108,083) 
108,412
 
 
 (108,412) 
Total revenue$1,151,513
 258,262
 402,052
 (108,083) 1,703,744
$1,155,011
 260,921
 416,898
 (108,412) 1,724,418
                  
Segment EBT$111,155
 16,460
 28,362
 (12,766) 143,211
$112,507
 17,584
 30,956
 (12,606) 148,441
Unallocated CSS        (11,012)        (9,275)
Non-operating pension costs (1)
        (7,770)        (7,468)
Pension-related charge (3)
        (7,650)
Earnings from continuing operations before income taxes        $116,779
        $131,698
                  
Segment capital expenditures paid (2)
$502,040
 363
 37,139
 
 539,542
Segment capital expenditures paid$375,779
 1,060
 8,181
 
 385,020
Unallocated CSS capital expenditures paid        5,609
        6,157
Capital expenditures paid        $545,151
        $391,177
 ————————————
(1)Non-operating pension costs include the amortization of net actuarial loss and prior service costs, interest cost and expected return on plan assets components of pension and postretirement benefit costs.Refer to Note 13, Other Items Impacting Comparability for additional information.
(2)Excludes revenue earning equipment acquired under capital leases.
(3)During the second quarter of 2016, we determined that certain pension benefit improvements made in 2009 were not fully reflected in our projected benefit obligation. We recognized a charge of $7.7 million related to these benefit improvements.




RYDER SYSTEM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)
(unaudited)



FMS DTS SCS Eliminations TotalFMS DTS SCS Eliminations Total
(In thousands)(In thousands)
For the six months ended June 30, 2017        
For the nine months ended September 30, 2017For the nine months ended September 30, 2017        
Revenue from external customers$2,068,618
 539,286
 933,473
 
 3,541,377
$3,148,809
 811,620
 1,429,477
 
 5,389,906
Inter-segment revenue227,431
 
 
 (227,431) 
343,038
 
 
 (343,038) 
Total revenue$2,296,049
 539,286
 933,473
 (227,431) 3,541,377
$3,491,847
 811,620
 1,429,477
 (343,038) 5,389,906
                  
Segment EBT$120,280
 26,122
 53,307
 (23,589) 176,120
$220,973
 39,892
 75,359
 (38,053) 298,171
Unallocated CSS        (21,924)        (32,965)
Non-operating pension costs (1)
        (13,917)        (20,875)
Restructuring and other items, net(1)        369
        (9,340)
Earnings from continuing operations before income taxes        $140,648
        $234,991
                  
Segment capital expenditures paid (2)
$824,695
 1,111
 18,134
 
 843,940
$1,255,789
 2,989
 34,839
 
 1,293,617
Unallocated CSS capital expenditures paid        11,312
        19,228
Capital expenditures paid        $855,252
        $1,312,845
                  
                  
For the six months ended June 30, 2016        
For the nine months ended September 30, 2016For the nine months ended September 30, 2016        
Revenue from external customers$2,039,545
 503,104
 790,767
 
 3,333,416
$3,086,144
 764,025
 1,207,665
 
 5,057,834
Inter-segment revenue209,896
 
 
 (209,896) 
318,308
 
 
 (318,308) 
Total revenue$2,249,441
 503,104
 790,767
 (209,896) 3,333,416
$3,404,452
 764,025
 1,207,665
 (318,308) 5,057,834
                  
Segment EBT$194,047
 30,716
 48,149
 (24,510) 248,402
$306,554
 48,300
 79,105
 (37,116) 396,843
Unallocated CSS        (20,685)        (29,960)
Non-operating pension costs (1)
        (14,580)        (22,048)
Pension-related charge (3)

        (7,650)
Pension-related charge (2)

        (7,650)
Earnings from continuing operations before income taxes        $205,487
        $337,185
                  
Segment capital expenditures paid (2)
$1,062,325
 880
 44,462
 
 1,107,667
$1,438,104
 1,940
 52,643
 
 1,492,687
Unallocated CSS capital expenditures paid        12,515
        18,672
Capital expenditures paid        $1,120,182
        $1,511,359
 ————————————
(1)Non-operating pension costs include the amortization of net actuarial loss and prior service costs, interest cost and expected return on plan assets components of pension and postretirement benefit costs.Refer to Note 13, Other Items Impacting Comparability for additional information.
(2)Excludes revenue earning equipment acquired under capital leases.
(3)During the second quarter of 2016, we determined that certain pension benefit improvements made in 2009 were not fully reflected in our projected benefit obligation. We recognized a charge of $7.7 million related to these benefit improvements.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS



OVERVIEW

The following Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) should be read in conjunction with the unaudited Consolidated Condensed Financial Statements and notes thereto included under Item 1. In addition, reference should be made to our audited Consolidated Financial Statements and notes thereto and related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the 2016 Annual Report on Form 10-K.

Ryder System, Inc. (Ryder) is a global leader in transportation and supply chain management solutions. We report our financial performance based on three segments: (1) Fleet Management Solutions (FMS), which provides leasing, commercial rental, and maintenance of trucks, tractors and trailers to customers principally in the U.S., Canada and the U.K.; (2) Dedicated Transportation Solutions (DTS), which provides vehicles and drivers as part of a dedicated transportation solution in the U.S.; and (3) Supply Chain Solutions (SCS), which provides comprehensive supply chain solutions including distribution and transportation services in North America and Asia. Dedicated transportation services provided as part of an integrated, multi-service, supply chain solution to SCS customers are reported in the SCS business segment.

We operate in highly competitive markets. Our customers select us based on numerous factors including service quality, price, technology and service offerings. As an alternative to using our services, customers may choose to provide these services for themselves, or may choose to obtain similar or alternative services from other third-party vendors. Our customer base includes enterprises operating in a variety of industries including automotive, industrial, food and beverage service, consumer packaged goods (CPG), transportation and warehousing, technology and healthcare, retail, housing, business and personal services, and paper and publishing.

In 2016, we expanded our full service lease product line to provide lease customers additional flexibility, choice and
control in fleet management, and we renamed this lease product line "ChoiceLease." Our ChoiceLease product line allows customers to select the level of maintenance they prefer in their leases, from full service or total bumper-to-bumper coverage to on demand or pay-as-you-go maintenance. We also combined our historical contract maintenance and our contract-related maintenance product offerings into a new product line "SelectCare." Our SelectCare product line allows customers to select the level of maintenance to keep their fleet running properly, as well as the option to choose where they want their service delivered. Beginning in 2017, FMS is using these new product names in its reporting.

This MD&A includes certain non-GAAP financial measures.  Please refer to the “Non-GAAP Financial Measures” section of this MD&A for information on the non-GAAP measures included in the MD&A, reconciliations to the most comparable GAAP financial measure and the reasons why we believe each measure is useful to investors.


ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (Continued)



Operating results were as follows:
Three months ended June 30, Six months ended June 30, Change 2017/2016Three months ended September 30, Nine months ended September 30, Change 2017/2016
2017 2016 2017 2016 Three MonthsSix Months2017 2016 2017 2016 Three MonthsNine Months
(In thousands, except per share amounts)   (In thousands, except per share amounts)   
Total revenue$1,793,214
 1,703,744
 $3,541,377
 3,333,416
    5 %   6 %$1,848,529
 1,724,418
 $5,389,906
 5,057,834
    7 %   7 %
Operating revenue (1)
1,483,189
 1,449,713
 2,928,315
 2,855,726
    2 %   3 %1,525,453
 1,468,293
 4,453,768
 4,324,019
    4 %   3 %



 

     

 

 

     

 



 

     

 

 

     

 
EBT$80,692
 116,779
 $140,648
 205,487
    (31)%   (32)%$94,343
 131,698
 $234,991
 337,185
    (28)%   (30)%
Comparable EBT (2)
84,705
 132,199
 154,196
 227,717
    (36)%   (32)%111,010
 139,141
 265,206
 366,858
    (20)%   (28)%
Earnings from continuing operations51,343
 74,042
 89,622
 130,227
    (31)%   (31)%58,913
 85,138
 148,535
 215,365
    (31)%   (31)%
Comparable earnings from continuing operations (2)
53,097
 83,307
 97,262
 143,481
    (36)%   (32)%70,820
 89,558
 168,079
 233,039
    (21)%   (28)%
Net earnings50,816
 73,750
 88,965
 129,544
    (31)%   (31)%58,623
 84,752
 147,588
 214,296
    (31)%   (31)%


 
     

 
 
     

 


 
     

 
 
     

 
Earnings per common share (EPS) — Diluted
 
     

 
 
     

 
Continuing operations$0.97
 1.38
 $1.68
 2.43
    (30)%   (31)%$1.11
 1.59
 $2.79
 4.02
    (30)%   (31)%
Comparable (2)
1.00
 1.56
 1.82
 2.68
    (36)%   (32)%1.33
 1.67
 3.16
 4.35
    (20)%   (27)%
Net earnings0.96
 1.38
 1.67
 2.42
    (30)%   (31)%1.11
 1.59
 2.77
 4.00
    (30)%   (31)%
  ————————————
(1)Non-GAAP financial measure. Refer to the“Non-GAAP Financial Measures” section of this MD&A for a reconciliation of total revenue to operating revenue and the reasons why management believes this measure is important to investors.
(2)Non-GAAP financial measures. Refer to the “Non-GAAP Financial Measures” section for a reconciliation of EBT, net earnings and earnings per diluted common share to the comparable measures and the reasons why management believes these measures are important to investors.

Total revenue and operating revenue (a non-GAAP measure excluding fuel and subcontracted transportation) increased 5%7% and 2%4%, respectively, in the secondthird quarter of 2017. For the first half ofnine months ended September 30, 2017, total revenue increased 6% and operating revenue increased 7% and 3%., respectively. Total revenue in both periods increased due to higher operating revenue and increased subcontracted transportation passed through to customers, reflecting new business and higher volumes, as well as higher fuel costs passed through to customers. Total revenue growth was partially offset by negative impacts from foreign exchange. Operating revenue in both periods increased due to higher revenue in the SCS and DTS business segmentssegment and higher contractual ChoiceLease revenue. Operating revenue growth was partially offset by lower commercial rental revenue and negative impacts from foreign exchange.in the nine months ended September 30, 2017.

EBT decreased 31% and 32%28% in the secondthird quarter and first half of 2017, respectively,reflecting lower year over year operating results in all segments, a $5.5 million estimated pension settlement charge for the exit from a U.S. multi-employer pension plan and $4.3 million related to consulting fees associated with a cost-savings program. In FMS, EBT decreased in the third quarter due to accelerated depreciation of $4 million on vehicles expected to be made available for sale through June 2018 and more normalized maintenance spending associated with vehicles being prepared for sale, as well as increased overhead spending, primarily due to the timing of incentive compensation and higher sales and marketing expense. DTS EBT decreased in the third quarter due to higher insurance premiums, higher maintenance costs on certain older model year vehicles and the impact of one less work day. SCS EBT decreased in the third quarter primarily due to the operating performance of two customer accounts, including a particularly challenging start-up, and higher overhead spending, primarily for planned investments in information technology and sales. The net impact of hurricanes was neutral in the third quarter of 2017, as hurricane-related increases in commercial rental demand were offset by property losses.

EBT decreased 30% in the nine months ended September 30, 2017, primarily reflecting lower used vehicle sales and commercial rental results.results, as well as accelerated depreciation of $21 million, a $5.5 million estimated pension settlement charge, $4.3 million related to consulting fees associated with a cost-savings program and a particularly challenging start-up during the third quarter in the SCS segment.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (Continued)




CONSOLIDATED RESULTS

Lease and Rental
Three months ended June 30, Six months ended June 30, Change 2017/2016Three months ended September 30, Nine months ended September 30, Change 2017/2016
2017 2016 2016 2015 Three Months Six Months2017 2016 2017 2016 Three Months Nine Months
(Dollars in thousands)    (Dollars in thousands)    
Lease and rental revenues$797,014
 798,387
 $1,564,604
 1,566,141
  %  %$823,197
 803,006
 $2,387,801
 2,369,147
    3 %    1 %
Cost of lease and rental578,389
 555,302
 1,157,151
 1,107,792
    4 %    4 %588,626
 557,901
 1,745,777
 1,665,693
    6 %    5 %
Gross margin218,625
 243,085
 407,453
 458,349
    (10)%    (11)%234,571
 245,105
 642,024
 703,454
    (4)%    (9)%
Gross margin %27% 30% 26% 29%    28% 31% 27% 30%    

Lease and rental revenues represent revenue from our ChoiceLease and commercial rental product offerings within our FMS segment. Revenues were approximately $797increased 3% to $823 million in the third quarter and $1.561% to $2.39 billion in the second quarter and first half ofnine months ended September 30, 2017, respectively, relatively consistent with the second quarter and first half of 2016. For 2017, higher ChoiceLease revenue, driven by growth in the ChoiceLease fleet and higher prices on replacement vehicles in the ChoiceLease product offering. In the nine months ended September 30, 2017, ChoiceLease revenue growth was partially offset by lower commercial rental revenue reflecting lower demand and, to a lesser extent, a negative impact from foreign exchange. Foreign exchange negatively impacted revenue growth by 100 basis points in both periods.demand.

