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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES ACT OF 1934 (NO FEE REQUIRED)
FOR THE TRANSITION PERIOD FROM TO
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Commission file number 1-4364
RYDER SYSTEM, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 59-0739250
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3600 N.W. 82 AVENUE, MIAMI, FLORIDA 33166 (305) 593-3726
(Address of principal executive (Telephone number
offices including zip code) including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days: YES X NO
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K: [ X ]
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The aggregate market value of the voting stock held by non-affiliates of the
registrant computed by reference to the price at which the stock was sold as of
January 31, 1995, was $1,697,753,340. The number of shares of Ryder System,
Inc. Common Stock ($.50 par value) outstanding as of January 31, 1995, was
78,766,628.
Documents Incorporated by Part of Form 10-K into which
Reference into this Report Document is Incorporated
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Ryder System, Inc. 1994 Annual Parts I, II and IV
Report to Shareholders*
Ryder System, Inc. 1995 Proxy Part III
Statement
*The Ryder System, Inc. 1994 Annual Report to Shareholders is
incorporated herein only to the extent specifically stated.
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[Cover page 1 of 3 pages]
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class of securities Exchange on which registered
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Ryder System, Inc. Common Stock New York Stock Exchange
($.50 par value) and Preferred Pacific Stock Exchange
Share Purchase Rights Chicago Stock Exchange
(the Rights are not currently
exercisable or transferable
apart from the Common Stock)
Ryder System, Inc. 8 3/4% Series E New York Stock Exchange
Extendible Notes, due July 1, 2000
Ryder System, Inc. 9% Series G Bonds, New York Stock Exchange
due May 15, 2016
Ryder System, Inc. 8 3/8% Series H Bonds, New York Stock Exchange
due February 15, 2017
Ryder System, Inc. 8 3/4% Series J Bonds, New York Stock Exchange
due March 15, 2017
Ryder System, Inc. 9 7/8% Series K Bonds, New York Stock Exchange
due May 15, 2017
Ryder System, Inc. 9 1/4% Series N Notes, None
due May 15, 2001
Ryder System, Inc. Medium-Term Notes None
due from 9 months to 10 years
from date of issue at rate based
on market rates at time of issuance
Ryder System, Inc. Medium-Term Notes, None
Series 2, due from 9 months to
10 years from date of issue at
rate based on market rates at time
of issuance
Ryder System, Inc. Medium-Term Notes, None
Series 6, due from 9 months to
30 years from date of issue at
rate based on market rates at time
of issuance
[Cover page 2 of 3 pages]
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Title of each class of securities Exchange on which registered
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Ryder System, Inc. Medium-Term Notes, None
Series 7, due from 9 months to
30 years from date of issue at
rate based on market rates at time
of issuance
Ryder System, Inc. Medium-Term Notes, None
Series 8, due from 9 months to
30 years from date of issue at
rate based on market rates at time
of issuance
Ryder System, Inc. Medium-Term Notes, None
Series 9, due from 9 months to
30 years from date of issue at
rate based on market rates at time
of issuance
Ryder System, Inc. Medium-Term Notes, None
Series 10, due from 9 months to
30 years from date of issue at
rate based on market rates at time
of issuance
Ryder System, Inc. Medium-Term Notes, None
Series 11, due from 9 months to
30 years from date of issue at
rate based on market rates at time
of issuance
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
[Cover page 3 of 3 pages]
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RYDER SYSTEM, INC.
Form 10-K Annual Report
TABLE OF CONTENTS
Page No.
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PART I
Item 1 Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Item 2 Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Item 3 Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Item 4 Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . 10
PART II
Item 5 Market for Registrant's Common Equity and Related
Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Item 6 Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Item 7 Management's Discussion and Analysis of Financial Condition
and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . 11
Item 8 Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . 11
Item 9 Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure . . . . . . . . . . . . . . . . . . . . . . . . 11
PART III
Item 10 Directors and Executive Officers of the Registrant . . . . . . . . . . . . 12
Item 11 Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Item 12 Security Ownership of Certain Beneficial Owners and
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Item 13 Certain Relationships and Related Transactions . . . . . . . . . . . . . . 12
PART IV
Item 14 Exhibits, Financial Statement Schedules, and Reports on
Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
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PART I
ITEM 1. BUSINESS
General
Ryder System, Inc. ("the Company") was incorporated in Florida in 1955.
Through its subsidiaries, the Company engages primarily in the following
businesses: 1) full service leasing and short-term rental of trucks, tractors,
and trailers; 2) dedicated logistics services; 3) public transit management and
student transportation; and 4) transportation of new automobiles and trucks.
The Company's main operating segments are Vehicle Leasing & Services and
Automotive Carriers. General Motors Corporation ("GM") is the largest single
customer of the Company, accounting for approximately 10%, 11%, and 12% of
consolidated revenue of the Company in 1994, 1993 and 1992, respectively.
