UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------------
FORM 10-K*
ANNUAL REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 1-7654
FOR THE FISCAL YEAR ENDED
SEPTEMBER 30, 1996
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XTRA Corporation (Exact name of Registrant as specified in its charter)
DELAWARE 06-0954158
(State or other jurisdiction (I.R.S. Employer Identification number)
of incorporation or organization)
60 STATE STREET (617) 367-5000
BOSTON, MASSACHUSETTS 02109 (Registrant's telephone number)
(Address of principal executive offices)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
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Title of each class Name of exchange on which registered
Common Stock, Par Value $.50 per Share New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act: none
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Shares Outstanding of the Registrant's Common Stock at November 14, 1996:
15,246,099
Aggregate market value of voting stock held by non-affiliates of the registrant
at November 14, 1996: $612,000,000
-------------------------------------
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 twelve 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 ninety days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K X.
Portions of the Registrant's Annual Report to Stockholders for the fiscal year
ended September 30, 1996, of which this Form 10-K is a part, are incorporated by
reference in Parts I, II and IV. Portions of the Registrant's definitive Proxy
Statement for use at the 1996 Annual Meeting of Stockholders are incorporated
by reference in Part III.
*Exhibits to Form 10-K and Parent Company Financial Statements and Schedules
have been included only in copies of the Form 10-K filed with the Securities
and Exchange Commission.
A copy of this Form 10-K, including a list of exhibits and the Parent Company
Financial Statements and Schedules, is available free of charge to stockholders
upon written request to: Vice President and Chief Financial Officer, XTRA
Corporation, 60 State Street, Boston, Massachusetts 02109. In addition, upon
similar request, copies of individual exhibits will be furnished upon payment
of a reasonable fee.
PART I.
-------------------------------------
Item 1. Business
XTRA Corporation (the "Company" or "XTRA") leases, primarily on an operating
basis, freight transportation equipment including over-the-road trailers, marine
containers, intermodal trailers, chassis and domestic containers. XTRA leases
over-the-road and intermodal equipment throughout North America, predominantly
within the United States, to private fleet owners, railroads, contract and
common carriers, as well as marine containers which are leased worldwide to
steamship lines. Customers lease equipment primarily to cover cyclical, seasonal
and geographical shortages and as a substitute for purchasing. The choice of
equipment used is influenced by lease rates, terms, availability, condition and
size of equipment, as well as other factors.
XTRA's equipment utilization and lease rates, and hence profitability, are
impacted by the level of economic activity in North America, world trade
activity, the supply of and demand for available equipment, the actions of its
competitors and other factors in the freight transportation industry.
Utilization and hence profitability is usually seasonally lower in the second
and third fiscal quarters than in the first and fourth fiscal quarters. In
general, the Company's receivable collection experience has been good. However,
industry downturns tend to lengthen the collection period of certain
receivables.
Lease Types and Rates
The Company leases its equipment on both a per diem and term basis. Per diem
leases are for an initial period of less than one year and allow the customer
to return the equipment without notice, although some per diem leases limit the
amount and locations of equipment termination. Term leases provide for an
initial period of one year or greater; generally one to five years. Lease rates
depend upon the type of lease, length of term, maintenance provided and the type
and age of the equipment. Generally, customers are responsible for damage to the
equipment except for ordinary maintenance, although full-service leases are
available on some equipment types.
Equipment Fleet
The Company's equipment fleet has grown through fleet acquisitions of other
leasing companies and through purchases of new equipment. The new equipment,
supplied by a number of manufacturers, is built to the Company's specifications
and reflects industry standards and customers needs. The Company's fleet
consisted of the following units and net investment at the end of its last five
fiscal years:
Units in thousands, millions of dollars
----------------------------------------- Net Investment
Equipment Fleet(1) 1992 1993 1994 1995 1996 at 9/30/96
--------------------------------------------------------
Over-the-road trailers 30 65 69 76 75 $ 632
Marine containers - - - 126 152 419
Intermodal trailers 33 33 34 29 24 197
Chassis 7 15 16 21 24 119
Domestic containers 8 8 8 8 8 36
---- ---- ---- ------ ------ -------
Total 78 121 127 260 283 $ 1,403
---- ---- ---- ------ ------ -------
Net investment $478 $763 $860 $1,387 $1,403
---- ---- ---- ------ ------
(1) The Company's fleet size and net investment includes equipment owned by
the Company, equipment leased-in from third parties under operating and
capital leases and equipment leased to third parties under finance leases.