Cost of lease and rental represents the direct costs related to lease and rental revenues. These costs consist of depreciation of revenue earning equipment, maintenance costs (primarily repair parts and labor), and other costs such as licenses, insurance and operating taxes. Cost of lease and rental excludes interest costs from vehicle financing. Cost of lease and rental increased 4%6% in both the secondthird quarter and first half of5% in the nine months ended September 30, 2017, primarily due to higher depreciation and maintenance costs from a 3% larger average lease fleet as well asand normalized maintenance spending associated with vehicles being prepared for sale. During the nine months ended, cost of lease and rental also increased due to higher maintenance costs on certain older model year vehicles. Cost of lease and rental was also impacted by accelerated depreciation on vehicles expected to be made available for sale through June 2018 of $8$4 million in the secondthird quarter and $17$21 million in the first half ofnine months ended September 30, 2017. These increases were partially offset by lower depreciation on a 6% smaller average rental fleet. Cost of lease and rental also increased $1 million in the secondthird quarter of 2017 and $2$3 million in the first half ofnine months ended September 30, 2017, due to changes in estimated residual values effective January 1, 2017. Foreign exchange reduced cost of lease and rental by 100 basis points in both periods.

Lease and rental gross margin decreased 10%4% in the secondthird quarter and 11%9% in the first half ofnine months ended September 30, 2017. Lease and rental gross margin as a percentage of revenue decreased to 28% in the third quarter and to 27% in the second quarternine months ended September 30, 2017. The decrease in gross margin dollars and 26%as a percentage of revenue in the first half of 2017.third quarter was due to accelerated depreciation on vehicles expected to be made available for sale through June 2018 and more normalized maintenance spending associated with vehicles being prepared for sale. The decrease in gross margin dollars in the three and sixnine months ended JuneSeptember 30, 2017, was due to lower commercial rental demand, higher maintenance costs on certain older model year vehicles and accelerated depreciation. The decrease in gross margin dollars and as a percentage of revenue in the three and sixnine months ended JuneSeptember 30, 2017, was primarily due to higher maintenance costs on certain older model year vehicles and accelerated depreciation.

Services

Three months ended June 30, Six months ended June 30, Change 2017/2016Three months ended September 30, Nine months ended September 30, Change 2017/2016

2017 2016 2017 2016 Three Months Six Months2017 2016 2017 2016 Three Months Nine Months

(Dollars in thousands) 

  (Dollars in thousands) 

  
Services revenue$871,027
 785,791
 $1,722,894
 1,544,918
    11 %    12%$896,245
 801,004
 $2,619,139
 2,345,922
    12 %    12 %
Cost of services734,764
 646,129
 1,448,844
 1,277,843
    14 %    13%761,470
 658,793
 2,210,314
 1,936,636
    16 %    14 %
Gross margin136,263
 139,662
 274,050
 267,075
    (2)%    3%134,775
 142,211
 408,825
 409,286
    (5)%  %
Gross margin %16% 18% 16% 17%    15% 18% 16% 17%    

Services revenue represents all the revenues associated with our DTS and SCS segments, as well as SelectCare and fleet support services associated with our FMS segment. Services revenue increased 11% in the second quarter and 12% in the first half of 2017third quarter, primarily due to new business in the SCS and DTS segments. Services revenue increased volumes,12% in the nine months ended September 30, 2017, primarily due to new business and higher pricingincreased volumes in the DTSSCS and SCSDTS segments. Services revenue also benefited from higher fuel costs passed through to our customers. Foreign exchange negatively impacted revenue growth by 100 basis pointscustomers in both periods.

the three and nine months ended September 30, 2017.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (Continued)




Cost of services represents the direct costs related to services revenue and is primarily comprised of salaries and employee-related costs, subcontracted transportation (purchased transportation from third parties), fuel, vehicle liability costs and maintenance costs. Cost of services increased 16% in the third quarter and 14% in the second quarter and 13% in the first half ofnine months ended September 30, 2017, primarily due to higher volumes in SCS and SelectCare and higher fuel costs in SCS and DTSDTS. Cost of services also increased in both periods due to higher costs incurred during the start-up phase on certain new SCS contracts and higher vehicle maintenance costs on certain older model year vehicles in DTS. Cost of services also increased in the first half of 2017 due to higher insurance costs in DTS. Foreign exchange reduced cost of services by 100 basis points in both periods.

Services gross margin decreased 2%5% in the secondthird quarter of 2017 and increased 3%remained unchanged in the first half ofnine months ended September 30, 2017. Services gross margin as a percentage of revenue decreased to 15% in the third quarter and to 16% in both the second quarter and first half ofnine months ended September 30, 2017. The decrease in gross margin dollars and as a percentage of revenue in the secondthird quarter and nine months ended, reflects lower operating performance on certain SCS contracts, inincluding a particularly challenging start-up during the start-up phase,third quarter, as well as increased maintenance costs on certain older model year vehicles and higher insurance costs in DTS. The increase in gross margin dollars in the first half of 2017, reflects benefits from increased volumes and higher pricing in our SCS segment, partially offset by higher vehicle maintenance costs on certain older model year vehicles and higher insurance costs in DTS. The decline in gross margin as a percentage of revenue reflects higher vehicle maintenance and insurance costs in DTS in the second quarter and first half of 2017.

Fuel

Three months ended June 30, Six months ended June 30, Change 2017/2016Three months ended September 30, Nine months ended September 30, Change 2017/2016

2017 2016 2017 2016 Three Months Six Months2017 2016 2017 2016 Three Months Nine Months

(Dollars in thousands) 

  (Dollars in thousands) 

  
Fuel services revenue$125,173
 119,566
 $253,879
 222,357
    5 %    14 %$129,087
 120,408
 $382,966
 342,765
    7%    12 %
Cost of fuel services121,604
 115,478
 247,454
 214,379
    5 %    15 %124,562
 116,904
 372,016
 331,283
    7%    12 %
Gross margin3,569
 4,088
 6,425
 7,978
    (13)%    (19)%4,525
 3,504
 10,950
 11,482
    29%    (5)%
Gross margin %3% 3% 3% 4%    4% 3% 3% 3%    

Fuel services revenue represents fuel services provided to our FMS customers. Fuel services revenue increased 5%7% in the secondthird quarter of 2017 and 14%12% in the first half ofnine months ended September 30, 2017, primarily due to higher fuel pricescosts passed through to customers.

Cost of fuel services includes the direct costs associated with providing our customers with fuel. These costs include fuel, salaries and employee-related costs of fuel island attendants and depreciation of our fueling facilities and equipment. Cost of fuel services increased 5%7% in the secondthird quarter and 15%12% in the first half ofnine months ended September 30, 2017, as a result of higher fuel prices.costs.

Fuel services gross margin decreased 13%increased 29% in the secondthird quarter and 19%decreased 5% in the first half ofnine months ended September 30, 2017. Fuel services gross margin as a percentage of revenue increased to 4% in the third quarter and remained at 3% in the second quarter and decreased to 3% in the first half ofnine months ended September 30, 2017, compared to the same periods of 2016. Fuel is largely a pass-through to customers for which we realize minimal changes in margin during periods of steady market fuel prices. However, fuel services margin is impacted by sudden increases or decreases in market fuel prices during a short period of time, as customer pricing for fuel is established based on trailing market fuel costs.


Three months ended June 30, Six months ended June 30, Change 2017/2016

2017 2016 2017 2016 Three Months Six Months

(In thousands) 

  
Other operating expenses$27,406
 27,796
 $58,677
 57,947
 (1)% 1%

Three months ended September 30, Nine months ended September 30, Change 2017/2016

2017 2016 2017 2016 Three Months Nine Months

(In thousands) 

  
Other operating expenses$28,445
 27,997
 $87,122
 85,944
 2% 1%

Other operating expenses include costs related to our owned and leased facilities within the FMS segment, such as facility depreciation, rent, purchased insurance, utilities and taxes. These facilities are utilized to provide maintenance to our ChoiceLease, commercial rental, and SelectCare customers. Other operating expenses decreasedincreased slightly to $27.428.4 million in the secondthird quarter and increased to $58.7$87.1 million in the first half ofnine months ended September 30, 2017.


ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (Continued)





Three months ended June 30, Six months ended June 30, Change 2017/2016Three months ended September 30, Nine months ended September 30, Change 2017/2016

2017 2016 2017 2016 Three Months Six Months2017 2016 2017 2016 Three Months Nine Months

(Dollars in thousands) 

  (Dollars in thousands) 

  
Selling, general and administrative expenses (SG&A)$201,626
 207,028
 $403,387
 411,431
 (3)% (2)%$216,653
 191,337
 $620,041
 602,768
 13% 3%
Percentage of total revenue11% 12% 11% 12%    12% 11% 12% 12%    

SG&A expenses in the secondthird quarter of 2017 increased 13% and as a percentage of total revenue increased to 12% driven by an estimated pension settlement charge for the first halfexit from a U.S. multi-employer pension plan of $5.5 million during the quarter as well as higher compensation-related costs, professional fees, including consulting fees associated with a cost-savings program, and information technology costs. SG&A expenses in the nine months ended September 30, 2017, decreasedincreased 3% and 2% respectively,primarily due to lower compensation-related expenses and favorable impacts from foreign exchange, partially offset bythe estimated pension settlement charge, higher information technology costs and professional fees. Foreign exchange reduced the growth in SG&A expenses by 100 basis points. SG&A expenses as a percentage of total revenue decreasedremained at 12% in the nine months ended September 30, 2017 compared to 11%the same period in both periods.2016.

 Three months ended June 30, Six months ended June 30, Change 2017/2016
 2017 2016 2017 2016 Three Months Six Months
 (Dollars in thousands)    
Non-operating pension costs$6,587
 15,420
 13,917
 22,230
 (57)% (37)%
 Three months ended September 30, Nine months ended September 30, Change 2017/2016
 2017 2016 2017 2016 Three Months Nine Months
 (Dollars in thousands)    
Non-operating pension costs$6,958
 7,468
 20,875
 29,698
 (7)% (30)%

Non-operating pension costs includes the components of our net periodic benefit cost other than service cost. These components include interest cost, expected return on plan assets, amortization of actuarial loss and prior service cost. Non-operating pension costs decreased $0.5 million in the third quarter and $8.8 million in the second quarter and $8.3 million in the first half ofnine months ended September 30, 2017, from the respective prior year periods,periods. The year-to-date decrease is primarily due to a one-time charge of $7.7 million in the second quarter of 2016 to fully reflect pension benefit improvements made in 2009 in our pension benefit obligation.


Three months ended June 30, Six months ended June 30, Change 2017/2016

2017 2016 2017 2016 Three Months Six Months

(Dollars in thousands) 
  
Used vehicle sales, net$(15,322) 12,000
 $(14,542) 31,129
 (228)% (147)%

Three months ended September 30, Nine months ended September 30, Change 2017/2016

2017 2016 2017 2016 Three Months Nine Months

(Dollars in thousands) 
  
Used vehicle sales, net$2,727
 1,873
 $(11,815) 33,002
 46% (136)%

Used vehicle sales, net includes gains from sales of used vehicles as well as the selling costs associated with used vehicles and write-downs of vehicles to fair market values. Used vehicle sales, net increased to a gain of $2.7 million in the third quarter of 2017 and decreased to a loss of $15.3$11.8 million in the second quarter ofnine months ended September 30, 2017. The quarterly increase is driven by lower fair market value write-downs on vehicles held for sale, partially offset by lower tractor and truck proceeds per unit resulting in lower gains on sales. For the nine months ended September 30, 2017, and $14.5 million in the first half of 2017,used vehicle sales results have been impacted primarily due toby a sharp drop in the market value of truckstractors and tractors,trucks, which resulted in lower gains on sales and greater fair market value write-downs on vehicles held for sale. Global average proceeds per unit inThe following table presents the second quarter decreased fromused vehicle pricing changes for the prior year reflecting a 16% decrease in tractor proceeds per unitthree and a 14% decrease in truck proceeds per unit. Global proceeds per unit in the first half of 2017 decreased from the prior year reflecting a 17% decrease in trucks proceeds per unit and a 16% decrease in tractor proceeds per unit.nine months ended September 30, 2017.

