FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM _____ TO ______
Commission file number 1-4364
RYDER SYSTEM, INC.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
FLORIDA 59-0739250
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3600 N.W. 82 AVENUE, MIAMI, FLORIDA 33166 (305) 500-3726
- ------------------------------------------ --------------------
(Address of principal executive (Telephone number
offices including zip code) including area code)
Indicate by check mark whether the registrant (l) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days: YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K: [X]
The aggregate market value of the voting stock held by non-affiliates of the
registrant computed by reference to the price at which the stock was sold as of
January 30, 1998, was $2,492,423,078. The number of shares of Ryder System, Inc.
Common Stock ($.50 par value) outstanding as of January 30, 1998, was
73,735,927.
DOCUMENTS INCORPORATED BY PART OF FORM 10-K INTO WHICH
REFERENCE INTO THIS REPORT DOCUMENT IS INCORPORATED
-------------------------- -----------------------------
Ryder System, Inc. 1997 Annual Parts I, II and IV
Report to Shareholders*
Ryder System, Inc. 1998 Proxy Part III
Statement
*The Ryder System, Inc. 1997 Annual Report to Shareholders is
incorporated herein only to the extent specifically stated.
[Cover page 1 of 3 pages]
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS OF SECURITIES EXCHANGE ON WHICH REGISTERED
- --------------------------------- ----------------------------
Ryder System, Inc. Common Stock New York Stock Exchange
($.50 par value) and Preferred Pacific Stock Exchange
Share Purchase Rights Chicago Stock Exchange
(the Rights are not currently Berlin Stock Exchange
exercisable, transferable or
exchangeable apart from the
Common Stock)
Ryder System, Inc. 9% Series G Bonds, New York Stock Exchange
due May 15, 2016
Ryder System, Inc. 8 3/8% Series H Bonds, New York Stock Exchange
due February 15, 2017
Ryder System, Inc. 8 3/4% Series J Bonds, New York Stock Exchange
due March 15, 2017
Ryder System, Inc. 9 7/8% Series K Bonds, New York Stock Exchange
due May 15, 2017
Ryder System, Inc. 9 1/4% Series N Notes, None
due May 15, 2001
Ryder System, Inc. Medium-Term Notes None
Series 1, due from 9 months to
10 years from date of issue at
rate based on market rates at time
of issuance
Ryder System, Inc. Medium-Term Notes, None
Series 7, due from 9 months to
30 years from date of issue at
rate based on market rates at time
of issuance
Ryder System, Inc. Medium-Term Notes, None
Series 8, due from 9 months to
30 years from date of issue at
rate based on market rates at time
of issuance
Ryder System, Inc. Medium-Term Notes, None
Series 9, due 9 months or more from date of
issue at rate based on market rates at time
of issuance
[Cover page 2 of 3 pages]
TITLE OF EACH CLASS OF SECURITIES EXCHANGE ON WHICH REGISTERED
- --------------------------------- ----------------------------
Ryder System, Inc. Medium-Term Notes, None
Series 10, due 9 months or more from date of
issue at rate based on market rates at time
of issuance
Ryder System, Inc. Medium-Term Notes, None
Series 11, due 9 months or more from date of
issue at rate based on market rates at time
of issuance
Ryder System, Inc. Medium-Term Notes, None
Series 12, due 9 months or more from date of
issue at rate based on market rates at time
of issuance
Ryder System, Inc. Medium-Term Notes, None
Series 13, due 9 months or more from date of
issue at rate based on market rates at time
of issuance
Ryder System, Inc. Medium-Term Notes, None
Series 14, due 9 months or more from date of
issue at rate based on market rates at time of
issuance
SECURITIES REGISTERED PURSUANT TO SECTION 12(g)
OF THE ACT: None
[Cover page 3 of 3 pages]
RYDER SYSTEM, INC.
Form 10-K Annual Report
TABLE OF CONTENTS
PAGE NO.
PART I
Item 1 Business......................................................5
Item 2 Properties....................................................9
Item 3 Legal Proceedings............................................10
Item 4 Submission of Matters to a Vote of Security Holders..........10
PART II
Item 5 Market for Registrant's Common Equity and Related
Stockholder Matters........................................11
Item 6 Selected Financial Data......................................11
Item 7 Management's Discussion and Analysis of Financial Condition
and Results of Operations..................................11
Item 8 Financial Statements and Supplementary Data..................11
Item 9 Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure...................................11
PART III
Item 10 Directors and Executive Officers of the Registrant...........12
Item 11 Executive Compensation.......................................12
Item 12 Security Ownership of Certain Beneficial Owners and
Management.................................................12
Item 13 Certain Relationships and Related Transactions...............12
PART IV
Item 14 Exhibits, Financial Statement Schedules, and Reports on
Form 8-K...................................................13
4
PART I
ITEM 1. BUSINESS
GENERAL
Ryder System, Inc. (the "Company") was incorporated in Florida in 1955.