For purposes of this presentation, the net investment in equipment leased
to the Company on an
operating basis represents the present value of the remaining lease
payments. The net investment in revenue equipment leased to customers
under finance leases as well as equipment owned by the Company or leased
to the Company under capital leases represents the net carrying value of
this equipment. The significant increases in net investment in equipment
in 1993 and 1995 were primarily due to acquisitions. See Note 2 of the
Notes to Consolidated Financial Statements for information relating to
acquisitions.
For information regarding business information by geographic area, see Note 8 of
the Notes to Consolidated Financial Statements. For additional information,
including financing and capital expenditures, see Management's Discussion and
Analysis of Financial Condition and Results of Operations. Such information is
incorporated herein by reference.
Over-the-Road Trailers
XTRA's over-the-road fleet of 75,000 units, mostly dry cargo vans, consists
primarily of units 48' and 53' long by 102" wide. This equipment is leased to
private fleet owners, contract carriers and common carriers. Approximately 41%
of the trailer fleet was leased on a term basis at the end of fiscal 1996 with
the balance available for lease on a per diem basis.
Marine Containers
The Company's marine containers are standard, dry cargo 20' and 40' steel
containers leased primarily to steamship lines for transporting freight on ships
worldwide. XTRA's fleet consists of 152,000 units or 212,000 twenty-foot
equivalent units (TEUs), an industry measure of fleet size. Approximately 33%
of XTRA's marine container fleet was leased on a term basis at the end of fiscal
1996 with the remainder of the fleet available for lease on a per diem basis.
Intermodal Trailers
Intermodal trailers are designed to be carried on rail flatcars, pulled by
tractor over the highway and, to a lesser extent, transported by water carriers
on ships and barges. The Company's intermodal trailer fleet of 24,000 units
consists primarily of units 45' and 48' long by 102" wide. The Company's
intermodal trailers are leased primarily to North American railroads and water
carriers. Approximately 33% of the intermodal trailer fleet was leased on a term
basis at the end of fiscal 1996 with the remainder of the fleet available for
lease on a per diem basis.
Chassis
Chassis are wheeled rectangular frames used to transport containers over the
highway. Marine chassis are generally 20' or 40' in length to accommodate marine
containers and domestic chassis are generally 48' or 53' in length and handle
domestic containers. XTRA's marine and domestic chassis are used as transport
vehicles for marine and domestic containers which are loaded or unloaded at
shipyards, rail terminals or consignee locations. The Company's fleet of 24,000
units consists primarily of marine chassis and are leased to steamship lines,
railroads and motor carriers. Approximately 61% of the chassis fleet was leased
on a term basis at the end of fiscal 1996 with the balance available for lease
on a per diem basis.
Domestic Containers
Domestic containers are boxes used to transport freight via rail on railcars or
highway on chassis within North America. These containers are a substitute for
intermodal and over-the-road trailers, particularly on long-haul, heavy volume
routes. XTRA's fleet of approximately 8,000 units consists primarily of 48' long
by 102" wide units leased to North American railroads and other domestic freight
carriers. Approximately 75% of the Company's domestic container fleet was leased
on a term lease basis at the end of fiscal 1996 with the balance available for
lease on a per diem basis.
Competition
Leasing transportation equipment is a highly competitive business and is
affected by factors related to the freight transportation market. Lease terms
and lease rates, as well as availability, condition and size of equipment are
all important factors to the lessee. In addition, various types of
transportation equipment compete for business. Over-the-road trailers,
intermodal trailers, marine and domestic containers, and railroad rolling stock
are all potential vehicles for the movement of freight.
XTRA believes it is the second largest North American lessor of over-the-road
trailers with its principal competitor having a slightly larger fleet. Recent
estimates place the number of over-the-road trailers available for lease in
North America at approximately 260,000.
At the end of fiscal 1996, the world's marine container leasing fleet is
estimated at 5 million TEUs. XTRA believes it is one of the eight largest
marine container lessors in the world. The two largest lessors account for
approximately 50% of the leasing market.
The Company believes that the North American intermodal trailer fleet has
decreased from approximately 110,000 trailers at the end of 1991 to
approximately 95,000 trailers at the end of fiscal 1996. Some industry analysts
believe that demand will continue to decrease. The Company monitors the size of
the North American fleet relative to current and expected future demand and
bases its trailer acquisition and disposition decisions, in part, on these
factors. XTRA believes it is the second largest North American lessor of
intermodal trailers.
XTRA believes it is the fifth largest North American chassis lessor with
approximately 9% of the leasing fleet. The Company believes it is the third
largest lessor of domestic containers with approximately 13% of the fleet.