 Three months ended June 30, Six months ended June 30, Change 2017/2016
 2017 2016 2017 2016 Three Months Six Months
 (Dollars in thousands)    
Interest expense$34,852
 37,268
 $69,738
 75,157
 (6)% (7)%
Effective interest rate2.6% 2.7% 2.6% 2.7%    
 Proceeds per unit change 2017/2016
 Three Months Nine Months
    
Tractors(19)%
(17)%
Trucks(15)% (16)%
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (Continued)




 Three months ended September 30, Nine months ended September 30, Change 2017/2016
 2017 2016 2017 2016 Three Months Nine Months
 (Dollars in thousands)    
Interest expense$34,854
 37,440
 $104,591
 112,597
 (7)% (7)%
Effective interest rate2.6% 2.7% 2.6% 2.7%    

Interest expense decreased 6%7% in the secondthird quarter of 2017 and 7% in the first half ofnine months ended September 30, 2017, reflecting lower average outstanding debt and a lower effective interest rate. The decrease in average outstanding debt reflects lower planned vehicle capital spending. The lower effective interest rate in 2017 reflects the replacement of higher interest rate debt with debt issuances at lower rates.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (Continued)



 Three months ended June 30, Six months ended June 30, Change 2017/2016
 2017 2016 2017 2016 Three Months Six Months
 (Dollars in thousands)    
Miscellaneous income, net$8,028
 5,456
 $12,981
 7,721
 47% 68%
 Three months ended September 30, Nine months ended September 30, Change 2017/2016
 2017 2016 2017 2016 Three Months Nine Months
 (Dollars in thousands)    
Miscellaneous income, net$4,655
 3,247
 $17,636
 10,968
 43% 61%
  
Miscellaneous income, net consists of investment income on securities used to fund certain benefit plans, interest income,
gains from sales of operating property, foreign currency transaction gains and other non-operating items. The increase in the secondthird quarter and first half ofnine months ended September 30, 2017 is driven by increased rabbi trust investment income, gains on sales of properties of $2.6$0.6 million in the secondthird quarter and $3.3$3.7 million in the first half ofnine months ended September 30, 2017, respectively, and recoveries from business interruption claims of $2.1 million and $3.0$3.2 million in the second quarter and first half of 2017, respectively.nine months ended September 30, 2017.

Three months ended June 30, Six months ended June 30, Change 2017/2016Three months ended September 30, Nine months ended September 30, Change 2017/2016
2017 2016 2017 2016 Three Months Six Months2017 2016 2017 2016 Three Months Nine Months
(Dollars in thousands)    (Dollars in thousands)    
Provision for income taxes$29,349
 42,737
 $51,026
 75,260
 (31)% (32)%$35,430
 46,560
 $86,456
 121,820
 (24)% (29)%
Effective tax rate from continuing operations36.4% 36.6% 36.3% 36.6%    37.6% 35.4% 36.8% 36.1%    

Provision for income taxes decreased 31%24% in the secondthird quarter of 2017 and 32%29% in the first half ofnine months ended September 30, 2017. The decrease in the provision for income taxes reflects lower taxable earnings.earnings, partially offset by a higher effective tax rate primarily due to a state tax law change in the third quarter.



ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (Continued)




OPERATING RESULTS BY SEGMENT
Three months ended June 30, Six months ended June 30, Change 2017/2016Three months ended September 30, Nine months ended September 30, Change 2017/2016
2017 2016 2017 2016 Three Months Six Months2017 2016 2017 2016 Three Months Nine Months
(Dollars in thousands)    (Dollars in thousands)    
Total Revenue:                      
Fleet Management Solutions$1,163,579
 1,151,513
 $2,296,049
 2,249,441
   1 %   2 %$1,195,798
 1,155,011
 $3,491,847
 3,404,452
   4 %   3 %
Dedicated Transportation Solutions272,612
 258,262
 539,286
 503,104
   6
   7
272,334
 260,921
 811,620
 764,025
   4
   6
Supply Chain Solutions470,724

402,052
 933,473
 790,767
   17
   18
496,004

416,898
 1,429,477
 1,207,665
   19
   18
Eliminations(113,701)
(108,083) (227,431) (209,896)   5
   8
(115,607)
(108,412) (343,038) (318,308)   7
   8
Total$1,793,214

1,703,744
 $3,541,377
 3,333,416
   5 %   6 %$1,848,529

1,724,418
 $5,389,906
 5,057,834
   7 %   7 %
Operating Revenue: (1)



    


 




    


 

Fleet Management Solutions$998,565

995,238
 $1,960,781
 1,957,562

 %  %$1,026,011

997,903
 $2,986,792
 2,955,465

  3 %   1 %
Dedicated Transportation Solutions199,772

194,292
 393,128
 384,565

  3
   2
197,917

196,648
 591,045
 581,213

  1
   2
Supply Chain Solutions358,714

331,558
 720,470
 653,974

  8
   10
376,429

345,453
 1,096,899
 999,427

  9
   10
Eliminations(73,862)
(71,375) (146,064) (140,375)
  3
   4
(74,904)
(71,711) (220,968) (212,086)
  4
   4
Total$1,483,189

1,449,713
 $2,928,315
 2,855,726

  2 %   3 %$1,525,453

1,468,293
 $4,453,768
 4,324,019

  4 %   3 %
EBT:          

          

Fleet Management Solutions$68,090

111,155
 $120,280
 194,047
   (39)%   (38)%$100,693

112,507
 $220,973
 306,554
   (11)%   (28)%
Dedicated Transportation Solutions14,849
 16,460
 26,122
 30,716
   (10)   (15)13,770
 17,584
 39,892
 48,300
   (22)   (17)
Supply Chain Solutions25,858

28,362
 53,307
 48,149
   (9)   11
22,052

30,956
 75,359
 79,105
   (29)   (5)
Eliminations(12,373)
(12,766) (23,589) (24,510)   (3)   (4)(14,464)
(12,606) (38,053) (37,116)   15
   3
96,424

143,211

176,120

248,402
   (33)   (29)122,051

148,441

298,171

396,843
   (18)   (25)
Unallocated Central Support Services(11,719)
(11,012) (21,924) (20,685)   6
   6
(11,041)
(9,275) (32,965) (29,960)   19
   10
Non-operating pension costs(6,587)
(7,770) (13,917) (14,580)   (15)   (5)(6,958)
(7,468) (20,875) (22,048)   (7)   (5)
Restructuring and other items, net2,574

(7,650) 369
 (7,650) NM
 NM
(9,709)

 (9,340) (7,650) NM
 NM
Earnings from continuing operations before income taxes$80,692

116,779

$140,648

205,487
   (31)%   (32)%$94,343

131,698

$234,991

337,185
   (28)%   (30)%
  ————————————
(1)Non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section of this MD&A for a reconciliation of total revenue to operating revenue, and segment total revenue to segment operating revenue for FMS, DTS and SCS, as well as the reasons why management believes these measures are important to investors.

As part of management’s evaluation of segment operating performance, we define the primary measurement of our segment financial performance as “Earnings Before Taxes” (EBT) from continuing operations, which includes an allocation of Central Support Services (CSS), and excludes non-operating pension costs and restructuring and other items, net discussed in Note 16, "Segment Reporting," in the Notes to Consolidated Condensed Financial Statements. CSS represents those costs incurred to support all segments, including human resources, finance, corporate services and public affairs, information technology, health and safety, legal, marketing and corporate communications.

The objective of the EBT measurement is to provide clarity on the profitability of each segment and, ultimately, to hold leadership of each segment accountable for their allocated share of CSS costs. Segment results are not necessarily indicative of the results of operations that would have occurred had each segment been an independent, stand-alone entity during the periods presented. Certain costs are not attributable to any segment and remain unallocated in CSS, including costs for investor relations, public affairs and certain executive compensation.

Inter-segment revenue and EBT are accounted for at rates similar to those executed with third parties. EBT related to inter-segment equipment and services billed to DTS and SCS customers (equipment contribution) are included in both FMS and the segment that served the customer and then eliminated (presented as “Eliminations” in the table above). Prior year amounts have been reclassified to conform to the current period presentation.
 


ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (Continued)




The following table sets forth equipment contribution included in EBT for our DTS and SCS segments:
Three months ended June 30, Six months ended June 30, Change 2017/2016Three months ended September 30, Nine months ended September 30, Change 2017/2016
2017 2016 2017 2016 Three Months Six Months2017 2016 2017 2016 Three Months Nine Months
(Dollars in thousands)    (Dollars in thousands)    
Equipment Contribution:                      
Dedicated Transportation Solutions$7,557
 8,449
 $14,212
 16,167
   (11)%   (12)%$8,320
 8,047
 $22,532
 24,214
   3%   (7)%
Supply Chain Solutions4,816
 4,317
 9,377
 8,343
   12
   12
6,144
 4,559
 15,521
 12,902
   35
   20
Total (1)
$12,373
 12,766
 $23,589
 24,510
   (3)%   (4)%$14,464
 12,606
 $38,053
 37,116
   15%   3 %
———————————
(1)Total amount is included in FMS EBT.

DTS equipment contribution increased slightly in the third quarter and decreased in the nine months ended September 30, 2017. The decrease in DTS equipment contribution for the three and sixnine months ended June 30, 2017 is primarily driven by higher maintenance costs on an older vehicle fleet used in DTS operations. The increase in SCS equipment contribution forin the threethird quarter and sixin the nine months ended June 30, 2017 is primarily driven by increased volumes.

The following table sets forth items excluded from our segment EBT measure and their classification within our Consolidated Condensed Statements of Earnings: 
    Three months ended June 30, Six months ended June 30,
Description Classification 2017 2016 2017 2016
    (In thousands)
Non-operating pension costs (1)
 Non-operating pension costs $(6,587) (7,770) $(13,917) (14,580)
Operating tax adjustment (2)
 SG&A 
 
 (2,205) 
Restructuring (2)
 Miscellaneous income, net 2,574
 
 2,574
 
Pension-related adjustments (3)
 Non-operating pension costs 
 (7,650) 
 (7,650)
    $(4,013) (15,420) $(13,548) (22,230)
    Three months ended September 30, Nine months ended September 30,
Description Classification 2017 2016 2017 2016
    (In thousands)
Non-operating pension costs (1)
 Non-operating pension costs $(6,958) (7,468) $(20,875) (22,048)
Pension settlement charge (2)
 SG&A (5,454) 
 (5,454) 
Fees related to cost-savings program (3)
 SG&A (4,255) 
 (4,255) 
Operating tax adjustment (3)
 SG&A 
 
 (2,205) 
Restructuring (3)
 Miscellaneous income, net 
 
 2,574
 
Pension-related adjustments (2)
 Non-operating pension costs 
 
 
 (7,650)
    $(16,667) (7,468) $(30,215) (29,698)
———————————
(1)See Note 16, , “Segment Reporting ," in the Notes to Consolidated Condensed Financial Statements for a discussion of adjustments.
(2)See Note 13, “Other Items Impacting Comparability,”12, “Employee Benefit Plans,��� in the Notes to Consolidated Condensed Financial Statements for a discussion of adjustments.
(3)See Note 12, “Employee Benefit Plans,13, “Other Items Impacting Comparability,” in the Notes to Consolidated Condensed Financial Statements for a discussion of adjustments.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (Continued)




Fleet Management Solutions
Three months ended June 30, Six months ended June 30, Change 2017/2016Three months ended September 30, Nine months ended September 30, Change 2017/2016
2017 2016 2017 2016 Three Months Six Months2017 2016 2017 2016 Three Months Nine Months
(Dollars in thousands)  
  (Dollars in thousands)  
  
ChoiceLease$662,462

646,347
 $1,318,774
 1,269,210
   2 %   4 %$673,882

649,208
 $1,992,656
 1,918,418
   4 %   4 %
SelectCare117,384

113,870
 230,993
 228,257
   3
   1
116,986

113,093
 347,979
 341,350
   3
   2
Commercial Rental199,332

214,599
 373,338
 419,436
   (7)   (11)216,015

216,592
 589,353
 636,028
 
   (7)
Other19,387

20,422
 37,676
 40,659
   (5)   (7)19,128

19,010
 56,804
 59,669
   1
   (5)
Fuel services revenue165,014

156,275
 335,268
 291,879
   6
   15
169,787

157,108
 505,055
 448,987
   8
   12
FMS total revenue (1)
$1,163,579
 1,151,513

$2,296,049
 2,249,441
   1 %   2 %$1,195,798
 1,155,011

$3,491,847
 3,404,452
   4 %   3 %
                      
FMS operating revenue (2)
$998,565
 995,238
 $1,960,781
 1,957,562
 
 
$1,026,011
 997,903
 $2,986,792
 2,955,465
   3
   1
          

          