Through its subsidiaries, the Company engages primarily in the logistics and
transportation business with focus on: 1) integrated logistics, including
dedicated contract carriage, the management of carriers, and inventory
deployment; 2) transportation services, including full service leasing,
maintenance and short-term rental of trucks, tractors and trailers; and 3)
public transit management and operations, fleet management and maintenance
services, and student transportation services. At December 31, 1997, the
Company and its subsidiaries had a fleet of 162,665 vehicles and 42,342
employees.(1)
On September 30, 1997, the Company sold Ryder Automotive Carrier Services, Inc.
which constituted its automotive carrier division. The sale of the automotive
carrier division has been accounted for as a discontinued operation and,
accordingly, its operating results and cash flows are segregated and reported as
discontinued operations in the Company's consolidated financial statements.
Financial information about foreign and domestic operations is incorporated by
reference from the "Notes to Consolidated Financial Statements - Geographic
Information" on page 42 of the Ryder System, Inc. 1997 Annual Report to
Shareholders.
LOGISTICS AND TRANSPORTATION BUSINESS UNITS
INTEGRATED LOGISTICS
Ryder Integrated Logistics, Inc. ("Ryder Integrated Logistics") provides global
integrated logistics support of customers' entire supply chains, from in-bound
raw materials supply through finished goods distribution, including dedicated
contract carriage, the management of carriers, and inventory deployment through
822 locations in the U.S., Canada, United Kingdom, Germany, The Netherlands,
Poland, Mexico, Argentina and Brazil. Ryder Integrated Logistics utilizes
advanced information technology and teams frequently with strategic alliance and
joint venture partners. Services include varying combinations of logistics
system design, the provision of vehicles and equipment, maintenance, the
provision of drivers, warehouse management (including cross docking and
flow-through distribution), transportation management, vehicle dispatch, and
in-bound and out-bound just-in-time delivery. Logistics systems include
procurement and management of all modes of transportation, shuttles, interstate
long-haul operations, just-in-time service to assembly plants, and
factory-to-warehouse-to-retail facility service. These services are used in
major industry sectors including automotive, telecommunications, utilities,
health care, paper and paper packaging, chemical, electronic and office
equipment, news, food and beverage, housing, and general retail industries,
along with other industries and the federal sector. In 1997, Ryder Integrated
Logistics continued to expand its presence in the logistics market through
internal growth, increased emphasis on global account management, and initiation
of strategic alliances/joint ventures.
Besides integrated logistics, Ryder Integrated Logistics provides a wide variety
of highway transportation services in international markets outside the United
States and Canada, including full service leasing of trucks, tractors and
trailers, commercial truck rental, and contract truck maintenance. Ryder
Integrated Logistics is implementing a strategy for further growth in
international markets, providing global logistics solutions to multinational
customers.
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(1) This number does not include: (a) operating personnel of local transit
authorities managed by certain subsidiaries of the Company (in such
situations, generally the entire cost of compensation and benefits for such
personnel is passed through to the transit authority, which reinburses the
Company's subsidiaries); or (b) drivers obtained by certain subsidiaries
of the Company under driver leasing agreements.
5
This strategy enables Ryder Integrated Logistics to take full advantage of, and
build upon, the expertise, market knowledge and infrastructure of strategic
alliance and joint venture partners, as well as its own expertise in providing
logistics solutions to businesses involved in the over-the-road transportation
of goods and to those who move goods around the world using any mode of
transportation. In that regard, in 1997, Ryder Integrated Logistics continued to
expand in the U.S. and Canada and to enhance its presence in Mexico, Argentina,
Brazil and Poland through internal growth, and also commenced assessing
opportunities in markets in other parts of the world. In so doing, Ryder
Integrated Logistics is always mindful of its need to mitigate risks, including
the minimization of asset and currency exposures.
