1 EXHIBIT 13.1 [PHOTO] [RYDER Logo] 1994 ANNUAL REPORT 2 Ryder System is an international company doing business in the Americas and Western Europe, whose vision is to serve its customers with the best value in logistics and transportation solutions, around the world or around the corner. CONTENTS Letter to Shareholders 3 Understanding the Need 7 Responding to the Need 13 Introduction to Financial Section 25 Financial Review 26 Selected Finanical and Operational Data 32 Report of Management and Independent Auditors' Report 33 Consolidated Financial Statements 34 Notes to Consolidated Financial Statements 37 Supplemental Financial Data 47 Glossary of Industry Terms 50 Board of Directors and Corporate Management 54 Operating Management 55 Corporate Information 56 Corporate Responsibility 57 3 FINANCIAL HIGHLIGHTS Ryder System, Inc. ------------------------------------------------------------------------------------------------------------ (Dollars in thousands, except per share amounts) 1994 1993 Change ------------------------------------------------------------------------------------------------------------ OPERATING DATA: Revenue $ 4,685,603 4,217,030 +11% Earnings from continuing operations $ 153,529 114,722 +34% Net earnings (loss) (a) $ 153,529 (61,424) N/A ------------------------------------------------------------------------------------------------------------ FINANCIAL DATA: Total assets $ 5,014,473 4,258,388 +18% Total shareholders' equity $ 1,129,024 990,181 +14% Return on average common equity (b) 14.5% 10.2% +4.3 pts. Debt to equity 169% 155% +14 pts. Debt to tangible equity 227% 202% +25 pts. Total capital spending $ 1,914,736 1,237,521 +55% ------------------------------------------------------------------------------------------------------------ PER COMMON SHARE DATA: Earnings from continuing operations $ 1.95 1.43 +36% Net earnings (loss) (a) $ 1.95 (0.84) N/A Book value $ 14.33 12.81 +12% Cash dividends $ 0.60 0.60 - Market price (high-low) (c) $ 28-19 7/8 26 5/8-24 3/4 ------------------------------------------------------------------------------------------------------------ OTHER DATA: Common shareholders of record 19,605 19,025 +3% Common shares outstanding 78,760,742 77,294,484 +2% Number of vehicles 188,831 168,278 +12% Number of employees 43,095 37,949 +14% ============================================================================================================ (a) Net loss for 1993 includes an after tax charge of $25 million for the cumulative effect of a change in accounting and an after tax charge of $169 million related to the discontinued aviation services subsidiaries. See "Notes to Consolidated Financial Statements" for additional discussion. (b) Excludes the cumulative effect of a change in accounting and special charges related to discontinued operations. (c) On December 7, 1993, the company completed the spin off of its aviation services subsidiaries by distributing to common stockholders one share of Aviall, Inc. common stock valued at $16.25 for each four Ryder System, Inc. common shares owned. The high and low presented for 1993 were the values of the company's common stock after the spin off. The high and low for 1993 prior to the spin off were 33 1/2 and 26 1/4, respectively. LINES OF BUSINESS ---------------------------------------------------------------------------------------------------------- (In thousands) 1994 1993 1992 1991 1990 ---------------------------------------------------------------------------------------------------------- REVENUE: Vehicle Leasing & Services $4,057,735 3,596,803 3,384,952 3,229,437 3,285,742 Automotive Carriers 645,402 634,634 651,216 645,051 688,971 Other - - - - 3,267 Intersegment (17,534) (14,407) (16,493) (23,154) (27,956) ---------------------------------------------------------------------------------------------------------- Total $4,685,603 4,217,030 4,019,675 3,851,334 3,950,024 ========================================================================================================== EARNINGS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES: Vehicle Leasing & Services $ 234,258 204,370 135,291 52,511 79,711 Automotive Carriers 50,078 31,955 48,220 24,318 22,604 Other (23,817) (26,549) (17,966) (16,350) (3,625) ---------------------------------------------------------------------------------------------------------- Total $ 260,519 209,776 165,545 60,479 98,690 ========================================================================================================== (Copyright 1995) Ryder System, Inc. 4 PERFORMANCE HIGHLIGHTS Earnings per share from Revenue (in millions) continuing operations [FIGURE 1] [FIGURE 3] 1990 - $3,950 1990 - $0.64 1991 - $3,851 1991 - $0.28 1992 - $4,020 1992 - $1.17 1993 - $4,217 1993 - $1.43 1994 - $4,686 1994 - $1.95 Expansion of contractual Earnings increased while business contributed to also making major the company's 11% revenue investments in logistics, growth during 1994. marketing and sales, and reengineering. Return on Average Full Service Lease Common Equity Customer Satisfaction Index [FIGURE 2] [FIGURE 4] 1990 - 5.0% 1990 - 81.0 1991 - 4.2% 1991 - 80.4 1992 - 8.1% 1992 - 82.6 1993 - 10.2% 1993 - 83.7 1994 - 14.5% 1994 - 84.5 Return on average common Customer satisfaction with equity approaches the com- the company's full service pany's 17% goal. truck leasing product con- tinues to climb. 2 5 LETTER TO SHAREHOLDERS [PHOTO] M. ANTHONY BURNS In terms of both revenue and earnings from continuing operations, 1994 was Ryder's strongest year ever. All of our business units contributed to the record-setting performance, and we are particularly pleased with the growth in our long-term, contractual businesses, which helps reduce our sensitivity to the inevitable peaks and valleys of the economy. STRONG FINANCIAL PERFORMANCE IN 1994 Revenue from continuing operations in 1994 was $4.7 billion, 11% greater than revenue of $4.2 billion in 1993 and the highest percentage increase in revenue since 1987. Earnings from continuing operations rose to $154 million, or $1.95 per share, an increase in earnings per share of 36%, compared with $115 million, or $1.43 per share, in 1993. It is important to note that we achieved this performance while continuing to make major investments in logistics, marketing and sales, and reengineering. In dedicated logistics, we enjoyed revenue growth in excess of 20%. The strong momentum of Ryder Dedicated Logistics was demonstrated by fourth quarter revenue growth of 33%, making the unit - for the first time - the company's second largest revenue generator. A 7% rise in revenue, with 9% growth in the fourth quarter, was recorded in full service truck leasing, still our largest business unit, with much of the increase coming from new customers. This bodes well for the future, because the bulk of this unit's growth has come historically from expanding business with existing customers. Net new sales of long-term, contractual business were excellent; in fact, sales of new full service truck leasing and dedicated logistics contracts exceeded previous highs. Ryder Plc, our United Kingdom subsidiary, experienced a 45% revenue increase in the fourth quarter of 1994, benefiting from continued growth in existing contractual business and several strategic acquisitions made during the year. Our return on equity in 1994 was 14.5%, moving us ever closer to our goal of a 17% return on equity in the next several years. Asset turnover was nearly 100%, and our capital spending reached $1.9 billion, the majority of which was invested in our long-term, contractual product lines. Our balance sheet is strong and our cash flow is solid. A REFINED VISION We refined our vision to reflect the exciting developments that are taking place within Ryder, our industry, and the markets we serve. We have also modified our organization to promote teamwork and ensure that our structure is aligned with our vision. Our vision is: Ryder will serve its customers with the best value in logistics and transportation solutions around the world or around the corner. Today, as never before, our customers expect excellent value from the solutions we offer, and we intend to deliver just that. Importantly, while increasing customer value is the key 3 6 to success in today's - and tomorrow's - marketplace, it is also central to building shareholder value. Our vision is reinforced by ever-increasing demands in the marketplace: - Reengineering efforts often lead companies to the conclusion that they should be focusing their efforts on their core competencies while outsourcing their non-core functions. - The speed with which companies deliver their products has taken on new significance as reduced cycle times yield competitive advantage. - Controlling costs, particularly in the area of inventory investment, is critical. - The battle for market share is being fought globally. This creates huge logistics challenges for companies as they develop efficient strategies to distribute their products throughout their markets. - More companies now see the need for formal logistics strategies. To fulfill our vision and capitalize on the significant opportunities arising from the marketplace needs, we are leveraging our core competencies of logistics management and asset management by focusing on three areas of emphasis. First, we will stress the value of the solutions we provide. Second, we will seek to increase the volume of business being done within each of our business units. Finally, we will continue to lower our cost structure. [PHOTO] We are using the power of information technology to add value, allowing our customers to replace inventory with information. ADDING VALUE Our value-added services help drive down our customers' costs, while allowing our customers to better serve their own customers. We continue to introduce new, high quality products and services to the market; in 1994, we expanded our services in transportation management (carrier selection) and inventory deployment to help fill out our integrated logistics capabilities. Acquisition and alliance activities are a key part of our strategy in order to compress the time required to introduce these services. We are also taking our value-added services into new industries. Just-in-time delivery, for example, a service we have been providing primarily to the automotive industry, is one that we are now expanding to serve such other industries as electronics and appliances. In addition, we are using the power of information technology to add value. Flow-through distribution services, enabled by technology, are allowing our customers to replace inventory with information. Introducing technology into our shop management services helps our customers better manage their transportation activities through improved management reporting. Technology is also a key enabler for our expanded services in the area of carrier management. We have added to our sales force and also improved our training and support efforts. We believe our sales force is the best prepared in the industry when it comes to helping our customers solve complex logistics and transportation issues, and we are continuing to build our expertise in the area of logistics system design. Our market coverage strategy is built around teams consisting of sales, operations and logistics managers. 4 7 [PHOTO] We have added to our sales force and also improved our training and support efforts. We believe our sales force is the best prepared in the industry. [PHOTO] Increased growth will come through the development of new markets as well as expanding our penetration in existing markets. These teams are organized, and performance-compensated, around the customer in order to speed decision making and pursue continuous customer improvement. We have implemented new pricing strategies and tools in order to better find and price value throughout the marketplace. INCREASING VOLUME We need to increase our volume in order to grow. Our robust volume growth in 1994 confirms the value we are providing to our customers. Ryder's full service truck leasing and dedicated logistics businesses added approximately 2,500 new customers in 1994, and expanding our business with existing customers also generated a significant portion of our revenue growth. Our fleet grew 12% during the year to a total of almost 190,000 vehicles. Increased growth will come through the development of new markets as well as expanding our penetration in existing markets. Telecommunications is a good example of a new market where significant progress has been made, and we are continuing to improve our penetration of the automotive, bakery, and beverage industries. We study the needs of the industries we target, develop new information systems and equipment to meet those needs, and hire industry specialists who understand the "ins and outs" of the business and can speak to customers in their own language. Our logistics and full service truck leasing businesses are also growing outside the U.S. In the United Kingdom, we made several acquisitions in 1994 which will provide a solid base from which we can hasten the growth of our distribution business, and we have strengthened our operations in Germany and opened new operations in Mexico. We will serve our existing customers as they expand in these markets, and, of course, seek to provide our services to companies that are already there. As we expand in Western Europe and the Americas, we will use the experience and expertise gained in Germany and Mexico to help us. ENHANCING SERVICES WHILE LOWERING COSTS The key to increasing customer value and lowering our cost structure lies in reengineering, where we are using technology and process changes to drive efficiencies. Information technology will help us take costs out. Building and changing processes provides the discipline to make sure unnecessary costs don't creep back in. Since we began our reengineering efforts, we have invested approximately $85 million in three crucial areas: - Marketing and sales, providing innovation in account management, knowledge-based marketing, and improved purchasing and asset management processes; - Vehicle maintenance, automating the shop environment and equipping our service technicians with state-of-the-art electronic diagnostic tools; and 5 8 [PHOTO] We are automating our maintenance shops and equipping our service technicians with state-of- the-art electronic tools. - Administration and finance, including a redesign of our invoice and billing processes to make them more customer friendly. We are sensitive to the impact that reengineering will have on the way we do business, and we are investing in change management processes to enhance the success of program implementation. The success of our ongoing reengineering initiatives was recognized in early 1995 when the consulting firm Arthur D. Little announced that Ryder was included in Little's 1995 "Best of the Best" list. Little's annual Best of the Best program recognizes 20 companies that have developed and implemented outstanding standards in six critical business processes: customer management, process management, manufacturing management, product and technology management, supply chain management and environmental management. Our standing as the leader in third-party logistics was similarly recognized during 1994, in a survey conducted by Northeastern University and Mercer Management Consulting among CEOs of companies that identify themselves as offering logistics services. According to that survey, Ryder is seen at the top of the list of "today's winners" and further out in front "three years from now." BOARD OF DIRECTORS Before closing this letter, I want to take a moment to acknowledge the return of Paul J. Rizzo, retired vice chairman of International Business Machines Corporation, to our board of directors, effective January 1, 1995. It is a pleasure to have Mr. Rizzo back with us. A LOOK AHEAD I have seen this company and the markets we serve change in ways that would have been impossible to predict just a few years ago. Today, we are transforming Ryder into a world class, integrated logistics company capable of delivering a broad base of customized, yet flexible products and services that can manage all, or part, of a customer's supply chain. We are on track to achieve our vision as we continue to drive toward a culture that is market-driven and fosters teamwork, collaboration and learning. I thank our employees for their limitless talent and devotion, our customers for giving us the opportunity to serve them, and our shareholders for your continued support. M. Anthony Burns Chairman, President and Chief Executive Officer February 17, 1995 6 9 [PHOTO] UNDERSTANDING THE NEED THE ROLE OF LOGISTICS AND TRANSPORTATION IN TODAY'S GLOBAL ECONOMY Call it distribution or logistics or supply-chain management. By whatever name, it is the sinuous, gritty, and cumbersome process by which companies move materials, parts, and products to customers.... Hard-pressed to knock out competitors on quality or price, companies are trying to gain an edge through their ability to deliver the right stuff in the right amount at the right time. FORTUNE, November 28, 1994 7 10 EFFICIENCIES IN LOGISTICS AND TRANSPORTATION HAVE BECOME JUST AS IMPORTANT TO STRATEGIC PLANNING AS IMPROVEMENTS IN MANUFACTURING AND MARKETING. Logistics and transportation services form the cornerstone of a steady shift in the way business is conducted in the global marketplace of the 1990s. Once regarded simply as overhead, these disciplines are now recognized as strategic and are used by sophisticated companies as a competitive weapon to improve customer service, control costs, reduce cycle time and increase margins. Producing and marketing world class products used to be enough to guarantee success. That is no longer true. Successful companies have found that speed - delivering the right products in the right quantity to the right place at the right time - at the right cost - is the key differentiator today. Nearly 80% of more than 1,300 corporate executives surveyed by Ryder agree. They said that product delivery is just as important as a product's quality. In addition, their customers have come to expect high quality at a reasonable price. Therefore, finding efficiencies in logistics and transportation has become just as important to their strategic planning as improvements in manufacturing and marketing. This trend has catapulted interest in logistics and transportation from the loading dock to the corporate boardroom. A recent survey by KPMG Peat Marwick LLP found that the logistics function now reports to the president or chief executive officer in 29% of the 309 companies surveyed. The top two concerns of executives in the KPMG study were cost control and inventory JUST IN TIME 300 TIMES [PHOTO] [PHOTO] [PHOTO] [PHOTO] A DAY, Thursday, 9 a.m.: A Workers load The drivers check Spring Hill,Tennesee, 365 DAYS Ryder truck arrives speedometers and the on-board com- Friday, 3 a.m.: The A YEAR at a Saturn supplier odometers packed in puter, which tells truck parks its trailer in Winchester, reusable bins. them where they at a computer- Virginia. should go, how to assigned spot. get there, and how long it should take. 8 11 management. To achieve gains in both, more and more companies are focusing on transportation and logistics. ON A BROAD SCALE AMERICAN COMPANIES ARE TAPPING INTO A TREMENDOUS RESOURCE - CASH PREVIOUSLY TIED UP IN EXCESS INVENTORY - BY MORE EFFCIENTLY MANAGING THE IN-BOUND FLOW OF MATERIAL. THE BACKBONE OF COMMERCE As the amount spent on global freight and passenger transportation continues to rise, productivity is being boosted also as both companies and their transportation partners become more sophisticated. The Eno Transportation Foundation, Inc., which tracks vital U.S. freight and passenger statistics, estimates that freight costs increased to over $390 billion in 1993 (truck freight expenditures represent almost 80 of this figure). Yet distribution costs as a percentage of gross domestic product declined by 33% from 1981 to 1992, according to Cass Information Systems. "Taken together," writes Keith G. Biondo, publisher of Inbound Logistics magazine, "these two facts show that on a broad scale American companies are tapping into a tremendous resource - cash previously tied up in excess inventory - by more efficiently managing the in-bound flow of material. Companies are using top carriers and premium services to do this for them, or to help them do it themselves." Dr. Douglas M. Lambert, the Prime F. Osborn III Professor of Transportation and Logistics at the University of North Florida, describes the importance of supply chain management this way: "For many manufacturers, wholesalers and retailers, investments in inventory represent the largest single component [PHOTO] [PHOTO] [PHOTO] [PHOTO] [PHOTO] A driver downloads The Ryder 12:53 p.m.: The trailer ...for Saturn and unwrap pre- the key-shaped floppy mainframe arrives at one of workers to unload inspected parts to disk from his on-board generates perfor- Saturn's 56 receiving the bins... ready them for the computer into mance reports docks, just in time... production line. Ryder's mainframe. for Saturn. Text, photos and captions excerpted from "Delivering the Goods" by Ronald Henkoff, FORTUNE (November 28, 1994) (c) 1994 Time Inc. Reprinted by permission. 