- -------------------------------------------------------------------------------- FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Commission File No. 1-4364 ------------------------------------- RYDER SYSTEM, INC. (a Florida corporation) 3600 N. W. 82nd Avenue Miami, Florida 33166 Telephone (305) 500-3726 I.R.S. Employer Identification No. 59-0739250 ------------------------------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: YES X NO____ Ryder System, Inc. (the "Registrant" or the "Company") had 74,317,711 shares of common stock ($0.50 par value per share) outstanding as of April 30, 1998. - -------------------------------------------------------------------------------- PART I. FINANCIAL INFORMATION Item 1. Financial Statements Ryder System, Inc. and Subsidiaries CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS - --------------------------------------------------------------------------------------------------------------------------- Three months ended March 31, 1998 and 1997 (In thousands, except per share amounts) 1998 1997 - --------------------------------------------------------------------------------------------------------------------------- REVENUE $ 1,245,617 1,187,119 - --------------------------------------------------------------------------------------------------------------------------- Operating expense 909,943 896,369 Freight under management expense 77,913 46,790 Year 2000 expense 5,088 - Depreciation expense, net of gains (1998 - $14,311; 1997 - $16,401) 146,758 144,810 Interest expense 48,408 47,318 Miscellaneous income (4,415) (3,562) - --------------------------------------------------------------------------------------------------------------------------- 1,183,695 1,131,725 - --------------------------------------------------------------------------------------------------------------------------- Earnings from continuing operations before income taxes 61,922 55,394 Provision for income taxes 24,648 22,943 - --------------------------------------------------------------------------------------------------------------------------- Earnings from continuing operations 37,274 32,451 Earnings from discontinued operations - 1,215 - --------------------------------------------------------------------------------------------------------------------------- NET EARNINGS $ 37,274 33,666 =========================================================================================================================== BASIC EARNINGS PER COMMON SHARE: Continuing operations $ 0.50 0.41 Discontinued operations - 0.02 - --------------------------------------------------------------------------------------------------------------------------- $ 0.50 0.43 =========================================================================================================================== DILUTED EARNINGS PER COMMON SHARE: Continuing operations $ 0.50 0.41 Discontinued operations - 0.02 - --------------------------------------------------------------------------------------------------------------------------- $ 0.50 0.43 =========================================================================================================================== Cash dividends per common share $ 0.15 0.15 =========================================================================================================================== See accompanying notes to consolidated condensed financial statements. Item 1. Financial Statements (continued) Ryder System, Inc. and Subsidiaries CONSOLIDATED CONDENSED BALANCE SHEETS - ----------------------------------------------------------------------------------------------------------------------------- March 31, December 31, (Dollars in thousands, except per share amounts) 1998 1997 - ----------------------------------------------------------------------------------------------------------------------------- ASSETS Current assets: Cash and cash equivalents $ 56,422 78,370 Receivables 612,100 625,955 Inventories 63,088 66,006 Tires in service 164,666 163,771 Deferred income taxes - 22,309 Prepaid expenses and other current assets 203,997 135,574 - ----------------------------------------------------------------------------------------------------------------------------- Total current assets 1,100,273 1,091,985 Revenue earning equipment 3,165,263 3,145,461 Operating property and equipment 583,075 581,705 Direct financing leases and other assets 442,667 414,932 Intangible assets and deferred charges 272,671 274,977 - ----------------------------------------------------------------------------------------------------------------------------- $ 5,563,949 5,509,060 ============================================================================================================================= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $ 209,720 301,361 Accounts payable 346,615 305,337 Accrued expenses 466,178 482,811 - ----------------------------------------------------------------------------------------------------------------------------- Total current liabilities 1,022,513 1,089,509 Long-term debt 2,365,100 2,267,554 Other non-current liabilities 352,543 365,264 Deferred income taxes 