FULL SERVICE LEASING, MAINTENANCE AND SHORT-TERM RENTAL OF TRUCKS, TRACTORS
AND TRAILERS
Ryder Truck Rental, Inc. which does business as Ryder Transportation Services
("Ryder Transportation Services") provides full service truck leasing to nearly
13,000 customers (ranging from large national enterprises to small companies),
with a fleet of 102,914 vehicles (including 14,742 vehicles leased to
affiliates), through 852 locations in 48 states, Puerto Rico, and 8 Canadian
provinces. Under a full service lease, Ryder Transportation Services provides
customers with vehicles, maintenance, supplies and related equipment necessary
for operation, while the customers furnish and supervise their own drivers, and
dispatch and exercise control over the vehicles. Additionally, Ryder
Transportation Services provides contract maintenance services to more than
1,250 customers, servicing 42,354 vehicles (including approximately 8,920
vehicles owned by affiliates) under maintenance contracts, and provides
short-term truck rental, which tends to be seasonal, to commercial customers to
supplement their fleets during peak business periods. A fleet of 34,371
vehicles, ranging from heavy-duty tractors and trailers to light-duty trucks, is
available for commercial short-term rental. In 1997, Ryder Transportation
Services focused on the expansion of its long-term contractual businesses such
as the full service leasing of trucks, tractors and trailers, and contract truck
maintenance, through internal growth. Additionally in 1997, Ryder Transportation
Services implemented new services for customers. Such new services include fleet
management, freight management and the Ryder Citicorp Finance Lease. By
expanding its vehicle financing options, Ryder Transportation Services gives
customers the flexibility to choose a full service lease or the combination of a
finance lease and contract maintenance for their vehicles.
PUBLIC TRANSIT MANAGEMENT, OPERATIONS AND FLEET MAINTENANCE SERVICES AND
STUDENT TRANSPORTATION SERVICES
The Company organized its public sector services in 1994 under a single
management structure to increase operating efficiencies and focus its marketing
efforts on serving the unique needs of the government market. The umbrella
management organization, Ryder Public Transportation Services provides a wide
array of transportation and maintenance services to the public sector through
two subsidiaries: Ryder Student Transportation Services, Inc. which operates
more than 9,567 school buses under long-term contract for 474 school districts
in 25 states; and Ryder/ATE, Inc., which operates or manages more than 4,981
buses under long-term contracts to 93 public transit agencies in 27 states. In
addition, Ryder/ATE, Inc.'s public fleet maintenance unit, Ryder/MLS, manages
and maintains over 30,000 pieces of equipment for public transit agencies,
cities, counties, colleges and utilities.
Ryder Public Transportation Services is either the largest or second largest
private contractor in the three primary markets it serves: student
transportation, public transit management and operations, and public fleet
management and maintenance for local governments and utilities. In each case,
public sector services that are operated by in-house governmental organizations
represent two-thirds or more of the market for such services and the biggest
opportunity for growth. Due to continuing cost pressures in the public sector
and Ryder's ability to provide the same services, typically at a 10 to 20
percent cost savings, an ongoing number of governmental organizations are
willing to outsource their transportation and fleet maintenance services to
Ryder Public Transportation Services. In 1997, Ryder Public Transportation
Services expanded through various methods, including acquisitions, adding more
than several hundred buses to its student transportation operations.
6
DISPOSITION OF REVENUE EARNING EQUIPMENT
The Company's business units have historically disposed of used revenue earning
equipment at prices in excess of book value. The gains on the sale of revenue
earning equipment (reported as reductions in depreciation expense) were
approximately 11%, 27% and 20% of earnings from business units before interest
and taxes in 1997, 1996 and 1995, respectively. The extent to which gains will
be realized on future disposal of revenue earning equipment is dependent upon
various factors including the general state of the used vehicle market, the age
and condition of vehicles at the time of their disposal and depreciation methods
with respect to vehicles.
COMPETITION
As an alternative to using the Company's services, customers may choose to
provide similar services for themselves, or may choose to purchase similar or
alternative services from other third-party vendors.
In the U.S. and Canada, Ryder Integrated Logistics competes with companies
providing similar services on a national, regional and local level.
Additionally, this business is subject to potential competition in most of the
regions it serves from air cargo, shipping, railroads and motor carriers. On a
country-by-country basis and on a global basis, Ryder Integrated Logistics
competes with companies providing similar services in international markets
outside the United States and Canada. In the United Kingdom, the markets for
full service leasing of trucks, tractors and trailers, and dedicated contract
carriage services are well developed and competitive, similar to those in the
U.S. and Canada. Recent developments in Mexico following the approval of the
North American Free Trade Agreement (NAFTA), Germany's continued integration
into the European Community and the resulting deregulation, and Poland's
transformation to a market economy all create a growing opportunity for Ryder
Integrated Logistics to provide services in these new markets. Additionally,
recent developments in Argentina and Brazil, such as the expanded investment in
automotive manufacturing, create growing opportunities for Ryder International
to provide services in the southern cone of South America. Ryder Integrated
Logistics expects that competition with its services in these emerging markets
and in the global integrated logistics marketplace will develop. Competitive
factors include price, equipment, maintenance, geographical coverage, market
knowledge , expertise in logistics related technology, and overall performance
(e.g., timeliness, accuracy and flexibility). Value-added differentiation of
these service offerings across the full global supply chain will continue to be
Ryder Integrated Logistics' overriding strategy.
