Ryder 3rd Quarter 2013 10-Q

 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2013
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 Number: 1-4364

RYDER SYSTEM, INC.
(Exact name of registrant as specified in its charter)
 
Florida
59-0739250
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
 
 
11690 N.W. 105th Street
 
Miami, Florida 33178
(305) 500-3726
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES þ        NO ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES þ        NO ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer þ
Accelerated filer ¨
Non-accelerated filer ¨
Smaller reporting company ¨
 
(Do not check if a smaller reporting company)
 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) ¨ YES   þ NO

The number of shares of Ryder System, Inc. Common Stock ($0.50 par value per share) outstanding at September 30, 2013 was 52,593,266.
 
 
 
 
 




RYDER SYSTEM, INC.
FORM 10-Q QUARTERLY REPORT
TABLE OF CONTENTS
 
 
 
 
 
 
Page No.  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


i



PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

RYDER SYSTEM, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
(unaudited)

 
 
Three months ended September 30,
 
Nine months ended September 30,
 
2013
 
2012
 
2013
 
2012
 
(In thousands, except per share amounts)
Lease and rental revenues
$
709,039

 
693,912

 
$
2,056,795

 
2,007,393

Services revenue
718,292

 
667,399

 
2,115,419

 
2,021,284

Fuel services revenue
207,209

 
211,984

 
629,342

 
644,754

Total revenues
1,634,540

 
1,573,295

 
4,801,556

 
4,673,431

 
 
 
 
 
 
 
 
Cost of lease and rental
486,197

 
481,240

 
1,429,845

 
1,414,456

Cost of services
597,896

 
557,495

 
1,775,554

 
1,697,773

Cost of fuel services
203,369

 
207,689

 
618,288

 
632,599

Other operating expenses
32,728

 
32,966

 
103,987

 
100,881

Selling, general and administrative expenses
195,218

 
183,713

 
580,873

 
568,027

Gains on vehicle sales, net
(22,488
)
 
(23,147
)
 
(68,691
)
 
(67,684
)
Interest expense
33,967

 
34,879

 
102,322

 
105,266

Miscellaneous income, net
(3,447
)
 
(1,424
)
 
(11,592
)
 
(7,245
)
Restructuring and other (recoveries) charges, net
(298
)
 
74

 
(298
)
 
8,081

 
1,523,142

 
1,473,485

 
4,530,288

 
4,452,154

Earnings from continuing operations before income taxes
111,398

 
99,810

 
271,268

 
221,277

Provision for income taxes
37,523


35,499

 
94,016


75,323

Earnings from continuing operations
73,875


64,311

 
177,252


145,954

(Loss) earnings from discontinued operations, net of tax
(2,808
)
 
10,780

 
(4,067
)
 
10,181

Net earnings
$
71,067

 
75,091

 
$
173,185

 
156,135

 
 
 
 
 
 
 
 
Earnings (loss) per common share — Basic
 
 
 
 
 
 
 
Continuing operations
$
1.41

 
1.26

 
$
3.42

 
2.86

Discontinued operations
(0.05
)
 
0.21

 
(0.08
)
 
0.20

Net earnings
$
1.36

 
1.47

 
$
3.34

 
3.06

 
 
 
 
 
 
 
 
Earnings (loss) per common share — Diluted
 
 
 
 
 
 
 
Continuing operations
$
1.40

 
1.26

 
$
3.39

 
2.84

Discontinued operations
(0.05
)
 
0.21

 
(0.08
)
 
0.20

Net earnings
$
1.35

 
1.47

 
$
3.31

 
3.04

 
 
 
 
 
 
 
 
Cash dividends declared per common share
$
0.34

 
0.31

 
$
0.96

 
0.89

See accompanying notes to consolidated condensed financial statements.