9 12 of a company's corporate assets. Utilizing efficient supply chain management concepts and integrated information systems can result in increased customer service, less inventory on hand, decreased transportation and warehousing costs and improvements in cash flow and return on assets." These factors take on even greater significance as companies reach out to large new markets around the world, aided by trade pacts such as the General Agreement on Tariffs and Trade (GATT) and the North American Free Trade Agreement (NAFTA). Three-quarters of the world's highway transportation market lies outside the U.S., with Europe and Latin America representing 23% and 14% of the world's market, respectively. CORPORATIONS AND PUBLIC SECTOR ORGANIZATIONS ARE EVALUATING THEIR LOGISTICS AND TRANSPORTATION PROCESSES IN ORDER TO FIND MORE EFFICIENT AND LESS EXPENSIVE WAYS TO MANAGE INVENTORY AND MOVE FREIGHT OR PEOPLE. Research by Bernard J. La Londe, Mason Professor of Transportation and Logistics at The Ohio State University, in conjunction with Cass Information Systems, identified the "global perspective" as one of five reasons why transportation and logistics have become such important topics among U.S. corporate executives: Global marketing perspective - executives are thinking about global market suppliers and competitors as well as local ones. Reduced order cycle times - the average transit time from factory to shelf in the U.S. is expected to decrease from 60 hours to 38 hours by the year 2000. Shift from transactional to contractual/relationship linkages among companies - the percentage of freight moving under contract in 1990 was 45%; that number is expected to grow to 75% by the year 2000. Replacing inventory with information in the logistics process - taking excess inventory out of the pipeline is key to speeding the process and saving money. Improved asset productivity - maximizing utilization of assets will increasingly be seen as the primary way to bring value to customers. This means more miles per truck, fewer vehicles on hand, filling vehicles to capacity, and maintaining vehicles when they are not used, anywhere, any place or any time of the day or night. TREND TOWARD OUTSOURCING The pressures of global competition are causing many companies to concentrate their resources on their core businesses. As a result, corporations and public sector organizations are evaluating their logistics and transportation processes in order to find more efficient and less expensive ways to manage inventory and move freight or people, whether it is around the corner or around the world. Increasingly, they are turning to third-party providers like Ryder which use sophisticated systems to meet those challenges. The best third-party providers have the ability to keep pace with current technology by leveraging their assets and expertise for the benefit of all their 10 13 customers. They achieve economies of scale that enable them to control costs and, in the end, provide competitive advantages for their customers. While third-party suppliers did $6 billion in full service truck leasing business and, according to Cass Information Systems, $16 billion in logistics business in the U.S. in 1993, it is widely believed that both of these businesses are underpenetrated. Professor Donald J. Bowersox of Michigan State University's Eli Broad Graduate School of Management writes that "the growth potential of leasing and contract logistics is limited only by the combined imagination of service providers and their customers." Research supports this. A study of fortune 500 manufacturing companies by Professor Robert C. Lieb of Northeastern University's College of Business Administration found that as the acceptance of transportation and logistics-related outsourcing continues to grow, so too does the level. Third-party logistics contracts which involve the out sourcing of all primary functions across a company's logistic channel are occurring with greater frequency. Therefore, there is a growing need for single-source providers capable of supplying cost-effective, integrated solutions. The decision to outsource logistics and transportation products and services by world class companies like those surveyed by Professor Lieb typically begins with an internal assessment of whether the company can manage and/or execute an integrated logistics strategy on its own in a cost-effective manner. Some can, and do it well. If the company decides to seek LOGISTICS HELPS XEROX KEEP ITS CUSTOMERS SATISFIED Excellence in business today means continually improving customer satisfaction, while at the same time controlling costs. Xerox understands this formula for success, as well as the role that logistics plays in bringing it to life. Xerox has been working with Ryder Dedicated Logistics for many years. Ryder is the largest third-party provider operating out-bound logistics systems for Xerox in which the traditional role of drivers has been significantly expanded. Ryder drivers are, in fact, highly trained customer service representatives that not only deliver office equipment to Xerox customers, but they also install the equipment and familiarize the office staff on its operation. Drivers are an integral component of the overall logistics process Ryder Dedicated Logistics manages for Xerox that includes: management of flow-through logistics centers, final equipment assembly, delivery, installation, equipment familiarization and the recovery and shipment of equipment being replaced. [PHOTO] The resulting benefit of this integrated process is that Xerox is able to cost-effectively compress the time it takes to fulfill a customer's order, enhancing customer satisfaction. The speed at which a company can deliver a product to the customer can mean the difference between winning and losing in today's competitive, time-based marketplace. 11 14 the assistance of a third-party provider for some or all of the services it needs, there is a broad range of logistics and transportation products and services offered in the marketplace. COMPLEX SERVICES LIKE INTEGRATED LOGISTICS REQUIRE HIGHLY TRAINED PERSONNEL AND SOPHISTICATED LOGISTICS INFORMATION SYSTEMS, AND INVOLVE LONG-TERM PARTNERSHIPS BETWEEN PROVIDERS AND SHIPPERS. These products and services have varying degrees of complexity and customization associated with each. They include services such as common and for-hire transport via highway, air, rail or water; warehousing; freight payment; dedicated contract carriage; traffic management; import/export management; and integrated logistics management of the entire supply chain. Complex services like integrated logistics require highly trained personnel and sophisticated logistics information systems, and involve long-term partnerships between providers and shippers. Cass Information Systems Executive Vice President Bob Delaney cites three additional reasons why companies outsource their logistics and transportation needs in his "Fifth Annual State of Logistics Report." They include: Financial leverage - outsourcing permits a company to get out of the transportation business, reducing equipment, facilities and personnel, as well as freeing up cash and improving return on investment. Freeing up management - companies can focus on their core business activities like manufacturing, marketing, or research and development. No more worrying about complex government regulations or inventory buffers. Risk reduction - the right provider has better resources to keep a company's distribution network running in spite of unexpected disaster, wherever it strikes. Earthquakes, fire, floods, snow and strikes all wreak havoc on smaller, less flexible internal organizations. These developments in transportation and logistics are not only changing the way products are sold, they are radically changing the way products are designed, manufactured and delivered. The impact of this is increasingly being felt in a wide range of businesses, such as the automotive, appliance and grocery industries, and in public sector organizations for their passenger transportation and fleet maintenance functions. Today's advanced logistics and transportation products and services are making global markets more accessible to more businesses. Most logistical accomplishments occur outside the glare of public attention; most consumers are unaware of the savings they have reaped in the past decade as a result of advances in logistics and transportation technologies. Clearly, a major opportunity exists for leaders in these disciplines to redefine their businesses and build even greater growth in the coming years. Ryder is one of the few companies that has the resources and track record to meet this challenge. 12 15 [FIGURE 5] Revenue of $4.7 billion Dedicated Logistics - 15% Full Service Leasing - 35% Commercial and Consumer Rental - 23% Automotive Carriers - 14% Public Transportation Services and Other - 13% RESPONDING TO THE NEED HOW RYDER USES LOGISTICS AND TRANSPORTATION SOLUTIONS TO HELP ITS CUSTOMERS BECOME MORE COMPETITIVE Today's increasingly global economy presents a clear and growing need for sophisticated, information-based logistics and transportation solutions and the resulting benefits of improved customer service, reduced inventory, lower overall costs, and greater speed to market. No company better understands the need and how to deliver the benefits - indeed, no one is better positioned to lead the growth in partnered logistics and transportation services - than Ryder. Ryder is a market-driven company focused on two core competencies - asset management and logistics management - that enable the company to provide customized, cost-effective logistics and transportation solutions to customers. The company leverages its core competencies across all of its business units. Through close coordination, Ryder is able to deliver to its customers a comprehensive range of products and services, ranging from a single truck rental to a complex integrated logistics system, seamlessly and efficiently. 13 16 LOGISTICS Ryder Dedicated Logistics is the company's fastest growing business unit, providing logistics reengineering, logistics operations and logistics management solutions for hundreds of customers in a multitude of industries, including such familiar names as Saturn, Xerox, Northern Telecom, The Wall Street Journal, and Delphi Energy and Engine Management Systems (formerly AC Delco Systems). Dedicated logistics enjoyed significant revenue growth during 1994 making the unit - for the first time - the company's second largest revenue generator. Revenue growth accelerated over the second half of 1994, as strategic investments in reengineering and marketing to expand the company's logistics capabilities began to take effect. This business unit is steadily building competencies to position itself as the first and best single-source integrated logistics provider, managing its customers' entire supply chain, from raw materials to finished product distribution. The business unit was selected in 1994 to provide logistics services by such world class companies as Mercedes-Benz, BellSouth and Whirlpool. THIS BUSINESS UNIT IS STEADILY BUILDING COMPETENCIES TO POSITION ITSELF AS THE FIRST AND BEST SINGLE-SOURCE INTEGRATED LOGISTICS PROVIDER, MANAGING ITS CUSTOMERS' ENTIRE SUPPLY CHAIN, FROM RAW MATERIALS TO FINISHED PRODUCT DISTRIBUTION. DEDICATED LOGISTICS REVENUE (in millions) [FIGURE 6] 1990 $337 1991 $416 1992 $498 1993 $569 1994 $692 The integrated logistics system that Ryder has been selected to operate for Whirlpool is one of the most comprehensive, non-automotive systems in the U.S. Ryder is responsible for transporting material and components from suppliers nationwide to eleven Whirlpool manufacturing facilities. In-bound loads are "mixed and matched" according to the changing needs of Whirlpool's flexible manufacturing plants, which can quickly convert from producing one appliance model to another. Whirlpool is just one of an increasing number of Ryder customers demanding a more complete range of information-based logistics service offerings. The acquisition of LogiCorp in 1994 gave Ryder the sophisticated information technology needed to deliver cost-efficient carrier management to its customers for all freight modes - domestically or internationally - whether it be by air, rail, sea, highway or an intermodal combination. Through alliances, Ryder has also expanded its service offerings in the area of inventory management. In a study conducted in 1994 by Mercer Management Consulting and Northeastern University, chief executive officers of 22 logistics firms - many direct competitors of Ryder - were asked to rank the country's leading third-party logistics providers. Ryder finished in first place. The study went on to ask which provider would be the leader in three years. Ryder was again ranked first, by an even wider margin. 14 17 "Ryder offered us a creative plan that places responsibility for our sophisticated and complex logistics operations under one roof. We expect the new system to reduce costs, improve quality, and reduce our overall order processing and manufacturing cycle time." Dan E. Prickett, Director of Inbound Logistics, Whirlpool North American Appliance Group [PHOTO] 15 18 [PHOTO] "Ryder plays an important role in delivering the commitment Pepperidge Farm has made to its customers and consumers in providing the freshest product possible to the market." Stephen D. Gould, Vice President of Distribution, Pepperidge Farm, Inc. 16 19 PUBLIC TRANSPORTATION Ryder's logistics expertise extends to its Public Transportation Services unit, which includes student transportation, public transit and public fleet maintenance. Performance of this unit was up solidly in 1994. Ryder is one of the largest providers of student transportation services in the U.S., transporting more than 440,000 students in 20 states to and from school each day. Through ATE Management and Service Company, Ryder operates or manages 89 public transit systems, ranging from computer-routed dial-a-ride vans for seniors and persons with disabilities, to fixed-route and commuter express bus services. Ryder/MLS is the nation's leading provider of municipal fleet management and maintenance services. MLS maintains thousands of vehicles for local governments and utilities, including police, fire, construction and other public works vehicles. PUBLIC TRANSPORTATION SERVICES REVENUE (in millions) [FIGURE 7] 1990 - $256 1991 - $272 1992 - $324 1993 - $345 1994 - $365 FULL SERVICE TRUCK LEASING Full service truck leasing continues to be Ryder's largest business and the foundation upon which Ryder's other units rest. The full FULL SERVICE LEASE AND PROGRAMMED MAINTENANCE REVENUE (in millions) [FIGURE 8] 1990 - $1,684 1991 - $1,725 1992 - $1,718 1993 - $1,750 1994 - $1,866 INVESTMENTS IN TECHNOLOGY, SALES AND MARKETING, AND REENGINEERING HAVE GREATLY ENHANCED RYDER'S FULL SERVICE TRUCK LEASING PRODUCTS AND SERVICES, AND HAVE HELPED THE COMPANY TO SUSTAIN ITS LEADERSHIP AND GROWTH POTENTIAL IN THE MARKETPLACE. service leasing unit provides nearly all the vehicles used by Ryder to serve logistics customers, as well as maintenance for Ryder's truck rental fleets and its Public Transportation Services vehicles. Ryder offers its customers a flexible and immediate range of full service truck leasing products and services. With more than 13,000 customers, including such well-known companies as Pepsi-Cola, Home Depot, and International Paper, Ryder is the largest full service truck leasing company in the world. Full service truck leasing reported a 7% increase in revenue in 1994, with much of the increase coming from new customers. Investments in technology, sales and marketing, and reengineering have greatly enhanced Ryder's full service truck leasing products and services, and have helped the company to sustain its leadership and growth potential in the marketplace. At the heart of Ryder's full service truck leasing success is its expertise in asset management. Ryder professionals purchase, manage, maintain and dispose of trucks better than anyone in the business. Included in Ryder's total fleet of almost 190,000 vehicles (one of the world's largest) are nearly 90,000 full service lease vehicles. The 17 20 company's network of more than 1,000 maintenance facilities allows customers to get responsive vehicle service no matter where they are or when they need it. Ryder's facilities are being equipped with Ryder Fast Track Maintenance technology used to maximize vehicle "uptime" by more quickly and accurately scheduling work, capturing valuable vehicle performance data, and diagnosing and repairing vehicle problems. One customer that relies heavily upon Ryder's maintenance expertise is Pepperidge Farm, which has been working with Ryder since 1974 and currently has more than 80 tractors, nearly 120 trailers and 10 straight trucks under full service lease. Consumers have come to expect the freshest products from Pepperidge Farm, making the dependability and productivity of its vehicles a particularly important concern. COMMERCIAL AND CONSUMER RENTAL REVENUE (in millions) [FIGURE 9] 1990 - $892 1991 - $778 1992 - $836 1993 - $936 1994 - $1,140 TRUCK RENTAL Ryder's two truck rental fleets - one serving commercial customers, the other primarily consumers - recorded higher revenue RYDER HAS SUCCESSFULLY DIFFERENTIATED ITSELF IN THE RENTAL MARKETPLACE THROUGH SUCH PROGRAMS AS THE COMMERCIAL TRUCK RENTAL GUARANTEE, WHICH PROMISES THAT VEHICLE CHECK-IN OR CHECK-OUT WILL NOT TAKE MORE THAN 20 MINUTES, AND THE VEHICLE WILL BE PROPERLY MAINTAINED, CLEAN AND ROAD-READY. in 1994, thanks to a strong economy and successful marketing programs that boosted vehicle utilization. Ryder is the world's largest commercial truck rental company and, with its fleet of more than 41,000 commercial rental vehicles, helps businesses meet their short-term transportation needs efficiently and cost-effectively. Ryder has successfully differentiated itself in the rental marketplace through such programs as the Commercial Truck Rental Guarantee. The company's promise is that vehicle check-in or check-out will not take more than 20 minutes, and the vehicle will be properly maintained, clean and road-ready. Such distinctive service is crucial, because truck rental is often a customer's first experience with Ryder. Therefore, that first impression can play a key role in the customer's decision to convert later to a full service truck lease. The commercial rental fleet is also used to supply replacement and initial start-up vehicles to Ryder's full service lease and logistics customers, and to supplement these customers' full-time fleets during peak demand periods. Ryder's more than 34,000 yellow consumer rental trucks are a familiar sight on the nation's highways and come equipped with the features that do-it-yourself movers want, such as air conditioning, automatic transmissions and AM/FM radios. 18 21 [PHOTO] "We used a 24-foot Ryder truck and car carrier to move our belongings from Chicago to Atlanta. Ryder was the most convenient company for us to rent from because they had dealerships in our neighborhoods in both Chicago and Atlanta." Curtis and Julia Phillip, Lithonia, Georgia 19 22 [PHOTO] "Ryder's automotive carriers have been transporting Chrysler vehicles to dealers for nearly 60 years. As our customers' needs have changed, our products have changed, and Ryder has changed with us. When it comes to transportation, it's fair to say that Ryder delivers." Edward J. Krajca, Director Logistics Procurement and Supply, Chrysler Corporation 20 23 The company prides itself on being the most convenient company for the do-it-yourself mover. Its over 4,800 dealers are located throughout North America. In addition to renting trucks, they offer a variety of moving supplies such as boxes, sealing tape and packing material. Ryder also provides its customers with instructional brochures, offers discounts to AAA members and maintains a 24-hour toll-free service hotline. RyderFIRST(R), the first nationwide automated reservation system for dealers in the consumer truck rental industry, is designed to ensure that the right truck is available to the consumer at the right time and at the right price, and also enables Ryder to more efficiently manage its fleet and maximize utilization. Ryder Move Management arranges cost-effective moves - both truck rental and van line - for clients such as Procter & Gamble and Bank of America. AUTOMOTIVE CARRIERS REVENUE (in millions) [FIGURE 10] 1990 - $689 1991 - $645 1992 - $651 1993 - $635 1994 - $645 AUTOMOTIVE CARRIERS Ryder's Automotive Carrier Division had an excellent year in 1994. Earnings were higher as a result of continued strength in IN ORDER TO ENSURE THE MOST EFFICIENT, DAMAGE-FREE DELIVERY FOR ITS CUSTOMERS, RYDER PROVIDES ITS DRIVERS WITH EXTENSIVE TRAINING ON HOW TO SAFELY DRIVE THEIR VEHICLES AND LOAD AND UNLOAD THEIR CARGO. the new vehicle market and the ongoing positive effects of an organizational streamlining that took place at the end of 1993. Ryder transports more than half of all the General Motors vehicles - and almost half of the Chrysler, Toyota and Honda vehicles - sold annually in the U.S. and transported nearly 6.3 million vehicles in 1994 from assembly plants, railheads and ports. Cars and trucks carried include popular models such as the complete Saturn line, the Cadillac Seville STS and El Dorado Touring Coupe, the full line of Chevrolet pickup trucks, the Nissan Altima, the Dodge Intrepid and Chrysler's Jeep(R) Grand Cherokee. In addition to vehicle transport, Ryder also offers a number of finished vehicle services, such as final detailing for automotive dealerships, on- and off-loading vehicles from rail cars, and yard management. In order to ensure the most efficient, damage-free delivery for its customers, Ryder provides its drivers with extensive training on how to safely drive their vehicles and load and unload their 21 24 cargo. Ryder has an excellent safety record as is reflected by its workers' compensation costs, which have dropped over the past several years. The company is also committed to constantly upgrading its carrier equipment and information technology. By reducing the weight of new transports, Ryder has been able to boost carrying capacity and fuel efficiency. The company has also developed a number of "driver-friendly" features such as hydraulic ramps and skids and easy-to-release friction tie-downs. The Automotive Carrier Division is also working with Ryder Dedicated Logistics to design seamless in-bound and out-bound automotive logistics solutions for a number of auto manufacturers, including Mercedes-Benz and General Motors. FOREIGN PORTION OF REVENUE (in millions) [FIGURE 11] 1990 - $302 1991 - $327 1992 - $336 1993 - $311 1994 - $348 INTERNATIONAL Ryder is already a leader in the U.S. transportation and logistics industries, but roughly three-fourths of the world's freight moves outside of the U.S. The international transportation and logistics THE INTERNATIONAL TRANSPORTATION AND LOGISTICS MARKETPLACE