At December 31, 1994, the Company and its subsidiaries had a fleet of 188,831
vehicles and 43,095 employees.(1)
Segment Information
Financial information about industry segments is incorporated by reference from
the table "Selected Financial and Operational Data" on page 32, and "Notes to
Consolidated Financial Statements - Segment Information" on page 46, of the
Ryder System, Inc. 1994 Annual Report to Shareholders.
Vehicle Leasing & Services
The Vehicle Leasing & Services Division, comprised of Ryder Truck Rental, Inc.
("RTR"), Ryder Dedicated Logistics, Inc., and the Ryder Public Transportation
Services group of companies, engages in a variety of highway transportation
services including full service truck leasing, dedicated logistics services,
commercial and consumer truck rental, truck maintenance, student
transportation, and public transit management, operations and maintenance.
As of December 31, 1994, the Vehicle Leasing & Services Division had 179,725
vehicles and 36,929 employees, excluding reimbursed public transit and leased
personnel. Full service truck leasing was provided to more than 12,300
customers (ranging from small companies to large national enterprises), with a
fleet of 83,100 vehicles (including 10,480 vehicles leased to affiliates),
through 1,008 locations in 49 states, Puerto Rico, and 8 Canadian provinces.
Under full service leases, RTR (as Ryder Commercial Leasing & Services)
provides customers with the vehicles, maintenance, supplies and equipment
necessary for operation, while the customers furnish drivers and dispatch and
exercise control over the vehicles. A fleet of 73,265 vehicles, ranging from
heavy-duty tractors and trailers to light trucks, is available for short-term
rental from over 4,800 Division locations and independent dealers in 49 states
and Canada. Short-term truck rental, which tends to be seasonal, is used by
commercial customers to supplement their fleets during peak business seasons.
Additionally, RTR (as Ryder Consumer Truck Rental) serves the short-term
consumer truck rental market, which also tends to be seasonal and is
principally used by consumers for moving household goods. At December 31,
1994, RTR was servicing 32,163 vehicles (including 7,877 vehicles of
affiliates) under Ryder Programmed Maintenance, which provides essentially the
same maintenance services for customer-owned vehicles as are provided through
full service truck leasing.
Through Ryder Dedicated Logistics, Inc. ("RDL"), the Division offers
customer-tailored industrial and consumer product distribution and logistics
services from 661 locations in the U.S. and Canada. Services include varying
combinations of logistics system design, provision of vehicles and equipment,
maintenance, provision of drivers, warehouse management, transportation
management, vehicle dispatch, just-in-time delivery, and information systems
support. RDL also offers integrated logistics, the single source management of
a customer's primary logistics activities.
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(1) This number does not include: (a) operating personnel of local transit
authorities managed by certain subsidiaries of the Company (in such situations,
the entire cost of compensation and benefits for such personnel is passed
through to the transit authority, which reimburses the Company's subsidiaries);
or (b) drivers obtained by certain subsidiaries of the Company under driver
leasing agreements for some of their operations.
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Logistics systems include metropolitan shuttles, interstate long-haul
operations, just-in-time service to assembly plants, and
factory-to-warehouse-to-retail facility service. These services are employed
in the automotive industry (RDL specializes in inbound and aftermarket parts
delivery for customers such as GM (including Saturn), Chrysler Corporation
("Chrysler"), Toyota Motor Manufacturing USA Inc. ("Toyota"), Ford Motor
Company ("Ford") and auto parts retailers), and in the paper and paper
packaging, chemical, electronic and office equipment, news, food and beverage,
housing, general retail and other industries.
Through Ryder Public Transportation Services ("RPTS"), in 1994 the Division
continued to expand its presence in the public transportation management,
operations and maintenance and student transportation markets through internal
growth. RPTS now manages or operates 89 public transit systems with 4,741
vehicles in 29 states, operates 7,753 school buses in 20 states, maintains
about 17,500 public transit or fleet vehicles in 18 states and provides public
transportation management consulting services.
The Division has historically disposed of its used and surplus revenue earning
equipment at prices in excess of book value. The Division reported gains on
the sale of revenue earning equipment (reported as reductions in depreciation
expense) of approximately 19%, 16% and 12% of the Division's earnings before
interest and taxes in 1994, 1993 and 1992, respectively. The extent to which
the Division may consistently continue to realize gains on disposal of its
revenue earning equipment is dependent upon various factors including the
general state of the used vehicle market, the condition and utilization of the
Division's fleet and depreciation policies with respect to its vehicles.
International
The Company's International Division has developed and is in the process of
implementing a strategy for growth in international markets outside the United
States and Canada. This strategy is designed to enable the International
Division to take advantage of, and build upon, the Company's expertise in
providing services to businesses involved in the over-the-road transportation
of goods. The Company's previously existing lease, rental, maintenance and
logistics operations in the United Kingdom, Germany and Poland have been
integrated into the International Division and expanded. In the fourth quarter
of 1994, the International Division opened offices and its first maintenance
facility in Mexico City. As of December 31, 1994, the International Division
had 9,973 vehicles, 2,918 employees, and provided service through 93 locations
in the United Kingdom, Germany, Mexico and Poland. (For financial reporting
purposes, the International Division's results are included with those of the
Vehicle Leasing & Services Division).