718,634 726,025 - ----------------------------------------------------------------------------------------------------------------------------- Total liabilities 4,458,790 4,448,352 - ----------------------------------------------------------------------------------------------------------------------------- Shareholders' equity: Common stock of $0.50 par value per share (shares outstanding at March 31, 1998 - 74,298,394; December 31, 1997 - 73,692,226) 345,242 328,117 Retained earnings 769,857 743,713 Accumulated other comprehensive income (9,940) (11,122) - ----------------------------------------------------------------------------------------------------------------------------- Total shareholders' equity 1,105,159 1,060,708 - ----------------------------------------------------------------------------------------------------------------------------- $ 5,563,949 5,509,060 ============================================================================================================================= See accompanying notes to consolidated condensed financial statements. Item 1. Financial Statements (continued) Ryder System, Inc. and Subsidiaries CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS - --------------------------------------------------------------------------------------------------------------------- Three months ended March 31, 1998 and 1997 (In thousands) 1998 1997 - --------------------------------------------------------------------------------------------------------------------- CONTINUING OPERATIONS CASH FLOWS FROM OPERATING ACTIVITIES: Earnings from continuing operations $ 37,274 32,451 Depreciation expense, net of gains 146,758 144,810 Amortization expense and other non-cash charges, net (533) 1,358 Deferred income taxes 14,247 19,929 Changes in operating assets and liabilities: Receivables 14,741 (22,231) Inventories 2,255 (2,902) Prepaid expenses and other current assets (68,123) (50,366) Other assets (622) (1,159) Accounts payable 38,657 18,757 Accrued expenses and other non-current liabilities (27,217) (50,366) - --------------------------------------------------------------------------------------------------------------------- 157,437 90,281 - --------------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES: Net change in commercial paper borrowings 135,410 51,220 Debt proceeds 9,107 7,618 Debt repaid, including capital lease obligations (140,151) (31,954) Common stock repurchased - (31,310) Common stock issued 14,564 4,884 Dividends on common stock (11,130) (11,575) - --------------------------------------------------------------------------------------------------------------------- 7,800 (11,117) - --------------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and revenue earning equipment (270,566) (245,797) Sales of property and revenue earning equipment 87,979 105,795 Acquisitions, net of cash acquired (4,933) (46,346) Other, net 335 9,217 - --------------------------------------------------------------------------------------------------------------------- (187,185) (177,131) - --------------------------------------------------------------------------------------------------------------------- NET CASH FLOWS FROM CONTINUING OPERATIONS (21,948) (97,967) NET CASH FLOWS FROM DISCONTINUED OPERATIONS - 3,068 - --------------------------------------------------------------------------------------------------------------------- DECREASE IN CASH AND CASH EQUIVALENTS (21,948) (94,899) Cash and cash equivalents at January 1 78,370 191,384 - --------------------------------------------------------------------------------------------------------------------- CASH AND CASH EQUIVALENTS AT MARCH 31 $ 56,422 96,485 ===================================================================================================================== See accompanying notes to consolidated condensed financial statements. ITEM 1. Financial Statements (continued) NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (A) INTERIM FINANCIAL STATEMENTS The accompanying unaudited consolidated condensed financial statements include the accounts of Ryder System, Inc. and subsidiaries (the "Company") and have been prepared by the Company in accordance with the accounting policies described in the 1997 Annual Report and should be read in conjunction with the consolidated financial statements and notes which appear in that report. These statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included and the disclosures herein are adequate to make the information presented not misleading. Operating results for interim periods are not necessarily indicative of the results that can be expected for a full year. Certain 1997 amounts have been reclassified to conform with the current year presentation. (B) EARNINGS PER SHARE INFORMATION Effective December 31, 1997, the Company adopted Statement of Financial Accounting Standards (FAS) No. 128, "Earnings per Share." This Statement requires the presentation of basic and diluted earnings per share (EPS). Basic EPS is computed by dividing net earnings by the weighted average number of common shares outstanding. Diluted EPS reflects the dilutive effect of potential common shares