REPRESENTS AN OPPORTUNITY FOR RYDER TO EXPAND ITS FULL SERVICE TRUCK LEASING AND LOGISTICS BUSINESSES. EUROPE AND LATIN AMERICA HOLD THE BEST OPPORTUNITIES, AND THE COMPANY IS FOCUSING ITS EFFORTS IN THESE REGIONS. marketplace, therefore, represents an opportunity for Ryder to expand its full service truck leasing and logistics businesses. Europe and Latin America hold the best opportunities for Ryder internationally, and the company is focusing its efforts in these regions. Ryder's strategy is to serve its existing customers as they expand in these markets and to provide services to companies which are already there. Ryder has operations in several countries. The company has had a major presence in Canada and the United Kingdom for decades. Ryder has operated in Germany since the late 1980s. In 1993, Ryder opened an operation in Poland, and at the end of 1994, Ryder entered Mexico. Ryder Plc, the company's United Kingdom subsidiary, experienced a revenue increase of 45% in the fourth quarter of 1994, benefiting from continued growth in existing business and several strategic acquisitions made during the year. 22 25 "Ryder's integrated warehouse service provides us with efficient, cost effective and accurate distribution services that enable us to concentrate our resources on our specific product assembly requirements. It is a truly beneficial partnership." Robin Field, Chief Executive, Filofax Group plc London, England [PHOTO] 23 26 Filofax Group plc, a Ryder customer in the United Kingdom, became a customer as a result of a 1994 acquisition. Ryder provides a totally integrated warehouse and distribution service for all Filofax products throughout the United Kingdom. Ryder has strengthened its operations in Germany, consolidating its full service truck leasing, commercial truck rental and dedicated logistics operations in one headquarters office in Dusseldorf. This location was selected because of its favorable location in Germany and its proximity to other European nations. Ryder is developing a presence in the Mexican market as well. The company will focus initially on three major Mexican industrial centers: Guadalajara, Mexico City and Monterrey. Mexico and Germany, in addition to having enormous transportation and logistics needs themselves, will also serve as platforms for Ryder's future expansion into Latin America and Western Europe, respectively. LEADING THE INDUSTRY Businesses around the world are discovering the competitive advantages that well-designed and executed logistics and transportation systems can yield. As companies come closer to achieving parity in traditional areas such as quality and price - and with excellence in both areas taken as a given by today's customer - the role that logistics and transportation play in a company's ability to compete and win will only become more prominent. Ryder's expertise in asset management and logistics and the interaction among its business units make the company unique in its ability to provide its customers with a complete range of sophisticated logistics and transportation services. It would be difficult for any organization - customer or competitor - to duplicate this ability without the devotion of tremendous time and resources. Every industry needs a leader, and Ryder continues to strengthen its leadership in the logistics and transportation industry. Ryder's company-wide commitment to understanding the needs of its customers and responding to them with innovative, cost-effective logistics and transportation solutions will help to maintain the company's leadership position in the years ahead. 24 27 INTRODUCTION TO FINANCIAL SECTION Some of the Significant Factors Affecting 1994 Results Were: EARNINGS FROM CONTINUING OPERATIONS REACH NEW RECORD Earnings totaled $154 million, an increase of 34% from 1993, and reached the highest level ever for the company. REVENUE REACHES AN ALL TIME HIGH Total revenue was $4.7 billion, representing an increase of 11% over 1993's revenue of $4.2 billion, and the highest amount ever reported by the company. All product lines experienced revenue growth. REVENUE GROWTH FROM DEDICATED LOGISTICS AND FULL SERVICE TRUCK LEASING IS ACCELERATED Dedicated logistics revenue grew 21% in 1994 compared with 14% in 1993. For full service truck leasing, revenue in 1994 was 7% higher compared with flat revenue in 1993. SALES OF NEW LONG-TERM CONTRACTUAL BUSINESS EXCEED PREVIOUS HIGHS Sales of new contracts in both dedicated logistics and full service truck leasing reached their highest level ever, reflecting the successful efforts of the company's sales and marketing initiatives. RETURN ON AVERAGE COMMON EQUITY APPROACHES COMPANY'S GOAL 1994's return reached 14.5%, a substantial improvement over 1993's performance of 10.2%, and represents significant progress toward the company's goal of 17%. HIGHER CAPITAL SPENDING Increased capital spending 55% to $1.9 billion in response to higher sales of new long-term contractual business. HIGHER ASSET UTILIZATION IN COMMERCIAL AND CONSUMER TRUCK RENTAL Average asset utilization climbed as a result of better asset management and stronger economic conditions. SEVERAL STRATEGIC ACQUISITIONS COMPLETED, INCLUDING THREE IN THE UNITED KINGDOM The acquisitions included three leasing companies, a logistics management company and a provider of dedicated distribution solutions. The United Kingdom acquisitions will provide substantial revenue growth in the international area. CONTINUING INVESTMENT IN STRATEGIC INITIATIVES Invested a significant portion of the company's earnings in several strategic areas designed to enhance future profitability, including logistics and systems capabilities and reengineering of the maintenance, sales and marketing and finance and administration areas. CREDIT RATING UPGRADED Credit rating for the company's unsecured notes was raised by Moody's from Baa1 to A3, reflecting strengthening financial position. 25 28 FINANCIAL REVIEW Ryder System, Inc. and Consolidated Subsidiaries OVERVIEW The company continued to report strong growth in 1994, with both revenue and earnings from continuing operations reaching their highest levels in the company's history. These results were achieved while also making significant investments in logistics and systems capabilities, sales and marketing, and reengineering. Additionally, management believes it achieved its four primary objectives established for 1994. First, dedicated logistics growth was substantially accelerated, with resulting record sales of new logistics contracts signed and 21% higher dedicated logistics revenue in 1994 compared with 1993. Second, full service truck leasing growth also accelerated, with sales of new contracts at their highest level ever. Third, the company made significant progress toward implementing its reengineering programs which are intended to further improve customer service and reduce costs. Finally, the company began expanding its international operations. Earnings from continuing operations in 1994 increased to $154 million, or $1.95 per common share, compared with $115 million, or $1.43 per common share in 1993, and $98 million, or $1.17 per common share in 1992. Higher 1994 earnings reflected record pretax earnings from Vehicle Leasing & Services and a significant increase in pretax earnings at Automotive Carriers. Earnings comparisons were aided by a lower effective income tax rate in 1994 compared with 1993. The company's effective tax rate for continuing operations was 41.1% in 1994, 45.3% in 1993 and 40.8% in 1992. The higher 1993 rate resulted from an accumulated deferred income tax adjustment of $8 million, or $0.10 per common share, necessitated by an increase in the corporate Federal income tax rate from 34% to 35%. Revenue in 1994 totaled $4.7 billion, an increase of $469 million, or 11%, over 1993. Vehicle Leasing & Services revenue increased 13% to $4.1 billion, reflecting accelerated revenue growth in all of its major product lines. Automotive Carriers revenue increased slightly to $645 million. In 1993, the company reported an increase in revenue of $197 million, or 5%, compared with 1992, led by dedicated logistics and commercial and consumer truck rental. Operating expense increased 10% in 1994 compared with 1993, due primarily to the increase in revenue and higher spending on logistics and systems capabilities, sales and marketing, and reengineering. Higher direct operating costs at dedicated logistics also impacted 1994 operating expense. Operating expense in 1993 increased 5% compared with 1992 due primarily to increased revenue. Depreciation expense (net of gains) in 1994 increased 9% compared with 1993 due to a larger vehicle fleet as a result of strong lease sales (aided by growth in logistics contracts), and rental fleet expansion of certain vehicle types in selected markets. The size of the total vehicle fleet increased 12% in 1994 to 188,831 units. The increase in depreciation was partially offset by an increase in gains on vehicle sales of $19 million. Net depreciation expense decreased in 1993 compared with 1992 as a result of higher 1993 gains on vehicle sales. The higher gains more than offset an increase in depreciation which resulted from a larger vehicle fleet during 1993. Interest expense totaled $145 million in 1994, compared with $125 million in 1993 and $140 million in 1992. The 1994 increase was due to higher average outstanding debt levels, resulting from the growth in the vehicle fleet, combined with higher interest rates on the company's variable-rate debt in the second half of the year. The 1993 decrease resulted primarily from lower interest rates on the company's variable-rate debt. EARNINGS FROM CONTINUING OPERATIONS (in millions) [FIGURE 12] 1992 - $ 98 1993 - $115 1994 - $154 Higher 1994 earnings reflected record pretax earnings from Vehicle Leasing & Services and a significant increase in pretax earnings from Automotive Carriers. In 1993, the company adopted Statement of Financial Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions," and recorded an after tax charge of $25 million, or $0.33 per common share, to establish the resulting transition obligation. Expense for postretirement benefits for continuing operations was $6 million in 1994 and $5 million in 1993, compared with $3 million in 1992 under the previous accounting policy. 26 29 FINANCIAL RESOURCES AND LIQUIDITY CASH FLOW In 1994, a majority of the company's cash needs were funded internally through operations and sales of revenue earning equipment. The company also increased its level of borrowings in 1994 as a result of higher capital spending, including the company's continued investments in various programs designed to improve future profitability. Cash flow from continuing operating activities was $831 million in 1994, compared with $771 million in 1993 and $847 million in 1992. The increase in 1994 was a result of improved earnings and an increase in depreciation expense, partially offset by an increase in certain working capital items. The most significant working capital change impacting cash flow comparisons was an increase in receivables resulting from higher revenue. The decrease in cash flow from continuing operating activities in 1993 compared with 1992 was primarily attributable to higher proceeds from the sale of receivables in 1992. Capital expenditures were $1.8 billion in 1994, compared with $1.2 billion in 1993 and $1.1 billion in 1992. Capital expenditures in 1994 for full service truck leasing were $1.1 billion, an increase of $353 million compared with 1993, due to higher new lease sales, aided by growth in logistics contracts. Capital expenditures for commercial truck rental in 1994 increased $71 million to $255 million, as a result of demand created by new lease customers and an increase in the number of certain vehicle types within selected markets. Consumer truck rental 1994 capital expenditures of $196 million were relatively unchanged compared with 1993. Capital expenditures for the public transportation services businesses increased $18 million in 1994 to $35 million, as a result of new contracts and planned fleet replacement. Capital expenditures for Automotive Carriers in 1994 increased $13 million to $40 million, as a result of replacing older equipment with more efficient, higher technology, automobile hauling equipment. The remaining increase in capital expenditures was primarily for operating property and equipment and included expenditures to expand and upgrade maintenance facilities and for systems technology and development. During 1994, the company made expenditures of $145 million on strategic acquisitions which strengthened the company's existing full service truck leasing and logistics businesses. Acquisitions made include three providers of full service truck leasing (one in the U.S. and two in the United Kingdom), a logistics management company and a provider of dedicated distribution services in the United Kingdom. The company will continue to evaluate strategic acquisition opportunities as a means of strengthening its core contractual businesses. Cash flow from continuing operating activities (excluding sales of receivables) plus asset sales as a percentage of capital expenditures was 62% in 1994, compared with 80% in 1993 and 89% in 1992. The decrease in 1994 was due to a significant increase in capital expenditures required to support the increase in new lease sales. In 1995, management projects that capital expenditures will increase approximately 10% compared with 1994. The company plans to increase its capital expenditures for full service truck leasing (including the impact of logistics growth), commercial and consumer truck rental and the public transportation services businesses to accommodate planned vehicle replacements and an increase in fleet size. The company plans to increase capital expenditures at Automotive Carriers to continue the replacement of older equipment with more efficient, higher technology equipment. Capital expenditures within the company's international operations are also expected to increase as these operations expand. The company expects to fund its 1995 capital expenditures with internally generated funds and additional financing as necessary. TOTAL CAPITAL SPENDING (in millions) [FIGURE 13] 1992 - $1,092 1993 - $1,238 1994 - $1,915 Capital spending was higher in 1994 primarily as a result of increased purchases of full service lease equipment. Several strategic 1994 acquisitions also impacted capital spending. FINANCING Ryder is a capital intensive company and often depends on external capital. The company has a variety of financing alternatives available to fund its capital needs. These alternatives include long- and medium-term public and private 27 30 debt, as well as variable-rate financing available through bank credit facilities and commercial paper. The company also periodically enters into sale and leaseback agreements for revenue earning equipment which have historically been accounted for as operating leases. In August 1994, Moody's Investors Service upgraded its rating on the company's unsecured notes from Baa1 to A3 and reaffirmed the commercial paper rating of P2, reflecting the company's strengthening financial condition. The company's other credit ratings were A2 for commercial paper and A- for unsecured notes from Standard & Poor's Ratings Group, and D1 for commercial paper and A for unsecured notes from Duff and Phelps. Debt increased from $1.5 billion at the end of 1993 to $1.9 billion at the end of 1994. This increase was due to financing requirements associated with 1994 capital expenditures and acquisitions. During 1994, the company issued $437 million of primarily fixed-rate unsecured notes and made $119 million of scheduled unsecured note payments. The company also borrowed an amount equivalent to $99 million of primarily variable-rate pound sterling denominated obligations during 1994. U.S. commercial paper outstanding at December 31, 1994, was $44 million, compared with $84 million at the end of 1993. Proceeds from sale-leaseback transactions during 1994 were $400 million. The company did not enter into any sale-leaseback transactions during 1993. The company has no derivative financial instruments held for trading purposes or that are leveraged. During 1994, the company increased its outstanding interest rate swap agreements by a total notional principal amount of $358 million and interest rate cap agreements by a notional principal amount of $350 million, as part of the management of its interest rate exposure. See the "Financial Instruments" note to the consolidated financial statements for a further discussion of the company's interest rate management program. At the end of 1994, committed unused lines of credit totaled $614 million. At December 31, 1994, the company had $434 million of debt securities available for issuance under a shelf registration statement filed in 1992. The ratio of debt to equity at December 31, 1994 was 169%, compared with 155% at December 31, 1993. The ratio of debt to tangible equity at December 31, 1994 was 227%, compared with 202% at December 31, 1993. In January 1995, the company redeemed at par, $100 million of its 9.375% unsecured notes. The company also announced that it will redeem $200 million of 9.20% unsecured notes at par in March 1995. RESULTS OF OPERATIONS VEHICLE LEASING & SERVICES REVENUE. Revenue for Vehicle Leasing & Services increased 13% in 1994 compared with 1993 and 6% in 1993 compared with 1992. The increases reflected growth in all of the division's contractual product lines - full service truck leasing, dedicated logistics and public transportation services - as well as the truck rental businesses. Revenue from full service truck leasing increased 7% in 1994 compared with 1993 and 2% in 1993 compared with 1992. Revenue in 1994 benefited from a significant increase in new lease sales combined with the impact of acquisitions made in 1994. The average fleet size in 1994 increased 11% compared with 1993, a rate greater than the revenue growth rate, primarily as a result of lower prices on new leases compared with prices on those expiring. The increase in revenue in 1993 was due to new lease sales. Revenue from dedicated logistics increased 21% in 1994 compared with 1993. Higher revenue was attributable to a record level of new logistics contracts sold and an expansion of service provided to existing customers. The division continues to reinvest heavily in logistics capabilities, including new information technologies, and sales and marketing programs to further accelerate the growth in dedicated logistics. For the same reasons, dedicated logistics revenue increased 14% in 1993 compared with 1992. Revenue from the division's public transportation services businesses increased 6% in 1994 compared with 1993, as a result of several new student transportation contracts. The same businesses reported revenue that was 7% higher in 1993 compared with 1992, due primarily to new contracts and several small acquisitions made in late 1992. Commercial truck rental revenue increased 25% in 1994 compared with 1993, reflecting higher demand from both full service truck leasing customers awaiting new lease vehicles or satisfying short-term needs, and the commercial truck rental market in general. Increased demand in 1994 also reflected continued strength in the U.S. economy. To satisfy the higher demand, the average fleet size increased approximately 19% in 1994 compared with 1993. Revenue from commercial truck 28 31 rental increased 16% in 1993 compared with 1992, as a result of higher demand. Consumer truck rental revenue increased 19% in 1994 compared with 1993. This increase reflected higher demand for long-distance rentals, and to a lesser extent, local rentals, driven by continued strength in the nation's economy. Higher revenue per transaction for local rentals also contributed to the increase. The consumer truck rental average fleet size was 6% higher in 1994 than in 1993. Consumer truck rental revenue increased 8% in 1993 compared with 1992, driven by higher demand and an increase in market share for this product line. VEHICLE LEASING & SERVICES EARNINGS BEFORE REVENUE INCOME TAXES (in millions) (in millions) [FIGURE 14] [FIGURE 15] 1992 - $3,385 1992 - $135 1993 - $3,597 1993 - $204 1994 - $4,058 1994 - $234 EARNINGS BEFORE INCOME TAXES. Pretax earnings for Vehicle Leasing & Services were $234 million in 1994 compared with $204 million in 1993, an increase of 15%. Overall, higher pretax earnings in 1994 were the result of increased revenue in all major product lines, higher commercial and consumer truck rental margin as a percentage of revenue, and higher gains on vehicle sales. Partially offsetting these increases were continued investments in several strategic spending programs which are designed to improve the future growth and profitability of the division. The division's pretax earnings in 1993 increased $69 million, or 51%, compared with 1992. Margin (revenue less direct operating expenses, depreciation, and interest expense) from full service truck leasing increased slightly in 1994 as a result of higher revenue and acquisitions made. Margin as a percentage of revenue was lower in 1994 as a result of lower prices on new leases compared with prices on those expiring, combined with higher interest expense. Full service truck leasing margin in 1993 increased slightly compared with 1992, primarily as a result of higher revenue and lower interest expense as a percentage of revenue. Dedicated logistics reported slightly higher margin in both 1994 and 1993 as a result of the continued growth in revenue. Margin as a percentage of revenue for dedicated logistics was lower in 1994 as a result of higher operating costs including new contract start-up costs. Higher operating costs also resulted from increases in driver wages. Dedicated logistics margin as a percentage of revenue was relatively unchanged in 1993 compared with 1992. Margin from the public transportation services businesses increased in 1994 compared with 1993, primarily as a result of higher revenue; margin as a percentage of revenue was relatively unchanged. Margin from these businesses increased in 1993 compared with 1992 as a