Automotive Carriers
The Company's Automotive Carrier Division transports new automobiles and trucks
to dealers and to and from distribution points throughout the United States and
several Canadian provinces for GM, Chrysler, Toyota, Ford, Honda and most other
automobile and light truck manufacturers. GM remains the Division's largest
customer, accounting for 54%, 54% and 57% of the Division's revenue in 1994,
1993 and 1992, respectively. The GM carriage contracts are typically subject
to cancellation upon 30 days' notice by either party. The business is
primarily dependent on the level of North American production, importation and
sales by GM and various other manufacturers. Consequently, the business is
adversely affected by any significant reductions in or prolonged curtailments
of production by customers because of market conditions, strikes or otherwise.
As of December 31, 1994, the Automotive Carrier Division had 4,306 auto
transport vehicles, 5,769 employees (exclusive of leased drivers), and provided
service through 80 locations in 32 states and 3 Canadian provinces. Most of
the Division's employees are covered by an industry-wide collective bargaining
agreement, the term of which ends in May 1995. A new industry-wide collective
bargaining agreement is currently being negotiated.
Competition
The Vehicle Leasing & Services Division's customers may finance lease or
purchase their own vehicles and provide maintenance services for themselves
substantially similar to those offered by the Division, or purchase such
services from others, or obtain transportation services from other common or
contract carriers. The Division also competes with other companies conducting
nationwide truck leasing, rental or bus operations, a large number of regional
truck leasing
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companies with multiple branches, many smaller companies operating primarily on
a local basis, but frequently with nationwide service and maintenance
capabilities resulting from their participation in cooperative programs and
membership in various associations, and both local and nationwide common and
contract carriers. Competition in the truck leasing business is based on a
number of factors which include price, equipment, maintenance and geographical
coverage. The Division also competes, to an extent, with a number of trailer
and vehicle manufacturers who have entered the field of trailer and vehicle
leasing, extended warranty maintenance, rental and other forms of
transportation services.
The carriage and dedicated logistics operations of the Vehicle Leasing &
Services Division and the Automotive Carrier Division are subject to potential
competition in most of the regions they serve from railroads and motor carriers
providing similar services, and from customers insofar as they may own or lease
equipment and provide the services for themselves.
A growing number of U.S. school districts now have the option of contracting
with private operators for student transportation services. In areas where
private contractors are utilized, the market is fragmented and competitive.
Even where private operators are being utilized, school districts still may
have the option of performing student transportation services themselves.
Public transit agencies generally have the option of contracting with private
operators for public transportation services or providing such services
themselves. The market for most types of public transportation services is
fragmented and competitive.
In the United Kingdom, both truck leasing and dedicated logistics are well
developed competitive markets, similar to those in the U.S. and Canada.
Value-added differentiation of the Company's service offerings continues to be
the Company's strategy in those markets. Recent developments in Mexico
following the approval of the North American Free Trade Agreement (NAFTA),
Germany's continued integration into the European Community and consequent
deregulation, and Poland's transformation to a market economy, create a growing
opportunity for the Company to provide services in these new markets. The
Company expects that competition with the Company's services in these emerging
markets will develop.
Other Developments and Further Information
Many federal, state and local laws designed to protect the environment, and
similar laws in some foreign jurisdictions, have varying degrees of impact on
the way the Company and its subsidiaries conduct their business operations,
primarily with regard to their use, storage and disposal of petroleum products
and various wastes associated with vehicle maintenance activities. Compliance
with these laws and with the Company's environmental protection policies
involves the expenditure of considerable amounts. Based on information
presently available, management believes that the ultimate disposition of such
matters, although potentially material to the Company's results of operations
in any one year, will not have a material adverse effect on the Company's
financial condition or liquidity.
For further discussion concerning the business of the registrant and its
subsidiaries see the information referenced under Items 7 and 8 of this report.
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Executive Officers of the Registrant
All of the executive officers of the Company were elected or re-elected to
their present offices either at or subsequent to the meeting of the Board of
Directors held on May 6, 1994, in conjunction with the Company's 1994 Annual
Meeting on the same date. They all hold such offices, at the discretion of the
Board of Directors, until their removal, replacement or retirement.
Name Age Position
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M. Anthony Burns 52 Chairman, President and
Chief Executive Officer
C. Robert Campbell 50 Executive Vice President - Human
Resources and Administration
Dwight D. Denny 51 President - Ryder Commercial Leasing &
Services
R. Ray Goode 58 Senior Vice President - Public Affairs
James B. Griffin 40 President - Ryder Automotive Carrier
Group, Inc.