Locations and Operations
XTRA's North American equipment is leased from equipment pools operated by
Company employees at 92 locations. The marine container operations are managed
by 14 Company offices and 9 agency locations, which utilize 105 independent
depot locations worldwide to store and maintain equipment.
Employees
The Company had approximately 900 employees at September 30, 1996.
Corporate Organization
The Company was organized in 1957. XTRA's management subsidiary X-L-CO, INC. is
located at 60 State Street, Boston, Massachusetts 02109 (telephone number (617)
367-5000).
XTRA Inc., a subsidiary of XTRA Corporation, owns substantially all of the
Company's transportation equipment and conducts the Company's leasing business
through certain of its subsidiaries pursuant to management service agreements.
On October 1, 1996, XTRA Missouri, Inc., an intermediate holding company, was
merged into the Company. As a result of the merger, XTRA Inc. became a wholly-
owned direct subsidiary of the Company. For disclosure on significant
subsidiaries, see Note 12 of the Notes to Consolidated Financial Statements.
Item 2. Properties
The Company maintains 92 facilities for the storage and distribution of its
over-the-road and intermodal equipment throughout North America, occupying 677
acres, of which 386 are owned. Except for locations in Chicago and the St. Louis
area, consisting of 54 and 157 acres, respectively, these facilities are
generally 2 to 16 acres. The marine container business is managed through 14
offices worldwide.
Item 3. Legal Proceedings
The Company has reached agreements to resolve its alleged involvement with
respect to the environmental problems at the Edgerton Sand and Gravel Landfill
site in Edgerton, Wisconsin and an adjacent manufacturing facility owned by its
subsidiary prior to 1978. These agreements resolved the amount of the Company's
financial obligations with respect to the remediation as well as the provision
of an alternative water supply to affected residences in the area of the
landfill site. The Company's financial obligations under these agreements were
not material to the financial condition of the Company and had previously been
fully provided for in the Company's financial statements.
The Illinois Environmental Protection Agency has notified a subsidiary of the
Company of alleged environmental contamination resulting from the zinc smelting
operations by a prior owner of property that the subsidiary owns in Fairmont
City, Illinois. The Company has had its initial discussions with the successors
in interest currently responsible for the liabilities of the prior owner with
respect to participation in an investigation and cleanup of the facility under
the Illinois voluntary remediation program. Based upon the Company's current
understanding of the nature of the contamination, the Company believes that the
resolution of this matter will not have a material impact on the Company's
results of operations, cash flows or financial condition.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted to stockholders of the Company during the fourth
quarter of 1996.
Item 4A. Executive Officers of the Registrant
The executive officers of the Company, the age of each, and the period during
which each has served in his present office are as follows:
Lewis Rubin (58) - President and Chief Executive Officer. Mr. Rubin was
President and Chief Executive Officer of Flexi-Van Corporation, a Company
engaged in the leasing of intermodal transportation equipment, from 1981 to
1983. He served as President and Chief Executive Officer of Gelco CTI Container
Services, a subsidiary of Gelco Corporation, and as an Executive Vice President
of Gelco Corporation from 1984 to 1988. Mr. Rubin was elected President and
Chief Operating Officer of the Company in 1990. He was elected to his present
position in 1990.
Robert B. Blakeley (36) - Vice President and Controller. Mr. Blakeley joined the
Company in 1984, was promoted to Assistant Controller in 1987 and was elected to
Controller and Chief Accounting Officer in 1991. Mr. Blakeley was elected to
his present position in 1996.
Jeffrey R. Blum (44) - Vice President, Administration and Human Resources. Mr.
Blum joined the Company and was elected to his current position in 1995. Prior
to 1995, Mr. Blum served in similar capacities at First Winthrop Corporation
from 1993 to 1995 and Signal Capital Corporation prior to 1993.
Michael K. Fox (50) - Vice President, XTRA Intermodal. Mr. Fox joined the
Company in 1981 and was elected to several managerial positions. He was elected
Divisional Executive Vice President, XTRA Intermodal in 1993. He was elected to
his present position in 1994.
William H. Franz (45) - Vice President, XTRA Lease. Mr. Franz was previously
employed by two large over-the-road lessors, Transport International Pool and
Strick Lease. He joined the Company in 1992 and was elected to the position of
Divisional Executive Vice President, XTRA Lease in 1993. He was elected to his
present position in 1993.