1


                        
RYDER SYSTEM, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited)

    
    
 
Three months ended September 30,
 
Nine months ended September 30,
 
2013
 
2012
 
2013
 
2012
 
(In thousands)
 
 
 
 
 
 
 
 
Net earnings
$
71,067

 
75,091

 
$
173,185

 
156,135

 
 
 
 
 
 
 
 
Other comprehensive income (loss):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Change in cumulative translation adjustment and other, before and after tax
31,564

 
25,310

 
(18,379
)
 
31,173

 
 
 
 
 
 
 
 
Amortization of pension and postretirement items
8,266

 
7,170

 
24,800

 
21,496

Income tax expense related to amortization of pension and postretirement items
(2,927
)
 
(2,512
)
 
(8,644
)
 
(7,545
)
Amortization of pension and postretirement items, net of taxes
5,339

 
4,658

 
16,156

 
13,951

 
 
 
 
 
 
 
 
Change in net actuarial loss

 

 
(5,762
)
 
(4,081
)
Income tax benefit related to change in net actuarial loss

 

 
2,048

 
1,534

Change in net actuarial loss, net of taxes

 

 
(3,714
)
 
(2,547
)
 
 
 
 
 
 
 
 
Other comprehensive income (loss), net of taxes
36,903

 
29,968

 
(5,937
)
 
42,577

 
 
 
 
 
 
 
 
Comprehensive income
$
107,970

 
105,059

 
$
167,248

 
198,712


See accompanying notes to consolidated condensed financial statements.




2



RYDER SYSTEM, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(unaudited)
 
 
September 30,
2013
 
December 31,
2012
 
(Dollars in thousands, except per
share amount)
Assets:
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
74,936


66,392

Receivables, net
798,066


775,765

Inventories
64,035


64,146

Prepaid expenses and other current assets
162,454


133,934

Total current assets
1,099,491

 
1,040,237

Revenue earning equipment, net of accumulated depreciation of $3,533,169 and
   $3,514,910, respectively
6,172,778


5,754,608

Operating property and equipment, net of accumulated depreciation of $992,002 and
   $966,220, respectively
626,229


624,853

Goodwill
384,010


384,216

Intangible assets
74,335


80,475

Direct financing leases and other assets
450,959


434,590

Total assets
$
8,807,802


8,318,979

 
 
 
 
Liabilities and shareholders’ equity:
 
 
 
Current liabilities:
 
 
 
Short-term debt and current portion of long-term debt
$
350,954


367,975

Accounts payable
442,076


398,983

Accrued expenses and other current liabilities
481,237


505,707

Total current liabilities
1,274,267

 
1,272,665

Long-term debt
3,686,038


3,452,821

Other non-current liabilities
931,544


948,932

Deferred income taxes
1,260,497


1,177,074

Total liabilities
7,152,346

 
6,851,492

 
 
 
 
Shareholders’ equity:
 
 
 
Preferred stock of no par value per share — authorized, 3,800,917; none outstanding,
   September 30, 2013 or December 31, 2012

 

Common stock of $0.50 par value per share — authorized, 400,000,000; outstanding,
   September 30, 2013 — 52,593,266; December 31, 2012 — 51,371,696
26,297

 
25,686

Additional paid-in capital
878,540

 
808,230

Retained earnings
1,344,175

 
1,221,190

Accumulated other comprehensive loss
(593,556
)
 
(587,619
)
Total shareholders’ equity
1,655,456


1,467,487

Total liabilities and shareholders’ equity
$
8,807,802


8,318,979

See accompanying notes to consolidated condensed financial statements.

3



RYDER SYSTEM, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)

 
Nine months ended September 30,
 
2013
 
2012
 
(In thousands)
Cash flows from operating activities from continuing operations:
 
 
 
Net earnings
$
173,185

 
156,135

Less: (Loss) earnings from discontinued operations, net of tax
(4,067
)
 
10,181

Earnings from continuing operations
177,252

 
145,954

Depreciation expense
707,783

 
698,516

Gains on vehicle sales, net
(68,691
)
 
(67,684
)
Share-based compensation expense
14,264

 
14,186

Amortization expense and other non-cash charges, net
43,088

 
37,025

Deferred income tax expense
81,949

 
67,191

Changes in operating assets and liabilities, net of acquisitions:
 