from securities such as stock options. All prior years EPS data has been restated to conform with the provisions of the new Statement. A reconciliation of the number of shares used in computing basic and diluted EPS follows (in thousands): For the three months ended March 31, 1998 1997 ------------------------------------------------------------------ Weighted average shares outstanding - Basic 73,971 77,607 Dilutive common stock equivalents from option and purchase plans 1,035 1,141 ------------------------------------------------------------------ Weighted average shares outstanding - Diluted 75,006 78,748 ================================================================== At March 31, 1998 and 1997, options to purchase approximately 1,228,000 and 210,000 shares of common stock, respectively, were outstanding but were not included in the computation of diluted EPS because the options' exercise prices were greater than the average market price of the common shares during the respective periods. (C) COMPREHENSIVE INCOME On January 1, 1998, the Company adopted FAS No. 130, "Reporting Comprehensive Income." Comprehensive income presents a measure of all changes in shareholders' equity except for changes resulting from transactions with shareholders in their capacity as shareholders. The Company's total comprehensive income presently consists of net earnings and currency translation adjustments associated with foreign operations which use the local currency as their functional currency. Total comprehensive income for the three months ended March 31, 1998 and 1997 was $38.5 million and $29.1 million, respectively. The Statement also requires the separate presentation of the accumulated balance of comprehensive income other than net earnings in the Consolidated Condensed Balance Sheets. (D) SALE OF AUTOMOTIVE CARRIER BUSINESS On September 30, 1997, the Company completed the sale of its automotive carrier business. Accordingly, the Company's automotive carrier business has been reported as a discontinued operation for all periods presented in the accompanying Consolidated Condensed Statements of Earnings and Cash Flows. Revenue of the automotive carrier business for the three months ended March 31, 1997 was $153.1 million and earnings before income taxes were $1.8 million. KPMG PEAT MARWICK LLP CERTIFIED PUBLIC ACCOUNTANTS One Biscayne Tower Telephone 305-358-2300 Suite 2900 Telecopier 305-577-0544 2 South Biscayne Boulevard Miami, FL 33131 INDEPENDENT ACCOUNTANTS' REVIEW REPORT The Board of Directors and Shareholders Ryder System, Inc.: We have reviewed the accompanying consolidated condensed balance sheet of Ryder System, Inc. and subsidiaries as of March 31, 1998, and the related consolidated condensed statements of earnings and cash flows for the three months ended March 31, 1998 and 1997. These consolidated condensed financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the consolidated condensed financial statements referred to above for them to be in conformity with generally accepted accounting principles. We have previously audited, in accordance with generally accepted auditing standards, the consolidated balance sheet of Ryder System, Inc. and subsidiaries as of December 31, 1997, and the related consolidated statements of operations and cash flows for the year then ended (not presented herein); and in our report dated February 4, 1998, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated condensed balance sheet as of December 31, 1997, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived. KPMG PEAT MARWICK LLP Miami, Florida April 21, 1998 ITEM 2. Management's Discussion and Analysis of Results of Operations and Financial Condition -- Three months ended March 31, 1998 and 1997 OVERVIEW The following discussion should be read in conjunction with the unaudited consolidated condensed financial statements and notes thereto included under Item 1. In addition, reference should be made to the Company's audited consolidated financial statements and notes thereto and related Management's Discussion and Analysis of Financial Condition and Results of Operations included in the Company's most recent Annual Report on Form 10-K. The Company's primary business units consist of integrated logistics, transportation services (which primarily provides full service truck leasing and commercial truck rental in the United States and Canada), the International Division (which provides full service truck leasing and integrated logistics in Europe, South America and Mexico) and public transportation services. On September 30, 1997, the Company completed the sale of its automotive carrier business. In the accompanying consolidated condensed statements of earnings and cash flows, the automotive carrier business has been reported as a discontinued operation (see "Notes to Consolidated Condensed Financial Statements"). The Company reported earnings from continuing operations before income taxes of $62 million in the first quarter of 1998, compared with $55 million in last year's first quarter. 