James M. Herron 60 Senior Executive Vice President and
General Counsel
Edwin A. Huston 56 Senior Executive Vice President -
Finance and Chief Financial Officer
Larry S. Mulkey 51 President - Ryder Dedicated Logistics, Inc.
Bruce D. Parker 47 Senior Vice President - Management
Information Systems and
Chief Information Officer
J. Ernest Riddle 53 Executive Vice President - Marketing
Gerald R. Riordan 46 President - Ryder Consumer Truck Rental and
President - Ryder Public Transportation
Services
Anthony G. Tegnelia 49 Senior Vice President and Controller
Randall E. West 46 Senior Vice President and General Manager
of the International Division
M. Anthony Burns has been Chairman of the Board since May 1985, Chief Executive
Officer since January 1983 and President and a director since December 1979.
C. Robert Campbell has been Executive Vice President - Human Resources and
Administration since March 1991. Mr. Campbell served as Executive Vice
President - Finance of the Vehicle Leasing & Services Division from October
1981 to March 1991.
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Dwight D. Denny has been President - Ryder Commercial Leasing & Services since
December 1992, and was Executive Vice President and General Manager -
Commercial Leasing & Services of Ryder Truck Rental, Inc. from June 1991 until
December 1992. Mr. Denny served Ryder Truck Rental, Inc. as Senior Vice
President and General Manager - Eastern Area from March 1991 to June 1991 and
Senior Vice President - Central Area from December 1990 to March 1991. Mr.
Denny previously served Ryder Truck Rental, Inc. as Region Vice President in
Tennessee from July 1985 to December 1990.
R. Ray Goode has been Senior Vice President - Public Affairs since November
1993 and was President and Chief Executive Officer of We Will Rebuild from
September 1992 to November 1993. He was Managing Partner of Goode, Olcott,
Knight & Associates from April 1989 to September 1992, and served successively
as Vice President, President and Chairman and Chief Executive Officer of The
Babcock Company (a subsidiary of Weyerhaeuser Company) from 1976 to 1989. Mr.
Goode served as County Manager for Metropolitan Dade County, Florida from 1970
to 1976.
James B. Griffin has been President - Ryder Automotive Carrier Group, Inc.
since February 1993, and was Vice President and General Manager - Mid-South
Region of Ryder Truck Rental, Inc. from December 1990 to February 1993. Mr.
Griffin previously served Ryder Truck Rental, Inc. as Region Vice President in
Syracuse, New York from April 1988 to December 1990.
James M. Herron has been Senior Executive Vice President since July 1989 and
General Counsel since April 1973. Mr. Herron was also Secretary from February
1983 through February 1986.
Edwin A. Huston has been Senior Executive Vice President - Finance and Chief
Financial Officer since January 1987. Mr. Huston was Executive Vice President
- Finance from December 1979 to January 1987.
Larry S. Mulkey has been President - Ryder Dedicated Logistics, Inc. (formerly
Ryder Distribution Resources, Inc.) since November 1990. Mr. Mulkey was
President - Ryder Public Transportation Services from June 1993 to October 1994
and, prior to the organization of the Ryder Public Transportation Services
group in June 1993, from November 1990 to June 1993 he was President of each of
the companies comprising that group. From November 1990 to December 1992,
Ryder's operations in the United Kingdom and Germany reported to Mr. Mulkey.
He was Senior Vice President and General Manager - Central Area of Ryder Truck
Rental, Inc. from January 1986 to November 1990, and was Senior Vice President
and General Manager - Eastern Area of Ryder Truck Rental, Inc. from August 1985
to January 1986.
Bruce D. Parker has been Senior Vice President - Management Information Systems
and Chief Information Officer since September 1994. Mr. Parker previously
served American Airlines, Inc. as a Vice President of American and President of
Sabre Development Services Division from April 1993 to September 1994, as a
Vice President of Sabre Computer Services Division from 1988 to April 1993, and
as Managing Director of Customer Services for Sabre Computer Services Division
from 1987 to 1988.
J. Ernest Riddle has been Executive Vice President - Marketing since June 1994.
Mr. Riddle previously served as Senior Vice President - Marketing and Sales of
Ryder Commercial Leasing & Services from January 1993 to June 1994. Mr. Riddle
served Xerox Corporation as European Director of Marketing and Sales from
October 1992 to January 1993, as Vice President - Worldwide Marketing
Operations from November 1990 to October 1992, and as Vice President -
Marketing for the U.S. Marketing Group from November 1988 to November 1990.
Gerald R. Riordan has been President - Ryder Consumer Truck Rental since
December 1992 and has been President - Ryder Public Transportation Services
since October 1994. Mr. Riordan previously served as Senior Vice President and
General Manager - Consumer Rental of Ryder Truck Rental, Inc. from June 1991 to
December 1992. He served Ryder Truck Rental, Inc. as Senior Vice President -
Rental and Quality from December 1990 to June 1991, as Vice President of
Quality from January 1988 to December 1990, and as Vice President of Rental
from January 1983 to January 1988.