 
 
Receivables
(34,867
)
 
(12,311
)
Inventories
(461
)
 
(836
)
Prepaid expenses and other assets
(23,737
)
 
2,457

Accounts payable
42,664

 
(1,827
)
Accrued expenses and other non-current liabilities
(49,209
)
 
(115,146
)
Net cash provided by operating activities from continuing operations
890,035

 
767,525

 
 
 
 
Cash flows from financing activities from continuing operations:
 
 
 
Net change in commercial paper borrowings
284,481


(46,485
)
Debt proceeds
257,677


745,755

Debt repaid, including capital lease obligations
(323,300
)

(229,042
)
Dividends on common stock
(49,855
)
 
(45,458
)
Common stock issued
54,617

 
18,503

Common stock repurchased

 
(26,920
)
Excess tax benefits from share-based compensation
4,915

 
986

Debt issuance costs
(2,144
)
 
(4,513
)
Net cash provided by financing activities from continuing operations
226,391

 
412,826

 
 
 
 
Cash flows from investing activities from continuing operations:
 
 
 
Purchases of property and revenue earning equipment
(1,495,824
)
 
(1,694,822
)
Sales of revenue earning equipment
330,766

 
304,857

Sale and leaseback of revenue earning equipment

 
130,184

Sales of operating property and equipment
5,847

 
5,088

Acquisitions
(1,858
)
 
(3,780
)
Collections on direct finance leases
54,841

 
51,091

Changes in restricted cash
(14,756
)
 
19,306

Insurance recoveries
8,173

 

Net cash used in investing activities from continuing operations
(1,112,811
)
 
(1,188,076
)
 
 
 
 
Effect of exchange rate changes on cash
9,187

 
1,508

Increase (decrease) in cash and cash equivalents from continuing operations
12,802

 
(6,217
)
 
 
 
 
Cash flows from discontinued operations:
 
 
 
Operating cash flows
(4,363
)
 
(2,692
)
Effect of exchange rate changes on cash
105

 
24

Decrease in cash and cash equivalents from discontinued operations
(4,258
)
 
(2,668
)
 
 
 
 
Increase (decrease) in cash and cash equivalents
8,544

 
(8,885
)
Cash and cash equivalents at January 1
66,392

 
104,572

Cash and cash equivalents at September 30
$
74,936

 
95,687

See accompanying notes to consolidated condensed financial statements.

4




RYDER SYSTEM, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENT OF SHAREHOLDERS’ EQUITY
(unaudited)
 
 
Preferred
Stock
 
 
 
Common Stock
 
Additional
Paid-In
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Loss
 
Total
 
Amount
 
Shares
 
Par
 
 
(Dollars in thousands, except per share amount)
Balance at December 31, 2012
$

 
51,371,696

 
$
25,686

 
808,230

 
1,221,190

 
(587,619
)
 
1,467,487

Net earnings

 

 

 

 
173,185

 

 
173,185

Other comprehensive loss

 

 

 

 

 
(5,937
)
 
(5,937
)
Comprehensive income
 
 
 
 
 
 
 
 
 
 
 
 
167,248

Common stock dividends declared — $0.96 per share

 

 

 

 
(50,200
)
 

 
(50,200
)
Common stock issued under employee stock option and stock purchase plans (1)

 
1,216,330

 
608

 
53,607

 

 

 
54,215

Benefit plan stock sales (2)

 
5,240

 
3

 
399

 

 

 
402

Share-based compensation

 

 

 
14,264

 

 

 
14,264

Tax benefits from share-based compensation

 

 

 
2,040

 

 

 
2,040

Balance at September 30, 2013
$

 
52,593,266

 
$
26,297

 
878,540

 
1,344,175

 
(593,556
)
 
1,655,456

————————————
(1)Net of common shares delivered as payment for the exercise price or to satisfy the option holders’ withholding tax liability upon exercise of options.
(2)Represents open-market transactions of common shares by the trustee of Ryder’s deferred compensation plans.
See accompanying notes to consolidated condensed financial statements.