Frederick M. Gutterson (54) - Vice President, XTRA International. Mr. Gutterson
was President and Chief Executive Officer of Matson Leasing Company, Inc. since
its inception in 1989. He was elected to his present position in 1995 following
the Matson acquisition.
Christopher P. Joyce (35) - Vice President and Treasurer. Mr. Joyce joined the
Company in 1985. He was promoted to Assistant Treasurer in 1991 and was elected
to Treasurer in 1993. Mr. Joyce was elected to his present position in 1996.
James R. Lajoie (56) - Vice President, General Counsel and Secretary. Mr. Lajoie
joined the Company as General Counsel in 1981. He was elected Vice President and
General Counsel in 1987 and was elected to his present position in 1990.
Michael J. Soja (47) - Vice President and Chief Financial Officer. Mr. Soja
joined the Company as Assistant Controller in 1974, was elected Controller in
1978, and elected Vice President in 1979. He was elected Vice President, Finance
and Administration in 1981 and was elected Vice President, Finance and Treasurer
in 1990. Mr. Soja was elected to his present position in 1990.
Charles D. Willmott (44) - Vice President, Marketing and Planning. Mr. Willmott
was President of Distribution International Corporation, the holding company for
the Strick Companies, prior to joining the Company in 1992. Mr. Willmott was
elected to his present position in 1993, following the Strick Lease acquisition.
All terms of office expire as of the date of the Board of Directors' meeting
following the next Annual Meeting of Stockholders and until their respective
successors are elected and qualified.
PART II.
-------------------------------------
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
The Company's Common Stock is listed on the New York Stock Exchange and trades
under the symbol "XTR". The approximate number of record holders as of November
14, 1996 was 877. The following table sets forth the range of high and low sale
prices of the Company's Common Stock on the New York Stock Exchange Composite
Tape and dividends declared during fiscal years ended September 30, 1995 and
1996.
Dividends
High Low Declared
--------------------------------------
1995: First Quarter $51 7/8 $40 $.14
Second Quarter 52 1/2 44 1/8 .16
Third Quarter 51 1/8 44 3/8 .16
Fourth Quarter 49 1/4 42 3/4 .16
1996: First Quarter 44 3/4 41 5/8 .16
Second Quarter 46 3/4 39 3/4 .18
Third Quarter 47 3/8 44 1/4 .18
Fourth Quarter 45 7/8 40 1/2 .18
The Company has paid quarterly cash dividends on its Common Stock since
January 1977. Future dividends will be determined by the Board of Directors and
will be dependent upon the earnings, financial condition and cash requirements
of the Company and other relevant factors existing at the time.
The Company's sources of funds for the payment of dividends on its capital
stock are advances and dividends from its direct and indirect wholly-owned
subsidiaries, including XTRA, Inc. The primary sources of funds for XTRA, Inc.
are cash flows from operations, advances from its subsidiaries and external
financing. The Company's loan agreements contain covenants that restrict the
payment of dividends by the Company or repurchases of common stock and certain
loan agreements contain covenants that restrict advances to and payment of
dividends to the Company by its subsidiaries, including XTRA Inc. Under the
most restrictive provisions of the Company's loan agreements, the repurchase of
common stock and/or the amount of cash dividends which could be paid on the
Company's capital stock was limited to $94 million at September 30, 1996.
Item 6. Selected Financial Data
This information is set forth in the table appearing on page 1 of the Company's
1996 Annual Report, which table is incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The information required by this item appears in the Company's 1996 Annual
Report beginning at page 21 and is incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data
For the Financial Statements and Supplementary Data for XTRA Corporation and its
subsidiaries, see Index to Financial Statements on page 17 of the Company's
1996 Annual Report, which Financial Statements and Supplementary Data are
incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Not Applicable
PART III.
-------------------------------------
Item 10. Directors and Executive Officers of the Registrant
(a) Directors - Information with respect to all directors may be found in the
Company's definitive Proxy Statement for the 1997 Annual Meeting of
Stockholders (the "1997 Proxy Statement") under the caption "Information
with Respect to Director Nominees," which is to be filed with the Securities
and Exchange Commission. Such information is incorporated herein by
reference.
(b) Executive Officers - Information with respect to executive officers of the
registrant appears in Item 4A of this Report on Form 10-K.
Item 11. Executive Compensation
This information is contained in the 1997 Proxy Statement under the captions
"Executive Compensation Tables" and "Compensation of Directors." Such
information is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
This information is contained in the 1997 Proxy Statement under the captions
"Stock Ownership by Directors and Executive Officers" and "Beneficial Ownership
of More Than Five Percent of Voting Securities." Such information is
incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
This information is contained in the 1997 Proxy Statement under the captions
"Information with Respect to Director Nominees" and "Certain Transactions."