1998 results included incremental pretax expenses of $5 million associated with the Company's initiative to modify computer information systems to be Year 2000 compliant. Excluding Year 2000 costs, earnings from continuing operations before income taxes were 21% higher in the first quarter of 1998 compared with the same period last year. All of the Company's business units contributed to the improved results. In addition, first quarter results included gains of $6.7 million from the sale of properties and the reinsurance of certain vehicle-related liabilities. Results in the first quarter of 1997 also included gains of $2.2 million from the sale of properties. Earnings from continuing operations in the first quarter of 1998 were $37 million, or $0.50 per diluted common share, compared with $32 million, or $0.41 per diluted common share, in the first quarter of 1997. Excluding Year 2000 costs, earnings from continuing operations were $40 million, or $0.54 per diluted common share, a per-share increase of 32% compared with the same period last year. This growth rate exceeds the earnings growth rate because the Company's stock repurchase programs reduced the average number of diluted shares outstanding in the first quarter of 1998 almost 5% from the same 1997 period. Total revenue increased 5% in the first quarter of 1998, compared with the same period in 1997, led by integrated logistics, International Division and public transportation. These increases were somewhat offset by lower fuel revenue in transportation services associated primarily with declining fuel prices. Excluding fuel, transportation services revenue increased 2% in the first three months of 1998 compared with the same period in 1997. ITEM 2. Management's Discussion and Analysis of Results of Operations and Financial Condition (continued) -- Three months ended March 31, 1998 and 1997 Operating expense increased 2% in the first quarter of 1998 compared with the first quarter of 1997. The increase is primarily attributable to higher compensation, including driver rental costs, workers' compensation costs, and maintenance costs as a result of higher business volumes. These increases were substantially offset by lower fuel costs. Operating expense as a percentage of revenue decreased to 73% in the first quarter of 1998 from 76% for the comparable 1997 period. The decrease is attributable primarily to lower fuel costs. Freight under management expense which represents subcontracted freight costs on logistics contracts where the Company purchases transportation, increased $31 million, or 67%, in the first quarter of 1998 compared with the same period in 1997. Freight under management expense as a percentage of revenue also increased to 6% in the first quarter of 1998 from 4% for the comparable 1997 period. These increases reflect the growth in integrated logistics contracts experienced during the latter half of 1997. Depreciation expense (before gains on vehicle sales) was about the same in the first quarter of 1998 compared with the first quarter of 1997. Gains on vehicle sales decreased $2 million, or 13%, in the first quarter of 1998 compared with the same period last year due to lower average gains per vehicle sold. The reduced average gains reflect a changing mix of vehicles sold. As a percentage of revenue, depreciation expense, net of gains on vehicle sales, remained at 12% in the first quarter of 1998 and 1997. Interest expense increased $1 million, or 2%, in the first quarter of 1998 compared with the same period in 1997, due to higher average outstanding debt levels partially offset by slightly lower average interest rates. Miscellaneous income was $4.4 million in the first quarter of 1998 compared with $3.6 million in the first quarter of 1997. The improvement in 1998 was due primarily to increased gains on sales of facilities and properties. The Company's effective tax rate for continuing operations in the first quarter of 1998 was 39.8% compared with 41.4% in the same 1997 period. The lower 1998 effective tax rate resulted primarily from a reduction in the corporate income tax rate in the United Kingdom and lower state income taxes. ITEM 2. Management's Discussion and Analysis of Results of Operations and Financial Condition (continued) -- Three months ended March 31, 1998 and 1997 The Company is continuing to work to modify computer information systems to be Year 2000 compliant (properly read dates, perform calculations and continue to perform business critical functions when the calendar year changes to the year 2000) or to replace noncompliant systems. Pretax incremental Year 2000 expenses totaled $5 million in the first quarter of 1998 ($3 million after tax). See the Company's 1997 Annual Report for a further discussion. BUSINESS UNIT PERFORMANCE Revenue from integrated logistics increased 14% in the first quarter of 1998 compared with the same 1997 period, primarily due to expansion of revenue with existing customers and start-up of business sold in the previous year. The largest component of growth came from contracts for which integrated logistics provides freight under management services. Operating revenue (which excludes freight under management expense) increased 5% in the first quarter of 1998 compared with the same 1997 period. In 1997, sales of new logistics contracts