Anthony G. Tegnelia has been Senior Vice President since March 1991 and
Controller since August 1988. He is the Company's principal accounting
officer. Mr. Tegnelia was Vice President - Corporate Systems from November
1986 to August 1988. Mr. Tegnelia served as Executive Vice President - Finance
of the Company's former Freight System
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Division from September 1985 to October 1986, and Senior Vice President -
Finance of Ryder Distribution System (now Ryder Dedicated Logistics, Inc.)
from March 1984 to August 1985.
Randall E. West has been Senior Vice President and General Manager of the
International Division since December 1993, and was Vice President and General
Manager - Southwest Region of Ryder Truck Rental, Inc. (Ryder Commercial
Leasing & Services) from September 1991 to December 1993. Mr. West previously
served Ryder Truck Rental, Inc. as Region Vice President at New Orleans from
November 1988 to September 1991.
ITEM 2. PROPERTIES
The Company's property consists primarily of vehicles, vehicle maintenance and
repair facilities and other real estate and improvements. Information
regarding vehicles is included in Item 1, which is incorporated herein by
reference.
The Vehicle Leasing & Services Division has 1,968 locations in the United
States, Canada and Puerto Rico; 470 of these facilities are owned and the
remainder are leased. Such locations generally include a repair shop and
administrative offices.
The International Division has 93 locations in the United Kingdom, Germany,
Mexico and Poland; 18 of these facilities are owned and the remainder are
leased. Such locations generally include a repair shop and administrative
offices.
The Automotive Carrier Division has 72 operating locations in 32 states
throughout the United States and 8 operating locations in Canada; 25 locations
are owned and the remainder are leased.
ITEM 3. LEGAL PROCEEDINGS
The Company and its subsidiaries are involved in various claims, law suits, and
administrative actions arising in the course of their businesses. Some involve
claims for substantial amounts of money and/or claims for punitive damages.
While any proceeding or litigation has an element of uncertainty, management
believes that the disposition of such matters, in the aggregate, will not have
a material impact on the consolidated financial condition, results of operation
or liquidity of the Company and its subsidiaries.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during the
quarter ended December 31, 1994.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
The information required by Item 5 is incorporated by reference from page 47
("Common Stock Data") of the Ryder System, Inc. 1994 Annual Report to
Shareholders.
ITEM 6. SELECTED FINANCIAL DATA
The information required by Item 6 is incorporated by reference from pages 48
and 49 of the Ryder System, Inc. 1994 Annual Report to Shareholders.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information required by Item 7 is incorporated by reference from pages 26
through 31 of the Ryder System, Inc. 1994 Annual Report to Shareholders.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by Item 8 is incorporated by reference from pages 34
through 46 and page 47 ("Quarterly Data") of the Ryder System, Inc. 1994 Annual
Report to Shareholders.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by Item 10 regarding directors is incorporated by
reference from pages 4 through 8 of the Ryder System, Inc. 1995 Proxy
Statement.
The information required by Item 10 regarding executive officers is set out in
Item 1 of Part I of this Form 10-K Annual Report.
Additional information required by Item 10 is incorporated by reference from
page 24 ("Filings Under Section 16(a)") of the Ryder System, Inc. 1995 Proxy
Statement.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 is incorporated by reference from pages 9,
10 ("Compensation of Directors") and 28 through 31 of the Ryder System, Inc.
1995 Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by Item 12 is incorporated by reference from page 23
of the Ryder System, Inc. 1995 Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by Item 13 is incorporated by reference from page 10
of the Ryder System, Inc. 1995 Proxy Statement.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K
(a) 1. Financial Statements for Ryder System, Inc. and Consolidated
Subsidiaries:
Items A through E are incorporated by reference from pages 33 through
46 of the Ryder System, Inc. 1994 Annual Report to Shareholders.
A) Consolidated Statements of Earnings for years ended December
31, 1994, 1993 and 1992.
B) Consolidated Balance Sheets for December 31, 1994 and 1993.
C) Consolidated Statements of Cash Flows for years ended December
31, 1994, 1993 and 1992.
D) Notes to Consolidated Financial Statements.
E) Independent Auditors' Report.
2. Not applicable.
All other schedules and statements are omitted because they are not applicable
or not required or because the required information is included in the
consolidated financial statements or notes thereto.
Supplementary Financial Information consisting of selected quarterly financial
data is incorporated by reference from page 47 of the Ryder System, Inc. 1994
Annual Report to Shareholders.
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3. Exhibits:
The following exhibits are filed with this report or, where indicated,
incorporated by reference (Forms 10-K, 10-Q and 8-K referenced herein
have been filed under the Commission's file No. 1-4364). The Company
will provide a copy of the exhibits filed with this report at a
nominal charge to those parties requesting them.