FMS EBT$68,090

111,155
 $120,280
 194,047
   (39)%   (38)%$100,693

112,507
 $220,973
 306,554
   (11)%   (28)%
FMS EBT as a % of FMS total revenue5.9%
9.7% 5.2% 8.6%   (380) bps   (340) bps8.4%
9.7% 6.3% 9.0%   (130) bps   (270) bps
FMS EBT as a % of FMS operating revenue (2)
6.8%
11.2% 6.1% 9.9%   (440) bps   (380) bps9.8%
11.3% 7.4% 10.4%   (150) bps   (300) bps
————————————
(1)Includes intercompany fuel sales from FMS to DTS and SCS.
(2)Non-GAAP financial measures. Reconciliations of FMS total revenue to FMS operating revenue, FMS EBT as a % of FMS total revenue to FMS EBT as a % of FMS operating revenue, as well as the reasons why management believes these measures are important to investors are included in the “Non-GAAP Financial Measures” section of this MD&A.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (Continued)



The following table summarizes the components of the change in FMS revenue on a percentage basis versus the prior year:
Three months ended June 30, 2017 Six months ended June 30, 2017Three months ended September 30, 2017 Nine months ended September 30, 2017
Total 
Operating (1)
 Total 
Operating (1)
Total 
Operating (1)
 Total 
Operating (1)
Organic, including price and volume1 % 1 % 1 % 1 %3% 3% 2 % 2 %
Fuel1
 
 2
 
1
 
 2
 
Foreign exchange(1) (1) (1) (1)
 
 (1) (1)
Net increase1 %  % 2 %  %4% 3% 3 % 1 %
  ————————————
(1)Non-GAAP financial measure. A reconciliation of FMS total revenue to FMS operating revenue as well as the reasons why management believes this measure is important to investors is included in the "Non-GAAP Financial Measures" section of this MD&A.

FMS total revenue increased to $1.16$1.20 billion in the secondthird quarter and increased to $2.30 billion in the first half of 2017, due to higher FMS operating revenue (a non-GAAP measure excluding fuel) and fuel services revenue. FMS total revenue increased to $3.49 billion in the nine months ended September 30, 2017, due to higher fuel services revenue and FMS operating revenue, partially offset by negative impacts from foreign exchange. FMS operating revenue remained unchangedgrew in the second quarter and the first half of 2017,both periods as a result of organic growth, primarily in the ChoiceLease product line,line. In the nine months ended September 30, 2017, FMS operating revenue growth was partially offset by lower commercial rental revenue and negative impacts from foreign exchange. In the second quarter and first half of 2017, foreignForeign exchange negatively impacted both total revenue and operating revenue growth by 100 basis points.points in the nine months ended September 30, 2017.

ChoiceLease revenue increased 2%4% in both the secondthird quarter and 4% in the first half ofnine months ended September 30, 2017, reflecting a larger average fleet size and higher prices on replacement vehicles. Foreign exchange negatively impacted ChoiceLease revenue growth by 100 basis points in the second quarter and first half ofnine months ended September 30, 2017. We expect favorable ChoiceLease revenue comparisons to continue through the end of the year based on sales activity. Commercial rental revenue decreased 7% in the second quarter and 11% in the first half of 2017 due to lower demand. We expect unfavorable commercial rental revenue comparisons through the end of the year based on the weak demand environment. SelectCare revenue increased 3% in the secondthird quarter and 1%2% in the first half ofnine months ended September 30, 2017, due to new business and increased volumes, partially offset by negative impacts from foreign exchange.exchange year-to-date. Commercial rental revenue was unchanged in the third quarter and decreased 7% in the nine months ended September 30, 2017, due to lower demand. We expect favorable commercial rental revenue comparisons in the fourth quarter given the current rental demand environment.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (Continued)




The following table provides commercial rental statistics on our global fleet: 
Three months ended June 30, Six months ended June 30, Change 2017/2016Three months ended September 30, Nine months ended September 30, Change 2017/2016
2017 2016 2017 2016 Three Months Six Months2017 2016 2017 2016 Three Months Nine Months
(Dollars in thousands)    (Dollars in thousands)    
Rental revenue from non-lease customers$127,529
 134,767
 $233,966
 255,469
 (5)% (8)%$138,887
 141,836
 $372,853
 397,305
 (2)% (6)%
Rental revenue from lease customers (1)
$71,803
 79,832
 $139,372
 163,967
 (10)% (15)%$77,128
 74,756
 $216,500
 238,723
 3 % (9)%
Average commercial rental power fleet size — in service (2), (3)
29,200
 31,800
 29,400
 32,400
 (8)% (9)%30,100
 30,900
 29,600
 31,700
 (3)% (7)%
Commercial rental utilization — power fleet (2)
75.6%
74.7% 71.4% 72.5% 90 bps (110) bps78.0%
76.7% 73.7% 73.9% 130 bps (20) bps
————————————
(1)Represents revenue from rental vehicles provided to our existing ChoiceLease customers, generally in place of a lease vehicle.
(2)Number of units rounded to nearest hundred and calculated using quarterly average unit counts.
(3)Excluding trailers.

FMS EBT decreased 39%11% in the secondthird quarter of 2017, primarily reflecting impacts to ChoiceLease and commercial rental gross margin from accelerated depreciation of $4 million on vehicles expected to be made available for sale through June 2018, and more normalized maintenance spending associated with vehicles being prepared for sale. FMS EBT was also impacted by higher overhead spending due to the timing of incentive compensation and higher sales and marketing expense. These items were partially offset by improved performance across all product lines. Commercial rental performance improved due to higher pricing and a 130 basis point improvement in utilization, reflecting fleet right-sizing actions taken earlier in the year. Used vehicle results improved modestly due to lower fair market value write-downs on vehicles held for sale, partially offset by lower proceeds per unit.

FMS EBT decreased 28% in the nine months ended September 30, 2017, due to lower used vehicle sales and to a lesser extent, commercial rental results, as well as $8$21 million of accelerated depreciation on vehicles expected to be made available for sale through June 2018 and higher maintenance costs, on certain older model year vehicles. FMS EBT decreased 38% in the first half of 2017, due to lower used vehicle sales and commercial rental results, as well as accelerated depreciation on vehicles expected to be made available for sale through June 2018 of $17 million.partially offset by improved SelectCare results. Used vehicle sales results decreased year-to-date due to lower pricing, which resulted in lower gains on sales and greater fair market value write-downs on vehicles held for sale. Commercial rental results declined year-to-date from lower demand in both periods. Second quarter commercial rental results were favorably impacted by a 90 basis point improvement. However, first half results were negatively impacted by a 110 basis point decline in utilization. ChoiceLease results benefited from growth in the average lease fleet size.demand. ChoiceLease and commercial rental results were negatively impacted by $1 million of higher depreciation in the secondthird quarter and $2$3 million in the first half ofnine months ended September 30, 2017, due to residual value changes implemented January 1, 2017.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (Continued)


Our global fleet of revenue earning equipment and SelectCare vehicles including vehicles under on-demand maintenance is summarized as follows (number of units rounded to the nearest hundred):
      Change      Change
June 30, 2017 December 31, 2016 June 30, 2016 Jun. 2017/Dec. 2016 Jun. 2017/Jun. 2016September 30, 2017 December 31, 2016 September 30, 2016 Sept. 2017/Dec. 2016 Sept. 2017/Sept. 2016
End of period vehicle count                  
By type:                  
Trucks (1)
75,500
 73,300
 73,100
   3 %   3 %75,700
 73,300
 73,500
   3 %   3 %
Tractors (2)
66,100
 67,900
 68,700
   (3)   (4)65,600
 67,900
 68,600
   (3)   (4)
Trailers (3), (4)
42,600
 42,800
 42,300
 
   1
42,200
 42,800
 42,300
   (1) 
Other1,200
 1,100
 1,400
   9
   (14)1,200
 1,100
 1,200
   9
 
Total185,400
 185,100
 185,500
  %  %184,700
 185,100
 185,600
  %  %
                  
By ownership:                  
Owned184,000
 183,700
 183,900
  %  %183,400
 183,700
 184,100
  %  %
Leased1,400
 1,400
 1,600
 
   (13)1,300
 1,400
 1,500
   (7)   (13)
Total185,400
 185,100
 185,500
  %  %184,700
 185,100
 185,600
  %  %
                  
By product line: (4)
                  
ChoiceLease137,200
 136,500
 134,300
   1 %   2 %137,300
 136,500
 136,600
   1 %   1 %
Commercial rental37,400
 37,800
 38,700
   (1)   (3)37,800
 37,800
 38,000
 
   (1)
Service vehicles and other3,300
 3,300
 3,400
 
   (3)3,300
 3,300
 3,500
 
   (6)
Active units177,900
 177,600
 176,400
 
   1
178,400
 177,600
 178,100
 
 
Held for sale7,500
 7,500
 9,100
 
   (18)6,300
 7,500
 7,500
   (16)   (16)
Total185,400
 185,100
 185,500
  %  %184,700
 185,100
 185,600
  %  %
                  
Customer vehicles under SelectCare contracts51,700
 49,000
 50,200
   6 %   3 %54,400
 49,000
 49,300
   11 %   10 %
                  
Total vehicles serviced237,100
 234,100
 235,700
   1 %   1 %
                  
Quarterly average vehicle count                  
By product line:                  
ChoiceLease138,000
 136,500
 133,800
   1 %   3 %137,200
 136,500
 135,100
   1 %   2 %
Commercial rental37,400
 37,800
 39,600
   (1)   (6)37,600
 37,800
 38,300
   (1)   (2)
Service vehicles and other3,400
 3,400
 3,400
 
 
3,300
 3,400
 3,300
   (3) 
Active units178,800
 177,700
 176,800
   1
   1
178,100
 177,700
 176,700
 
   1
Held for sale6,800
 7,500
 8,800
   (9)   (23)6,900
 7,500
 8,700
   (8)   (21)
Total185,600
 185,200
 185,600
  %  %185,000
 185,200
 185,400
  %  %
                  
Customer vehicles under SelectCare contracts51,200
 49,200
 49,700
   4 %   3 %52,800
 49,200
 49,600
   7 %   6 %
                  
Customer vehicles under SelectCare on-demand (5)
9,800
 7,800
 7,600
   26 %   29 %8,700
 7,800
 8,000
   12 %   9 %
                  
Total vehicles serviced246,600
 242,200
 242,900
   2 %   2 %246,500
 242,200
 243,000
   2 %   1 %
                  
Year-to-date average vehicle count                  
By product line:                  
ChoiceLease137,500
 134,400
 133,200
   2 %   3 %137,400
 134,400
 133,800
   2 %   3 %
Commercial rental37,400
 39,200
 40,300
   (5)   (7)37,500
 39,200
 39,600
   (4)   (5)
Service vehicles and other3,400
 3,400
 3,400
 
 
3,400
 3,400
 3,400
 
 
Active units178,300
 177,000
 176,900
   1
   1
178,300
 177,000
 176,800
   1
   1
Held for sale6,900
 8,400
 8,600
   (18)   (20)6,900
 8,400
 8,600
   (18)   (20)
Total185,200
 185,400
 185,500
  %  %185,200
 185,400
 185,400
  %  %
                  