lagged previous years. As a result, revenue growth for this product line will be lower than growth rates experienced in 1997. However, the Company believes that improved sales force capabilities, industry segmentation, and the ability to leverage rapidly emerging logistics technologies and alliances to enhance service offerings will result in renewed growth in sales of new logistics contracts in 1998, followed by higher revenue growth rates in the latter half of 1998. Revenue from transportation services decreased 4% in the first quarter of 1998 compared with the same period in 1997 due to decreased fuel revenue. Full service truck leasing revenue (excluding fuel) was slightly lower in the first quarter of 1998, primarily the result of lower levels of new business sales in 1997 and selected non-renewal of lower margin business, as the Company has become more selective in signing new business in accordance with specified Economic Value Added (EVA) criteria adopted in 1997. New lease sales in the first quarter of 1998 were at record levels and significantly ahead of new lease sales in the same period of 1997; however, due to extended manufacturers' delivery times for new vehicle purchases which delay the period for lease revenue recognition, management does not expect such sales to result in renewed revenue growth until the latter half of 1998. Commercial truck rental revenue increased 11% in the first quarter of 1998, compared with the same period in 1997, due to higher utilization of a slightly larger fleet. Higher utilization reflects, in part, increased demand from full service lease customers requiring additional vehicles during peak periods and while awaiting delivery of new full service lease vehicles. Fuel revenue decreased 21% in the first quarter of 1998 compared with the same period in 1997 as a result of lower fuel prices and to a lesser extent, lower fuel volume. Other transportation services revenue, consisting of third-party maintenance, trailer rentals and other ancillary revenue to support product lines, increased 2% in the first quarter of 1998 compared with the first quarter of 1997. ITEM 2. Management's Discussion and Analysis of Results of Operations and Financial Condition (continued) -- Three months ended March 31, 1998 and 1997 International Division revenue was 25% higher in the first quarter of 1998 compared with the same 1997 period, due primarily to new logistics contracts including the British Airways ground equipment maintenance contract in the United Kingdom, which commenced in the second quarter of 1997, and growth in the Division's expanding operations in Argentina. Revenue from public transportation services increased 11% in the first quarter of 1998, compared with the same period last year. The revenue growth was primarily achieved from expansion of existing contracts and contributions from new contracts, as well as 1997 acquisitions. Operating margin (revenue less direct operating expenses, freight under management expense, depreciation and interest expense) and operating margin as a percentage of revenue from integrated logistics were about the same in the first quarter of 1998 compared with the first quarter of 1997. However, overhead spending was lower in the first quarter of 1998 resulting in increased pretax margins on a quarter-over-quarter basis. Full service truck leasing operating margin and operating margin as a percentage of revenue were also about the same in the first quarter of 1998 as compared with the same 1997 period, as improved pricing on new lease sales was offset by higher vehicle maintenance costs. Commercial truck rental operating margin and operating margin as a percentage of revenue were significantly higher in the first quarter of 1998, compared with the same 1997 period, due primarily to higher vehicle utilization. In public transportation services, operating margin was higher in the first quarter of 1998 compared with the same period in 1997, in conjunction with revenue growth. Operating margin as a percentage of revenue in the first quarter of 1998 was about the same as in the first quarter of 1997 as lower vehicle liability costs were offset by increased maintenance associated with several transit contracts at Ryder/ATE. International Division operating margin was higher in the first quarter of 1998 compared with the same period in 1997 as a result of revenue growth, while margin as a percentage of revenue was slightly lower due to a change in product mix in the United Kingdom. CORPORATE ADMINISTRATIVE EXPENSE AND OTHER Corporate administrative expense and other totaled $1 million of income in the first quarter of 1998, compared with $5 million of expense in the first quarter of 1997. The 1998 results include gains of $6.7 million from the sale of properties and the reinsurance of certain vehicle-related liabilities. ITEM 2. Management's Discussion and Analysis of Results of Operations and Financial Condition (continued) -- Three months ended March 31, 1998 and 1997 LIQUIDITY AND CAPITAL RESOURCES Total capital expenditures, excluding acquisitions, related to continuing operations were $271 million in the first quarter of 1998, compared with $246 million