Ryder Transportation Services competes with companies providing similar services
on a national, regional and local level. Regional and local competitors may
sometimes provide services on a national level through their participation in
various cooperative programs and through their membership in various industry
associations. Competitive factors include price, equipment, maintenance and
geographical coverage. Ryder Transportation Services also competes, to an
extent, with a number of truck and trailer manufacturers who provide truck and
trailer leasing, extended warranty maintenance, rental and other transportation
services. Value-added differentiation of the full service truck leasing, truck
rental, and contract and non-contract truck maintenance service offerings has
been, and will continue to be, Ryder Transportation Services' emphasis.
Ryder Public Transportation Services competes with companies that provide
similar services in each segment of its operations, although no competitors
duplicate the complete array of services that Ryder Public Transportation
Services provides. In the student transportation market, one national competitor
is larger than Ryder Student Transportation Services, and the next three largest
competitors are less than one-half of its size. In addition, over 2,000 small
and regional companies compete with Ryder Public Transportation Services on a
limited, local market basis. In the public transit market, one national
competitor is approximately Ryder/ATE's size, and less than 100 small and
regional companies compete with Ryder Public Transportation Services on a
limited basis. In the public fleet management and maintenance market, a small
number of companies compete with Ryder/MLS, of which MLS is the largest in the
delivery of services to cities and counties. In all segments of its operations,
Ryder Public Transportation Services has been able to retain over 90% of its
contracts on an annual basis through a combination of high quality,
customer-focused services, and ongoing improvements in cost efficiency and
service innovation.
7
OTHER DEVELOPMENTS AND FURTHER INFORMATION
Many federal, state and local laws designed to protect the environment, and
similar laws in some foreign jurisdictions, have varying degrees of impact on
the way the Company and its subsidiaries conduct their business operations,
primarily with regard to their use, storage and disposal of petroleum products
and various wastes associated with vehicle maintenance activities. Based on
information presently available, management believes that the ultimate
disposition of such matters, although potentially material to the Company's
results of operations in any one year, will not have a material adverse effect
on the Company's financial condition or liquidity.
For further discussion concerning the business of the Company and its
subsidiaries see the information referenced under Items 7 and 8 of this report.
EXECUTIVE OFFICERS OF THE REGISTRANT
All of the executive officers of the Company were elected or re-elected to their
present offices either at or subsequent to the meeting of the Board of Directors
held on May 2, 1997 in conjunction with the Company's 1997 Annual Meeting on the
same date. They all hold such offices, at the discretion of the Board of
Directors, until their removal, replacement or retirement.
NAME AGE POSITION
M. Anthony Burns 55 Chairman, President and
Chief Executive Officer
Dwight D. Denny 54 Executive Vice President -
Development
John H. Dorr 51 President - Ryder Public
Transportation Services, Inc.
James B. Griffin 43 President - Ryder Transportation
Services
Edwin A. Huston 59 Senior Executive Vice President -
Finance and Chief Financial
Officer
Thomas E. McKinnon 53 Executive Vice President - Human
Resources and Corporate Services
Vicki A. O'Meara 40 Executive Vice President and
General Counsel
Lisa A. Rickard 42 Senior Vice President -
Government Relations
George P. Scanlon 40 Vice President - Planning and
Controller
Edward M. Straw 59 President - Ryder Integrated
Logistics, Inc.
M. Anthony Burns has been Chairman of the Board since May 1985, Chief Executive
Officer since January 1983, and President and a director since December 1979.
Dwight D. Denny has been Executive Vice President - Development since January
1996, and was President - Ryder Commercial Leasing & Services from December
1992 to December 1995. Mr. Denny served Ryder Truck Rental,
8
Inc. as Executive Vice President and General Manager - Commercial Leasing &
Services from June 1991 to December 1992. Mr. Denny served Ryder Truck Rental,
Inc. as Senior Vice President and General Manager - Eastern Area from March 1991
to June 1991, and Senior Vice President - Central Area from December 1990 to
March 1991. Mr. Denny previously served Ryder Truck Rental, Inc. as Region Vice
President in Tennessee from July 1985 to December 1990.
John H. Dorr has been President - Ryder Public Transportation Services, Inc.
since January 1997. Mr. Dorr served as Senior Vice President and General Manager
of Ryder Public Transportation Services since July 1993 and prior to that was
Vice President and General Manager of Ryder Student Transportation Services from
September 1990 to July 1993.