Customer vehicles under SelectCare contracts (5)
50,700
 49,200
 48,900
   3 %   4 %51,300
 49,200
 49,000
   4 %   5 %
Customer vehicles under SelectCare on-demand (6)
15,900
 21,000
 14,700
   (24)%   8 %20,600
 21,000
 22,700
   (2)%   (9)%
Total vehicles serviced251,800
 255,600
 249,100
   (1)%   1 %257,100
 255,600
 257,100
   1 %  %
———————————
(1)Generally comprised of Class 1 through Class 7 type vehicles with a Gross Vehicle Weight (GVW) up to 33,000 pounds.
(2)Generally comprised of over the road on highway tractors and are primarily comprised of Class 8 type vehicles with a GVW of over 33,000 pounds.
(3)Generally comprised of dry, flatbed and refrigerated type trailers.
(4)Includes 4,7004,800 UK trailers (2,900(3,000 ChoiceLease and 1,800 commercial rental), 5,300 UK trailers (3,300 ChoiceLease and 2,000 commercial rental) and 5,3005,400 UK trailers (3,400(3,500 ChoiceLease and 1,900 commercial rental) as of JuneSeptember 30, 2017, December 31, 2016, and JuneSeptember 30, 2016, respectively.
(5)Comprised of the number of unique vehicles serviced under on-demand maintenance agreements for the quarterly and year-to-date periods. This does not represent averages for the periods. Vehicles included in the count may have been serviced more than one time during the respective period.
(6)Comprised of the number of unique vehicles serviced under on-demand maintenance agreements for the quarterly periods. This does not represent averages for the periods. Vehicles included in the count may have been serviced more than one time during the respective period.
Note: Quarterly and year-to-date amounts were computed using a 6-point and 12-point18-point average, respectively, based on monthly information. 
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (Continued)


 

The following table provides a breakdown of our non-revenue earning equipment included in our global fleet count (number of units rounded to nearest hundred):
      Change      Change
June 30,
2017
 December 31,
2016
 June 30,
2016
 Jun. 2017/Dec. 2016 Jun. 2017/Jun. 2016September 30,
2017
 December 31,
2016
 September 30,
2016
 Sept. 2017/Dec. 2016 Sept. 2017/Sept. 2016
Not yet earning revenue (NYE)2,500 1,700 2,200   47 %   14 %2,100 1,700 1,900   24 %   11 %
No longer earning revenue (NLE):        
Units held for sale7,500 7,500 9,100 
 (18)6,300 7,500 7,500 (16) (16)
Other NLE units4,000 4,400 3,500 (9) 14
3,900 4,400 5,000 (11) (22)
Total14,000 13,600 14,800   3 %   (5)%12,300 13,600 14,400   (10)%   (15)%

NYE units represent new vehicles on hand that are being prepared for deployment to a lease customer or into the rental fleet. Preparations include activities such as adding lift gates, paint, decals, cargo area and refrigeration equipment. NLE units represent vehicles held for sale and vehicles for which no revenue has been earned in the previous 30 days. Accordingly, these vehicles may be temporarily out of service, being prepared for sale or awaiting redeployment. NLE units decreased compared to JuneSeptember 30, 2016, reflecting lower used vehicle inventories, partially offset bywhich are at the midpoint of our target range, and a higherlower number of units being prepared for sale. We expect NLE levels to decline through the end of the year.

Dedicated Transportation Solutions
Three months ended June 30, Six months ended June 30, Change 2017/2016Three months ended September 30, Nine months ended September 30, Change 2017/2016
2017 2016 2017 2016 Three Months Six Months2017 2016 2017 2016 Three Months Nine Months
(Dollars in thousands)    (Dollars in thousands)    
DTS total revenue (1)
$272,612
 258,262
 $539,286

503,104
 6 % 7 %$272,334
 260,921
 $811,620

764,025
 4 % 6 %
                      
DTS operating revenue (2)(1)
$199,772

194,292

$393,128

384,565
 3 % 2 %$197,917

196,648

$591,045

581,213
 1 % 2 %
                      
DTS EBT$14,849
 16,460
 $26,122
 30,716
 (10)% (15)%$13,770
 17,584
 $39,892
 48,300
 (22)% (17)%
DTS EBT as a % of DTS total revenue5.4% 6.4% 4.8% 6.1% (100) bps (130) bps5.1% 6.7% 4.9% 6.3% (160) bps (140) bps
DTS EBT as a % of DTS operating revenue (2)(1)
7.4% 8.5% 6.6% 8.0% (110) bps (140) bps7.0% 8.9% 6.7% 8.3% (190) bps (160) bps
                      
Memo:                      
Average fleet8,200
 8,200
 8,200
 8,100
  % 1 %8,200
 8,300
 8,200
 8,200
 (1)%  %
————————————
(1)Includes intercompany fuel sales from FMS to DTS.
(2)Non-GAAP financial measures. Reconciliations of DTS total revenue to DTS operating revenue, DTS EBT as a % of DTS total revenue to DTS EBT as a % of DTS operating revenue, as well as the reasons why management believes these measures are important to investors are included in the “Non-GAAP Financial Measures” section of this MD&A.



ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (Continued)




The following table summarizes the components of the change in DTS revenue on a percentage basis versus the prior year:
Three months ended June 30, 2017 Six months ended June 30, 2017Three months ended September 30, 2017 Nine months ended September 30, 2017
Total 
Operating (1)
 Total 
Operating (1)
Total 
Operating (1)
 Total 
Operating (1)
Organic, including price and volume5% 3% 6% 2%3% 1% 5% 2%
Fuel1
 
 1
 
1
 
 1
 
Net increase6% 3% 7% 2%4% 1% 6% 2%
  ————————————
(1)Non-GAAP financial measure. A reconciliation of DTS total revenue to DTS operating revenue, as well as the reasons why management believes this measure is important to investors is included in the "Non-GAAP Financial Measures" section of this MD&A.

In the secondthird quarter of 2017, DTS total revenue and operating revenue (a non-GAAP measure excluding fuel and subcontracted transportation) increased 6%4% and 3%1%, respectively, primarily due to new business.business, partially offset by one less work day in the quarter. DTS EBT decreased 10%22% in the secondthird quarter of 2017, primarily due to higher insurance premiums, higher vehicle maintenance costs on certain older model year vehicles as well as higher insurance premium costs.and the impact of one less work day.

In the first half ofnine months ended September 30, 2017, DTS total and operating revenue increased 7%6% and 2%, respectively, due to new business and higher pricing. We expect DTS total revenue comparisons for the remainder of the year to be consistent with the prior year and DTS operating revenue comparisons to remain favorable through the end of the year. DTS EBT decreased 15%17% in the first half ofnine months ended September 30, 2017, primarily due to higher maintenance costs on certain older model year vehicles and higher insurance costs.costs during the first half of the year.

Supply Chain Solutions
Three months ended June 30, Six months ended June 30, Change 2017/2016Three months ended September 30, Nine months ended September 30, Change 2017/2016
2017 2016 2017 2016 Three Months Six Months2017 2016 2017 2016 Three Months Nine Months
(Dollars in thousands)    (Dollars in thousands)    
Automotive$135,912
 137,174
 $284,260
 266,298
 (1)% 7%$135,853
 140,785
 $420,113
 407,083
 (4)% 3 %
Technology and healthcare63,656
 58,275
 126,553
 115,713
 9
 9
68,008
 61,425
 194,561
 177,138
 11
 10
CPG and Retail120,602
 105,372
 234,657
 213,974
 14
 10
130,528
 110,840
 365,185
 324,814
 18
 12
Industrial and other38,544
 30,737
 75,000
 57,989
 25
 29
42,040
 32,403
 117,040
 90,392
 30
 29
Subcontracted transportation95,107

54,675
 177,586
 106,654
 74
 67
101,740

56,089
 279,326
 162,743
 81
 72
Fuel (1)
16,903

15,819
 35,417
 30,139
 7
 18
17,835

15,356
 53,252
 45,495
 16
 17
SCS total revenue$470,724
 402,052

$933,473
 790,767
 17 % 18%$496,004
 416,898

$1,429,477
 1,207,665
 19 % 18 %
                      
SCS operating revenue (2)(1)
$358,714

331,558
 $720,470
 653,974
 8 % 10%$376,429

345,453
 $1,096,899
 999,427
 9 % 10 %
          

          

SCS EBT$25,858

28,362
 $53,307
 48,149
 (9)% 11%$22,052

30,956
 $75,359
 79,105
 (29)% (5)%
SCS EBT as a % of SCS total revenue5.5%
7.1% 5.7% 6.1% (160) bps (40) bps4.4%
7.4% 5.3% 6.6% (300) bps (130) bps
SCS EBT as a % of SCS operating revenue (2)(1)
7.2%
8.6% 7.4% 7.4% (140) bps 5.9%
9.0% 6.9% 7.9% (310) bps (100) bps
                      
Memo:        
          
  
Average fleet7,800
 6,900
 7,600
 6,900
 13 % 10%7,900
 7,400
 7,800
 7,100
 7 % 10 %
————————————
(1)Includes intercompany fuel sales from FMS to SCS.
(2)Non-GAAP financial measures. Reconciliations of SCS total revenue to SCS operating revenue, SCS EBT as a % of SCS total revenue to SCS EBT as a % of SCS operating revenue, as well as the reasons why management believes these measures are important to investors are included in the “Non-GAAP Financial Measures” section of this MD&A.



 
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (Continued)




The following table summarizes the components of the change in SCS revenue on a percentage basis versus the prior year:
Three months ended June 30, 2017 Six months ended June 30, 2017Three months ended September 30, 2017 Nine months ended September 30, 2017
Total 
Operating (1)
 Total 
Operating (1)
Total 
Operating (1)
 Total 
Operating (1)
Organic, including price and volume18 % 9 % 18 % 11 %18% 8% 18% 10%
Fuel
 
 1
 

 
 
 
Foreign exchange(1) (1) (1) (1)1
 1
 
 
Net increase17 %
8 %
18 %
10 %19%
9%
18%
10%
————————————
(1)Non-GAAP financial measure. A reconciliation of SCS total revenue to SCS operating revenue, as well as the reasons why management believes this measure is important to investors is included in the "Non-GAAP Financial Measures" section of this MD&A.

In the secondthird quarter of 2017, SCS total revenue increased 17%19%, and SCS operating revenue (a non-GAAP measure excluding fuel and subcontracted transportation) increased 8%9%, primarily reflecting new business, increased volumes and higher pricing.business. SCS EBT decreased 9%29% in the secondthird quarter of 2017, primarily related to the start-up phaseperformance of certain new accounts.two customer accounts, including a particularly challenging start-up. Additionally, results were impacted by higher overhead spending, primarily due to planned investments in information technology and sales.

In the first half ofnine months ended September 30, 2017, SCS total revenue increased 18%, reflecting organic growth, partially offset by a negative impact from foreign exchange.growth. SCS operating revenue increased 10% due to new business, increased volumes new business and higher pricing, partially offset by a negative impact from foreign exchange.pricing. We expect SCS total revenue and SCS operating revenue comparisons to remain favorable through the end of the year, with SCS operating revenue at a lower growth rate.year. SCS EBT increased 11%decreased 5% in the nine months ended September 30, 2017, primarily related to a particularly challenging start-up in the third quarter, higher costs incurred during the start-up phase of certain new accounts in the first half of 2017 primarily due to increased volumesthe year, as well as planned investments in information technology and sales and higher pricing.compensation-related costs.

Central Support Services
Three months ended June 30, Six months ended June 30, Change 2017/2016Three months ended September 30, Nine months ended September 30, Change 2017/2016
2017 2016 2017 2016 Three Months Six Months2017 2016 2017 2016 Three Months Nine Months
(Dollars in thousands)    (Dollars in thousands)    
Human resources$4,248
 4,260
 $8,408
 8,784
  % (4)%$3,778
 4,184
 $12,186
 12,968
 (10)% (6)%
Finance14,382
 14,350
 29,178
 29,124
 
 
14,426
 15,143
 43,604
 44,267
 (5) (1)
Corporate services and public affairs2,588
 2,537
 4,994
 4,992
 2
 
2,618
 2,471
 7,612
 7,463
 6
 2
Information technology21,247
 19,995
 42,479
 39,903
 6
 6
22,265
 20,466
 64,744
 60,369
 9
 7
Legal and safety6,326
 5,829
 12,863
 12,087
 9
 6
6,246
 5,711
 19,109
 17,798
 9
 7
Marketing5,302
 6,174
 8,734
 9,884
 (14) (12)4,556
 4,336
 13,290
 14,220
 5
 (7)
Other9,150
 7,672
 15,279
 14,406
 19
 6
8,318
 4,911
 23,597
 19,317
 69
 22
Total CSS63,243
 60,817

121,935
 119,180
 4
 2
62,207
 57,222

184,142
 176,402
 9
 4
Allocation of CSS to business segments(51,524)
(49,805) (100,011) (98,495)
3
 2
(51,166)
(47,947) (151,177) (146,442)
7
 3
Unallocated CSS$11,719
 11,012

$21,924
 20,685

6 % 6 %$11,041
 9,275

$32,965
 29,960

19 % 10 %


Total CSS costs increased 4%9% in the secondthird quarter of 2017, due to higher information technology, compensation-related and professional services and information technology costs partially offset by lower marketing-related and compensation-related costs.associated with strategic initiatives. Total CSS costs increased 2%4% in the first half ofnine months ended September 30, 2017, due to higher information technology and professional services costs partially offset by lower compensation-related and marketing-related costs.associated with strategic initiatives. Unallocated CSS increased 6%19% in the secondthird quarter and 10% in the first half ofnine months ended September 30, 2017, driven by the same factors impacting total CSS costs.higher professional services costs associated with strategic initiatives.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (Continued)




FINANCIAL RESOURCES AND LIQUIDITY
 
Cash Flows
 
The following is a summary of our cash flows from continuing operations:
Six months ended June 30,Nine months ended September 30,
2017 20162017 2016
(In thousands)(In thousands)
Net cash (used in) provided by:      
Operating activities$731,695
 763,024
$1,166,191
 1,185,062
Financing activities(121,959) 69,047
(191,255) (55,554)
Investing activities(616,171) (823,336)(962,191) (1,108,584)
Effect of exchange rates on cash3,352
 (3,415)(5,226) (5,567)
Net change in cash and cash equivalents$(3,083) 5,320
$7,519
 15,357
 
Cash provided by operating activities decreased to $732 million$1.17 billion in the sixnine months ended JuneSeptember 30, 2017, compared with $763 million$1.19 billion in 2016, primarily due to lower earnings and higher working capital needs, partially offset by lower pension contributions.adjusted for non-cash items. Cash used in financing activities was $122$191 million in the sixnine months ended JuneSeptember 30, 2017, compared with cash provided from financing activities of $69$56 million in 2016, due to lower borrowing needs.needs from lower capital spending. Cash used in investing activities decreased to $616$962 million in the sixnine months ended JuneSeptember 30, 2017, compared with $823 million$1.11 billion in 2016, primarily due to lower payments for capital expenditures.
 