Such information is incorporated herein by reference.
PART IV.
-------------------------------------
Item 14. Exhibits, Financial Statement Schedule and Reports on Form 8-K
(a) Required exhibits are included only in the Form 10-K filed with the
Securities and Exchange Commission.
(b) The Company filed a Current Report on Form 8-K, dated November 27, 1996,
which disclosed certain financial information for the fiscal fourth quarter
ended September 30, 1996.
(c) For Financial Statements and Schedule, see Index to Financial Statements on
page 17 of the Company's 1996 Annual Report, which Financial Statements and
Schedules are incorporated herein by reference.
-------------------------------------
XTRA CORPORATION SCHEDULE I
(PARENT COMPANY ONLY)
BALANCE SHEETS
SEPTEMBER 30, 1995 AND SEPTEMBER 30, 1996
In Millions except per share amounts
1995 1996
---------- ----------
ASSETS
Investment in Subsidiary $ 355.9 $ 344.2
Advances to Subsidiaries 3.5 0.2
---------- ----------
$ 359.4 $ 344.4
---------- ----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Commitments and Contingencies
Stockholders' Equity
Preferred Stock, without par value;
total authorized: 3,000,000 shares
Common Stock, par value $.50 per share;
authorized 30,000,000 shares; issues
and outstanding 16,568,801 at September
30, 1995 and 15,550,499 at September 30,
1996 $ 8.3 $ 7.8
Capital in excess of par value 107.6 63.3
Retained earnings 243.5 273.3
---------- ----------
Total Stockholders' Equity 359.4 344.4
---------- ----------
$ 359.4 $ 344.4
---------- ----------
The accompanying Notes A, B, and C and the Notes to Consolidated Financial
Statements are an integral part of these financial statements.
XTRA CORPORATION SCHEDULE I
(PARENT COMPANY ONLY)
INCOME STATEMENTS
FOR THE THREE YEARS ENDED
SEPTEMBER 30, 1996
In Millions
1994 1995 1996
---------- ---------- ----------
Equity in earnings of subsidiaries $57.6 $57.3 $41.1
---------- ---------- ----------
$57.6 $57.3 $41.1
---------- ---------- ----------
The accompanying Notes A, B, and C and the Notes to Consolidated Financial
Statements are an integral part of these financial statements.
XTRA CORPORATION SCHEDULE I
(PARENT COMPANY ONLY)
STATEMENT OF CASH FLOWS
FOR THE THREE YEARS ENDED
SEPTEMBER 30, 1996
In Millions
1994 1995 1996
-------- ------- -------
Cash flows from operations:
Income from operations $57.6 $57.3 $41.1
Deduct non-cash income and expense items:
Equity in earnings of subsidiaries (57.6) (57.3) (41.1)
Add other cash items:
Dividends received from subsidiary 9.1 10.5 11.2
Repurchase of common stock - 20.0 45.8
Net change in receivables, miscellaneous
assets,
payables and accrued expenses 0.5 (2.0) (0.9)
-------- ------- -------
Total cash provided from operations 9.6 28.5 56.1
Cash flows from financing activities
Net change in advances to subsidiaries (0.5) 2.0 0.9
Dividends paid (9.1) (10.5) (11.2)
Repurchase of Common Stock - (20.0) (45.8)
-------- ------- -------
Total cash used for financing activities (9.6) (28.5) (56.1)
Net change in cash 0.0 0.0 0.0
Cash at beginning of year 0.0 0.0 0.0
-------- ------- -------
Cash at end of year $0.0 $0.0 $0.0
======== ======= =======
The accompanying Notes A, B, and C and the Notes to Consolidated Financial
Statements are an integral part of these financial statements.
XTRA CORPORATION
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS
(A) Summary of Significant Accounting Policies
Accounting for Investment in Subsidiary
XTRA Corporation, the Parent company, recorded its investment in its
subsidiary, XTRA Missouri, Inc. at cost plus its equity in the
undistributed earnings of this subsidiary. All administrative and
interest expenses incurred by the Parent Company are allocated to its
direct and indirect wholly-owned subsidiaries.
(B) Capital Stock
Dividends
XTRA Corporation declared cash dividends of $.54, $.62 and $.70 per
share in the years ended September 30, 1994, 1995 and 1996,
respectively. XTRA Corporation paid out cash dividends to stockholders
totaling $9.1 million, $10.5 million and $11.2 million during fiscal
1994, 1995 and 1996, respectively.