James B. Griffin has been President - Ryder Transportation Services (formerly
Commercial Leasing & Services) since January 1996, and was President - Ryder
Automotive Carrier Group, Inc. from February 1993 to December 1995. Mr. Griffin
served Ryder Truck Rental, Inc. as Vice President and General Manager -
Mid-South Region from December 1990 to February 1993. Mr. Griffin previously
served Ryder Truck Rental, Inc. as Region Vice President in Syracuse, New York
from April 1988 to December 1990.
Edwin A. Huston has been Senior Executive Vice President - Finance and Chief
Financial Officer since January 1987. Mr. Huston was Executive Vice President -
Finance from December 1979 to January 1987.
Thomas E. McKinnon has been Executive Vice President - Human Resources and
Corporate Services since February 1997. Mr. McKinnon served as Executive Vice
President - Human Resources from June 1995 until February 1997. Mr. McKinnon
previously served Unisys Corporation as Vice President - Human Resources from
August 1990 to June 1995.
Vicki A. O'Meara has been Executive Vice President and General Counsel since
June 1997. Previously, Ms. O'Meara was with the Chicago office of the law firm
of Jones Day Reavis & Pogue where she was a partner and chair of the firm's
worldwide Environmental, Health and Safety practice; and prior to that was
Assistant Attorney General, heading the Environmental and Natural Resources
Division of the U.S. Department of Justice.
Lisa A. Rickard has been Senior Vice President - Government Relations since
January 1997. Ms. Rickard served as Vice President - Federal Affairs from
January 1994 until January 1997. From June 1982 until December 1993, Ms. Rickard
was with the Washington law firm of Akin, Gump, Strauss, Hauer & Feld, LLP,
where she was a partner.
George P. Scanlon has been Vice President - Planning and Controller since
January 1997. Mr. Scanlon is the Company's principal accounting officer. Prior
to that, Mr. Scanlon served as Vice President - Corporate Planning since August
1996. Mr. Scanlon served as Group Director - Corporate Planning from October
1993 until August 1996 and Group Director - Audit Services from March 1991 until
October 1993.
Edward M. Straw has been President - Ryder Integrated Logistics, Inc. since June
1997. Previously, Mr. Straw served in the U.S. Navy for 35 years, where he rose
to the rank of Vice Admiral and spent four years as Director of the Defense
Logistics Agency, the lead Department of Defense agency for much of the U.S.
military's worldwide logistics support.
ITEM 2. PROPERTIES
The Company's property consists primarily of vehicles, vehicle maintenance and
repair facilities, and other real estate and improvements. Information regarding
vehicles is included in Item 1, which is incorporated herein by reference.
The Company has 1,912 locations in the United States, Canada and Puerto Rico;
398 of these facilities are owned and the remainder are leased. Such locations
generally include a maintenance facility, warehouse and/or administrative
offices. Through Ryder Integrated Logistics, the Company has 105 locations in
the United Kingdom, Germany, The Netherlands,
9
Poland, Mexico, Argentina and Brazil; 21 of these facilities are owned and the
remainder are leased. Such locations generally include a maintenance facility,
warehouse and/or administrative offices.
ITEM 3. LEGAL PROCEEDINGS
The Company and its subsidiaries are involved in various claims, lawsuits, and
administrative actions arising in the course of their businesses. Some involve
claims for substantial amounts of money and/or claims for punitive damages.
While any proceeding or litigation has an element of uncertainty, management
believes that the disposition of such matters, in the aggregate, will not have a
material impact on the consolidated financial condition, results of operation or
liquidity of the Company and its subsidiaries.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during the quarter
ended December 31, 1997.
10
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
The information required by Item 5 is incorporated by reference from page 43
("Common Stock Data") of the Ryder System, Inc. 1997 Annual Report to
Shareholders.
ITEM 6. SELECTED FINANCIAL DATA
The information required by Item 6 is incorporated by reference on page 44 of
the Ryder System, Inc. 1997 Annual Report to Shareholders.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information required by Item 7 is incorporated by reference from pages 16
through 28 of the Ryder System, Inc. 1997 Annual Report to Shareholders.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by Item 8 is incorporated by reference from pages 30
through 42 and page 43 ("Quarterly Data") of the Ryder System, Inc.
1997 Annual Report to Shareholders.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
11
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by Item 10 regarding directors is incorporated by
reference from pages 4 through 8 of the Ryder System, Inc. 1998 Proxy Statement.
The information required by Item 10 regarding executive officers is set out in
Item 1 of Part I of this Form 10-K Annual Report.
Additional information required by Item 10 is incorporated by reference from
page 15 ("Section 16(a) Beneficial Ownership Reporting Compliance") of the Ryder
System, Inc. 1998 Proxy Statement.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 is incorporated by reference from pages 9,
10 ("Compensation of Directors") and 19 through 22 of the Ryder System, Inc.