result of higher revenue and a decrease in vehicle liability and workers' compensation expense. Commercial truck rental margin and margin as a percentage of revenue increased substantially in 1994, reflecting higher revenue, increased asset utilization and lower maintenance costs as a percentage of revenue, partially offset by higher interest expense. Lower maintenance costs as a percentage of revenue reflected a reduction in the average age of the fleet. Both margin and margin as a percentage of revenue increased significantly in 1993 compared with 1992, primarily as a result of increased revenue, improved asset utilization, lower maintenance costs and lower interest expense. Consumer truck rental recorded significantly higher margin and higher margin as a percentage of revenue in 1994 as a result of revenue growth, increased asset utilization and lower maintenance costs as a percentage of revenue, partially offset by higher vehicle liability expense. The improvement in maintenance costs as a percentage of revenue was primarily due to a change in the age and mix of the fleet to newer and more maintenance efficient vehicles. Vehicle liability expense increased in 1994 over a lower than normal 1993 level. Consumer truck rental margin and margin as a percentage of revenue were higher in 1993 compared with 1992 as a result of revenue growth, better asset utilization and lower than normal vehicle liability expense. For the division as a whole, pretax profits were higher in 1994 compared with 1993 as a result of higher overall margin and an increase in gains on vehicle sales, partially offset by 29 32 increases in indirect operating expenses. Higher gains were due to an increase in both the average gain per vehicle sold and the number of vehicles sold. Higher indirect operating expenses were primarily the result of several strategic spending programs. These programs are focused on further developing logistics and other systems capabilities, improving the division's sales and marketing initiatives, and reengineering the company's maintenance, sales and marketing, and finance and administration functions. In fact, within dedicated logistics, the increase in strategic spending on logistics capabilities and sales and marketing programs in 1994 more than offset margin growth. These strategic spending programs are expected to continue to impact profitability in 1995 as the company strives to continue stimulating growth in its long-term contractual products while making its operations more customer responsive and efficient for the future. Pretax earnings for the division in 1993 were higher compared with 1992, as a result of margin increases and an increase of $21 million in gains on vehicle sales, partially offset by an increase in indirect operating expenses. Gains on vehicle sales increased due to higher gains per vehicle sold, while indirect operating expenses were affected by an increase in sales and marketing spending. AUTOMOTIVE CARRIERS REVENUE. Automotive Carriers revenue increased 2% in 1994 after a decrease of 3% in 1993. Higher 1994 revenue resulted from an increase in the number of units shipped, somewhat offset by a decline in average length of haul. The overall increase in the number of units shipped in 1994 was a result of higher vehicle production in North America. Shipments of General Motors vehicles were relatively unchanged in 1994 compared with 1993, while the number of vehicles shipped for other manufacturers was up 13%. Lower revenue in 1993 compared with 1992 reflected a decrease in average length of haul. The division's largest customer, General Motors, accounts for approximately 54% of its revenue. EARNINGS BEFORE INCOME TAXES. Pretax earnings increased $18 million in 1994 compared with 1993. Earnings comparisons were impacted by a 1993 pretax charge of $6 million for the cost of a program to streamline the division's operations. Pretax earnings in 1994 benefited from the effects of the 1993 streamlining, fleet operating efficiencies and reduced depreciation expense. Lower depreciation resulted from an increase in the age of the vehicle fleet and a reduction in the size of the fleet. Pretax earnings in 1993 were lower compared with 1992 due to a decrease in revenue, the charge for the organizational streamlining, higher labor costs, and higher cargo damage and vehicle liability expense. AUTOMOTIVE CARRIERS EARNINGS BEFORE REVENUE INCOME TAXES (in millions) (in millions) [FIGURE 16] [FIGURE 17] 1992 - $651 1992 - $48 1993 - $635 1993 - $32 1994 - $645 1994 - $50 The truckaway automobile hauling industry is currently negotiating a new industry-wide collective bargaining agreement with the International Brotherhood of Teamsters. The current agreement with the Teamsters expires on May 21, 1995. While negotiations are in the early stages, the agreement may provide for wage and benefit increases. However, management does not expect material adverse economic consequences from the outcome of the negotiations. OTHER Other, which is composed primarily of corporate administrative costs, reported net expenses of $24 million in 1994 compared with $27 million in 1993 and $18 million in 1992. The lower level of expenses in 1992 reflected a combination of higher reimbursement of corporate administrative costs from the divisions and lower overall levels of spending. FOREIGN OPERATIONS The majority of the company's foreign operations are in the United Kingdom and Canada. These operations are composed primarily of full service truck leasing, commercial and consumer truck rental, dedicated logistics and automotive carriage. The results of these operations have been included in the discussions above. In 1994, revenue and pretax earnings from foreign operations were $348 million and $16 million, respectively, compared with $311 million and $9 million in 1993 and $336 million and $7 million in 1992. The 1994 30 33 increase in revenue was due to a significant increase in full service truck lease and commercial truck rental revenue in the United Kingdom, primarily as a result of strong new lease sales and acquisitions made in 1994. Of the $7 million increase in pretax earnings in 1994, $4 million related to a change in the capital structure of the operations in the United Kingdom, which effectively reduced its interest costs. The remaining increase was due primarily to higher pretax earnings in the United Kingdom and Canada, somewhat offset by start-up costs in Germany and Mexico. Growth in profitability from foreign operations will continue to be impacted in the short-term by start-up related investments in Germany, Mexico and other targeted international markets as opportunities are identified. The company will continue to evaluate further strategic expansion in Western Europe and the Americas. Economic and political developments in Mexico will be closely monitored as the company expands in that country. At this time there are no legal restrictions regarding the repatriation of cash flows to the U.S. from the foreign countries where the company is currently operating. ENVIRONMENTAL MATTERS The operations of the company involve storing and dispensing petroleum products, primarily diesel fuel, regulated under environmental protection laws. These laws require the company to eliminate or mitigate the effect of such substances on the environment. In response to these requirements, the company has upgraded operating facilities and implemented various programs to detect and minimize contamination. Capital expenditures related to these programs totaled approximately $8 million in 1994. Environmental capital expenditures are primarily related to a mandated tank replacement program required to be completed by the end of 1998. These capital expenditures are not expected to increase materially in relation to the company's level of total capital expenditures. The company incurred $24 million of environmental expenses in 1994 and 1993, compared with $23 million in 1992. Based on the present standards imposed by governmental regulations, management expects that environmental expenses will remain at current levels or decrease slightly in the near-term. The ultimate cost of the company's environmental liabilities cannot presently be projected with certainty due to the presence of several unknown factors, primarily the level of contamination, the effectiveness of selected remediation methods, the stage of management's investigation at the individual sites and the recoverability of such costs from third parties. Based upon information presently available, management believes that the ultimate disposition of these matters, although potentially material to the results of operations in any one year, will not have a material adverse effect on the company's financial condition or liquidity. See the "Environmental Matters" note to the consolidated financial statements for a further discussion. RECENT ACCOUNTING PRONOUNCEMENTS In June 1993, the Financial Accounting Standards Board issued Statement No. 116, "Accounting for Contributions Received and Contributions Made." The statement, which is effective for fiscal years beginning after December 15, 1994, requires that promises to make contributions be recognized in the financial statements as an expense and a liability when a promise is made. Currently, contributions are recognized as an expense in the period paid. The company anticipates that adoption of the statement in the first quarter of 1995 will result in an after tax charge to earnings of approximately $8 million, or $0.10 per common share, to record the cumulative effect of the change in accounting. OUTLOOK In 1995, the company will continue to build upon accomplishments achieved and initiatives started in 1994. However, to ensure the momentum created in 1994 is sustained and shareholder value is maximized, the company will focus on three areas of emphasis in 1995. First, the company will intensify the marketing and selling of its highest value-added contractual products, dedicated logistics and full service truck leasing, to maximize its less economically sensitive sources of revenue. Second, the company will attempt to increase its market coverage and market share. Finally, the company will attempt to continue to lower its cost structure by further implementing its reengineering in the areas of sales and marketing, maintenance, and finance and administration. Strong financial results in 1994 have positioned Ryder for continued earnings growth in 1995. While continued investments in strategic initiatives may slow the growth in profitability in the near-term, these investments are being made to better position the company for long-term growth and profitability. Sustained earnings improvement in 1995 also depends to a great extent on domestic economic conditions. 31 34 SELECTED FINANCIAL AND OPERATIONAL DATA Ryder System, Inc. and Consolidated Subsidiaries --------------------------------------------------------------------------------------------------------------------------------- (Dollars in thousands) 1994 1993 1992 --------------------------------------------------------------------------------------------------------------------------------- VEHICLE LEASING & SERVICES Revenue: Full service lease and programmed maintenance $1,865,738 1,749,592 1,718,090 Commercial and consumer rental 1,140,190 935,792 835,722 Dedicated logistics 691,647 569,479 497,509 Other 608,619 558,041 514,326 Eliminations (248,459) (216,101) (180,695) --------------------------------------------------------------------------------------------------------------------------------- Total 4,057,735 3,596,803 3,384,952 Operating expense 3,112,746 2,758,681 2,598,020 Depreciation expense 628,625 557,406 536,951 Gains on sales of revenue earning equipment (72,721) (54,084) (33,525) Interest expense 151,581 128,760 145,336 Miscellaneous expense, net 3,246 1,670 2,879 --------------------------------------------------------------------------------------------------------------------------------- Earnings before income taxes $ 234,258 204,370 135,291 --------------------------------------------------------------------------------------------------------------------------------- Fleet size (owned and leased): Full service lease 89,672 78,544 74,902 Commercial and consumer rental 75,759 67,016 62,924 Buses operated or managed 12,519 12,154 11,860 Ryder Truck Rental service locations 1,101 979 971 ================================================================================================================================= AUTOMOTIVE CARRIERS Revenue $ 645,402 634,634 651,216 --------------------------------------------------------------------------------------------------------------------------------- Earnings before income taxes $ 50,078 31,955 48,220 --------------------------------------------------------------------------------------------------------------------------------- Total units transported (000) 6,277 5,934 5,871 Total miles traveled (000) 239,831 238,840 247,034 Auto transports: Owned and leased 3,790 4,131 4,237 Owner-operators 516 505 508 Locations 80 89 92 ================================================================================================================================= 32 35 REPORT OF MANAGEMENT To the Shareholders of Ryder System, Inc.: The financial information in this annual report has been prepared by the management of Ryder System. Management is responsible for the fair presentation of the financial statements of the company in accordance with generally accepted accounting principles and for the objectivity of key underlying assumptions and estimates. Ryder System maintains a dynamic system of internal controls to provide reasonable assurance that assets are safeguarded and transactions are properly authorized, recorded and reflected in the financial statements. This system is continually reviewed, evaluated and revised to reflect changes in the company and in the businesses in which we operate. One of the key elements of Ryder System's internal financial controls has been the company's success in recruiting, selecting, training and developing professional financial managers who implement and oversee the financial control system. The board of directors, acting through its audit committee, is responsible for determining that management fulfills its responsibilities in the preparation of financial statements and the financial control of operations. The audit committee is composed solely of outside directors. The committee recommends to the board of directors the appointment of the independent public accountants and meets regularly with management, internal auditors and independent accountants. Our commitment to social responsibility is a key management principle. Management is responsible for conducting our businesses in an ethical, moral manner assuring that our business practices encompass the highest, most uncompromising standards of personal and business conduct. These standards, which address conflicts of interest, compliance with laws and acceptable business practices and proper employee conduct are included in our Code of Conduct. The importance of these standards is stressed throughout the company and all of our employees are expected to comply with them. M. Anthony Burns Chairman, President and Chief Executive Officer Edwin A. Huston Senior Executive Vice President - Finance and Chief Financial Officer INDEPENDENT AUDITORS' REPORT The Board of Directors and Shareholders of Ryder System, Inc.: We have audited the accompanying consolidated balance sheets of Ryder System, Inc. and subsidiaries as of December 31, 1994 and 1993, and the related consolidated statements of earnings and cash flows for each of the years in the three-year period ended December 31, 1994. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Ryder System, Inc. and subsidiaries as of December 31, 1994 and 1993, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 1994, in conformity with generally accepted accounting principles. As discussed in the notes to the consolidated financial statements, the Company changed its method of accounting for income taxes and for postretirement benefits other than pensions in 1993. KPMG PEAT MARWICK LLP Miami, Florida February 7, 1995 33 36 CONSOLIDATED STATEMENTS OF EARNINGS Ryder System, Inc. and Consolidated Subsidiaries Years ended December 31 ------------------------------------------------------------------------------------------------------------------------ (In thousands, except per share amounts) 1994 1993 1992 ------------------------------------------------------------------------------------------------------------------------ REVENUE $4,685,603 4,217,030 4,019,675 ------------------------------------------------------------------------------------------------------------------------ Operating expense 3,686,053 3,338,477 3,164,775 Depreciation expense, net of gains 591,669 543,338 547,013 Interest expense 144,735 124,789 139,664 Miscellaneous expense, net 2,627 650 2,678 ------------------------------------------------------------------------------------------------------------------------ 4,425,084 4,007,254 3,854,130 ------------------------------------------------------------------------------------------------------------------------ Earnings from continuing operations before income taxes 260,519 209,776 165,545 Provision for income taxes 106,990 95,054 67,495 ------------------------------------------------------------------------------------------------------------------------ Earnings from continuing operations 153,529 114,722 98,050 Earnings (loss) from discontinued operations - (150,713) 25,876 ------------------------------------------------------------------------------------------------------------------------ Earnings (loss) before cumulative effect of change in accounting 153,529 (35,991) 123,926 Cumulative effect of change in accounting - (25,433) - ------------------------------------------------------------------------------------------------------------------------ NET EARNINGS (LOSS) 153,529 (61,424) 123,926 Preferred dividend requirements - 3,617 10,500 ------------------------------------------------------------------------------------------------------------------------ EARNINGS (LOSS) APPLICABLE TO COMMON SHARES $ 153,529 (65,041) 113,426 ======================================================================================================================== Earnings (loss) per common share: Continuing operations $ 1.95 1.43 1.17 Discontinued operations - (1.94) 0.34 Cumulative effect of change in accounting - (0.33) - ------------------------------------------------------------------------------------------------------------------------ EARNINGS (LOSS) PER COMMON SHARE $ 1.95 (0.84) 1.51 ======================================================================================================================== See accompanying notes to consolidated financial statements. 34 37 CONSOLIDATED STATEMENTS OF CASH FLOWS Ryder System, Inc. and Consolidated Subsidiaries Years ended December 31 ------------------------------------------------------------------------------------------------------------------------ (In thousands) 1994 1993 1992 ------------------------------------------------------------------------------------------------------------------------ CONTINUING OPERATIONS CASH FLOWS FROM OPERATING ACTIVITIES: Earnings from continuing operations $ 153,529 114,722 98,050 Depreciation expense, net of gains 591,669 543,338 547,013 Deferred income taxes 56,648 44,905 22,292 Proceeds from sales of receivables - - 115,000 Decrease (increase) in receivables (87,761) (6,616) 2,282 Decrease (increase) in inventories (2,914) 881 (4,030) Increase in accounts payable 66,087 41,738 4,580 Increase in accrued expenses 25,031 7,584 13,909 Increase in other non-current liabilities 27,733 21,255 25,380 Other, net 941 3,226 22,126 ------------------------------------------------------------------------------------------------------------------------ 830,963 771,033 846,602 ------------------------------------------------------------------------------------------------------------------------ CASH FLOWS FROM FINANCING ACTIVITIES: Debt proceeds 609,637 165,503 244,494 Debt repaid, including capital lease obligations (195,099) (295,144) (533,503) Preferred stock redeemed - (100,000) - Common stock issued 27,601 37,225 31,242 Dividends on common and preferred stock (46,926) (50,790) (55,141) ------------------------------------------------------------------------------------------------------------------------ 395,213 (243,206) (312,908) ------------------------------------------------------------------------------------------------------------------------ CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and revenue earning equipment (1,769,130) (1,237,486) (1,070,472) Sales of property and revenue earning equipment 265,259 224,921 220,334 Sale and leaseback of revenue earning equipment 400,000 - 200,000 Acquisitions, net of cash acquired (144,574) - (20,525) Other, net 41,456 43,840 40,273 ------------------------------------------------------------------------------------------------------------------------ (1,206,989) (968,725) (630,390) ------------------------------------------------------------------------------------------------------------------------ NET CASH FLOWS FROM CONTINUING OPERATIONS 19,187 (440,898) (96,696) NET CASH FLOWS FROM DISCONTINUED OPERATIONS - 446,842 87,448 ------------------------------------------------------------------------------------------------------------------------ INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 19,187 5,944 (9,248) Cash and cash equivalents at January 1 56,691 50,747 59,995 ------------------------------------------------------------------------------------------------------------------------ CASH AND CASH EQUIVALENTS AT DECEMBER 31 $ 75,878 56,691 50,747 ======================================================================================================================== See accompanying notes to consolidated financial statements. 