The following table shows our free cash flow computation:
Six months ended June 30,Nine months ended September 30,
2017 20162017 2016
(In thousands)(In thousands)
Net cash provided by operating activities from continuing operations$731,695

763,024
$1,166,191

1,185,062
Sales of revenue earning equipment (1)
202,033

245,681
289,432

331,720
Sales of operating property and equipment (1)
3,960

6,322
12,541

6,623
Collections on direct finance leases and other items (1)
32,829

43,957
54,227

60,229
Total cash generated (2)
970,517

1,058,984
1,522,391

1,583,634
Purchases of property and revenue earning equipment (1)
(855,252)
(1,120,182)(1,312,845)
(1,511,359)
Free cash flow (2)
$115,265

(61,198)$209,546

72,275
      
Memo:      
Net cash (used in) provided by financing activities$(121,959) 69,047
Net cash used in financing activities$(191,255) (55,554)
Net cash used in investing activities$(616,171) (823,336)$(962,191) (1,108,584)
    
———————————
(1)Included in cash flows from investing activities.
(2)Non-GAAP financial measures. Reconciliations of net cash provided by operating activities to total cash generated and to free cash flow are set forth in this table. Refer to the “Non-GAAP Financial Measures” section of this MD&A for the reasons why management believes these measures are important to investors.






ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (Continued)



The following table provides a summary of capital expenditures:
Six months ended June 30,Nine months ended September 30,
2017 20162017 2016
(In thousands)(In thousands)
Revenue earning equipment:      
ChoiceLease$673,332
 869,081
$985,541
 1,223,141
Commercial rental205,846
 67,738
295,638
 79,204
879,178
 936,819
1,281,179
 1,302,345
Operating property and equipment53,791
 77,883
94,850
 101,837
Total capital expenditures932,969

1,014,702
1,376,029

1,404,182
Changes in accounts payable related to purchases of revenue earning equipment(77,717) 105,480
(63,184) 107,177
Cash paid for purchases of property and revenue earning equipment$855,252

1,120,182
$1,312,845

1,511,359
  
Capital expenditures decreased 8% to $933 million in the sixnine months ended JuneSeptember 30, 2017 of $1.38 billion, were largely unchanged from the prior year, reflecting planned lower investments in our lease fleet, partiallygreater use of redeployed vehicles to fulfill new ChoiceLease contracts. Lower ChoiceLease spending was offset by higher planned investments to refresh our commercial rental fleet. We expect full-year 2017 capital expenditures to be approximately $2$1.9 billion. We expect to fund 2017 capital expenditures primarily with internally generated funds and additional debt financing.

Financing and Other Funding Transactions

We utilize external capital primarily to support working capital needs and growth in our asset-based product lines. The variety of debt financing alternatives typically available to fund our capital needs include commercial paper, long-term and medium-term public and private debt, asset-backed securities, bank term loans, leasing arrangements and bank credit facilities. Our principal sources of financing are issuances of commercial paper and medium-term public debt.

Our ability to access unsecured debt in the capital markets is impacted by both our short-term and long-term debt ratings. These ratings are intended to provide guidance to investors in determining the credit risk associated with particular Ryder securities based on current information obtained by the rating agencies from us or from other sources. Lower ratings generally result in higher borrowing costs, as well as reduced access to unsecured capital markets. A significant downgrade of our short-term debt ratings would impair our ability to issue commercial paper and likely require us to rely on alternative funding sources. A significant downgrade would not affect our ability to borrow amounts under our revolving credit facility, described below and above in Note 6, "Debt," to Consolidated Condensed Financial Statements, assuming ongoing compliance with the terms and conditions of the credit facility.

Our debt ratings and rating outlooks at JuneSeptember 30, 2017, were as follows:
 Rating Summary  
 Short-Term Long-Term Outlook
Fitch RatingsF-2 A-  Stable
Standard & Poor’s Ratings ServicesA-2 BBB+  Stable
Moody’s Investors ServiceP-2 Baa1  Stable
 
Cash and cash equivalents totaled $55$65 million as of JuneSeptember 30, 2017. As of JuneSeptember 30, 2017, approximately $28$29 million was held outside the U.S. and is available to fund operations and other growth of non-U.S. subsidiaries. If we decide to repatriate cash and cash equivalents held outside the U.S., we may be subject to additional U.S. income taxes and foreign withholding taxes. However, our intent is to permanently reinvest these foreign amounts outside the U.S. and our current plans do not demonstrate a need to repatriate these foreign amounts to fund our U.S. operations.

We believe that our operating cash flows, together with our access to the public unsecured bond market, commercial paper market and other available debt financing, will be adequate to meet our operating, investing and financing needs in the foreseeable future. However, there can be no assurance that unanticipated volatility and disruption in the public unsecured debt market or the commercial paper market would not impair our ability to access these markets on terms commercially acceptable to us or at all. If we cease to have access to public bonds, commercial paper and other sources of unsecured borrowings, we would meet our liquidity needs by drawing upon contractually committed lending agreements as described below and/or by seeking other funding sources.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (Continued)



As of JuneSeptember 30, 2017, we had the following amounts available to fund operations under the following facilities:
 (In millions)
Global revolving credit facility$339664
Trade receivables program$175
 
See Note 6, "Debt", in the Notes to Consolidated Condensed Financial Statements for a discussion of these debt facilities.

The following table shows the movements in our debt balance:
Six months ended June 30,Nine months ended September 30,
2017 20162017 2016
(In thousands)(In thousands)
Debt balance at January 1$5,391,274
 5,502,627
$5,391,274
 5,502,627
Cash-related changes in debt:      
Net change in commercial paper borrowings329,268
 162,105
2,153
 73,597
Proceeds from issuance of medium-term notes299,511
 298,254
595,785
 298,254
Proceeds from issuance of other debt instruments276,017
 
277,517
 
Retirement of medium term notes(700,000) (300,000)(700,000) (300,000)
Other debt repaid(225,999) (28,416)(238,160) (40,707)
Debt issuance costs paid(685) (622)(1,379) (622)
(21,888) 131,321
(64,084) 30,522
Non-cash changes in debt:      
Fair value adjustment on notes subject to hedging(1,010) 15,736
(3,168) 8,960
Addition of capital lease obligations3,392
 777
6,209
 948
Changes in foreign currency exchange rates and other non-cash items13,075
 (16,447)18,995
 (23,416)
Total changes in debt(6,431) 131,387
(42,048) 17,014
Debt balance at June 30$5,384,844
 5,634,014
Debt balance at September 30$5,349,226
 5,519,641

In accordance with our funding philosophy, we attempt to align the aggregate average remaining re-pricing life of our debt with the aggregate average remaining re-pricing life of our assets. We utilize both fixed-rate and variable-rate debt to achieve this alignment and generally target a mix of 20% - 40% variable-rate debt as a percentage of total debt outstanding. The variable-rate portion of our total debt (including notional value of swap agreements) was 33% and 30% as of JuneSeptember 30, 2017 and December 31, 2016, respectively.2016.

Refer to Note 6, “Debt,” in the Notes to Consolidated Condensed Financial Statements for further discussion around the global revolving credit facility, the trade receivables program, the issuance of medium-term notes, under our shelf registration statement, asset-backed financing obligations and debt maturities.

Ryder’s debt to equity ratios were 256%246% and 263% as of JuneSeptember 30, 2017 and December 31, 2016, respectively. The debt to equity ratio represents total debt divided by total equity. The Company has revised itsCompany's target debt to equity ratio tois 250% to 300%.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (Continued)



Pension Information

The funded status of our pension plans is dependent upon many factors, including returns on invested assets and the level of certain market interest rates. We review pension assumptions regularly and may, from time to time, make voluntary contributions to our pension plans, which exceed the amounts required by statute. In 2017, the expected total contributions to our pension plans are approximately $23$22 million. During the sixnine months ended JuneSeptember 30, 2017, we contributed $7.2$10.6 million to our pension plans. Changes in interest rates and the market value of the securities held by the plans during 2017 could materially change, positively or negatively, the funded status of the plans and affect the level of pension expense and contributions in 2017 and beyond. See Note 12, “Employee Benefit Plans,” in the Notes to Consolidated Condensed Financial Statements for additional information.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (Continued)



Share Repurchases and Cash Dividends

See Note 8, “Share Repurchase Programs,” in the Notes to Consolidated Condensed Financial Statements for a discussion of share repurchases.

In May 2017, our Board of Directors declared a quarterly cash dividend of $0.44 per share of common stock. In JulyOctober 2017, our Board of Directors declared a quarterly cash dividend of $0.46 per common share of common stock.


RECENT ACCOUNTING PRONOUNCEMENTS

See Note 2, “Recent Accounting Pronouncements," in the Notes to Consolidated Condensed Financial Statements for a discussion of recent accounting pronouncements.


ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (Continued)



NON-GAAP FINANCIAL MEASURES

This Quarterly Report on Form 10-Q includes information extracted from consolidated condensed financial information but not required by generally accepted accounting principles in the United StatsStates of America (U.S. GAAP) to be presented in the financial statements. Certain elements of this information are considered “non-GAAP financial measures” as defined by SEC rules. Non-GAAP financial measures should be considered in addition to, but not as a substitute for or superior to, other measures of financial performance or liquidity prepared in accordance with U.S. GAAP. Also, our non-GAAP financial measures may not be comparable to financial measures used by other companies. We provide a reconciliation of each of these non-GAAP financial measures to the most comparable U.S. GAAP measure in this non-GAAP financial measures section. We also provide the reasons why management believes each non-GAAP financial measure is useful to investors in this section.
Specifically, we refer to the following non-GAAP financial measures in this Form 10-Q:
Non-GAAP Financial MeasureComparable U.S. GAAP Measure
Operating Revenue Measures:
 
Operating RevenueTotal Revenue
FMS Operating RevenueFMS Total Revenue
DTS Operating RevenueDTS Total Revenue
SCS Operating RevenueSCS Total Revenue
FMS EBT as a % of FMS Operating RevenueFMS EBT as a % of FMS Total Revenue
DTS EBT as a % of DTS Operating RevenueDTS EBT as a % of DTS Total Revenue
SCS EBT as a % of SCS Operating RevenueSCS EBT as a % of SCS Total Revenue
Comparable Earnings Measures:
 
Comparable Earnings Before Income TaxEarnings Before Income Tax
Comparable EarningsEarnings from Continuing Operations
Comparable EPSEPS from Continuing Operations
Cash Flow Measures:
 
Total Cash Generated and Free Cash FlowCash Provided by Operating Activities








ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (Continued)



Set forth in the table below is an explanation of each non-GAAP financial measure and why management believes that presentation of each non-GAAP financial measure provides useful information to investors:
 
Operating Revenue Measures:
   
 
Operating Revenue
FMS Operating Revenue
DTS Operating Revenue
SCS Operating Revenue
FMS EBT as a % of FMS Operating Revenue
DTS EBT as a % of DTS Operating Revenue
SCS EBT as a % of SCS Operating Revenue
Operating revenue is defined as total revenue for Ryder System, Inc. or each business segment (FMS, DTS and SCS), respectively, excluding any (1) fuel and (2) subcontracted transportation. We believe operating revenue provides useful information to investors as we use it to evaluate the operating performance of our core businesses and as a measure of sales activity at the consolidated level for Ryder System, Inc., as well as for each of our business segments. We also use segment EBT as a percentage of segment operating revenue for each business segment for the same reason. Note: FMS EBT, DTS EBT and SCS EBT, our primary measures of segment performance, are not non-GAAP measures.
Fuel: We exclude FMS, DTS and SCS fuel from the calculation of our operating revenue measures, as fuel is an ancillary service that we provide our customers, which is impacted by fluctuations in market fuel prices, and the costs are largely a pass-through to our customers, resulting in minimal changes in our profitability during periods of steady market fuel prices. However, profitability may be positively or negatively impacted by rapid changes in market fuel prices during a short period of time, as customer pricing for fuel services is established based on trailing market fuel costs.
Subcontracted transportation: We also exclude subcontracted transportation from the calculation of our operating revenue measures, as these services are also typically a pass-through to our customers and, therefore, fluctuations result in minimal changes to our profitability. While our DTS and SCS business segments subcontract certain transportation services to third party providers, our FMS business segment does not engage in subcontracted transportation and, therefore, this item is not applicable to FMS.
 