in the first quarter of 1997. Expenditures for full service lease were higher in the first quarter of 1998, as compared with the first quarter of 1997, reflecting the growth in new lease sales. Commercial rental expenditures were also higher due primarily to planned fleet replacement and positioning to meet expected demand levels. Expenditures for the International Division in the first quarter of 1998 remained at about the same level as in the first quarter of 1997, reflecting an increase in expenditures for operating property and equipment offset by a decrease in expenditures for full service lease vehicles in the United Kingdom. Expenditures for public transportation in the first quarter of 1998 decreased compared to the same period in 1997 due primarily to the timing of fleet replacement. Total capital expenditures, excluding acquisitions, for all of 1998 are expected to be approximately $1.3 billion. Cash paid for acquisitions totaled $5 million in the first quarter of 1998 compared with $46 million in the same 1997 period. During March 1998, the Company acquired the assets of Medicine Lake Bus Company, a student and municipal transportation services provider in Minnesota. The acquisition added 370 buses to the student transportation services fleet with annualized revenue estimated at $15 million. The Company will continue to evaluate strategic acquisition opportunities as a means of strengthening its core contractual businesses. Cash flow from continuing operating activities in the first quarter of 1998 was $157 million, compared with $90 million in the same period last year. The increase resulted from lower working capital needs, including reduced receivables due to improved collections, increased accounts payable for vehicle purchases due to the timing of new lease sales and vehicle deliveries, and lower requirements for accrued expenses as 1997 activity reflected payments associated with restructuring activities initiated in 1996, all of which more than offset increased prepaid expenses and other current assets primarily for licensing and employee benefit costs. Cash flow from continuing operating activities plus asset sales as a percentage of capital expenditures was 91% in the first quarter of 1998, compared with 80% in the same period last year, primarily as a result of increased cash flow from operating activities. ITEM 2. Management's Discussion and Analysis of Results of Operations and Financial Condition (continued) -- Three months ended March 31, 1998 and 1997 Total debt at March 31, 1998 was $2.6 billion, relatively unchanged from the balance at December 31, 1997. During the first quarter of 1998, the Company made scheduled unsecured note payments of $122 million. U.S. commercial paper outstanding at March 31, 1998 increased to $472 million, compared with $340 million at December 31, 1997, primarily to fund scheduled debt maturities. The Company's foreign debt at March 31, 1998 remained relatively unchanged from December 31, 1997. The Company's debt to equity ratio at March 31, 1998 was lowered to 233% compared with 242% at December 31, 1997. The ratio of debt to tangible equity at March 31, 1998 was 302% compared with 318% at December 31, 1997. The Company's percentage of variable-rate financing obligations was approximately 30% at March 31, 1998, which is within the Company's targeted level of 25%-30% but higher than 27% at December 31, 1997. The Company expects this percentage to trend downward over the next several quarters. The Company had contractual lines of credit totaling $726 million at March 31, 1998, of which $207 million was available. The Company may also issue up to $268 million of debt securities available under a shelf registration statement filed in 1995. On April 29, 1998, Moody's Investors Service lowered its senior unsecured debt rating of the Company to Baa1 from A3 and assigned a Baa1 rating to the Company's $720 million Global Revolving Credit Agreement. Moody's Investors Service affirmed the Company's P2 rating for commercial paper. As of March 31, 1998, Standard and Poor's Ratings Group and Duff and Phelps continued to maintain ratings of BBB+ and A, respectively, for the Company's unsecured debt and A2 and D1, respectively, for commercial paper. During April 1998, the Company completed a six-million-share buyback program, announced in July 1997, through the repurchase of 800,000 shares of common stock at an average price of approximately $36.60 per common share. The Company utilized cash flow from operating activities and commercial paper borrowings to fund these purchases. On May 1, 1998, the Company's Board of Directors authorized the Company to repurchase up to three million shares of common stock in the open market and through private purchases in order to satisfy requirements under the Company's incentive stock plans. ITEM 2. Management's Discussion and Analysis of Results of Operations and Financial Condition (continued) -- Three months ended March 31, 1998 and 1997 RECENT ACCOUNTING PRONOUNCEMENTS In June 1997, the Financial Accounting Standards Board issued FAS No. 131, "Disclosures about Segments of an Enterprise and Related Information." This Statement establishes