35 38 CONSOLIDATED BALANCE SHEETS Ryder System, Inc. and Consolidated Subsidiaries December 31 ----------------------------------------------------------------------------------------------------------------------- (Dollars in thousands, except per share amounts) 1994 1993 ----------------------------------------------------------------------------------------------------------------------- ASSETS Current assets: Cash and cash equivalents $ 75,878 56,691 Receivables 316,855 197,956 Inventories 57,124 52,963 Tires in service 164,347 144,488 Deferred income taxes 51,619 60,326 Prepaid expenses and other current assets 92,999 89,020 ----------------------------------------------------------------------------------------------------------------------- Total current assets 758,822 601,444 ----------------------------------------------------------------------------------------------------------------------- Revenue earning equipment 3,135,064 2,676,047 Operating property and equipment 594,328 510,489 Direct financing leases and other assets 223,680 223,374 Intangible assets and deferred charges 302,579 247,034 ----------------------------------------------------------------------------------------------------------------------- $5,014,473 4,258,388 ======================================================================================================================= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $ 118,103 156,503 Accounts payable 422,532 297,282 Accrued expenses 552,518 514,982 ----------------------------------------------------------------------------------------------------------------------- Total current liabilities 1,093,153 968,767 ----------------------------------------------------------------------------------------------------------------------- Long-term debt 1,794,795 1,374,943 Other non-current liabilities 426,848 397,873 Deferred income taxes 570,653 526,624 Shareholders' equity: Common stock of $.50 par value per share Authorized, 400,000,000; outstanding, 1994 - 78,760,742; 1993 - 77,294,484 539,101 508,832 Retained earnings 603,226 496,623 Translation adjustment (13,303) (15,274) ----------------------------------------------------------------------------------------------------------------------- Total shareholders' equity 1,129,024 990,181 ----------------------------------------------------------------------------------------------------------------------- $5,014,473 4,258,388 ======================================================================================================================= See accompanying notes to consolidated financial statements. 36 39 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Ryder System, Inc. and Consolidated Subsidiaries December 31, 1994, 1993 and 1992 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF CONSOLIDATION. The consolidated financial statements include Ryder System, Inc. and subsidiaries. All significant intercompany transactions have been eliminated in consolidation. REVENUE RECOGNITION. Lease revenue and other transportation services revenue is recognized as earned. CASH EQUIVALENTS. All investments in highly liquid debt instruments with a maturity of three months or less at purchase are classified as cash equivalents. INVENTORIES. Inventories, which consist primarily of fuel and truck parts, are valued using the lower of cost (specific identification or average cost) or market. REVENUE EARNING EQUIPMENT, OPERATING PROPERTY AND EQUIPMENT AND DEPRECIATION. Revenue earning equipment, principally vehicles, and operating property and equipment are stated at cost. Provision for depreciation and amortization on substantially all depreciable assets is computed using the straight-line method. Annual straight-line depreciation rates are 8% to 30% for revenue earning equipment, 2.5% to 10% for buildings and improvements and 8% to 33% for machinery and equipment. Gains on operating property and equipment sales are reflected in miscellaneous expense. Gains on sales of revenue earning equipment, net of selling and equipment preparation costs, are reported as reductions of depreciation expense and totaled $74 million, $55 million and $34 million in 1994, 1993 and 1992, respectively. INTANGIBLE ASSETS. Intangible assets consist principally of goodwill totaling $270 million in 1994 and $215 million in 1993. These amounts are reported net of accumulated amortization of $65 million and $57 million, respectively. Goodwill is amortized on a straight-line basis primarily over 40 years, with goodwill acquired during 1994 amortized over a period of 10 to 20 years. Goodwill was reduced by $4 million in 1994 and $1 million in 1993 as a result of the recognition of tax benefits associated with prior year acquisitions. The company reevaluates the recoverability of intangible assets as well as the amortization periods to determine whether an adjustment to the carrying value or a revision to estimated useful lives is appropriate. The primary indicators of recoverability are the associated current and forecasted operating cash flow. ACCRUED INSURANCE AND LOSS RESERVES. The company retains a portion of the risk under vehicle liability, workers' compensation and other insurance programs. In addition, the company has indemnified the buyer of its reinsurance operations (sold in 1989) from adverse loss development in excess of loss reserves transferred to the buyer. Reserves have been recorded which reflect the undiscounted estimated liabilities including claims incurred but not reported. Amounts estimated to be paid within one year have been classified as accrued expenses with the remainder included in other non-current liabilities. OTHER COSTS. Advertising and sales promotion costs are expensed as incurred. Vehicle repairs and maintenance which do not extend the life or increase the value of the vehicle are expensed as incurred. FOREIGN CURRENCY TRANSLATION. The company's foreign operations use the local currency as their functional currency. Assets and liabilities of these operations are translated at the exchange rates in effect on the balance sheet date. Income statement items are translated at the average exchange rates for the year. For these companies, the impact of currency fluctuation is included in shareholders' equity as a translation adjustment. ACCOUNTING CHANGES. Effective January 1, 1995, the company will adopt Statement of Financial Accounting Standards No. 116, "Accounting for Contributions Received and Contributions Made." This statement requires that promises to make contributions be recognized in the financial statements as an expense and a liability when a promise is made. The company anticipates that adoption in the first quarter of 1995 will result in an after tax charge to earnings of approximately $8 million, or $0.10 per common share, to record the cumulative effect of the change in accounting. Effective January 1, 1993, the company adopted Statement of Financial Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions" and Statement No. 109, "Accounting for Income Taxes." The company also adopted Statement No. 112, "Employers' Accounting for Postemployment Benefits," effective January 1, 1993, which did not impact the company's financial position or results of operations. SALES OF RECEIVABLES The company participates in an agreement to sell, with limited recourse, up to $220 million of trade receivables on a revolving basis through September 1996. The costs associated with this program approximate the costs of issuing commercial paper and are charged to miscellaneous expense. At both December 31, 1994 and 1993, the outstanding balance of receivables sold pursuant to this agreement was $220 million. 37 40 REVENUE EARNING EQUIPMENT ---------------------------------------------------------------------------------------- (In thousands) 1994 1993 ---------------------------------------------------------------------------------------- Full service lease $ 2,631,148 2,361,684 Commercial and consumer rental 1,999,867 1,728,299 ---------------------------------------------------------------------------------------- 4,631,015 4,089,983 Accumulated depreciation (1,738,019) (1,636,778) ---------------------------------------------------------------------------------------- 2,892,996 2,453,205 ---------------------------------------------------------------------------------------- Other revenue earning equipment 699,571 694,139 Accumulated depreciation (457,503) (471,297) ---------------------------------------------------------------------------------------- 242,068 222,842 ---------------------------------------------------------------------------------------- $ 3,135,064 2,676,047 ======================================================================================== OPERATING PROPERTY AND EQUIPMENT ---------------------------------------------------------------------------------------- (In thousands) 1994 1993 ---------------------------------------------------------------------------------------- Land $ 116,212 108,209 Buildings and improvements 432,686 409,028 Machinery and equipment 394,400 323,359 Other 101,510 72,825 ---------------------------------------------------------------------------------------- 1,044,808 913,421 Accumulated depreciation (450,480) (402,932) ---------------------------------------------------------------------------------------- $ 594,328 510,489 ======================================================================================== ACCRUED EXPENSES AND OTHER NON-CURRENT LIABILITIES ---------------------------------------------------------------------------------------- (In thousands) 1994 1993 ---------------------------------------------------------------------------------------- Salaries and wages $ 119,183 104,787 Employee benefits 8,564 13,527 Interest 35,524 29,578 Operating taxes 66,995 61,898 Insurance and loss reserves 393,801 382,607 Postretirement benefits other than pensions 50,507 47,076 Vehicle rent and related accruals 149,842 143,199 Other 154,950 130,183 ---------------------------------------------------------------------------------------- 979,366 912,855 Less - non-current portion (426,848) (397,873) ---------------------------------------------------------------------------------------- Accrued expenses $ 552,518 514,982 ======================================================================================== ACQUISITIONS During 1994, the company completed a number of acquisitions, including a logistics management company, three providers of full service truck leasing (one in the U.S. and two in the U.K.) and a provider of dedicated distribution services in the U.K. All acquisitions consummated during the three-year period ended December 31, 1994 have been accounted for using the purchase method and were not material in relation to the company's total assets. The consolidated financial statements reflect the results of operations of the acquired businesses from the acquisition dates. Had the acquisitions been consummated at January 1, 1992, consolidated revenue and net earnings for the three-year period would not have been materially affected. The fair value of assets acquired and liabilities assumed in connection with these acquisitions follows: ---------------------------------------------------------------------------------------- (In thousands) 1994 1993 1992 ---------------------------------------------------------------------------------------- Working capital $ (3,675) - 435 Goodwill 66,969 - 3,072 Other net assets 82,181 - 17,173 Debt assumed - - (155) ---------------------------------------------------------------------------------------- Net assets acquired $145,475 - 20,525 ======================================================================================== LEASES OPERATING LEASES AS LESSOR. One of the company's major product lines is full service leasing of commercial trucks, tractors and trailers. The standard full service lease requires the company to furnish the customer a vehicle, together with all services, supplies and equipment necessary for its operation. These services include maintenance, parts, tires, licenses, taxes, a substitute vehicle if needed and, in most cases, fuel. The agreements provide for a fixed time charge plus a fixed per-mile charge and, in some instances, a provision for guaranteed mileage. A portion of these charges is often adjusted in accordance with changes in the Consumer Price Index. DIRECT FINANCING LEASES. The company leases additional revenue earning equipment under agreements that are accounted for as direct financing leases. The provisions of these lease agreements are essentially the same as operating leases, except these leases meet certain requirements for classification as direct financing leases under Statement of Financial Accounting Standards No. 13, "Accounting for Leases." The net investment in direct financing leases consists of: ---------------------------------------------------------------------------------------------------- (In thousands) 1994 1993 ---------------------------------------------------------------------------------------------------- Minimum lease payments receivable $254,585 259,654 Executory costs and unearned income (65,680) (70,387) Unguaranteed residuals 38,408 38,736 ---------------------------------------------------------------------------------------------------- Net investment in direct financing leases 227,313 228,003 Current portion included in receivables 42,151 43,143 ---------------------------------------------------------------------------------------------------- Non-current portion included in other assets $185,162 184,860 ==================================================================================================== OPERATING LEASES AS LESSEE. The company leases vehicles, facilities and office equipment under operating lease agreements. The majority of these agreements are vehicle leases which specify that rental payments be adjusted every six months based on changes in interest rates and provide for early termination at stipulated values. During 1994, 1993 and 1992, rent expense was $141 million, $137 million and $132 million, respectively. 38 41 CAPITAL LEASES. The company occasionally enters into lease arrangements accounted for as capitalized leases. Capital leases entered into during the three-year period ended December 31, 1994 were not material. Capital leases are amortized over the effective economic lease term. LEASE PAYMENTS. Future minimum payments for leases in effect at December 31, 1994, which include an estimate of the future fixed time and guaranteed mileage charges for operating leases as lessor, are as follows: ---------------------------------------------------------------------------------------------------- As Lessor As Lessee ----------------------- --------------------- Direct Operating Financing Operating Capital (In thousands) Leases Leases Leases Leases ---------------------------------------------------------------------------------------------------- 1995 $1,016,513 58,252 158,710 5,615 1996 834,856 49,878 172,115 5,439 1997 659,624 41,106 139,028 3,385 1998 492,625 30,064 128,945 2,874 1999 299,133 24,237 129,486 2,622 Thereafter 226,823 51,048 223,071 423 ---------------------------------------------------------------------------------------------------- $3,529,574 254,585 951,355 20,358 Portion representing interest (3,836) ---------------------------------------------------------------------------------------------------- Present value of minimum lease payments $16,522 ==================================================================================================== The amounts on the previous table are based upon the assumption that revenue earning equipment will remain on lease for the length of time specified by the respective lease agreements. This is not a projection of future fixed lease revenue; no effect has been given to renewals, new business, cancellations or future rate changes. INCOME TAXES Effective January 1, 1993, the company adopted Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes." Under this method, deferred tax assets and liabilities are determined based upon differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Additionally, deferred tax balances are adjusted in periods that include the enactment of tax rate changes. The adoption of this statement, which was made on a prospective basis, did not have a material impact on the company's financial condition or results of operations. Prior to 1993, the company followed the accounting for income taxes prescribed by Statement No. 96. The total provision for income taxes (excluding taxes related to discontinued operations and cumulative effect of change in accounting) includes the following components: ---------------------------------------------------------------------------------------------- (In thousands) 1994 1993 1992 --------------------------------------------------------------------------------------------- Current tax expense: Federal $ 44,039 45,557 31,648 State 6,232 3,563 13,841 Foreign 71 1,029 (286) ---------------------------------------------------------------------------------------------- 50,342 50,149 45,203 --------------------------------------------------------------------------------------------- Deferred tax expense: Federal 34,123 28,836 20,825 State 14,267 11,332 (3,041) Foreign 8,258 4,737 4,607 --------------------------------------------------------------------------------------------- 56,648 44,905 22,391 --------------------------------------------------------------------------------------------- Amortization of deferred investment tax credits - - (99) --------------------------------------------------------------------------------------------- Provision for income taxes $106,990 95,054 67,495 ============================================================================================= A reconciliation of the Federal statutory tax rate with the effective tax rate for continuing operations follows: ---------------------------------------------------------------------------------------------- % of Pretax Income ---------------------------------------- 1994 1993 1992 ---------------------------------------------------------------------------------------------- Statutory rate 35.0 35.0 34.0 Impact on deferred taxes for changes in tax rates 0.6 3.7 - State income taxes, net of Federal income tax benefit 4.5 4.6 4.3 Amortization and write-down of goodwill, net of benefits realized from business sold 0.8 1.0 1.0 Miscellaneous items, net 0.2 1.0 1.5 ---------------------------------------------------------------------------------------------- Effective rate 41.1 45.3 40.8 ============================================================================================== The components of the net deferred income tax asset and liability as of December 31, 1994 and 1993 were as follows: ---------------------------------------------------------------------------------------------- (In thousands) 1994 1993 ---------------------------------------------------------------------------------------------- Deferred income tax assets: Accrued insurance and loss reserves $ 148,816 145,719 Alternative minimum taxes 32,380 34,869 Accrued compensation and benefits 37,789 37,191 Accrued reserves and other items 70,510 63,027 --------------------------------------------------------------------------------------------- 289,495 280,806 Valuation allowance (7,855) (5,723) --------------------------------------------------------------------------------------------- 281,640 275,083 ---------------------------------------------------------------------------------------------- Deferred income tax liabilities: Property and equipment basis differences (734,722) (672,341) Other items (65,952) (69,040) ---------------------------------------------------------------------------------------------- (800,674) (741,381) --------------------------------------------------------------------------------------------- Net deferred income tax liability $(519,034) (466,298) ============================================================================================= 39 42 Deferred taxes have not been provided on temporary differences related to investments in foreign subsidiaries that are considered permanent in duration. These temporary differences consist primarily of undistributed foreign earnings of $62 million at December 31, 1994. A full foreign tax provision has been made on these undistributed foreign earnings. Determination of the amount of deferred taxes on these temporary differences is not practicable due to foreign tax credits and exclusions. The company had unused investment tax credits, for tax purposes, of $1 million and unused alternative minimum tax credits, for tax purposes, of $32 million at December 31, 1994, available to reduce future income tax liabilities. The investment tax credits are expected to be utilized before their expiration in 1998, and have been reflected in the financial statements as a reduction of deferred income taxes. Income taxes paid totaled $45 million in 1994. Income taxes paid of $52 million in 1993 and $44 million in 1992 include amounts related to both continuing and discontinued operations. DEBT ---------------------------------------------------------------------------------------------- (In thousands) 1994 1993 ---------------------------------------------------------------------------------------------- U.S. commercial paper $ 44,000 83,500 Canadian commercial paper 55,963 32,482 Unsecured U.S. notes: Debentures, 8.38% to 9.88%, due 1998 to 2017 839,499 840,499 Medium-term notes, 4.81% to 9.90%, due 1995 to 2021 748,400 393,300 Discount on unsecured U.S. notes (22,215) (22,776) Unsecured foreign obligations (principally pound sterling), 6.21% to 11.75%, due 1995 to 1998 195,793 105,466 Capital lease obligations and other debt 51,458 98,975 --------------------------------------------------------------------------------------------- Total debt 1,912,898 1,531,446 Less - amount classified as current (118,103) (156,503) --------------------------------------------------------------------------------------------- Long-term debt $1,794,795 1,374,943 ============================================================================================== Debt maturities (including sinking fund requirements and excluding capital lease obligations) during the five years subsequent to December 31, 1994, are as follows: ---------------------------------------------------------------------------------------------- Debt (In thousands) Maturities ---------------------------------------------------------------------------------------------- 1995 $114,057 1996 171,760 1997 169,357 1998 467,862 1999 261,899 ============================================================================================== In January 1995, the company redeemed at par $100 million of 9.375% debentures scheduled to be retired in 1998; these debentures were refinanced with medium-term notes at an average rate of 8.37% maturing in 1999 and 2000 (maturities of new debt reflected above). Additionally, in January 1995, the company announced that it will redeem in March 1995 at par $200 million of 9.20% debentures scheduled to mature in 1998. To support the company's outstanding U.S. commercial paper, the company maintains two revolving credit agreements. The primary agreement, with a total commitment of $500 million, has no expiration date. The secondary agreement, with a total commitment of $150 million, expires in December 1999. No compensating balances are required for either of these facilities, however they do require annual commitment fees ranging from .095% to .165%. There were no borrowings under either of these agreements during 1994 or 1993. The company had $606 million available under these agreements at December 31, 1994. The company has other committed lines of credit at December 31, 1994 totaling $43 million, of which $8 million was available. The weighted average interest rate for outstanding U.S. and Canadian commercial paper was 6.06% and 6.07%, respectively, at December 31, 1994. The primary revolving loan agreement contains the most restrictive covenants as to the payment of cash dividends. As of December 31, 1994, approximately $105 million of consolidated retained earnings were available for the payment of cash dividends. Interest paid totaled $139 million in 1994. Interest paid was $154 million in 1993 and $187 million in 1992 and included amounts related to both continuing and discontinued operations. 