5


RYDER SYSTEM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(unaudited)


(A) INTERIM FINANCIAL STATEMENTS

The accompanying unaudited Consolidated Condensed Financial Statements include the accounts of Ryder System, Inc. (Ryder) and all entities in which Ryder has a controlling voting interest (“subsidiaries”) and variable interest entities (VIEs) required to be consolidated in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The accompanying unaudited Consolidated Condensed Financial Statements have been prepared in accordance with the accounting policies described in our 2012 Annual Report on Form 10-K and should be read in conjunction with the Consolidated Financial Statements and notes thereto. These financial statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement have been included and the disclosures herein are adequate. The operating results for interim periods are unaudited and are not necessarily indicative of the results that can be expected for a full year. Prior year amounts have been reclassified to conform to the current period presentation. These reclassifications were immaterial to the financial statements taken as a whole.


(B) RECENT ACCOUNTING PRONOUNCEMENTS

In July 2013, the Financial Accounting Standards Board (FASB) issued accounting guidance on the balance sheet presentation of an unrecognized tax benefit when a net operating loss carryforward exists. Under this guidance, an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Other than the change in presentation within the Consolidated Balance Sheet, this accounting guidance will not have an impact on our consolidated financial position, results of operations or cash flows.


(C) ACQUISITIONS

Euroway Ltd. — On August 1, 2012, we acquired all of the common stock of Euroway Ltd., a U.K.-based, full service leasing, rental and maintenance company for a purchase price of $2.4 million and assumed capital lease obligations and debt of $20.3 million. Approximately $1.6 million of the stock purchase price has been paid, and the majority of the capital lease obligations have been repaid as of September 30, 2013. The purchase price includes $0.5 million in contingent consideration to be paid to the seller provided certain conditions are met. As of September 30, 2013, the fair value of the contingent consideration has been reflected in “Accrued expenses and other current liabilities” in our Consolidated Condensed Balance Sheet. See Note (N), “Fair Value Measurements,” for additional information. The acquisition included Euroway's fleet of approximately 560 full service lease vehicles as well as 800 contract maintenance vehicles. As of September 30, 2013, goodwill and customer relationship intangibles related to the Euroway acquisition were $6.4 million and $2.8 million, respectively. The combined network operates under the Ryder name, complementing our FMS business segment coverage in the U.K.

During the nine months ended September 30, 2013 and September 30, 2012, we paid $1.9 million and $3.8 million, respectively, related to acquisitions.


(D) DISCONTINUED OPERATIONS

In 2009, we ceased SCS service operations in Brazil, Argentina, Chile and European markets. Accordingly, results of these operations, financial position and cash flows are separately reported as discontinued operations for all periods presented either in the Consolidated Condensed Financial Statements or notes thereto.

6

RYDER SYSTEM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)
(unaudited)


Summarized results of discontinued operations were as follows:
 
Three months ended September 30,
 
Nine months ended September 30,
 
2013
 
2012
 
2013
 
2012
 
(In thousands)
Pre-tax loss from discontinued operations
$
(2,809
)
 
(460
)
 
$
(4,008
)
 
(969
)
Income tax benefit (expense)
1

 
11,240

 
(59
)
 
11,150

(Loss) earnings from discontinued operations, net of tax
$
(2,808
)
 
10,780

 
$
(4,067
)
 
10,181


Results of discontinued operations in 2013 and 2012 reflected losses related to adverse legal developments and professional and administrative fees associated with our discontinued South American operations. As previously disclosed, we were assessed $4.7 million (before and after tax) in prior years for certain state operating tax credits utilized between 2001 and 2003. During the three months ended September 30, 2013, we received an adverse tax ruling related to this matter. We incurred and paid $2.3 million to the Brazilian tax authority to settle all of these state operating tax credit assessments. Results of discontinued operations in the three and nine months ended September 30, 2012 also included a tax benefit of $11.3 million resulting from the expiration of a statute of limitations.