Comparable Earnings Measures:
   
 
Comparable earnings before income tax (EBT)
Comparable Earnings
Comparable earnings per diluted common share (EPS)

Comparable EBT, comparable earnings and comparable EPS are defined, respectively, as GAAP EBT, earnings and EPS, all from continuing operations, excluding (1) non-operating pension costs and (2) any other significant items that are not representative of our business operations. We believe these comparable earnings measures provide useful information to investors and allow for better year-over-year comparison of operating performance.
Non-Operating Pension Costs: Our comparable earnings measures exclude non-operating pension costs, which include the amortization of net actuarial loss and prior service cost, interest cost and expected return on plan assets components of pension and postretirement benefit costs. We exclude non-operating pension costs because we consider these to be impacted by financial market performance and outside the operational performance of our business.
Other Significant Items: Our comparable earnings measures also exclude other significant items that are not representative of our business operations. These other significant items vary from period to period and, in some periods, there may be no such significant items. In the three and six monthsnine month periods ended JuneSeptember 30, 2017, we exclude the following other significant items from our comparable earnings measures in this Form 10-Q:
___(1) Restructuring:Fees related to cost-savings program: In the third quarter of 2017, we recorded consulting fees associated with a cost-savings program.
(2) Pension settlement charge: In the third quarter of 2017, we recorded an estimated pension settlement charge for the exit from a U.S. multi-employer pension plan.
(3) Tax law change - rate increase: In the third quarter of 2017, the state of Illinois enacted changes to their tax system, which increased the provision for income taxes by $1.8 million.
(4) Restructuring: In the second quarter of 2017, we recorded restructuring credits related to the gains on sale of certain UK facilities.


ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (Continued)


      (2)(5) Operating tax adjustment:adjustment: In the first quarter of 2017, we recorded a one-time charge of $2.2 million related to operating tax expenses that had not been recognized in prior period earnings.
      (3)(6) Pension-related adjustments:adjustments: In the second quarter of 2016, it was determined that certain pension benefit improvements made in 2009 were not fully reflected in our projected benefit obligation, resulting in a charge to reflect those pension benefits.
Calculation of comparable tax rate:rate: The comparable provision for income taxes is computed using the same methodology as the GAAP provision for income taxes. Income tax effects of non-GAAP adjustments are calculated based on the statutory tax rates of the jurisdictions to which the non-GAAP adjustments relate.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (Continued)


Cash Flow Measures:
   
Total Cash Generated
Free Cash Flow

We consider total cash generated and free cash flow to be important measures of comparative operating performance, as our principal sources of operating liquidity are cash from operations and proceeds from the sale of revenue earning equipment.
Total Cash Generated: Total cash generated is defined as the sum of (1) net cash provided by operating activities, (2) net cash provided by the sale of revenue earning equipment, (3) net cash provided by the sale of operating property and equipment, (4) collections on direct finance leases and (5) other cash inflows from investing activities. We believe total cash generated is an important measure of total cash flows generated from our ongoing business activities.
Free Cash Flow: We refer to the net amount of cash generated from operating activities and investing activities (excluding changes in restricted cash and acquisitions) from continuing operations as “free cash flow”. We calculate free cash flow as the sum of (1) net cash provided by operating activities, (2) net cash provided by the sale of revenue earning equipment, (3) net cash provided by the sale of operating property and equipment, (4) collections on direct finance leases and (5) other cash inflows from investing activities, less (6) purchases of property and revenue earning equipment. We believe free cash flow provides investors with an important perspective on the cash available for debt service and for shareholders, after making capital investments required to support ongoing business operations. Our calculation of free cash flow may be different from the calculation used by other companies and, therefore, comparability may be limited.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (Continued)




The following table provides a reconciliation of U.S. GAAP earnings before taxes (EBT), earnings, and earnings per diluted share (EPS) from continuing operations to comparable EBT, comparable earnings and comparable EPS from continuing operations, which was not provided within the MD&A discussion.

EBT, earnings and diluted EPS from continuing operations in the sixthree and nine months ended JuneSeptember 30, 2017 and 2016, included certain items we do not consider indicative of our business operations and have been excluded from our comparable EBT, comparable earnings and comparable diluted EPS measures. The following table lists a summary of these items, which are discussed in more detail throughout our MD&A and within the Notes to Consolidated Condensed Financial Statements:
EBT Earnings Diluted EPSEBT Earnings Diluted EPS
2017 2016 2017 2016 2017 20162017 2016 2017 2016 2017 2016
Three months ended June 30,(In thousands, except per share amounts)
Three months ended September 30,(In thousands, except per share amounts)
EBT/Earnings/EPS$80,692
 116,779
 $51,343
 74,042
 $0.97
 1.38
$94,343
 131,698
 $58,913
 85,138
 $1.11
 1.59
Non-operating pension costs6,587
 7,770
 3,838
 4,448
 0.07
 0.09
6,958
 7,443
 4,019
 4,420
 0.08
 0.08
Restructuring(2,574) 
 (2,084) 
 (0.04) 
Pension-related adjustments
 7,650
 
 4,817
 
 0.09
Pension settlement charge5,454
 
 3,304
 
 0.06
 
Fees related to cost-savings program4,255
 
 2,740
 
 0.05
 
Tax law change - rate increase
 
 1,844
 
 0.03
 
Comparable EBT/ Earnings/ EPS$84,705
 132,199
 $53,097
 83,307
 $1.00
 1.56
$111,010
 139,141
 $70,820
 89,558
 $1.33
 1.67
                      
Six months ended June 30,           
Nine months ended September 30,           
EBT/Earnings/EPS$140,648
 205,487
 $89,622
 130,227
 $1.68
 2.43
$234,991
 337,185
 $148,535
 215,365
 $2.79
 4.02
Non-operating pension costs13,917
 14,580
 8,047
 8,437
 0.15
 0.16
20,875
 22,023
 12,065
 12,857
 0.24
 0.24
Pension settlement charge5,454
 
 3,303
 
 0.06
 
Fees related to cost-savings program4,255
 
 2,740
 
 0.05
 
Operating tax adjustment2,205
 
 1,677
 
 0.03
 
2,205
 
 1,677
 
 0.03
 
Restructuring(2,574) 
 (2,084) 
 (0.04) 
(2,574) 
 (2,085) 
 (0.04) 
Pension-related adjustments
 7,650
 
 4,817
 
 0.09
Tax law change - rate increase
 
 1,844
 
 0.03
 
Pension-related adjustment
 7,650
 
 4,817
 
 0.09
Comparable EBT/ Earnings/ EPS$154,196
 227,717
 $97,262
 143,481
 $1.82
 2.68
$265,206
 366,858
 $168,079
 233,039
 $3.16
 4.35


The following table provides a reconciliation of the provision for income taxes to the comparable provision for income taxes:
Three months ended June 30, Six months ended June 30,Three months ended September 30, Nine months ended September 30,
2017 2016 2017 20162017 2016 2017 2016
(Dollars in thousands)(Dollars in thousands)
Provision for income taxes (1)
$(29,349) (42,737) $(51,026) (75,260)$(35,430) (46,560) $(86,456) (121,820)
Income tax effects of non-GAAP adjustments (1)
(2,259) (6,155) (5,908) (8,976)(4,760) (3,023) (10,671) (11,999)
Comparable provision for income taxes (1)
$(31,608) (48,892) $(56,934) (84,236)$(40,190) (49,583) $(97,127) (133,819)
———————————
(1)The comparable provision for income taxes is computed using the same methodology as the GAAP provision of income taxes. Income tax effects of non-GAAP adjustments are calculated based on statutory tax rates of the jurisdictions to which the non-GAAP adjustments related.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (Continued)




The following table provides a numerical reconciliation of net cash provided by operating activities to total cash generated and free cash flow for the sixnine months ended JuneSeptember 30, 2017:
Six months ended June 30,Nine months ended September 30,
2017 20162017 2016
(In thousands)(In thousands)
Net cash provided by operating activities from continuing operations$731,695
 763,024
$1,166,191
 1,185,062
Sales of revenue earning equipment (1)
202,033
 245,681
289,432
 331,720
Sales of operating property and equipment (1)
3,960
 6,322
12,541
 6,623
Collections on direct finance leases and other items (1)
32,829
 43,957
54,227
 60,229
Total cash generated (2)
970,517
 1,058,984
1,522,391
 1,583,634
Purchases of property and revenue earning equipment (1)
(855,252) (1,120,182)(1,312,845) (1,511,359)
Free cash flow (2)
$115,265
 (61,198)$209,546
 72,275
      
Memo:      
Net cash (used in) provided by financing activities$(121,959) 69,047
$(191,255) (55,554)
Net cash used in investing activities$(616,171) (823,336)$(962,191) (1,108,584)
————————————
(1)Included in cash flows from investing activities.


The following table provides a reconciliation of total revenue to operating revenue, which was not provided within the MD&A discussion:
Three months ended June 30, Six months ended June 30,Three months ended September 30, Nine months ended September 30,
2017 2016 2017 20162017 2016 2017 2016
(In thousands)(In thousands)
Total revenue$1,793,214
 1,703,744
 $3,541,377
 3,333,416
$1,848,529
 1,724,418
 $5,389,906
 5,057,834
Fuel(169,618) (161,432) (344,873) (301,883)(175,106) (162,293) (519,979) (464,176)
Subcontracted transportation(140,407) (92,599) (268,189) (175,807)(147,970) (93,832) (416,159) (269,639)
Operating revenue$1,483,189
 1,449,713
 $2,928,315
 2,855,726
$1,525,453
 1,468,293
 $4,453,768
 4,324,019


The following table provides a reconciliation of FMS total revenue to FMS operating revenue, which was not provided within the MD&A discussion:
Three months ended June 30, Six months ended June 30,Three months ended September 30, Nine months ended September 30,
2017 2016 2017 20162017 2016 2017 2016
(In thousands)(In thousands)
FMS total revenue$1,163,579
 1,151,513
 $2,296,049
 2,249,441
$1,195,798
 1,155,011
 $3,491,847
 3,404,452
Fuel (1)
(165,014) (156,275) (335,268) (291,879)(169,787) (157,108) (505,055) (448,987)
FMS operating revenue$998,565
 995,238
 $1,960,781
 1,957,562
$1,026,011
 997,903
 $2,986,792
 2,955,465
              
FMS EBT$68,090
 111,155
 $120,280
 194,047
$100,693
 112,507
 $220,973
 306,554
FMS EBT as a % of FMS total revenue5.9% 9.7% 5.2% 8.6%8.4% 9.7% 6.3% 9.0%
FMS EBT as a % of FMS operating revenue6.8% 11.2% 6.1% 9.9%9.8% 11.3% 7.4% 10.4%
————————————
(1)Includes intercompany fuel sales from FMS to DTS and SCS.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (Continued)




The following table provides a reconciliation of DTS total revenue to DTS operating revenue, which was not provided within the MD&A discussion:
Three months ended June 30, Six months ended June 30,Three months ended September 30, Nine months ended September 30,
2017 2016 2017 20162017 2016 2017 2016
(In thousands)(In thousands)
DTS total revenue$272,612
 258,262
 $539,286
 503,104
$272,334
 260,921
 $811,620
 764,025
Subcontracted transportation(45,300) (37,924) (90,603) (69,153)(46,230) (37,743) (136,833) (106,896)
Fuel (1)
(27,540) (26,046) (55,555) (49,386)(28,187) (26,530) (83,742) (75,916)
DTS operating revenue$199,772
 194,292
 $393,128
 384,565
$197,917
 196,648
 $591,045
 581,213
              
DTS EBT$14,849
 16,460
 $26,122
 30,716
$13,770
 17,584
 $39,892
 48,300
DTS EBT as a % of DTS total revenue5.4% 6.4% 4.8% 6.1%5.1% 6.7% 4.9% 6.3%
DTS EBT as a % of DTS operating revenue7.4% 8.5% 6.6% 8.0%7.0% 8.9% 6.7% 8.3%
————————————
(1)Includes intercompany fuel sales from FMS to DTS.