40 43 FINANCIAL INSTRUMENTS The company enters into interest rate swap and cap agreements as part of the management of its interest rate exposure; the company has no derivative financial instruments held for trading purposes and none of the instruments are leveraged. The company has assigned each interest rate swap and cap agreement to a debt or operating lease obligation. In order to manage its mix of fixed and variable rate debt instruments and to better match the repricing life of the company's debt to its portfolio of assets, the company enters into interest rate swap agreements which effectively convert the interest rate on certain debt from fixed rate to floating rate over the terms of the agreements. The company had notional principal amounts of $500 million and $200 million of such "fixed to floating" rate swap agreements outstanding at December 31, 1994 and 1993, respectively, with expiration dates ranging from 2001 to 2009. Under these agreements, the company received an average fixed rate of 6.15% and paid an average floating rate of 5.93% at December 31, 1994. In 1994, the company entered into interest rate cap agreements to limit its exposure to movements in interest rates above a specified level on certain fixed to floating rate swap agreements. Under these agreements the company is entitled to receive the amount, if any, by which London Interbank Offered Rate (LIBOR) exceeds the fixed cap rate specified in the agreement applied to a notional principal amount. At December 31, 1994, the company had interest rate cap agreements outstanding with an aggregate notional principal amount of $350 million. The premiums paid by the company for the interest rate caps are recorded in deferred charges and amortized over the lives of the cap agreements, which expire in 1996 and 1997. The recorded amount of the interest rate caps was $2 million at December 31, 1994. The company receives payments under the cap agreements when floating rates exceed the fixed cap rates, which average 5.46% at December 31, 1994. To mitigate exposure to variable interest rates, the company enters into agreements to effectively convert the interest rate exposure on certain debt and operating lease agreements in which the company is a lessee, from floating rate to fixed rate over the terms of the agreements. These "floating to fixed" rate swap agreements had notional amounts totaling $173 million and $115 million outstanding at December 31, 1994 and 1993, respectively, with expiration dates ranging from 1996 to 1998. Under these agreements, the company received an average floating rate of 6.36% and paid an average fixed rate of 7.02% at December 31, 1994. Under the interest rate swap agreements the company agrees to exchange in cash, at specified intervals, the difference between fixed and floating interest rate amounts based on agreed upon notional principal amounts. Floating interest rates paid or received by the company are based on the LIBOR and reprice periodically, typically in three to six month intervals. Amounts to be paid or received under the swap and cap agreements are recognized over the terms of the agreements as adjustments to interest expense or rent expense. Amounts receivable or payable under the agreements are included in receivables or accrued expenses in the consolidated balance sheets and were not material at December 31, 1994 and 1993. Although the company is exposed to credit loss for the interest rate differential in the event of nonperformance by the counterparties to the agreements described above, it does not currently anticipate nonperformance. The company mitigates counterparty risk by entering into transactions with financial institutions in the high investment grade category of ratings by Standard & Poor's Ratings Group and/or Moody's Investors Service. The estimated fair values of the company's debt, interest rate swap and cap agreements were determined from dealer quotations and represent the discounted future cash flows through maturity or expiration using current rates, and are effectively the amounts the company would pay or receive to terminate the agreements or retire the debt. The fair values of the interest rate swap and cap agreements discussed below are before consideration of the offsetting gains or losses associated with the exposures the instruments are intended to hedge. At December 31, 1994, the company had unrecognized gains of $13 million and $5 million on the interest rate caps and floating to fixed rate swap agreements, respectively, and an unrecognized loss of $61 million on the fixed to floating rate swap agreements. At December 31, 1993, the company had an unrecognized gain of $7 million on its fixed to floating rate swap agreements and an unrecognized loss of $3 million on its floating to fixed rate swap agreements. Changes in the fair values of these instruments are offset by changes in the fair values of the underlying assigned obligations. The estimated fair value of the company's debt (excluding capital lease obligations) was $1.91 billion and $1.65 billion at December 31, 1994 and 1993, respectively. This compares with net book values of $1.90 billion and $1.50 billion at December 31, 1994 and 1993, respectively. 41 44 SHAREHOLDERS' EQUITY -------------------------------------------------------------------------------------------------------------------------------- Preferred Common Retained Translation (In thousands, except share and per share amounts) Stock Stock Earnings Adjustment Total -------------------------------------------------------------------------------------------------------------------------------- At December 31, 1991 $ 98,025 430,033 856,027 3,569 1,387,654 Net earnings - - 123,926 - 123,926 Dividends declared: Common stock - $.60 per share - - (44,641) - (44,641) Fixed Rate Auction Preferred Stock (FRAPS) - $10.50 per share - - (10,500) - (10,500) Common stock issued under employee plans (1,720,115 shares) - 31,242 - - 31,242 Foreign currency translation adjustment - - - (14,587) (14,587) Other - 2,040 - - 2,040 -------------------------------------------------------------------------------------------------------------------------------- At December 31, 1992 98,025 463,315 924,812 (11,018) 1,475,134 Net loss - - (61,424) - (61,424) Dividends declared: Common stock - $.60 per share - - (45,832) - (45,832) FRAPS - $4.96 per share - - (4,958) - (4,958) Aviall, Inc. stock - - (314,000) - (314,000) Redemption of FRAPS (98,025) - (1,975) - (100,000) Common stock issued under employee plans (1,883,062 shares) - 37,225 - - 37,225 Foreign currency translation adjustment - - - (4,256) (4,256) Other - 8,292 - - 8,292 -------------------------------------------------------------------------------------------------------------------------------- At December 31, 1993 - 508,832 496,623 (15,274) 990,181 Net earnings - - 153,529 - 153,529 Common stock dividends declared - $.60 per share - - (46,926) - (46,926) Common stock issued under employee plans (1,466,258 shares) - 27,601 - - 27,601 Foreign currency translation adjustment - - - 1,971 1,971 Other - 2,668 - - 2,668 -------------------------------------------------------------------------------------------------------------------------------- AT DECEMBER 31, 1994 $ - 539,101 603,226 (13,303) 1,129,024 ================================================================================================================================ At December 31, 1994, the company had 78,760,742 Preferred Stock Purchase Rights (Rights) outstanding. The Rights were issued in March 1986 as a dividend to common shares outstanding and expire in 1996. The Rights contain provisions to protect shareholders in the event of an unsolicited attempt to acquire the company which is not believed by the board of directors to be in the best interest of shareholders. The Rights are evidenced by common stock certificates, are subject to antidilution provisions, and are not exercisable or transferable apart from the common stock until ten days after a person, or a group of affiliated or associated persons, acquires beneficial ownership of 10% or more, or makes a tender offer for 30% or more, of the company's common stock. The Rights entitle the holder, except such an acquiring person, to purchase at the current exercise price of $100 that number of the company's common shares which at the time would have a market value of $200. In the event the company is acquired in a merger or other business combination (including one in which the company is the surviving corporation), each Right entitles its holder to purchase at the current exercise price of $100 that number of common shares of the surviving corporation which would then have a market value of $200. In lieu of common shares, Rights holders can purchase 1/150 of a share of Series C Preferred Stock for each Right. The Series C Preferred Stock would be entitled to quarterly dividends equal to the greater of $10 per share or 150 times the common stock dividend per share, and have 150 votes per share, voting together with the common stock. The Rights have no voting rights and are redeemable, at the option of the company, at a price of $.033 per Right prior to the acquisition by a person or a group of affiliated or associated persons of beneficial ownership of 10% or more of the company's common stock. In 1993, the company redeemed all of its outstanding Fixed Rate Auction Preferred Stock (Series A and B) for $100 million. EMPLOYEE STOCK OPTION AND DIRECTORS' STOCK PLANS OPTION PLANS. The Profit Incentive Stock Plan provides for the granting of stock options to certain non-officer employees to purchase common shares at prices not less than 85% of the fair market value at the date of grant; all options granted in 1994, 1993 and 1992 were at fair market value. These options are for terms not exceeding 10 years and are exercisable cumulatively 25% or 50% each year, based on the terms of the grant. The 1980 Stock Incentive Plan provides for the granting of stock options to key employees at a price equal to the fair market value of shares at the date of grant. These options are for terms not exceeding 10 years, are generally exercisable cumulatively 42 45 20% or 50% each year, based on the terms of the grant, and may be granted in tandem with stock appreciation rights, limited stock appreciation rights and performance units. The plan also provides for restricted stock rights to these employees at no cost to them; none were granted in 1994, 1993 or 1992. The following table summarizes the status of the company's stock option plans: ---------------------------------------------------------------- (Shares in thousands) 1994 1993 1992 ---------------------------------------------------------------- Outstanding, January 1 6,110 6,342 6,557 Average per share $22.45 23.09 22.37 Granted 1,380 772 840 Average per share $24.80 26.43 23.93 Exercised 405 1,305 757 Average per share $20.42 20.32 17.18 Expired or canceled 505 127 298 Average per share $24.87 24.98 24.57 Adjustment for dividend of Aviall stock - 428 - Outstanding, December 31 6,580 6,110 6,342 Average per share $22.88 22.45 23.09 Exercisable, December 31 4,839 4,901 4,957 Available for future grant 983 1,858 903 ================================================================ During December 1993, the number and exercise price of all options outstanding at the time of the spin off of Aviall were adjusted using a conversion ratio such that: (1) the aggregate difference between the exercise price and the market value of the shares which are subject to the options is unchanged from the same calculation immediately prior to the spin off and (2) the ratio of the exercise price per option to the market value per share is also unchanged. DIRECTORS' STOCK PLAN. Under the company's Directors' Stock Plan, any eligible director may elect to receive restricted common shares equal to the nearest number of whole shares that can be purchased for $15 thousand based on the fair market value at the date of the grant, in lieu of $10 thousand cash compensation. The shares fully vest six months after the date of grant, provided that the director continues to serve in that capacity at that date. The shares may not be sold or transferred until six months after the date when service as a director ceases. During 1994, 6,232 shares, with a fair market value of $165 thousand at the date of grant, were issued under this plan. No shares were issued pursuant to this plan prior to 1994. PENSION PLANS The company and its subsidiaries sponsor several defined benefit pension plans, covering substantially all employees not covered by union-administered plans, including certain employees in foreign countries. These plans generally provide participants with benefits based on years of service and career-average compensation levels. Funding policy for these plans is to make contributions based on normal costs plus amortization of unfunded past service liability, but not greater than the maximum allowable contribution deductible for Federal income tax purposes. The majority of the plans' assets are invested in a master trust which, in turn, is primarily invested in listed stocks and bonds. The company also contributed to various defined benefit, union-administered, multi- employer plans for employees under collective bargaining agreements. Total pension expense for 1994, 1993 and 1992 was as follows: ---------------------------------------------------------------- (In thousands) 1994 1993 1992 ---------------------------------------------------------------- Company-administered plans: Present value of benefits earned during the year $ 23,378 21,780 20,320 Interest cost on projected benefit obligation 32,290 28,263 25,269 Return on plan assets: Actual (1,725) (43,551) (26,387) Deferred (34,345) 11,366 (2,271) Other, net 165 (2,066) (2,113) ---------------------------------------------------------------- 19,763 15,792 14,818 Union-administered plans 21,282 19,239 19,448 ---------------------------------------------------------------- Net pension expense $ 41,045 35,031 34,266 ================================================================ Included in the above amounts is the pension expense allocated to discontinued operations totaling $2 million in 1993 and 1992. The following table sets forth the plans' funded status and the company's prepaid expense at December 31, 1994 and 1993: ----------------------------------------------------------------------------- (In thousands) 1994 1993 ----------------------------------------------------------------------------- Plan assets at fair value $ 442,562 423,636 ----------------------------------------------------------------------------- Actuarial present value of service rendered to date: Accumulated benefit obligation, including vested benefits of $323,455 in 1994 and $376,951 in 1993 (350,269) (402,560) Additional benefit based on estimated future salary levels (53,681) (56,431) ----------------------------------------------------------------------------- Projected benefit obligation (403,950) (458,991) ----------------------------------------------------------------------------- Projected benefit obligation (in excess of) less than plan assets 38,612 (35,355) Unrecognized transition amount (22,647) (26,276) Other, primarily unrecognized prior service cost and net (gains) losses (1,389) 66,865 ----------------------------------------------------------------------------- Prepaid pension expense $ 14,576 5,234 ============================================================================= 43 46 The following table sets forth the actuarial assumptions used for the company's dominant plan: ----------------------------------------------------------- 1994 1993 ----------------------------------------------------------- Discount rate for determining projected benefit obligation 8.50% 7.00% Rate of increase in compensation levels 5.00% 5.00% Expected long-term rate of return on plan assets 8.50% 8.50% Transition amortization in years 15 15 Gain and loss amortization in years 9 9 =========================================================== The cumulative effect of the change in the discount rate as of December 31, 1994 is included above in unrecognized net gains (losses). In connection with the spin off of Aviall, the company was required to retain the accumulated benefit obligation and associated assets related to participants in the company's primary pension plan who were either present or former employees of Aviall for services rendered through the date of the spin off. The company treated all present or former employees of Aviall as terminated participants of this plan as of the date of the spin off. EMPLOYEE SAVINGS AND STOCK PURCHASE PLANS SAVINGS PLANS. The company has defined contribution savings plans that cover substantially all eligible employees. Company contributions to the plans are based on employee contributions and the level of company match. Company contributions to the plans totaled approximately $7 million in 1994 and 1993 and $4 million in 1992. PURCHASE PLANS. The Employee Stock Purchase Plan provides for periodic offerings to substantially all U.S. and Canadian employees, with the exception of executives who participate in the 1980 Stock Incentive Plan, to subscribe shares of the company's common stock at 85% of the fair market value on either the date of offering or the last day of the purchase period, whichever is less. The U.K. Stock Purchase Scheme provides for periodic offerings to substantially all U.K. employees to subscribe shares of the company's common stock at 85% of the fair market value on the date of the offering. The following table summarizes the status of the company's stock purchase plans: ---------------------------------------------------------------------- (Shares in thousands) 1994 1993 1992 ---------------------------------------------------------------------- Outstanding, January 1 1,187 1,784 1,350 Average per share $18.08 19.79 19.06 Granted 1,827 - 1,745 Average per share $22.92 - 19.92 Exercised 1,054 641 1,019 Average per share $18.16 19.92 19.23 Expired or canceled 141 53 292 Average per share $18.45 19.92 19.24 Adjustment for dividend of Aviall stock - 97 - Outstanding, December 31 1,819 1,187 1,784 Average per share $22.87 18.08 19.79 Exercisable, December 31 - 1,142 - Available for future grant 1,574 3,260 3,207 ====================================================================== Shares outstanding at the time of the spin off of Aviall were adjusted using a method similar to the one used for the company's stock option plans. POSTRETIREMENT BENEFITS OTHER THAN PENSIONS The company and its subsidiaries sponsor plans which provide retired employees with certain health care and life insurance benefits. Substantially all employees not covered by union-administered health and welfare plans are eligible for these benefits. Health care benefits for the company's principal plans are generally provided to qualified retirees under age 65 and eligible dependents. Generally, these plans require employee contributions which vary based on years of service and include provisions which cap company contributions. Effective January 1, 1993, the company adopted Statement of Financial Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions." The statement requires that the expected costs of health care and life insurance provided to retired employees be recognized as expense during the years employees render service. As a result of adopting this statement, a pretax charge of $41 million ($25 million after tax, or $0.33 per common share) was recorded as the cumulative effect of a change in accounting principle to establish a liability for the present value of expected future benefits attributed to employees' service rendered prior to January 1, 1993. Under the company's previous accounting policy the cost of these benefits was recognized as expense as claims were incurred. Costs under this method were $3 million in 1992. 