The following is a summary of assets and liabilities of discontinued operations:
 
September 30,
2013
 
December 31,
2012
 
(In thousands)
Total assets, primarily deposits
$
4,096

 
4,460

Total liabilities, primarily contingent accruals
$
4,870

 
5,329


Although we discontinued our South American operations in 2009, we continue to be party to various federal, state and local legal proceedings involving labor matters, tort claims and tax assessments. We have established loss provisions for any matters where we believe a loss is probable and can be reasonably estimated. Other than with respect to the matters discussed below, for matters where a reserve has not been established and for which we believe a loss is reasonably possible, as well as for matters where a reserve has been recorded but for which an exposure to loss in excess of the amount accrued is reasonably possible, we believe that such losses will not have a material effect on our consolidated financial statements.

In Brazil, we were assessed $4.8 million (before and after tax) in prior years for various federal income taxes and social contribution taxes for the 1997 and 1998 tax years. We have successfully overturned these federal tax assessments in the lower courts; however, there is a reasonable possibility that these rulings could be reversed and we would be required to pay the assessments. We believe it is more likely than not that our position will ultimately be sustained if appealed and no amounts have been reserved for these matters. We are entitled to indemnification for a portion of any resulting liability on these federal tax claims which, if honored, would reduce the estimated loss.


(E) SHARE-BASED COMPENSATION PLANS

Share-based incentive awards are provided to employees under the terms of various share-based compensation plans (collectively, the “Plans”). The Plans are administered by the Compensation Committee of the Board of Directors. Awards under the Plans principally include at-the-money stock options, nonvested stock and cash awards. Nonvested stock awards include grants of market-based, performance-based, and time-vested restricted stock rights. Under the terms of our Plans, dividends may be paid on our stock options and nonvested stock awards. We have historically paid dividends on nonvested stock awards but not on our stock option awards. Dividends on nonvested stock granted after 2011 are not paid unless the award vests. Upon vesting, the amount of the dividends paid is equal to the aggregate dividends declared on common shares during the period from the date of grant of the award until the date the shares underlying the award are delivered.

7

RYDER SYSTEM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)
(unaudited)


The following table provides information on share-based compensation expense and income tax benefits recognized during the periods:
 
Three months ended September 30,
 
Nine months ended September 30,
 
2013
 
2012
 
2013
 
2012
 
(In thousands)
Stock option and stock purchase plans
$
1,753

 
2,554

 
$
6,056

 
7,192

Nonvested stock
2,909

 
2,547

 
8,208

 
6,994

Share-based compensation expense
4,662

 
5,101

 
14,264

 
14,186

Income tax benefit
(1,549
)
 
(1,637
)
 
(4,876
)
 
(4,643
)
Share-based compensation expense, net of tax
$
3,113

 
3,464

 
$
9,388

 
9,543


During the nine months ended September 30, 2013 and 2012, approximately 391,000 and 460,000 stock options, respectively, were granted under the Plans. These awards generally vest evenly over a three year period beginning on the date of grant. The stock options granted in 2013 have contractual terms of ten years and stock options granted in 2012 have contractual terms of seven years. The fair value of each option award at the date of grant was estimated using a Black-Scholes-Merton option-pricing valuation model. The weighted-average fair value per option granted during the nine months ended September 30, 2013 and 2012 was $13.97 and $14.07, respectively.

During the nine months ended September 30, 2013 and 2012, approximately 23,000 and 93,000 market-based restricted stock rights, respectively, were granted under the Plans. The awards were segmented into three performance periods of one, two and three years. At the end of each performance period, 25%-125% of the award may be earned based on Ryder's total shareholder return (TSR) as compared to the TSR of a peer group over the applicable performance period. For the 2013 awards, Ryder's TSR will be compared to the TSR of a custom peer group. For the 2012 awards, Ryder's TSR will be compared to the TSR of the S&P 500. If earned, employees will receive the grant of stock at the end of the relevant three year performance period provided they continue to be employed with Ryder, subject to Compensation Committee approval. The fair value of the market-based restricted stock rights was estimated using a lattice-based option-pricing valuation model that incorporates a Monte-Carlo simulation. The fair value of the market-based awards was determined and fixed on the grant date and considers the likelihood of Ryder achieving the market-based condition. The weighted-average fair value per market-based restricted stock right granted during the nine months ended September 30, 2013 and 2012 was $53.47 and $43.39, respectively.