1998 Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by Item 12 is incorporated by reference from pages 14
and 15 of the Ryder System, Inc. 1998 Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by Item 13 is incorporated by reference from page 10 of
the Ryder System, Inc. 1998 Proxy Statement.
12
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K
(a) 1. Financial Statements for Ryder System, Inc. and Consolidated
Subsidiaries:
Items A through E are incorporated by reference from pages 29 through 42
of the Ryder System, Inc. 1997 Annual Report to Shareholders.
A) Consolidated Statements of Operations for years ended December 31,
1997, 1996 and 1995.
B) Consolidated Balance Sheets as of December 31, 1997 and 1996.
C) Consolidated Statements of Cash Flows for years ended December 31,
1997, 1996 and 1995.
D) Notes to Consolidated Financial Statements.
E) Independent Auditors' Report.
2. Not applicable.
All other schedules and statements are omitted because they are not applicable
or not required or because the required information is included in the
consolidated financial statements or notes thereto.
Supplementary Financial Information consisting of selected quarterly financial
data is incorporated by reference from page 43 of the Ryder System, Inc. 1997
Annual Report to Shareholders.
13
3. Exhibits:
The following exhibits are filed with this report or, where indicated,
incorporated by reference (Forms 10-K, 10-Q and 8-K referenced herein
have been filed under the Commission's file No. 1-4364). The Company will
provide a copy of the exhibits filed with this report at a nominal charge
to those parties requesting them.
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
3.1 The Ryder System, Inc. Restated Articles of Incorporation, dated
November 8, 1985, as amended through May 18, 1990, previously filed
with the Commission as an exhibit to the Company's Annual Report on
Form 10-K for the year ended December 31, 1990, are incorporated by
reference into this report.
3.2 The Ryder System, Inc. By-Laws, as amended through November 23,
1993, previously filed with the Commission as an exhibit to the
Company's Annual Report on Form 10-K for the year ended December 31,
1993, are incorporated by reference into this report.
4.1 The Company hereby agrees, pursuant to paragraph (b)(4)(iii) of Item
601 of Regulation S-K, to furnish the Commission with a copy of any
instrument defining the rights of holders of long-term debt of the
Company, where such instrument has not been filed as an exhibit
hereto and the total amount of securities authorized thereunder does
not exceed 10% of the total assets of the Company and its
subsidiaries on a consolidated basis.
4.2(a) The Form of Indenture between Ryder System, Inc. and The Chase
Manhattan Bank (National Association) dated as of June 1, 1984,
filed with the Commission on November 19, 1985 as an exhibit to the
Company's Registration Statement on Form S-3 (No. 33-1632), is
incorporated by reference into this report.
4.2(b) The First Supplemental Indenture between Ryder System, Inc. and The
Chase Manhattan Bank (National Association) dated October 1, 1987,
previously filed with the Commission as an exhibit to the Company's
Annual Report on Form 10-K for the year ended December 31, 1994, is
incorporated by reference into this report.
4.3 The Form of Indenture between Ryder System, Inc. and The Chase
Manhattan Bank (National Association) dated as of May 1, 1987, and
supplemented as of November 15, 1990 and June 24, 1992, filed with
the Commission on July 30, 1992 as an exhibit to the Company's
Registration Statement on Form S-3 (No. 33-50232), is incorporated
by reference into this report.
4.4 The Rights Agreement between Ryder System, Inc. and Boston
Equiserve, L.P., dated as of March 8, 1996, filed with the
Commission on April 3, 1996 as an exhibit to the Company's
Registration Statement on Form 8-A is incorporated by reference into
this report.
14
10.1 The form of change of control severance agreement for executive
officers effective as of May 1, 1996, previously filed with the
Commission as an exhibit to the Company's Annual Report on Form 10-K
for the year ended December 31, 1996, is incorporated by reference
to this report.
10.2 The form of severance agreement for executive officers effective as
of May 1, 1996, previously filed with the Commission as an exhibit
to the Company's Annual Report on Form 10-K for the year ended
December 31, 1996, is incorporated by reference to this report.
10.3(a) The Ryder System, Inc. 1997 Incentive Compensation Plan for
Headquarters Executive Management Levels MS 11 and Higher,
previously filed with the Commission as an exhibit to the Company's
Annual Report on Form 10-K for the year ended December 31, 1996, is
incorporated by reference to this report.
10.3(b) The Ryder System, Inc. 1998 Incentive Compensation Plan for
Headquarters Executive Management Levels MS 11 and Higher.