44 47 Total periodic postretirement benefit expense for 1994 and 1993 was as follows: -------------------------------------------------------------------- (In thousands) 1994 1993 -------------------------------------------------------------------- Current year service cost $1,792 1,360 Interest accrued on postretirement benefit obligation 3,693 3,682 Other, net 317 - -------------------------------------------------------------------- Periodic postretirement benefit cost $5,802 5,042 ==================================================================== The company's postretirement benefit plans are not funded. The company's obligation under the plans as of December 31, 1994 and 1993 is as follows: -------------------------------------------------------------------- (In thousands) 1994 1993 -------------------------------------------------------------------- Accumulated postretirement benefit obligation: Retirees $26,586 27,487 Fully eligible active plan participants 6,631 4,401 Other active plan participants 16,031 20,697 -------------------------------------------------------------------- 49,248 52,585 Unrecognized net gain (loss) 1,259 (5,509) -------------------------------------------------------------------- Accrued unfunded postretirement benefit obligation $50,507 47,076 ==================================================================== The following table sets forth the actuarial assumptions used for the company's dominant plan: -------------------------------------------------------------------- 1994 1993 -------------------------------------------------------------------- Discount rate for determining accumulated postretirement benefit obligation 8.50% 7.00% Present health care cost trend rate 12.50% 13.00% Ultimate trend rate in 2003 and later 6.00% 6.00% ==================================================================== The cumulative effect of the change in the discount rate as of December 31, 1994 is included above in unrecognized net gain (loss). Increasing the assumed health care cost trend rates by 1% in each year would increase the accumulated postretirement benefit obligation as of December 31, 1994 by $2 million and would not have a material effect on periodic postretirement benefit cost for 1994. ENVIRONMENTAL MATTERS The company's operations involve storing and dispensing petroleum products, primarily diesel fuel. In 1988, the Environmental Protection Agency issued regulations that established requirements for testing and replacing underground storage tanks. The company is involved in various stages of investigation, cleanup and tank replacement to comply with the regulations. In addition, the company received notices from the Environmental Protection Agency and others that it has been identified as a potentially responsible party (PRP) under the Comprehensive Environmental Response, Compensation and Liability Act, the Superfund Amendments and Reauthorization Act and similar state statutes and may be required to share in the cost of cleanup of 25 identified disposal sites. The company records a liability for environmental assessments and/or cleanup when it is probable a loss has been incurred. Generally, the timing of these accruals coincides with the identification of an environmental problem through the company's internal procedures or upon notification from regulatory agencies. The company's probable environmental loss is based on information obtained from independent environmental engineers and/or from company experts regarding the nature and extent of environmental contamination, remedial alternatives available and the cleanup criteria required by relevant governmental agencies. The estimated costs include anticipated site testing, consulting, remediation, disposal, post-remediation monitoring and legal fees, as appropriate, based on information available at that time. These amounts represent the estimated undiscounted costs to fully resolve the environmental matters in accordance with prevailing Federal, state and local requirements based on information presently available. The liability does not reflect possible recoveries from insurance companies or reimbursement of remediation costs by state agencies, but does include a reasonable estimate of cost sharing with other PRPs at Superfund sites. At December 31, 1994 and 1993, the company had accrued $57 million and $45 million, respectively, for environmental liabilities. The company incurred $24 million of environmental expenses in both 1994 and 1993 and $23 million in 1992. The ultimate costs of the company's environmental liabilities cannot be projected with certainty due to the presence of several unknown factors, primarily the level of contamination, the effectiveness of selected remediation methods, the stage of investigation at the individual sites, the determination of the company's liability in proportion to other responsible parties and the recoverability of such costs from third parties. Based on information presently available, management believes that the ultimate disposition of these matters, although potentially material to the results of operations in any one year, will not have a material adverse effect on the company's financial condition or liquidity. DISCONTINUED OPERATIONS On December 7, 1993, the company completed the spin off of its aviation services subsidiaries as a new public company ("Aviall, Inc." or "Aviall"). Under the terms of the spin off, the company distributed to common stockholders one share of Aviall, Inc. common stock for each four Ryder System, Inc. common shares owned. The distribution had the effect of reducing the company's retained earnings by $314 million. In the accompanying consolidated statements of earnings, Aviall's results of operations have been combined with those of the company's previously discontinued aircraft leasing 45 48 business, which was disposed of in 1992, and reported as discontinued operations. The results of discontinued operations are summarized below: ---------------------------------------------------------------------------- Period Ended Year Ended December 7, December 31, (In thousands) 1993 1992 ---------------------------------------------------------------------------- Net sales $1,086,600 1,171,847 ============================================================================ Earnings (loss) from operations before income taxes and disposition gain $ (191,874) 33,099 Income tax benefit (provision) 41,161 (13,223) ---------------------------------------------------------------------------- Earnings (loss) from operations before disposition gain (150,713) 19,876 ---------------------------------------------------------------------------- Estimated gain on disposition - 9,272 Income tax provision - (3,272) ---------------------------------------------------------------------------- Net gain on disposition - 6,000 ---------------------------------------------------------------------------- Earnings (loss) from discontinued operations $ (150,713) 25,876 ============================================================================ The loss from discontinued operations in 1993 includes an after tax charge of $169 million ($2.18 per common share) related to the restructuring of Aviall and transaction costs associated with the spin off. Earnings from discontinued operations for 1992 include an after tax gain of $6 million ($0.08 per common share) on the final disposition of the discontinued aircraft leasing business. Interest expense was allocated to the discontinued businesses based upon an assumed debt to equity ratio consistent with other similar businesses and with the company's historical interest allocation method for segment reporting. Interest expense of $24 million and $33 million was included in the operating results of discontinued operations for 1993 and 1992, respectively. The company will continue to guarantee, for a limited period, approximately $19 million of Aviall's indebtedness to the European Investment Bank in exchange for a customary guarantee fee. OTHER MATTERS The company is a party to various claims, legal actions and complaints arising in the ordinary course of business. While any proceeding or litigation has an element of uncertainty, management believes that the disposition of these matters will not have a material impact on the financial condition, liquidity or results of operations of the company. SEGMENT INFORMATION The company's operating segments are Vehicle Leasing & Services and Automotive Carriers. Vehicle Leasing & Services offers a variety of truck-related services including full service truck leasing, commercial and consumer truck rental, programmed maintenance service and dedicated logistics. It also operates student transit services and manages and operates public transit services. Automotive Carriers is the largest highway transporter of new cars and trucks in the United States and a major transporter in Canada. Revenue by segment includes intersegment transactions which are based on substantially the same terms as transactions with unaffiliated customers. These amounts are eliminated in consolidation. Revenue of $452 million, $453 million and $468 million, primarily from Automotive Carriers, was derived from General Motors Corporation in 1994, 1993 and 1992, respectively. ------------------------------------------------------------------------------- (In thousands) 1994 1993 1992 ------------------------------------------------------------------------------- REVENUE: Vehicle Leasing & Services $4,057,735 3,596,803 3,384,952 Automotive Carriers 645,402 634,634 651,216 Intersegment (17,534) (14,407) (16,493) ------------------------------------------------------------------------------- $4,685,603 4,217,030 4,019,675 ------------------------------------------------------------------------------- Foreign portion of revenue $ 347,671 311,265 336,499 =============================================================================== OPERATING PROFIT: Vehicle Leasing & Services $ 389,085 335,793 283,505 Automotive Carriers 49,850 31,832 47,876 Other 166 (49) 118 ------------------------------------------------------------------------------- Operating profit 439,101 367,576 331,499 Miscellaneous expense, net (2,627) (650) (2,678) Interest expense (144,735) (124,789) (139,664) Unallocated corporate overhead expense (31,220) (32,361) (23,612) ------------------------------------------------------------------------------- Earnings from continuing operations before income taxes $ 260,519 209,776 165,545 ------------------------------------------------------------------------------- Foreign portion of operating profit $ 30,030 26,176 25,692 ------------------------------------------------------------------------------- Foreign portion of earnings from continuing operations before income taxes $ 16,017 9,140 6,711 =============================================================================== DEPRECIATION: Vehicle Leasing & Services $ 628,625 557,406 536,951 Automotive Carriers 35,689 39,418 43,155 Other 900 1,074 1,144 ------------------------------------------------------------------------------- 665,214 597,898 581,250 Gains on vehicle sales (73,545) (54,560) (34,237) ------------------------------------------------------------------------------- $ 591,669 543,338 547,013 =============================================================================== IDENTIFIABLE ASSETS: Vehicle Leasing & Services $4,644,294 3,908,931 3,446,998 Automotive Carriers 285,950 277,310 303,917 Other 121,911 107,327 61,283 Eliminations (37,682) (35,180) (43,789) ------------------------------------------------------------------------------- 5,014,473 4,258,388 3,768,409 Net assets of discontinued operations - - 910,124 ------------------------------------------------------------------------------- Total assets $5,014,473 4,258,388 4,678,533 ------------------------------------------------------------------------------- Foreign portion of identifiable assets $ 562,664 414,173 394,571 =============================================================================== CAPITAL EXPENDITURES, INCLUDING CAPITAL LEASES: Vehicle Leasing & Services $1,722,329 1,205,620 1,030,012 Automotive Carriers 43,789 31,045 40,528 Other 4,044 856 494 ------------------------------------------------------------------------------- $1,770,162 1,237,521 1,071,034 =============================================================================== 46 49 SUPPLEMENTAL FINANCIAL DATA Ryder System, Inc. and Consolidated Subsidiaries QUARTERLY DATA ---------------------------------------------------------------------------------------------------------------------------- Quarters ------------------------------------------------------------- (In thousands, except per share amounts) First Second Third Fourth ---------------------------------------------------------------------------------------------------------------------------- Revenue: 1994 $1,071,837 1,176,339 1,194,675 1,242,752 1993 $ 999,657 1,080,233 1,043,495 1,093,645 ---------------------------------------------------------------------------------------------------------------------------- Earnings from continuing operations: 1994 $ 23,738 49,842 41,957 37,992 1993 $ 19,946 40,744 23,488 30,544 ---------------------------------------------------------------------------------------------------------------------------- Net earnings (loss): 1994 $ 23,738 49,842 41,957 37,992 1993 $ (1,197) (122,204) 27,783 34,194 ---------------------------------------------------------------------------------------------------------------------------- Earnings per common share from continuing operations: 1994 $ 0.30 0.64 0.53 0.48 1993 $ 0.23 0.51 0.30 0.39 ---------------------------------------------------------------------------------------------------------------------------- Net earnings (loss) per common share: 1994 $ 0.30 0.64 0.53 0.48 1993 $ (0.05) (1.60) 0.36 0.44 ============================================================================================================================ Quarterly and year-to-date computations of per share amounts are made independently; therefore, the sum of per share amounts for the quarters may not equal per share amounts for the year. Net loss in the first quarter of 1993 includes the cumulative effect of a change in accounting resulting in an after tax charge of $25 million ($0.33 per common share). See "Postretirement Benefits Other Than Pensions" note for additional discussion. Net loss for the second quarter of 1993 includes an after tax charge of $169 million ($2.18 per common share) related to the discontinued aviation services subsidiaries. See "Discontinued Operations" note for additional discussion. COMMON STOCK DATA At December 31, 1994 and 1993, the company had 78,760,742 and 77,294,484 shares, respectively, of common stock outstanding. As of January 31, 1995, there were 19,516 common stockholders. The payment of cash dividends is subject to the restrictions described on page 40. The company's common shares are traded on the New York Stock Exchange, the Chicago Stock Exchange and the Pacific Stock Exchange and its ticker symbol is "R." Quarterly market price ranges of the common shares and quarterly cash dividends on common shares during 1994 and 1993 were as follows: ----------------------------------------------------------------------------------------------------- Market Price ------------------------------------------------ Common Share 1994 1993 Cash Dividends -------------------- ------------------- --------------- High Low High Low 1994 1993 ----------------------------------------------------------------------------------------------------- First quarter $27 7/8 24 1/8 32 1/4 27 1/4 .15 .15 Second quarter 25 7/8 21 3/8 31 7/8 26 1/2 .15 .15 Third quarter 28 24 1/2 33 1/2 27 7/8 .15 .15 Fourth quarter (a) 26 7/8 19 7/8 26 5/8 24 3/4 .15 .15 ===================================================================================================== (a) On December 7, 1993, the company completed the spin off of its aviation services subsidiaries by distributing to common stockholders one share of Aviall, Inc. common stock valued at $16.25 for each four Ryder System, Inc. common shares owned. The high and low presented for the first, second and third quarter of 1993 represent the values of the company's common stock before the spin off. The high and low for the fourth quarter of 1993 represent the values of the company's common stock after the spin off. The high and low for the fourth quarter prior to the spin off were 31 3/4 and 26 1/4, respectively. 47 50 SUPPLEMENTAL FINANCIAL DATA ELEVEN YEAR SUMMARY ---------------------------------------------------------------------------------------------------------- (Dollars in thousands, except per share amounts) 1994 1993 1992 1991 ---------------------------------------------------------------------------------------------------------- Revenue $4,685,603 4,217,030 4,019,675 3,851,334 Earnings from continuing operations (a): Before income taxes $ 260,519 209,776 165,545 60,479 After income taxes $ 153,529 114,722 98,050 30,923 Per common share $ 1.95 1.43 1.17 0.28 Net earnings (loss) (b) $ 153,529 (61,424) 123,926 14,017 Per common share (b) $ 1.95 (0.84) 1.51 0.05 ---------------------------------------------------------------------------------------------------------- Cash dividends per common share $ 0.60 0.60 0.60 0.60 Average number of common and common equivalent shares (in thousands) 78,768 77,535 75,046 73,837 Average common equity $1,057,931 1,266,715 1,327,624 1,317,888 Return on average common equity (%) (c) 14.5 10.2 8.1 4.2 Book value per common share $ 14.33 12.81 18.26 17.50 Market price - high (d) $ 28 26 5/8 28 7/8 21 5/8 Market price - low (d) $ 19 7/8 24 3/4 19 5/8 14 ---------------------------------------------------------------------------------------------------------- Total debt $1,912,898 1,531,446 1,668,947 1,988,509 Long-term debt $1,794,795 1,374,943 1,499,765 1,742,911 Debt to equity (%) 169 155 113 143 Debt to tangible equity (%) 227 202 135 176 ---------------------------------------------------------------------------------------------------------- Year-end assets $5,014,473 4,258,388 4,678,533 4,843,991 Return on average assets (%) (e) 3.3 2.7 2.3 0.5 Average asset turnover (%) (e) 99.6 103.2 104.0 95.2 ---------------------------------------------------------------------------------------------------------- Cash flow from continuing operating activities and asset sales $1,096,222 995,954 1,066,936 855,373 Capital expenditures, including capital leases $1,770,162 1,237,521 1,071,034 598,044 ---------------------------------------------------------------------------------------------------------- Number of vehicles (e) 188,831 168,278 160,188 155,159 Number of employees (e) 43,095 37,949 37,336 35,566 ========================================================================================================== (a) Earnings from continuing operations for 1989 include a pretax charge of $83 million ($52 million after tax or $0.67 per common share) related to several unusual items, primarily anticipated losses on accelerated vehicle dispositions, changes to prior years' workers' compensation loss reserves and staff and facility reductions. Earnings from continuing operations for 1988 include a pretax charge of $66 million ($50 million after tax or $0.63 per common share) related to a provision for business restructurings and revaluation of goodwill. (b) Net loss for 1993 includes the cumulative effect of a change in accounting resulting in an after tax charge of $25 million ($0.33 per common share), and an after tax charge of $169 million ($2.18 per common share) related to the discontinued aviation services subsidiaries. Net earnings for 1992 include an after tax gain of $6 million ($0.08 per common share), related to the final disposition of the discontinued aircraft leasing business. Net earnings for 1991 and 1990 include after tax charges of $52 million ($0.70 per common share) and $36 million ($0.48 per common share), respectively, for the discontinuance of the same business. Net earnings for 1989 and 1988 include, in addition to the items discussed in (a) above, after tax extraordinary losses of $6 million ($0.08 per common share) and $19 million ($0.23 per common share), respectively, related to the early retirement of debt. Also included in 1988 is a one-time favorable adjustment of $81 million ($1.02 per common share) for the cumulative effect of a change in accounting for income taxes. Net earnings (loss) for all years include the results of discontinued operations. 