The principal source of dividends for the Parent Company are funds
advanced from its direct and indirect wholly-owned subsidiaries,
including XTRA, Inc.
Repurchase of Common Stock
The Company has authorized the repurchase of up to $200 million of its
common stock. The timing of the repurchases, which could occur over an
extended period of time, will depend on price, market conditions and
other factors. As of November 14, 1996, the Company had repurchased
approximately $79 million of common stock.
(C) Debt and Transfers to Subsidiaries
The Parent Company has guaranteed certain debt of its indirect wholly-
owned subsidiary, including the Revolving Credit Agreement, Series Notes
and Term Loans. (See Note 4 of the Parent Company's consolidated 1996
Annual Report.)
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders of XTRA Corporation:
We have audited in accordance with generally accepted auditing standards, the
financial statements included in XTRA Corporation's Annual Report to
Stockholders incorporated by reference in the Company's Annual Report on Form
10-K for the year ended September 30, 1996, and have issued our report thereon
dated November 13, 1996. Our audit was made for the purpose of forming an
opinion on those statements taken as a whole. The schedule listed in the index
to financial statements and incorporated by reference in the Company's Annual
Report on Form 10-K for the year ended September 30, 1996, is presented for
purposes of complying with the Securities and Exchange Commission's rules and is
not part of the basic financial statements. This schedule has been subjected to
the auditing procedures applied in the audit of the basic financial statements
and, in our opinion, fairly states in all material respects the financial data
required to be set forth therein in relation to the basic financial statements
taken as a whole.
/s/ ARTHUR ANDERSEN LLP
Boston, Massachusetts
November 13, 1996
Signatures
Pursuant to the requirements of Section 13 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.
XTRA Corporation
(Registrant)
By /s/ Lewis Rubin
-----------------------------
President and Chief Executive Officer
November 14, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Signatures Title Date
/s/ Robert B. Goergen Chairman of the November 14, 1996
Board of Directors
/s/ Robert M. Gintel Vice Chairman of the November 14, 1996
Board of Directors
/s/ Lewis Rubin President, Chief Executive November 14, 1996
Officer and Director
/s/ Michael J. Soja Vice President November 14, 1996
and Chief Financial Officer
/s/ Robert B. Blakeley Vice President and November 14, 1996
Controller
/s/ Gilbert Butler Director November 14, 1996
/s/ H. William Brown Director November 14, 1996
/s/ J. Russell Duncan Director November 14, 1996
/s/ Herbert C. Knortz Director November 14, 1996
/s/ Francis J. Palamara Director November 14, 1996
/s/ Martin L. Solomon Director November 14, 1996
EXHIBIT INDEX
XTRA Corporation Form 10-K
(for fiscal year ended 9-30-96)
Exhibit Item
3.1 Restated Certificate of Incorporation of XTRA Corporation
(filed with the Securities and Exchange Commission as Exhibit 3.1
to Registrant's Annual Report on Form 10-K for the year ended
September 30, 1989, and incorporated herein by reference).
3.1.1 Certificate of Elimination of Designation, Preference and Rights
of Series A Participating Preferred Stock (filed with the Securities
and Exchange Commission as Exhibit 3.1 to Registrant's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1991, and
incorporated herein by reference).
3.1.2 Certificate of Elimination of Designation, Preference and Rights of
$1.9375 Series B Cumulative Convertible Preferred Stock (filed
with the Securities and Exchange Commission on March 5, 1993 as
Exhibit 4.5 to Registrant's Registration Statement on Form S-3
(file No. 33-59132), and incorporated herein by reference).
3.1.3 Certificate of Amendment of Restated Certificate of Incorporation
(filed with the Securities and Exchange Commission on March 5, 1993
as Exhibit 4.4 to Registrant's Registration Statement on Form S-3
(file No. 33-59132), and incorporated herein by reference).
3.1.4 Certificate of Elimination of Designation, Preference and Rights
of the Series C Cumulative Redeemable Exchangeable Preferred Stock
(filed with the Securities and Exchange Commission on July 26, 1994
as Exhibit 4.5 to Registrant's Registration Statement on Form S-3
(file No. 33-54747), and incorporated herein by reference).
3.2 Amended and Restated By Laws of XTRA Corporation, as amended through
January 24, 1996 (filed with the Securities and Exchange Commission as
Exhibit 3(b) to Registrant's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1995, and incorporated herein by reference).