10.4(a) The Ryder System, Inc. 1980 Stock Incentive Plan, as amended and
restated as of August 15, 1996.
10.4(b) The form of Ryder System, Inc. 1980 Stock Incentive Plan, United
Kingdom Section, dated May 4, 1995, previously filed with the
Commission as an exhibit to the Company's Annual Report on Form 10-K
for the year ended December 31, 1995, is incorporated by reference
into this report.
10.4(c) The form of Ryder System, Inc. 1980 Stock Incentive Plan, United
Kingdom Section, dated October 3, 1995, previously filed with the
Commission as an exhibit to the Company's Annual Report on Form 10-K
for the year ended December 31, 1995, is incorporated by reference
into this report.
10.4(d) The Ryder System, Inc. 1995 Stock Incentive Plan, as amended and
restated as of August 15, 1996.
10.5(a) The Ryder System, Inc. Directors Stock Plan, as amended and restated
as of December 17, 1993, previously filed with the Commission as an
exhibit to the Company's Annual Report on Form 10-K for the year
ended December 31, 1993, is incorporated by reference into this
report.
10.5(b) The Ryder System, Inc. Directors Stock Award Plan dated as of May 2,
1997.
10.6(a) The Ryder System Benefit Restoration Plan, effective January 1,
1985, previously filed with the Commission as an exhibit to the
Company's Annual Report on Form 10-K for the year ended December 31,
1992, is incorporated by reference into this report.
10.6(b) The First Amendment to the Ryder System Benefit Restoration Plan,
effective as of December 16, 1988, previously filed with the
Commission as an exhibit to the Company's Annual Report on Form 10-K
for the year ended December 31, 1994, is incorporated by reference
into this report.
15
10.7 Distribution and Indemnity Agreement dated as of November 23, 1993
between Ryder System, Inc. and Aviall, Inc., previously filed with
the Commission as an exhibit to the Company's Annual Report on Form
10-K for the year ended December 31, 1993, is incorporated by
reference into this report.
10.8 Tax Sharing Agreement dated as of November 23, 1993 between Ryder
System, Inc. and Aviall, Inc., previously filed with the Commission
as an exhibit to the Company's Annual Report on Form 10-K for the
year ended December 31, 1993, is incorporated by reference into this
report.
10.9(a) The Ryder System, Inc. Stock for Merit Increase Replacement Plan, as
amended and restated as of August 15, 1996.
10.9(b) The form of Ryder System, Inc. Non-Qualified Stock Option Agreement,
dated as of February 21, 1997.
10.9(c) The form of Combined Non-Qualified Stock Option and Limited Stock
Appreciation Right Agreement, dated October 1, 1997.
10.10 The Ryder System, Inc. Deferred Compensation Plan effective January
1, 1997, as amended and restated as of November 3, 1997.
10.11 Severance Agreement, dated as of June 30, 1997, between Ryder
Integrated Logistics, Inc. and Larry S. Mulkey.
10.12 The Asset and Stock Purchase Agreement by and between Ryder Truck
Rental, Inc. and RCTR Holdings, Inc. dated as of September 19, 1996,
filed with the Commission on September 20, 1996 as an exhibit to the
Company's report on Form 8-K, is incorporated by reference into this
report.
10.13 The Acquisition Agreement among Ryder System, Inc. and Allied
Holdings, Inc., AH Acquisition Corp., Canadian Acquisition Corp. and
Axis National Inc., dated as of August 20, 1997, filed with the
Commission on October 15, 1997 as an exhibit to the Company's report
on Form 8-K, is incorporated by reference into this report.
13.1 Portions of the Ryder System, Inc. 1997 Annual Report to
Shareholders. Those portions of the Ryder System, Inc. 1997 Annual
Report to Shareholders which are not incorporated by reference into
this report are furnished to the Commission solely for information
purposes and are not to be deemed "filed" as part of this report.
21.1 List of subsidiaries of the registrant, with the state or other
jurisdiction of incorporation or organization of each, and the name
under which each subsidiary does business.
23.1 Auditors' consent to incorporation by reference in certain
Registration Statements on Forms S-3 and S-8 of their reports on
consolidated financial statements and schedules of Ryder System,
Inc. and its subsidiaries.
16
24.1 Manually executed powers of attorney for each of:
Joseph L. Dionne
Edward T. Foote II
John A. Georges
Vernon E. Jordan, Jr.
David T. Kearns
Lynn M. Martin
Paul J. Rizzo
Christine A. Varney
Alva O. Way
27.1 Financial Data Schedule.
(b) Reports on Form 8-K:
A report on Form 8-K, dated October 15, 1997, was filed by the registrant
announcing the completion of the sale of its Automotive Carrier Services
business unit. The report also included pro forma consolidated condensed
financial information for the registrant, after giving effect to the sale of
its Automotive Carrier Services business unit.