During the nine months ended September 30, 2013, approximately 16,000 performance-based restricted stock rights were granted under the Plans. For these awards, 25%-125% of the awards may be earned based on Ryder's 2013 adjusted return on capital (ROC) measured against a ROC target. If earned, employees will receive the grant of stock three years after the grant date, provided they continue to be employed with Ryder, subject to Compensation Committee approval. Share-based compensation expense is recognized on a straight-line basis over the vesting period, based upon the probability that the performance target will be met. During the nine months ended September 30, 2013, approximately 31,000 performance-based restricted stock rights were also awarded under the Plans for which the annual ROC target will be determined in future years. These awards will be considered granted under accounting guidance for stock compensation once the Compensation Committee approves the annual ROC target and communicates the terms of the awards to the recipients.

During the nine months ended September 30, 2013 and 2012, approximately 153,000 and 124,000 time-vested restricted stock rights, respectively, were granted under the Plans. The time-vested restricted stock rights entitle the holder to shares of common stock when the awards generally vest at the end of the three-year period after the grant date. The fair value of the time-vested awards is determined and fixed on the date of grant based on Ryder’s stock price on the date of grant. The weighted-average fair value per time-vested restricted stock right granted during the nine months ended September 30, 2013 and 2012 was $58.17 and $52.44, respectively.

8

RYDER SYSTEM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)
(unaudited)

During the nine months ended September 30, 2013 and 2012, employees who received market-based restricted stock rights also received market-based cash awards. In addition, in 2012, the majority of the employees who received time-vested restricted stock rights also received market-based cash awards. The cash awards have the same vesting provisions as the market-based restricted stock rights. The cash awards are accounted for as liability awards under the share-based compensation accounting guidance as the awards are based upon the performance of our common stock and are settled in cash. As a result, the liability is adjusted to reflect fair value at the end of each reporting period. The fair value of the cash awards was estimated using a lattice-based option-pricing valuation model that incorporates a Monte-Carlo simulation.

The following table is a summary of compensation expense recognized for market-based cash awards in addition to the share-based compensation expense reported in the previous table:
 
Three months ended September 30,
 
Nine months ended September 30,
 
2013
 
2012
 
2013
 
2012
 
(In thousands)
Cash awards
$
934

 
737

 
$
3,101

 
2,122


Total unrecognized pre-tax compensation expense related to all share-based compensation arrangements at September 30, 2013 was $28.0 million and is expected to be recognized over a weighted-average period of 1.7 years.

9

RYDER SYSTEM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)
(unaudited)

(F) EARNINGS PER SHARE

We compute earnings per share using the two-class method. The two-class method of computing earnings per share is an earnings allocation formula that determines earnings per share for common stock and any participating securities according to dividends declared (whether paid or unpaid) and participation rights in undistributed earnings. Our nonvested stock granted prior to 2012 are considered participating securities since the share-based awards contain a non-forfeitable right to dividend cash payments prior to vesting. Under the two-class method, earnings per common share are computed by dividing the sum of distributed earnings and undistributed earnings allocated to common shareholders by the weighted average number of common shares outstanding for the period. In applying the two-class method, undistributed earnings are allocated to both common shares and participating securities based on the weighted average shares outstanding during the period.