EXHIBIT INDEX
Exhibit
Number Description
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3.1 The Ryder System, Inc. Restated Articles of Incorporation, dated
November 8, 1985, as amended through May 18, 1990, previously filed
with the Commission as an exhibit to the Company's Annual Report on
Form 10-K for the year ended December 31, 1990, are incorporated by
reference into this report.
3.2 The Ryder System, Inc. By-Laws, as amended through November 23,
1993, previously filed with the Commission as an exhibit to the
Company's Annual Report on Form 10-K for the year ended December 31,
1993, are incorporated by reference into this report.
4.1 The Company hereby agrees, pursuant to paragraph (b)(4)(iii) of Item
601 of Regulation S-K, to furnish the Commission with a copy of any
instrument defining the rights of holders of long-term debt of the
Company, where such instrument has not been filed as an exhibit
hereto and the total amount of securities authorized thereunder does
not exceed 10% of the total assets of the Company and its
subsidiaries on a consolidated basis.
4.2(a) The Form of Indenture between Ryder System, Inc. and The Chase
Manhattan Bank (National Association) dated as of June 1, 1984,
filed with the Commission on November 19, 1985 as an exhibit to the
Company's Registration Statement on Form S-3 (No. 33-1632), is
incorporated by reference into this report.
4.2(b) The First Supplemental Indenture between Ryder System, Inc. and The
Chase Manhattan Bank (National Association) dated October 1, 1987.
4.3 The Form of Indenture between Ryder System, Inc. and The Chase
Manhattan Bank (National Association) dated as of May 1, 1987, and
supplemented as of November 15, 1990 and June 24, 1992, filed with
the Commission on July 30, 1992 as an exhibit to the Company's
Registration Statement on Form S-3 (No. 33-50232), is incorporated
by reference into this report.
4.4 The Rights Agreement between Ryder System, Inc. and First Chicago
Trust Company of New York (then named Morgan Guaranty Trust Company
of New York) dated as of February 28, 1986, previously filed with
the Commission as an exhibit to the Company's Registration Statement
on Form 8-A dated March 7, 1986, is incorporated by reference into
this report.
4.5 The Amendment to Rights Agreement between Ryder System, Inc. and
First Chicago Trust Company of New York dated as of July 28, 1989,
previously filed with the Commission as an exhibit to the Company's
Amendment to Application or Report on Form 8 dated August 2, 1989,
is incorporated by reference into this report.
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10.1(a) The change of control severance agreement for the Company's chief
executive officer dated as of January 1, 1992, and the severance
agreement for the Company's chief executive officer dated as of
January 1, 1992, previously filed with the Commission as an exhibit
to the Company's Annual Report on Form 10-K for the year ended
December 31, 1991, are incorporated by reference into this report.
10.1(b) Amendments dated as of August 20, 1993 to the change of control
severance agreement for the Company's chief executive officer dated
as of January 1, 1992, and the severance agreement for the Company's
chief executive officer dated as of January 1, 1992, previously
filed with the Commission as an exhibit to the Company's Annual
Report on Form 10-K for the year ended December 31, 1993, are
incorporated by reference into this report.
10.2(a) The form of amended and restated change of control severance
agreement for executive officers dated as of February 24, 1989.
10.2(b) Amendment dated as of August 20, 1993 to the form of amended and
restated change of control severance agreement for executive
officers dated as of February 24, 1989, previously filed with the
Commission as an exhibit to the Company's Annual Report on Form 10-K
for the year ended December 31, 1993, is incorporated by reference
into this report.
10.2(c) The form of change of control severance agreement for executive
officers effective as of July 1, 1993, previously filed with the
Commission as an exhibit to the Company's Annual Report on Form 10-K
for the year ended December 31, 1993, is incorporated by reference
into this report.
10.3(a) The form of amended and restated severance agreement for executive
officers dated as of February 24, 1989.
10.3(b) Amendment dated as of August 20, 1993 to the form of amended and
restated severance agreement for executive officers dated as of
February 24, 1989, previously filed with the Commission as an
exhibit to the Company's Annual Report on Form 10-K for the year
ended December 31, 1993, is incorporated by reference into this
report.
10.3(c) The form of severance agreement for executive officers effective as
of July 1, 1993, previously filed with the Commission as an exhibit
to the Company's Annual Report on Form 10-K for the year ended
December 31, 1993, is incorporated by reference into this report.
10.4(a) The form of Ryder System, Inc. incentive compensation deferral
agreement dated as of November 30, 1993, previously filed with the
Commission as an exhibit to the Company's Annual Report on Form 10-K
for the year ended December 31, 1993, is incorporated by reference
into this report.
10.4(b) The form of Ryder System, Inc. incentive compensation deferral
agreement dated as of November 30, 1994.
10.5(a) The form of Ryder System, Inc. salary deferral agreement dated as of
November 30, 1993, previously filed with the Commission as an
exhibit to the Company's Annual Report on Form 10-K for the year
ended December 31, 1993, is incorporated by reference into this
report.