standards for reporting information about a company's operating segments and related disclosures about its products, services, geographic areas of operations and major customers. This Statement will be adopted by the Company in 1998 year-end financial statements and will not impact the Company's results of operations or financial position. In March 1998, the American Institute of Certified Public Accountants (AICPA) issued Statement of Position (SOP) 98-1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use," which is effective for fiscal years beginning after December 15, 1998. The Statement outlines the accounting treatment for certain costs related to the development or purchase of software to be used internally and requires that costs incurred during the preliminary project and post-implementation/operation stages be expensed, and costs incurred during the application development stage be capitalized and amortized over the estimated useful life of the software. Costs incurred prior to initial application of the Statement cannot be adjusted to the amounts that would have been capitalized had the Statement been in effect when those costs were incurred. Adoption of this Statement is not expected to have a material impact on the Company's results of operations or financial position. In April 1998, the AICPA issued SOP 98-5, "Reporting on the Costs of Start-up Activities." SOP 98-5, which is effective for fiscal years beginning after December 15, 1998, requires that all costs of start-up activities, including organization costs, be expensed as incurred. The impact of adoption of SOP 98-5 should be reported as the cumulative effect of a change in accounting principle. Adoption of this Statement is not expected to have a material impact on the Company's results of operations or financial position. FORWARD-LOOKING STATEMENTS This management's discussion and analysis of results of operations and financial condition contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the current plans and expectations of Ryder System, Inc. and involve risks and uncertainties that could cause actual future events and results of operations to be materially different from those in the forward-looking statements. Important factors that could cause such differences include, among others, greater than expected expenses associated with the Company's personnel needs or activities, the competitive pricing environment applicable to the Company's operations or changes in government regulations. ITEM 2. Management's Discussion and Analysis of Results of Operations and Financial Condition (continued) -- Three months ended March 31, 1998 and 1997 SELECTED FINANCIAL AND OPERATIONAL DATA (Dollars in thousands) 1998 1997* - ------------------------------------------------------------------------------------------- BUSINESS UNITS Revenue: Transportation services: Full service lease and programmed maintenance $ 393,594 396,002 Commercial rental 101,199 91,579 Fuel 138,288 174,396 Other 64,960 63,728 ------------ ------------ 698,041 725,705 Integrated logistics 361,012 316,213 International Division 122,994 98,362 Public transportation 153,099 137,375 Eliminations and other (89,529) (90,536) ------------ ------------ Total 1,245,617 1,187,119 ------------ ------------ Operating expense 906,303 890,433 Freight under management expense 77,913 46,790 Year 2000 expense 5,071 - Depreciation expense 160,482 160,727 Gains on sale of revenue earning equipment (14,311) (16,401) Interest expense 48,772 48,124 Miscellaneous expense (income), net 598 (2,785) ------------ ------------ Earnings before income taxes from business units 60,789 60,231 CORPORATE ADMINISTRATIVE EXPENSE AND OTHER 1,133 (4,837) ------------ ------------ EARNINGS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES $ 61,922 55,394 ============ ============ Fleet size (owned and leased including international): Full service lease 115,117 112,930 Commercial rental 36,202 35,992 Buses operated or managed 14,860 14,447 Transportation services locations 964 1,074 - ------------------------------------------------------------------------------------------- * Certain prior year amounts have been reclassified to conform with current year presentation. ITEM 6. Exhibits and Reports on Form 8-K: (a) EXHIBITS (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. (15) Letter regarding unaudited interim financial statements. (27) Financial data schedule (for SEC use only). (b) REPORTS ON FORM 8-K There were no reports on Form 8-K filed by the Registrant during the period covered by this report. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. RYDER SYSTEM, INC. (Registrant) Date: May 14, 1998 /S/ EDWIN A. HUSTON --------------------------------------- Edwin A. Huston Senior Executive Vice President-Finance and Chief Financial Officer (Principal Financial Officer) Date: May 14, 1998 /S/ GEORGE P. SCANLON ---------------------------------------- George P. Scanlon Vice President - Planning and Controller (Principal Accounting Officer) EXHIBIT INDEX EXHIBIT DESCRIPTION - ------- ----------- (15) Letter regarding unaudited interim financial statements. (27) Financial Data Schedule (for SEC use only).