The following table presents the calculation of basic and diluted earnings per common share from continuing operations:
 
Three months ended September 30,
 
Nine months ended September 30,
 
2013
 
2012
 
2013
 
2012
 
(In thousands, except per share amounts)
Earnings per share — Basic:
 
 
 
 
 
 
 
Earnings from continuing operations
$
73,875

 
64,311

 
$
177,252

 
145,954

Less: Distributed and undistributed earnings allocated to nonvested stock
(643
)
 
(814
)
 
(1,636
)
 
(1,891
)
Earnings from continuing operations available to common shareholders — Basic
$
73,232

 
63,497

 
$
175,616

 
144,063

 
 
 
 
 
 
 
 
Weighted average common shares outstanding — Basic
51,788

 
50,381

 
51,397

 
50,433

 
 
 
 
 
 
 
 
Earnings from continuing operations per common share — Basic
$
1.41

 
1.26

 
$
3.42

 
2.86

 
 
 
 
 
 
 
 
Earnings per share — Diluted:
 
 
 
 
 
 
 
Earnings from continuing operations
$
73,875

 
64,311

 
$
177,252

 
145,954

Less: Distributed and undistributed earnings allocated to nonvested stock
(639
)
 
(812
)
 
(1,625
)
 
(1,883
)
Earnings from continuing operations available to common shareholders — Diluted
$
73,236

 
63,499

 
$
175,627

 
144,071

 
 
 
 
 
 
 
 
Weighted average common shares outstanding — Basic
51,788

 
50,381

 
51,397

 
50,433

Effect of dilutive equity awards
440

 
172

 
451

 
292

Weighted average common shares outstanding — Diluted
52,228

 
50,553

 
51,848

 
50,725

 
 
 
 
 
 
 
 
Earnings from continuing operations per common share — Diluted
$
1.40

 
1.26

 
$
3.39

 
2.84

 
 
 
 
 
 
 
 
Anti-dilutive equity awards not included above
584

 
2,613

 
863

 
2,234


10

RYDER SYSTEM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)
(unaudited)

(G) RESTRUCTURING AND OTHER (RECOVERIES) CHARGES

The components of restructuring and other (recoveries) charges, net in the three and nine months ended September 30, 2013 and 2012, respectively, were as follows:
 
Three months ended September 30,
 
Nine months ended September 30,
 
2013
 
2012
 
2013
 
2012
 
(In thousands)
Restructuring (recoveries) charges, net:
 
 
 
 
 
 
 
Severance and employee-related (recoveries) costs
$
(298
)
 
74

 
$
(298
)
 
7,216

Contract termination costs

 

 

 
865

Total
$
(298
)
 
74

 
$
(298
)
 
8,081


During the third quarter of 2013, we refined previous estimates of employee severance and benefit costs which resulted in a benefit of $0.3 million.

During the second quarter of 2012, we approved a plan to eliminate approximately 350 employees, primarily in the U.S., as a result of cost containment actions. These actions resulted in the payment of severance and other termination benefits, which have been completed. During the nine months ended September 30, 2012, we also recorded exit costs of $0.9 million associated with non-essential leased facilities assumed in the Hill Hire acquisition.

Activity related to restructuring reserves including discontinued operations was as follows:
 
 
 
 
 
Deductions
 
 
 
 
 
December 31, 2012
 
Additions
 
Cash
Payments
 
Non-Cash Reductions (1)
 
Foreign
Translation
Adjustments
 
September 30, 2013
 
Balance
 
 
 
 
 
Balance
 
(In thousands)      
Employee severance and benefits
$
3,147

 
84

 
2,267

 
382

 
(119
)
 
463

Contract termination costs
1,728

 

 
1,261

 

 
(66
)
 
401

Total
$
4,875

 
84

 
3,528

 
382

 
(185
)
 
864

_________________________ 
(1)  
Non-cash reductions represent adjustments to the restructuring reserve as actual costs were less than originally estimated. 

At September 30, 2013, the majority of outstanding restructuring obligations are required to be paid by the end of the year.