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10.5(b) The form of Ryder System, Inc. salary deferral agreement dated as of
November 30, 1994.
10.6(a) The form of Ryder System, Inc. director's fee deferral agreement
dated as of December 31, 1993, previously filed with the Commission
as an exhibit to the Company's Annual Report on Form 10-K for the
year ended December 31, 1993, is incorporated by reference into this
report.
10.6(b) The form of Ryder System, Inc. director's fee deferral agreement
dated as of December 31, 1994.
10.7(a) The Ryder System, Inc. and Vehicle Leasing & Services Division 1994
Incentive Compensation Plan for Headquarters Executive Management,
previously filed with the Commission as an exhibit to the Company's
Annual Report on Form 10-K for the year ended December 31, 1993, is
incorporated by reference into this report.
10.7(b) The Ryder System, Inc. 1995 Incentive Compensation Plan for
Headquarters Executive Management.
10.8(a) The Ryder System, Inc. 1994 Incentive Compensation Plan for Ryder
System, Inc. Senior Executive Vice Presidents, previously filed with
the Commission as an exhibit to the Company's Annual Report on Form
10-K for the year ended December 31, 1993, is incorporated by
reference into this report.
10.8(b) The Ryder System, Inc. 1995 Incentive Compensation Plan for Ryder
System, Inc. Senior Executive Vice Presidents.
10.9(a) The Ryder System, Inc. 1994 Incentive Compensation Plan for Senior
Vice President and General Manager of the International Division,
previously filed with the Commission as an exhibit to the Company's
Annual Report on Form 10-K for the year ended December 31, 1993, is
incorporated by reference into this report.
10.9(b) The Ryder System, Inc. 1995 Incentive Compensation Plan for Senior
Vice President and General Manager, International Division.
10.10(a) The Ryder System, Inc. 1994 Incentive Compensation Plan for
President, Automotive Carrier Division, previously filed with the
Commission as an exhibit to the Company's Annual Report on Form 10-K
for the year ended December 31, 1993, is incorporated by reference
into this report.
10.10(b) The Ryder System, Inc. 1995 Incentive Compensation Plan for
President, Automotive Carrier Division.
10.11(a) The Ryder System, Inc. 1994 Incentive Compensation Plan for
Chairman, President & Chief Executive Officer, Ryder System, Inc.,
previously filed with the Commission as an exhibit to the Company's
Annual Report on Form 10-K for the year ended December 31, 1993, is
incorporated by reference into this report.
10.11(b) The Ryder System, Inc. 1995 Incentive Compensation Plan for
Chairman, President & Chief Executive Officer, Ryder System, Inc.
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10.12(a) The Ryder System, Inc. 1994 Incentive Compensation Plan for
President-Commercial Leasing & Services, Vehicle Leasing & Services
Division, previously filed with the Commission as an exhibit to the
Company's Annual Report on Form 10-K for the year ended December 31,
1993, is incorporated by reference into this report.
10.12(b) The Ryder System, Inc. 1995 Incentive Compensation Plan for
President-Commercial Leasing & Services.
10.13(a) The Ryder System, Inc. 1994 Incentive Compensation Plan for
President-Consumer Rental, Vehicle Leasing & Services Division,
previously filed with the Commission as an exhibit to the Company's
Annual Report on Form 10-K for the year ended December 31, 1993, is
incorporated by reference into this report.
10.13(b) The Ryder System, Inc. 1995 Incentive Compensation Plan for
President-Consumer Truck Rental.
10.14(a) The Ryder System, Inc. 1994 Incentive Compensation Plan for
President-Ryder Dedicated Logistics, Vehicle Leasing & Services
Division, previously filed with the Commission as an exhibit to the
Company's Annual Report on Form 10-K for the year ended December 31,
1993, is incorporated by reference into this report.
10.14(b) The Ryder System, Inc. 1995 Incentive Compensation Plan for
President-Ryder Dedicated Logistics.
10.15(a) The Ryder System, Inc. 1980 Stock Incentive Plan, as amended and
restated as of October 22, 1993, previously filed with the
Commission as an exhibit to the Company's Annual Report on Form 10-K
for the year ended December 31, 1993, is incorporated by reference
into this report.
10.15(b) Form of Combined Non-Qualified Stock Option and Limited Stock
Appreciation Right Agreement, dated May 6, 1994.
10.15(c) Form of Combined Non-Qualified Stock Option and Limited Stock
Appreciation Right Agreement, dated October 21, 1994.
10.15(d) Combined Non-Qualified Stock Option and Limited Stock Appreciation
Right Agreement, dated December 15, 1994, between Ryder System, Inc.
and M. Anthony Burns.
10.16 The Ryder System, Inc. Directors Stock Plan, as amended and restated
as of December 17, 1993, previously filed with the Commission as an
exhibit to the Company's Annual Report on Form 10-K for the year
ended December 31, 1993, is incorporated by reference into this
report.