4.1 Indenture, dated as of February 1, 1989, between XTRA, Inc., XTRA
Corporation and Chemical Bank, and First Supplemental Indenture, dated
as of February 1, 1989, between XTRA, Inc., XTRA Corporation and
Chemical Bank (filed with the Securities and Exchange Commission as
Exhibits 4.1 and 4.2, respectively, to Registrant's Quarterly Report on
Form 10-Q for the quarter ended December 31, 1988, and incorporated
herein by reference).
4.1.1 Second Supplemental Indenture, dated as of December 10, 1991, to the
Indenture identified in Exhibit 4.1 above, between XTRA, Inc., XTRA
Corporation and Chemical Bank (filed with the Securities and
Exchange Commission as Exhibit 4.4.1 to Registrant's Annual Report
on Form 10-K for the year ended September 30, 1991, and incorporated
herein by reference).
4.1.2 Third Supplemental Indenture, dated as of November 1, 1992, to the
Indenture identified in Exhibit 4.1 above, between XTRA, Inc.,
XTRA Corporation and Chemical Bank (filed with the Securities and
Exchange Commission as Exhibit 4.2 to Registrant's Quarterly Report
on Form 10-Q for the Quarter ended December 31, 1992, and
incorporated herein by reference).
4.1.3 Fourth Supplemental Indenture, dated as of September 30, 1994, to
the Indenture identified in Exhibit 4.1 above, between XTRA, Inc.,
XTRA Corporation and Chemical Bank (filed with the Securities and
Exchange Commission as Exhibit 4.1.3 to Registrant's Annual Report
on Form 10-K for the year ended September 30, 1994, and incorporated
herein by reference).
4.2 Indenture, dated as of August 15, 1994, between XTRA, Inc., XTRA
Corporation and the First National Bank of Boston (filed with
the Securities and Exchange Commission as Exhibits 4.1 to
Registrant's Current Report on Form 8-K dated August 15, 1994, and
incorporated herein by reference).
4.2.1 First Supplemental Indenture, dated as of September 30, 1994, to
the Indenture identified in Exhibit 4.2 above, between XTRA, Inc.,
XTRA Corporation and the First National Bank of Boston (filed with
the Securities and Exchange Commission as Exhibit 4.2.1 to
Registrant's Annual Report on Form 10-K for the year ended
September 30, 1994, and incorporated herein by reference).
4.2.2 Form of fixed-rate Series C Medium-Term Note (filed with the Securities
and Exchange Commission as Exhibit 4.2.2 to Registrant's Annual Report
on Form 10-K for the year ended September 30, 1994, and incorporated
herein by reference).
4.2.3 Form of floating-rate Series C Medium-Term Note (filed with the
Securities and Exchange Commission as Exhibit 4.2.3 to Registrant's
Annual Report on Form 10-K for the year ended September 30, 1994, and
incorporated herein by reference).
Note: Registrant agrees to furnish to the Securities and Exchange
Commission, upon request, a copy of any other instrument with
respect to long-term debt of the registrant and its subsidiaries.
Such other instruments are not filed herewith because no
such instrument relates to outstanding debt in amount greater
than 10% of the total assets of the Registrant and its subsidiaries
on a consolidated basis.
4.3 Credit Agreement, dated as of June 30, 1995, among XTRA, Inc., Bank
of America Illinois and Each of the Other Financial Institutions
From Time To Time Parties Thereto, with Bank of America National
Trust and Savings Association as Administrative Agent and The
First National Bank of Boston as Documentation Agent (filed with the
Securities and Exchange Commission as Exhibit 2.2 to Registrant's
Current Report on Form 8-K dated July 14, 1995, and incorporated
herein by reference).
4.3.1 Guaranty, dated June 30, 1995 by XTRA Corporation (filed with the
Securities and Exchange Commission as Exhibit 2.3 to Registrant's
Current Report on Form 8-K dated July 14, 1995, and incorporated
herein by reference).
4.3.2 First Amendment, dated as of June 28, 1996, to the Credit Agreement
identified in Exhibit 4.3 above, among Bank of America Illinois and
Each of the Other Financial Institutions From Time To Time Parties
Thereto, with Bank of America National Trust and Savings Association
as Administrative Agent and The First National Bank of Boston as
Documentation Agent, filed herewith.
10.1 Agreement and Plan of Reorganization, dated as of July 26, 1992,
among Registrant, ST Trailer Corp., Distribution International
Corporation ("DI"), Strick Corporation and certain individuals
owning approximately 70% of the capital of stock of DI (filed with the
Securities and Exchange Commission as Exhibit 2.1 to Registrant's
Current Report on Form 8-K dated August 4, 1992, and incorporated
herein by reference).