(c) Executive Compensation Plans and Arrangements:
Please refer to the description of Exhibits 10.1 through 10.13 set forth
under Item 14(a)3 of this report for a listing of all management contracts
and compensation plans and arrangements filed with this report pursuant to
Item 601(b)(10) of Regulation S-K.
17
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Date: March 30, 1998 RYDER SYSTEM, INC.
By: /s/ M. ANTHONY BURNS
-----------------------------
M. Anthony Burns
Chairman, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
Date: March 30, 1998 By: /s/ M. ANTHONY BURNS
------------------------------
M. Anthony Burns
Chairman, President and Chief
Executive Officer
(Principal Executive Officer)
Date: March 30, 1998 By: /s/ EDWIN A. HUSTON
-------------------------------
Edwin A. Huston
Senior Executive Vice President -
Finance and Chief Financial Officer
(Principal Financial Officer)
Date: March 30, 1998 By: /s/ GEORGE P. SCANLON
-------------------------------
George P. Scanlon
Vice President - Planning and
Controller (Principal Accounting
Officer)
18
Date: March 30, 1998 By: /s/ JOSEPH L. DIONNE *
------------------------------
Joseph L. Dionne
Director
Date: March 30, 1998 By: /s/ EDWARD T. FOOTE II *
--------------------------------
Edward T. Foote II
Director
Date: March 30, 1998 By: /s/ JOHN A. GEORGES *
----------------------------
John A. Georges
Director
Date: March 30, 1998 By: /s/ VERNON E. JORDAN, JR. *
----------------------------------
Vernon E. Jordan, Jr.
Director
Date: March 30, 1998 By: /s/ DAVID T. KEARNS *
---------------------------
David T. Kearns
Director
Date: March 30, 1998 By: /s/ LYNN M. MARTIN *
--------------------------
Lynn M. Martin
Director
Date: March 30, 1998 By: /s/ PAUL J. RIZZO *
------------------------
Paul J. Rizzo
Director
Date: March 30, 1998 By: /s/ CHRISTINE A. VARNEY *
------------------------------
Christine A. Varney
Director
Date: March 30, 1998 By: /s/ ALVA O. WAY *
--------------------
Alva O. Way
Director
*By: /s/ MARIA C. MATIAS
------------------------
Maria C. Matias
Attorney-in-Fact
19
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
10.3(b) The Ryder System, Inc. 1998 Incentive Compensation Plan for
Headquarters Executive Management Levels MS 11 and Higher.
10.4(a) The Ryder System, Inc. 1980 Stock Incentive Plan, as amended and
restated as of August 15, 1996.
10.4(d) The Ryder System, Inc. 1995 Stock Incentive Plan, as amended and
restated as of August 15, 1996.
10.5(b) The Ryder System, Inc. Board of Directors Stock Award Plan dated as
of May 2, 1997.
10.9(a) The Ryder System, Inc. Stock for Merit Increase Replacement Plan, as
amended and restated as of August 15, 1996.
10.9(b) The form of Ryder System, Inc. Non-Qualified Stock Option Agreement,
dated as of February 21, 1997.
10.9(c) The form of Ryder System, Inc. Combined Non-Qualified Stock Option
and Limited Stock Appreciation Right Agreement, dated October 1,
1997.
10.10 The Ryder System, Inc. Deferred Compensation Plan effective
January 1, 1997, as amended and restated as of November 3, 1997.
10.11 Severance Agreement, dated as of June 30, 1997, between Ryder
Integrated Logistics, Inc. and Larry S. Mulkey.
13.1 Portions of the Ryder System, Inc. 1997 Annual Report to
Shareholders. Those portions of the Ryder System, Inc. 1997 Annual
Report to Shareholders which are not incorporated by reference into
this report are furnished to the Commission solely for information
purposes and are not to be deemed "filed" as part of this report.
21.1 List of subsidiaries of the registrant, with the state or other
jurisdiction of incorporation or organization of each, and the name
under which each subsidiary does business.
23.1 Auditors' consent to incorporation by reference in certain
Registration Statements on Forms S-3 and S-8 of their reports on
consolidated financial statements and schedules of Ryder System,
Inc. and its subsidiaries.
24.1 Manually executed powers of attorney for each of:
Joseph L. Dionne
Edward T. Foote II
John A. Georges
Vernon E. Jordan, Jr.
David T. Kearns
Lynn M. Martin
Paul J. Rizzo
Christine A. Varney
Alva O. Way
27.1 Financial Data Schedule.