10.17(a) The Ryder System Benefit Restoration Plan, effective January 1,
1985, previously filed with the Commission as an exhibit to the
Company's Annual Report on Form 10-K for the year ended December 31,
1992, is incorporated by reference into this report.
10.17(b) The First Amendment to the Ryder System Benefit Restoration Plan,
effective as of December 16, 1988.
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10.18 Amendment, dated November 10, 1994, to the Amended and Restated
Severance Agreement between Ryder System, Inc. and C. R. Campbell.
10.19 Letter agreement, dated April 9, 1993, between Ryder System, Inc.
and James Ernest Riddle.
10.20 Distribution and Indemnity Agreement dated as of November 23, 1993
between Ryder System, Inc. and Aviall, Inc., previously filed with
the Commission as an exhibit to the Company's Annual Report on Form
10-K for the year ended December 31, 1993, is incorporated by
reference into this report.
10.21 Tax Sharing Agreement dated as of November 23, 1993 between Ryder
System, Inc. and Aviall, Inc., previously filed with the Commission
as an exhibit to the Company's Annual Report on Form 10-K for the
year ended December 31, 1993, is incorporated by reference into this
report.
11.1 Statement regarding computation of per share earnings.
13.1 The Ryder System, Inc. 1994 Annual Report to Shareholders. Those
portions of the Ryder System, Inc. 1994 Annual Report to
Shareholders which are not incorporated by reference into this
report are furnished to the Commission solely for information
purposes and are not to be deemed "filed" as part of this report.
21.1 List of subsidiaries of the registrant, with the state or other
jurisdiction of incorporation or organization of each, and the name
under which each subsidiary does business.
23.1 Auditors' consent to incorporation by reference in certain
Registration Statements on Forms S-3 and S-8 of their reports on
consolidated financial statements and schedules of Ryder System,
Inc. and its consolidated subsidiaries.
24.1 Manually executed powers of attorney for each of:
Arthur H. Bernstein
Edward T. Foote II
John A. Georges
Vernon E. Jordan, Jr.
Howard C. Kauffmann
David T. Kearns
Lynn M. Martin
James W. McLamore
Paul J. Rizzo
Donald V. Seibert
Hicks B. Waldron
Alva O. Way
Mark H. Willes
27.1 Financial Data Schedule.
(b) Reports on Form 8-K:
The Company did not file any reports on Form 8-K during the last
quarter of 1994.
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(c) Executive Compensation Plans and Arrangements:
Please refer to the description of Exhibits 10.1 through 10.19
set forth under Item 14(a)3 of this report for a listing of
all management contracts and compensation plans and
arrangements filed with this report pursuant to Item
601(b)(10) of Regulation S-K.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Date: March 29, 1995 RYDER SYSTEM, INC.
By: M. Anthony Burns
---------------------------------
M. Anthony Burns
Chairman, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Date: March 29, 1995 By: M. Anthony Burns
---------------------------------
M. Anthony Burns
Chairman, President and Chief
Executive Officer
(Principal Executive Officer)
Date: March 29, 1995 By: Edwin A. Huston
---------------------------------
Edwin A. Huston
Senior Executive Vice President-Finance
and Chief Financial Officer
(Principal Financial Officer)
Date: March 29, 1995 By: Anthony G. Tegnelia
---------------------------------
Anthony G. Tegnelia
Senior Vice President and Controller
(Principal Accounting Officer)
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Date: March 29, 1995 By: Arthur H. Bernstein *
---------------------------------
Arthur H. Bernstein
Director
Date: March 29, 1995 By: Edward T. Foote II *
---------------------------------
Edward T. Foote II
Director
Date: March 29, 1995 By: John A. Georges *
---------------------------------
John A. Georges
Director
Date: March 29, 1995 By: Vernon E. Jordan, Jr. *
---------------------------------
Vernon E. Jordan, Jr.
Director
Date: March 29, 1995 By: Howard C. Kauffmann *
------------------------------
Howard C. Kauffmann
Director
Date: March 29, 1995 By: David T. Kearns *
---------------------------------
David T. Kearns
Director
Date: March 29, 1995 By: Lynn M. Martin *
---------------------------------
Lynn M. Martin
Director
Date: March 29, 1995 By: James W. McLamore *
------------------------------
James W. McLamore
Director
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Date: March 29, 1995 By: Paul J. Rizzo *
-----------------------------
Paul J. Rizzo
Director
Date: March 29, 1995 By: Donald V. Seibert *
---------------------------------
Donald V. Seibert
Director
Date: March 29, 1995 By: Hicks B. Waldron *
--------------------------------
Hicks B. Waldron
Director
Date: March 29, 1995 By: Alva O. Way *
----------------------------------
Alva O. Way
Director
Date: March 29, 1995 By: Mark H. Willes *
--------------------------------
Mark H. Willes
Director
*By: Ann E. Neal
---------------------------------
Ann E. Neal
Attorney-in-Fact
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