48 51 Ryder System, Inc. and Consolidated Subsidiaries ------------------------------------------------------------------------------------------------------------------------------------ (Dollars in thousands, except per share amounts) 1990 1989 1988 1987 1986 1985 1984 ------------------------------------------------------------------------------------------------------------------------------------ Revenue 3,950,024 3,889,063 3,842,724 3,621,526 3,105,632 2,723,705 2,445,038 Earnings from continuing operations (a): Before income taxes 98,690 54,090 167,131 237,560 232,855 188,686 191,125 After income taxes 58,632 31,975 100,249 149,615 139,317 118,496 115,736 Per common share 0.64 0.31 1.18 1.82 1.80 1.64 1.62 Net earnings (loss) (b) 42,680 45,986 197,173 187,113 160,933 125,316 135,908 Per common share (b) 0.43 0.50 2.40 2.29 2.09 1.73 1.91 ------------------------------------------------------------------------------------------------------------------------------------ Cash dividends per common share 0.60 0.60 0.56 0.52 0.44 0.40 0.36 Average number of common and common equivalent shares (in thousands) 74,769 77,275 79,641 79,621 74,898 72,410 71,226 Average common equity 1,365,269 1,419,226 1,406,470 1,227,372 957,084 814,897 702,972 Return on average common equity (%) (c) 5.0 3.1 9.1 14.8 16.3 15.4 16.8 Book value per common share 18.06 18.24 18.71 16.75 14.72 12.20 10.84 Market price - high (d) 23 3/8 31 1/8 32 1/2 43 35 1/2 24 5/8 19 5/8 Market price - low (d) 12 1/4 19 3/4 22 5/8 20 21 1/2 14 5/8 12 3/4 ------------------------------------------------------------------------------------------------------------------------------------ Total debt 2,402,741 2,674,884 2,576,568 2,614,018 2,037,824 1,553,100 1,055,471 Long-term debt 1,883,869 2,151,411 2,281,604 2,476,715 1,866,980 1,459,235 1,012,054 Debt to equity (%) 168 180 162 185 164 160 138 Debt to tangible equity (%) 213 226 202 232 214 231 151 ------------------------------------------------------------------------------------------------------------------------------------ Year-end assets 5,263,498 5,690,450 5,639,674 5,450,809 4,526,087 3,643,599 2,718,591 Return on average assets (%) (e) 1.1 0.5 2.0 3.5 3.6 3.8 4.8 Average asset turnover (%) (e) 88.7 83.0 83.5 87.2 83.4 87.2 100.6 ------------------------------------------------------------------------------------------------------------------------------------ Cash flow from continuing operating activities and asset sales 1,093,739 1,017,418 1,004,776 1,006,819 891,601 697,987 658,935 Capital expenditures, including capital leases 787,740 1,032,056 1,120,751 1,157,993 758,450 768,509 865,463 ------------------------------------------------------------------------------------------------------------------------------------ Number of vehicles (e) 160,983 163,082 162,633 153,848 134,987 109,644 100,654 Number of employees (e) 35,591 37,628 40,625 36,811 30,865 24,624 21,688 ==================================================================================================================================== (c) Excludes the cumulative effect of changes in accounting and special charges and gains related to discontinued operations. (d) On December 7, 1993, the company completed the spin off of its aviation services subsidiaries by distributing to common stockholders one share of Aviall, Inc. common stock valued at $16.25 for each four Ryder System, Inc. common shares owned. The high and low presented for 1993 were the values of the company's common stock after the spin off. The high and low for 1993 prior to the spin off were 33 1/2 and 26 1/4, respectively. (e) Excludes discontinued operations. Average common shares and all per share information have been adjusted for 3% stock dividends in 1983-1984, the March 1985 two-for-one split and the May 1986 three-for-two split, as appropriate. 49 52 GLOSSARY OF INDUSTRY TERMS [PHOTO] Ryder auto carriers transported nearly 6.3 million vehicles in 1994. ASSET MANAGEMENT: A Ryder core competency that encompasses the specification, purchasing, managing, maintaining, and disposing of vehicles at the appropriate time, all to increase return on investment. ASSET RATIONALIZATION: A process that audits a company's transportation and distribution assets and compares them against an optimum supply chain design. AUTOMOTIVE CARRIAGE: A business that delivers finished vehicles to dealers from manufacturing plants, ports and railheads. Automotive carriers often provide other value-added services such as vehicle inspection, yard management and finished vehicle detailing. BACKHAUL: The return movement of a vehicle from its original destination back to its point of origin with a payload. CONTRACT CARRIER: A for-hire carrier that serves only shippers with which the carrier has a continuing contract, and not the general public. CONTRACT LOGISTICS: The use of a third-party provider to plan, implement and control the efficient, cost-effective flow and storage of raw materials, in-process inventory, finished goods and related information from the point of origin to the point of consumption, or any portion thereof. CUBED OUT: A term that refers to the percentage of a vehicle's cubic hauling space that is utilized in a shipment. If a particular vehicle is 100% "cubed out," it has no additional space in which to carry freight. CYCLE TIME: The time it takes for a business to receive, fulfill and then deliver an order to a customer. Once measured only in days, many industries now measure it in hours. DEDICATED CONTRACT CARRIAGE: A third-party contractual service that dedicates vehicles and drivers to a single customer for its exclusive use, usually done in a closed loop or fixed route situation. EFFICIENT CONSUMER RESPONSE (ECR): A grocery industry initiative designed to replenish stock on store shelves based on actual consumer demand rather than by demand forecasting. 50 53 [PHOTO] Home Depot is one of Ryder's more than 13,000 full service truck leasing customers. ELECTRONIC DATA INTERCHANGE (EDI): Computer-to-computer communication between two or more companies that is used to generate documents like purchase orders and invoices. EDI also enables firms to access the information systems of suppliers, customers and carriers to determine real-time status of shipments and inventory. FINANCE LEASE: Often, a full-payout agreement in which the customer, at the end of the lease term, assumes ownership of the vehicle or is provided with a purchase option. The lessee is usually responsible for maintenance, taxes and insurance. FLOW-THROUGH DISTRIBUTION: A process in which products from multiple locations are brought into a central facility (sometimes called a cross-dock), are re-sorted by delivery destination and shipped in the same day. This eliminates warehousing, reduces inventory levels and speeds order turnaround time. The designing, location and management of flow-through distribution locations is often a part of a company's logistics reengineering strategy. FULL SERVICE TRUCKLEASE: A full service truck lease is a system that provides the customer with a truck and a variety of support services for a single monthly lease payment. Full service leases may include features like preventive maintenance, emergency roadside repairs, equipment evaluations and specifications, fuel, administrative support, driver support, safety programs, and the return of vehicles at the end of the contract term. INTEGRATED LOGISTICS: A system-wide management view of the entire supply chain, from raw materials supply through finished goods distribution. It requires managing all functions that make up the supply chain as a single entity, rather than managing individual functions separately. INTERMODAL TRANSPORTATION: Transporting freight by using two or more transportation modes. An example would be freight in containers which might first be taken to a port by truck, transported by ship, then carried by rail, and finally be transferred back to a truck for delivery to its final destination. INVENTORY DEPLOYMENT: A technique for reducing the number of warehouses required by replacing excess inventory with event-driven information derived from tracking the location of inventory at rest as well as in motion. It is typically done using bar-coding and radio frequency technology, which eliminate paperwork. 51 54 [PHOTO] Ryder Dedicated Logistics delivers parts to Saturn's manufacturing facility just in time, 300 times a day, 365 days a year. INVENTORY MANAGEMENT: The process of ensuring the availability of products through inventory administration activities such as planning, stock positioning, and monitoring the age of the product. INVENTORY TURNS: The number of times inventory is sold during a period, generally measured in turns per year. JUST-IN-TIME (JIT): An in-bound manufacturing strategy that smoothes material flow into assembly and manufacturing plants. JIT minimizes inventory investment by providing timely, sequential deliveries of product exactly where and when it is needed, from a multitude of suppliers. Traditionally an automotive strategy, it is being introduced into many other industries. LESS-THAN-TRUCKLOAD (LTL) CARRIERS: Trucking companies that consolidate and then transport small shipments of freight by utilizing a network of terminals and relay points. LOGISTICS: The function which encompasses materials management and physical distribution. LOGISTICS CHANNEL: The network of supply chain participants engaged in storage, handling, transfer, transportation and communications functions that contribute to the efficient flow of goods. OUTSOURCING: Subcontracting business functions or processes such as logistics and transportation services to an outside firm, instead of doing them in-house. PRIVATIZATION: A trend in the U.S. public sector brought about by the need to gain cost and service efficiencies available through private management of public services. PUBLIC TRANSIT: The transportation of people by public sector organizations to and from work or other destinations. There is a trend in the public sector to outsource public transit to third-party providers, or "privatize," in order to gain cost and service efficiencies. QUICK RESPONSE (QR) DELIVERY: A rapidly expanding delivery process using information technology to measure customer demand, enabling retailers to have stock on shelves when needed while maintaining minimum backroom inventories. 52 55 [PHOTO] Ryder has more than 34,000 vehicles in its consumer truck rental fleet. RENTAL DAY: The basic unit used to measure fleet utilization rates by companies that are in the business of renting vehicles. The total number of rental days recorded by commercial truck rental companies is an indicator that measures businesses' incremental need to ship products. REVERSE LOGISTICS: Historically, the logistics process ended once products reached the consumer. Reverse logistics melds classic logistics activities with conservation, recycling and disposal - activities that center around preserving the environment and the need to conserve raw materials. ROLLING STOCK: In the transportation business, rolling stock traditionally has meant "vehicles." The term is used in logistics to refer to inventory in motion, not at rest. STUDENT TRANSPORTATION: The logistics business that transports students to and from school and extracurricular activities. SUPPLY CHAIN MANAGEMENT: An integrating process that combines the classic logistics functions of physical distribution and materials management with the purchasing of raw materials and/or inventory and sales, marketing, information technology and strategic planning functions. [PHOTO] Ryder Student Transportation Services transports more than 440,000 students to and from school each day. THIRD-PARTY PROVIDER: A firm that supplies goods and services such as transportation and logistics to another company. TIME-BASED COMPETITION: A competitive marketing strategy based on a company's ability to deliver its products to customers faster than its competition. TRUCKLOAD (TL) CARRIERS: Trucking companies that move full truckloads of freight directly from the point of origin to its destination. TRUCK RENTAL: A short-term transaction, generally under 12 months, that allows the customer the use of a truck for a specified period of time, generally measured in "rental days." Rental can be used to supplement a leased or privately-owned fleet during short periods of peak need to execute rush orders or handle excess volume, or to test new routes and distribution channels. UTILIZATION RATE: A fleet productivity measurement that tracks the percentage of time that a truck or vehicle is being used or rented. 53 56 BOARD OF DIRECTORS CORPORATE MANAGEMENT M. ANTHONY BURNS M. ANTHONY BURNS Chairman, President and Chairman, President and Chief Executive Officer Chief Executive Officer ARTHUR H.BERNSTEIN (1,3) JAMES M. HERRON President and Chief Executive Officer, Senior Executive Vice President and Bancorp Capital Group,Inc. General Counsel EDWARD T. FOOTE II (2,3) EDWIN A. HUSTON President, University of Miami Senior Executive Vice President - Finance and Chief Financial Officer JOHN A. GEORGES (1,4) Chairman and C. ROBERT CAMPBELL Chief Executive Officer, Executive Vice President - International Paper Company Human Resources and Administration VERNON E. JORDAN, JR. (1,4) J. ERNEST RIDDLE Senior Partner, Executive Vice President - Akin, Gump, Strauss, Marketing Hauer & Feld, LLP R. RAY GOODE HOWARD C. KAUFFMANN (2,4) Senior Vice President - Retired President, Public Affairs Exxon Corporation JOHN R. HADDOCK DAVID T. KEARNS (1,3) Senior Vice President - Chairman, Industry and Commercial Marketing New American Schools Development Corporation and Retired Chairman BRUCE D. PARKER and Chief Executive Officer, Senior Vice President - Xerox Corporation MIS and Chief Information Officer LYNN M. MARTIN (2,3) KEVIN M. PETERS Former U.S. Secretary of Labor; Senior Vice President - Chairperson, Corporate Account Sales Deloitte & Touche's Council for the Advancement of Women; ANTHONY G. TEGNELIA advisor to Deloitte & Touche; and Senior Vice President and Controller Professor, J.L. Kellogg Graduate School of Management at Northwestern University STEVEN R. GOLDBERG Vice President and Treasurer JAMES W. MCLAMORE (1,4) Chairman Emeritus, JOSHUA HIGH Burger King Corporation Vice President - Corporate Tax PAUL J. RIZZO (2,3) J. WAYNE JOHNSON Retired Vice Chairman, Vice President - Risk Management International Business Machines Corporation LISA A. RICKARD Vice President - Federal Affairs DONALD V. SEIBERT (1,4) Retired Chairman of the Board and FRED RAY STUEVER Chief Executive Officer, Vice President - J.C. Penney Company, Inc. Environment, Health and Safety HICKS B. WALDRON (2,4) H. JUDITH CHOZIANIN Retired Chairman and Secretary Chief Executive Officer, Avon Products, Inc. ALVA O. WAY (2,3) Chairman, IBJ Schroder Bank & Trust Company MARK H. WILLES (2,3) Vice Chairman, General Mills, Inc. (1) Audit Committee (2) Compensation Committee (3) Finance Committee (4) Committee on Directors and Public Responsibility 54 57 OPERATING MANAGEMENT VEHICLE LEASING & RYDER PUBLIC SERVICES DIVISION TRANSPORTATION SERVICES President RYDER COMMERCIAL Gerald R. Riordan LEASING &SERVICES President Senior Vice President & Dwight D. Denny General Manager John H. Dorr Senior Vice President Franklin W. Stephens Vice Presidents & General Managers Vice Presidents & John A. Elliott General Managers (Ryder Student Transportation Joel E. Biggerstaff Services, Inc.) (Southeast Region) John C. Green Christopher H. Culley (Managed Logistics (Mid West Region) Systems, Inc.) Robert A. Dickinson Bobby J. Griffin (Southwest Region) (ATE Management and John R. Hosmer Service Company,Inc.) (Mid Atlantic Region) Stephen E. Hunt (Northeast Region) AUTOMOTIVE CARRIER Edward R. Justis, Jr. DIVISION (Mid South Region) William L. O'Donnell RYDER AUTOMOTIVE CARRIER (Great Lakes Region) GROUP, INC. Douglas M. Slack President (West Region) James B. Griffin Vice Presidents Executive Vice President George E. Arseneau Michael J. Wagner Thomas D. Hjertquist Michael W. Kuryla Senior Vice President Tracy A. Leinbach Steven C. Nichols J. Randall Nobles Robert P. Tabb Vice President Rolland G. Hill RYDER TRUCK RENTAL CANADA LTD. A.T.G. AUTOMOTIVE Vice President & TRANSPORT GROUP, INC. General Manager Vice President & Gordon J. Box General Manager David N. Flett RYDER DEDICATED LOGISTICS, INC. BLAZER TRUCK LINES, INC. President Vice President & Larry S. Mulkey General Manager Donn B. Whitmer Senior Vice President William D. Zollars RYDER AUTOMOTIVE OPERATIONS, INC. Vice Presidents Senior Vice President William A. Baum Bruce R. LeMar Jerry W. Bowman Enrique P. Fiallo Vice Presidents Shar Javad Ronald R. Borges C. Michael McCanta Ronald L. Butterbaugh Miles M. Raper Stephen M. Donly Vincent E. Fortuna RYDER CONSUMER John S.Gottlieb TRUCK RENTAL Gerald J. MacDonald President Craig J. McGrath Gerald R. Riordan W. Joseph Tripp Area Vice Presidents Raymond W. Casey INTERNATIONAL (Eastern Area) DIVISION Wayne M. Mincey (Central Area) Senior Vice President & Jack P. Summerville General Manager (Western Area) Randall E.West Vice Presidents Vice Presidents David S. Russell Dennis M. Custage C. Mack Kenneth V. Eckhart Scott R. Francis Glenn A. Schneider RYDER PLC Managing Director John Hodges RYDER TRANSPORT SERVICES GMBH Managing Director Rainer Sandow RYDER DE MEXICO, S.A. DE C.V. Managing Director Jaime White Ibanez 55 58 RYDER IN THE MARKETPLACE VEHICLE LEASING & SERVICES DIVISION Ryder Commercial Leasing & Services Ryder Dedicated Logistics, Inc. Ryder Consumer Truck Rental Ryder Student Transportation Services,Inc. Ryder Truck Rental Canada Ltd. ATE Management and Service Company,Inc. Ryder Move Management,Inc. Managed Logistics Systems, Inc. AUTOMOTIVE CARRIER DIVISION Automotive Transport Inc. Blazer Truck Lines, Inc. Commercial Carriers, Inc. Delavan F.J. Boutell Driveaway Co., Inc. MCL Motor Carriers Limited QAT, Inc. INTERNATIONAL DIVISION Ryder Plc (United Kingdom) Ryder Transport Services GmbH (Germany) Ryder Polska Sp.z o.o (Poland) Ryder de Mexico, S.A. de C.V. (Mexico) DIVIDEND REINVESTMENT PLAN Stockholders may automatically reinvest their dividends and cash in additional shares of Ryder System stock by enrolling in the company's Dividend Reinvestment Plan. Costs of the plan are paid by the company. Information about the Dividend Reinvestment Plan may be obtained by writing to the following address: The First National Bank of Boston Shareholder Services Division Dividend Reinvestment Unit M/S 45-01-06 Post Office Box 1681 Boston, Massachusetts 02105-1681 CORPORATE INFORMATION ANNUAL MEETING The annual meeting of stockholders of Ryder System, Inc. will be held at 11:00 a.m., Friday, May 5, 1995, at the Miami Airport Hilton and Towers, 5101 Blue Lagoon Drive, Miami,Florida. A formal notice of the meeting, together with a proxy statement and a form of proxy, was mailed to each stockholder with this annual report. STOCKHOLDER INFORMATION AND 1994 FORM 10-K For stockholder information or to obtain without charge a copy of Ryder System's Form 10-K Annual Report to the Securities and Exchange Commission, which will be available after March 31, 1995, please write to: Robert H. Tromberg Group Director - Investor Relations Ryder System, Inc. 3600 N.W. 82nd Avenue Miami, Florida 33166 AUDITORS KPMG Peat Marwick LLP Certified Public Accountants One Biscayne Tower Suite 2900 2 South Biscayne Boulevard Miami,Florida 33131 TRANSFER AGENT AND REGISTRAR The First National Bank of Boston Shareholder Services Division Investor Relations Unit M/S 45-02-09 Post Office Box 644 Boston, Massachusetts 02105-0644 (617) 575-3170 COMMON STOCK LISTINGS New York Stock Exchange Chicago Stock Exchange Pacific Stock Exchange TRADING SYMBOL: R EXECUTIVE OFFICES Ryder System,Inc. 3600 N.W. 82nd Avenue Miami, Florida 33166 (305) 593-3726 56 59 CORPORATE RESPONSIBILITY In communities where its employees live and work, Ryder supports efforts which favorably impact the ability of women, minorities and the disadvantaged to participate more fully in society. The company believes such efforts are not only the right things to do, but also good business. Ryder addresses corporate responsibility in two ways, through Ryder-based programs designed to expand opportunities for women and minorities and through support of community organizations with the same focus. To Ryder, expanding opportunities for women and minorities provides a competitive advantage, both domestically and in important emerging global markets. The company believes so strongly in this advantage that it now requires employement diversity objectives as part of annual business plans for all bonus-eligible management personnel. To attract the best and brightest talent, including women and minority employees, Ryder works with and receives excellent advice from groups such as Catalyst, which represents women's issues; National Council of LaRaza, which represents Hispanic issues; and the National Urban League, which represents African American issues. Recruiting drives at historically black colleges and universities such as Florida A&M University, Howard University and Morehouse College also continue to be rich sources of qualified recruits. Of Ryder's 1994 MBA college recruits, more than 50% were women or minorities. [PHOTO] MEMBERS OF THE DIVERSITY COUNCIL MEET WITH TONY BURNS. From left: CAELI MATTHEWS, PRESIDENT, RYDER WOMEN'S MANAGEMENT ASSOCIATION; OFELIA SAN PEDRO, PRESIDENT, RYDER HISPANIC NETWORK; LOLLY WALTON, PRESIDENT, RYDER PROFESSIONAL SECRETARIES; AND MARY WALTON, PRESIDENT, RYDER BLACK EMPLOYEE NETWORK. The company has established employee network groups for the areas of Black Employees, Hispanic Employees, Professional Secretaries and Women's Management. These groups provide tangible business results through mentoring and recruiting, and by offering special insights into ways to improve operations and marketing. One interesting outgrowth has been an initiative to expand market penetration in key minority markets. The company's charitable contributions are made largely through the Ryder System Charitable Foundation, which supports a wide array of local and national causes aimed at bringing the disadvantaged more fully into the mainstream. Reflecting a growing belief that education provides the best hope of reaching that goal, a relatively large precentage of giving is made to programs in this area. From the local classroom to the national level, the company supports efforts to address the complex challenges facing today's educators. Scholarships and financial aid are made available for minority students at the community college, undergraduate and graduate levels through relationships with specific schools as well as the United Negro College Fund and the Jackie Robinson Foundation, which combines college scholarships with much-needed hands-on business experience. At home in South Florida, Ryder is a leader in meeting a variety of community needs. The company provides active leadership and significant financial support to such human needs groups as the United Way of Dade County. Extending its educational focus to the arts, support for "in-school" programs of the Florida Grand Opera, Coconut Grove Playhouse and Florida Philharmonic helps expose people of all ages and backgrounds to new cultural arts experiences. The company has made a significant gift to the South Florida Performing Arts Center Foundation's capital campaign and is providing leadership to that campaign, which will help fund construction of a new performing arts complex in downtown Miami. At Ryder, diversity and community involvement are fundamental elements of its business philosophy, and the company also encourage its employees to be active in the communities where they live and work. In doing so, the company believes it not only extends a positive impact to the communities, but also helps to develop business leadership skills in its employees. 57 60 RYDER SYSTEM, INC. 3600 NW 82nd Avenue Miami, Florida 33166