10.2 U.S. Fleet Finance Services Agreement dated as of October 1, 1994
between XTRA, Inc., and XTRA Intermodal, Inc. (filed with the
Securities and Exchange Commission as Exhibit 10.2 to Registrant's
Annual Report on Form 10-K for the year ended September 30, 1994, and
incorporated herein by reference).
10.3 U.S. Fleet Finance Services Agreement dated as of October 1, 1994
between XTRA, Inc., and XTRA Lease Inc. (filed with the
Securities and Exchange Commission as Exhibit 10.3 to Registrant's
Annual Report on Form 10-K for the year ended September 30, 1994, and
incorporated herein by reference).
EXECUTIVE COMPENSATION PLANS
10.4 Fleet Finance Services Agreement dated as of July 1, 1995 between XTRA
Inc., and XTRA International Ltd. (filed with the Securities and
Exchange Commission as Exhibit 10.4 to Registrant's Annual Report on
Form 10-K for the year ended September 30, 1994, and incorporated
herein by reference).
10.5 1991 Stock Option Plan for Non-Employee Directors (filed with the
Securities and Exchange Commission as Exhibit 10.3 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1991, and
incorporated herein by reference).
10.5.1 First Amendment to the 1991 Stock Option Plan for Non-Employee
Directors identified in Exhibit 10.5 above (filed with the Securities
and Exchange Commission as Exhibit 10.3.1 to Registrant's Annual Report
on Form 10-K for the year ended September 30, 1993, and incorporated
herein by reference).
10.6 1987 Stock Incentive Plan, as amended through November 16, 1995
(filed with the Securities and Exchange Commission as Exhibit 10.1
to Registrant's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1995, and incorporated herein by reference).
10.7 Deferred Director Fee Option Plan (filed with the Securities and
Exchange Commission as Exhibit 10.5 to Registrant's Annual Report
on Form 10-K for the year ended September 30, 1993, and incorporated
herein by reference).
10.8 Deferred Compensation Plan for Non-Employee Directors, effective
January 1, 1994 (filed with the Securities and Exchange Commission as
Exhibit 10.6 to Registrant's Annual Report on Form 10-K for the year
ended September 30, 1993, and incorporated herein by reference).
10.9 Deferred Compensation Plan for Senior Executives, effective January 1,
1994 (filed with the Securities and Exchange Commission as Exhibit 10.7
to Registrant's Annual Report on Form 10-K for the year ended
September 30, 1993, and incorporated herein by reference).
10.10 Annual Incentive Plan (filed with the Securities and Exchange
Commission as Exhibit 10.2 to Registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 1991, and incorporated herein by
reference).
10.11 Form of Indemnification Agreement entered into between the
Registrant and certain former Directors and certain former and
current officers of the registrant and its subsidairies (filed with the
Securities and Exchange Commission on June 11, 1987 as Exhibit 10 to
Resgistrant's Registration Statement on Form S-3 (file No. 33-14996),
and incorporated herein by reference).
10.12 Agreement, dated as of June 30, 1995, between XTRA Corporation and
Frederick M. Gutterson, filed herewith.
10.13 Individual Pension Agreement, dated as of July 1, 1994, between XTRA
Corporation and Lewis Rubin (filed with the Securities and Exchange
Commission as Exhibit 10.1 to Registrant's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1994, and incorporated
herein by reference).
10.14 Asset Purchase Agreement, dated as of June 30, 1995, among XTRA, Inc.,
and Matson Navigation Company, Inc. and Matson Leasing Company, Inc.
(filed with the Securities and Exchange Commission as Exhibit 2.1 to
Registrant's Current Report on Form 8-K dated July 14, 1995, and
incorporated herein by reference).
11.1 Statement re computation of per share earnings.
11.2 Statement re Calculation of Weighted Average Shares Outstanding.
12.1 Statement re computation of ratios (XTRA Corporation).
12.2 Statement re computation of ratios (XTRA Inc.).
13.1 Five Year Selected Financial Data.
13.2 Management's Discussion and Analysis of Financial Condition and
Results of Operations for the Three Years Ended September 30, 1995
(not covered by the Report of Independent Public Accountants).
13.3 XTRA Corporation and Subsidiaries Consolidated Financial Statements.
21 Subsidiaries of Registrant.
23 Consent of Independent Public Accountants.
27 Financial Data Schedule.