The following table provides a reconciliation of SCS total revenue to SCS operating revenue, which was not provided within the MD&A discussion:
Three months ended June 30, Six months ended June 30,Three months ended September 30, Nine months ended September 30,
2017 2016 2017 20162017 2016 2017 2016
(In thousands)(In thousands)
SCS total revenue$470,724
 402,052
 $933,473
 790,767
$496,004
 416,898
 $1,429,477
 1,207,665
Subcontracted transportation(95,107) (54,675) (177,586) (106,654)(101,740) (56,089) (279,326) (162,743)
Fuel (1)
(16,903) (15,819) (35,417) (30,139)(17,835) (15,356) (53,252) (45,495)
SCS operating revenue$358,714
 331,558
 $720,470
 653,974
$376,429
 345,453
 $1,096,899
 999,427
              
SCS EBT$25,858
 28,362
 $53,307
 48,149
$22,052
 30,956
 $75,359
 79,105
SCS EBT as a % of SCS total revenue5.5% 7.1% 5.7% 6.1%4.4% 7.4% 5.3% 6.6%
SCS EBT as a % of SCS operating revenue7.2% 8.6% 7.4% 7.4%5.9% 9.0% 6.9% 7.9%
————————————
(1)Includes intercompany fuel sales from FMS to SCS.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (Continued)


FORWARD-LOOKING STATEMENTS

Forward-looking statements (within the meaning of the Federal Private Securities Litigation Reform Act of 1995) are statements that relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends concerning matters that are not historical facts. These statements are often preceded by or include the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “will,” “may,” “could,” “should” or similar expressions. This Quarterly Report on Form 10-Q contains forward-looking statements including, but not limited to, statements regarding:

our expectations in our FMS business segment regarding anticipated ChoiceLease and commercial rental revenue and demand;
our expectations in our DTS and SCS business segments regarding anticipated total and operating revenue trends and growth rates;
our expectations of the long-term residual values of revenue earning equipment;
the anticipated decline in NLE vehicles in inventory through the end of the year;
our expectations of operating cash flow and capital expenditures through the end of 2017;
the adequacy of our accounting estimates and reserves for pension expense, compensation expense and employee benefit plan obligations, depreciation and residual value guarantees and income taxes;
the adequacy of estimates we make in preparing financial statements including our fair value estimates of employee incentive awards under our share-based compensation plans, publicly traded debt and other debt;
our beliefs regarding the default risk of our direct financing lease receivables;
our ability to fund all of our operating, investing and financial needs for the foreseeable future through internally generated funds and outside funding sources;
the anticipated impact of fuel price fluctuations;
our expectations as to return on pension plan assets, future pension expense and estimated contributions;
our expectations regarding the scope, anticipated outcomes and the adequacy of our loss provisions with respect to certain claims, proceedings and lawsuits;
our expectations about the need to repatriate foreign cash to the U.S.;
our ability to access commercial paper and other available debt financing in the capital markets;
our expectations regarding the future use and availability of funding sources; and
the anticipated impact of recent accounting pronouncements.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (Continued)


These statements, as well as other forward-looking statements contained in this Quarterly Report, are based on our current plans and expectations and are subject to risks, uncertainties and assumptions. We caution readers that certain important factors could cause actual results and events to differ significantly from those expressed in any forward-looking statement. These risk factors include, but are not limited to, the following:

Market Conditions:
 Ÿ Changes in general economic and financial conditions in the U.S. and worldwide leading to decreased demand for our services, lower profit margins, increased levels of bad debt and reduced access to credit
 Ÿ Decreases in freight demand which would impact both our transactional and variable-based contractual business
 Ÿ Changes in our customers’ operations, financial condition or business environment that may limit their need for, or ability to purchase, our services
 Ÿ Further decreases in market demand affecting the commercial rental market and used vehicle sales as well as global economic conditions
 Ÿ Volatility in customer volumes and shifting customer demand in the industries serviced by our SCS business
 Ÿ Changes in current financial, tax or regulatory requirements that could negatively impact the leasing market
Competition:
 Ÿ Advances in technology may impact demand for our services or may require increased investments to remain competitive, which may take time and require additional investment and increase costs which our customers may not be willing to accept higher prices to cover the cost of these investments
 Ÿ Competition from other service providers, some of which have greater capital resources or lower capital costs, or from our customers, who may choose to provide services themselves
 Ÿ Continued consolidation in the markets in which we operate which may create large competitors with greater financial resources
 Ÿ Our inability to maintain current pricing levels due to economic conditions, demand for services, customer acceptance or competition
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (Continued)


Profitability:
 Ÿ Our inability to obtain adequate profit margins for our services
 Ÿ Lower than expected sales volumes or customer retention levels
 Ÿ Decreases in commercial rental fleet utilization and pricing
 Ÿ Lower than expected demand for, and values of used vehicles
 Ÿ Loss of key customers in our DTS and SCS business segments
 Ÿ Our inability to adapt our product offerings to meet changing consumer preferences on a cost-effective basis
 Ÿ The inability of our legacy information technology systems to provide timely access to data
 Ÿ Sudden changes in fuel prices and fuel shortages
ŸHigher prices for vehicles, diesel engines and fuel as a result of new environmental standards
 Ÿ Higher than expected maintenance costs and lower than expected benefits associated with our maintenance initiatives
 Ÿ Our inability to successfully execute our asset management initiatives, maintain our fleet at normalized levels and right-size our fleet in line with demand
 Ÿ Our inability to redeploy vehicles and prepare vehicles for sale in a cost-efficient manner
 Ÿ Our key assumptions and pricing structure of our DTS and SCS contracts prove to be inaccurate
 Ÿ Increased unionizing, labor strikes and work stoppages
 Ÿ Difficulties in attracting and retaining drivers and technicians due to driver and technician shortages, which may result in higher costs to procure drivers and technicians and higher turnover rates affecting our customers
 Ÿ Our inability to manage our cost structure
 Ÿ Our inability to limit our exposure for customer claims
 Ÿ Unfavorable or unanticipated outcomes in legal proceedings or uncertain positions
 Ÿ Business interruptions or expenditures due to severe weather or natural occurrences
 Ÿ Inability to react to and quickly adapt to changing market conditions


ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (Continued)


Financing Concerns:
 Ÿ Higher borrowing costs and possible decreases in available funding sources caused by an adverse change in our debt ratings
 Ÿ Unanticipated interest rate and currency exchange rate fluctuations
 Ÿ Negative funding status of our pension plans caused by lower than expected returns on invested assets and unanticipated changes in interest rates
 Ÿ Withdrawal liability as a result of our participation in multi-employer plans
 Ÿ Instability in U.S. and worldwide credit markets, resulting in higher borrowing costs and/or reduced access to credit
Accounting Matters:
 Ÿ Impact of unusual items resulting from ongoing evaluations of business strategies, asset valuations, acquisitions, divestitures and our organizational structure
 Ÿ Reductions in residual values or useful lives of revenue earning equipment
 Ÿ Increases in compensation levels, retirement rate and mortality resulting in higher pension expense; regulatory changes affecting pension estimates, accruals and expenses
 Ÿ Increases in health care costs resulting in higher insurance costs
 Ÿ Changes in accounting rules, assumptions and accruals
 Ÿ Impact of actual insurance claim and settlement activity compared to historical loss development factors used to project future development
 
Ÿ

 Lower than expected operating performance in our FMS Europe reporting unit could affect key assumptions used in our annual goodwill impairment test and result in impairment

Other risks detailed from time to time in our SEC filings including our 2016 Annual Report on Form 10-K.

New risk factors emerge from time to time and it is not possible for management to predict all such risk factors or to assess the impact of such risk factors on our business. As a result, no assurance can be given as to our future results or achievements. You should not place undue reliance on the forward-looking statements contained herein, which speak only as of the date of this Quarterly Report. We do not intend, or assume any obligation, to update or revise any forward-looking statements contained in this Quarterly Report, whether as a result of new information, future events or otherwise.




ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes to Ryder’s exposures to market risks since December 31, 2016. Please refer to the 2016 Annual Report on Form 10-K for a complete discussion of Ryder’s exposures to market risks.


ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of the end of the secondthird quarter of 2017, we carried out an evaluation, under the supervision and with the participation of management, including Ryder’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of Ryder’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as of the end of the secondthird quarter of 2017, Ryder’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) were effective.

Changes in Internal Controls over Financial Reporting

During the sixthree months ended JuneSeptember 30, 2017, there were no changes in Ryder’s internal control over financial reporting that have materially affected or are reasonably likely to materially affect such internal control over financial reporting.

PART II. OTHER INFORMATION


ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table provides information with respect to purchases we made of our common stock during the three months ended JuneSeptember 30, 2017:
 
 
Total Number
of Shares
Purchased(1)
 
Average Price
Paid per Share
 
Total Number  of
Shares
Purchased as
Part of Publicly
Announced
Programs
 
Maximum
Number of
Shares That May
Yet Be
Purchased
Under the
Anti-Dilutive
Program (2)
April 1 through April 30, 201751
 $74.45
 
 1,242,938
May 1 through May 31, 2017621,254
 68.17
 606,810
 636,128
June 1 through June 30, 2017170
 67.38
 
 636,128
Total621,475
 $68.17
 606,810
  
 
Total Number
of Shares
Purchased(1)
 
Average Price
Paid per Share
 
Total Number  of
Shares
Purchased as
Part of Publicly
Announced
Programs
 
Maximum
Number of
Shares That May
Yet Be
Purchased
Under the
Anti-Dilutive
Program (2)
July 1 through July 30, 20178,758
 $72.82
 
 636,128
August 1 through August 31, 2017105,394
 72.36
 105,394
 530,734
September 1 through September 30, 201734
 78.92
 
 530,734
Total114,186
 $72.40
 105,394
  
 ————————————
(1)During the three months ended JuneSeptember 30, 2017, we purchased an aggregate of 14,6658,892 shares of our common stock in employee-related transactions. Employee-related transactions may include: (i) shares of common stock withheld as payment for the exercise price of options exercised or to satisfy the employees' tax withholding liability associated with our share-based compensation programs and (ii) open-market purchases by the trustee of Ryder’s deferred compensation plans relating to investments by employees in our stock, one of the investment options available under the plans.
(2)In December 2015, our Board of Directors authorized a new share repurchase program intended to mitigate the dilutive impact of shares issued under our employee stock plans. Under the December 2015 program, management is authorized to repurchase (i) up to 1.5 million shares of common stock, the sum of which will not exceed the number of shares issued to employees under Ryder's employee stock plans from December 1, 2015 to December 9, 2017  plus (ii) 0.5 million shares issued to employees that were not purchased under Ryder's previous share repurchase program. The December 2015 program limits aggregate share repurchases to no more than 2 million shares of Ryder common stock. Share repurchases of common stock are made periodically in open-market transactions and are subject to market conditions, legal requirements and other factors. Management may establish prearranged written plans for Ryder under Rule 10b5-1 of the Securities Exchange Act of 1934 as part of the December 2015 program, which allow for share repurchases during Ryder’s quarterly blackout periods as set forth in the trading plan. 


ITEM 6. EXHIBITS

Exhibit Number Description
12.1
 
   
31.1
 
  
31.2
 
  
32
 














































SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 RYDER SYSTEM, INC.
 (Registrant)
   
Date: July 26,October 24, 2017By:/s/ Art A. Garcia
  Art A. Garcia
  Executive Vice President and Chief Financial Officer
  (Principal Financial &Officer)
Date: October 24, 2017/s/ Frank Mullen
Frank Mullen
Vice President and Controller
(Principal Accounting Officer)
   

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