As mentioned in Note (U), "Segment Reporting," our primary measure of segment financial performance excludes, among other items, restructuring and other (recoveries) charges, net. However, the applicable portion of the restructuring and other (recoveries) charges, net that related to each segment for the three and nine months ended September 30, 2013 and 2012, respectively, were as follows:
 
Three months ended September 30,
 
Nine months ended September 30,
 
2013
 
2012
 
2013
 
2012
 
(In thousands)
Fleet Management Solutions
$
(298
)
 
74

 
$
(298
)
 
6,421

Supply Chain Solutions

 

 

 
1,400

Central Support Services

 

 

 
260

      Total
$
(298
)
 
74

 
$
(298
)
 
8,081



11

RYDER SYSTEM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)
(unaudited)

(H) DIRECT FINANCING LEASE RECEIVABLES

We lease revenue earning equipment to customers for periods typically ranging from three to seven years for trucks and tractors and up to ten years for trailers. The majority of our leases are classified as operating leases. However, some of our revenue earning equipment leases are classified as direct financing leases and, to a lesser extent, sales-type leases. The net investment in direct financing and sales-type leases consisted of:
 
September 30,
2013
 
December 31,
2012
 
(In thousands)
Total minimum lease payments receivable
$
633,801

 
629,919

Less: Executory costs
(197,549
)
 
(201,777
)
Minimum lease payments receivable
436,252

 
428,142

Less: Allowance for uncollectibles
(564
)
 
(703
)
Net minimum lease payments receivable
435,688

 
427,439

Unguaranteed residuals
57,545

 
60,764

Less: Unearned income
(93,597
)
 
(96,280
)
Net investment in direct financing and sales-type leases
399,636

 
391,923

Current portion
(77,618
)
 
(76,395
)
Non-current portion
$
322,018

 
315,528


Our direct financing lease customers operate in a wide variety of industries, and we have no significant customer concentrations in any one industry. We assess credit risk for all of our customers including those who lease equipment under direct financing leases upon signing of a full service lease contract. The credit risk assessment is only updated under certain circumstances. Credit risk is assessed using an internally developed model, which is updated monthly, that incorporates credit scores from third party providers and our own custom risk ratings. The external credit scores are developed based on the customer’s historical payment patterns and an overall assessment of the likelihood of delinquent payments. Our internal ratings are weighted based on the industry in which the customer operates, company size, years in business, and other credit-related financial indicators. Any one of the following factors may result in a customer being classified as high risk: i) the customer has a history of late payments; ii) the customer has open lawsuits, liens or judgments; iii) the customer has been in business less than 3 years; and iv) the customer operates in an industry with low barriers to entry. For those customers who are designated as high risk, we typically require deposits to be paid in advance in order to mitigate our credit risk. Additionally, our receivables are collateralized by the vehicle’s fair value, which further mitigates our credit risk.

The following table presents the credit risk profile by creditworthiness category of our direct financing lease receivables:
 
September 30,
2013
 
December 31,
2012
 
(In thousands)
Very low risk to low risk
$
185,750

 
193,123

Moderate risk
184,671

 
177,400

Moderately high risk to high risk
65,831

 
57,619

 
$
436,252

 
428,142


The following table is a rollforward of the allowance for credit losses on direct financing lease receivables for the nine months ended September 30, 2013 and 2012:
 
2013
 
2012
 
(In thousands)
Balance at January 1
$
703

 
903

Charged to earnings
2

 
667

Deductions
(141
)
 
(919
)
Balance at September 30
$
564

 
651



12

RYDER SYSTEM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)
(unaudited)

(I) REVENUE EARNING EQUIPMENT

 
September 30, 2013
 
December 31, 2012
 
Cost
 
Accumulated
Depreciation
 
Net  Book
Value(1)
 
Cost
 
Accumulated
Depreciation
 
Net  Book
Value(1)
 
(In thousands)
Held for use:
 
Full service lease
$
7,054,605

 
(2,484,747
)
 
4,569,858

 
$
6,728,746

 
(2,500,786
)
 
4,227,960

Commercial rental
2,197,633

 
(725,722
)
 
1,471,911

 
2,041,698

 
(660,356
)
 
1,381,342

Held for sale
453,709

 
(322,700
)
 
131,009

 
499,074

 
(353,768
)
 
145,306

Total
$
9,705,947

 
(3,533,169
)
 
6,172,778

 
$
9,269,518

 
(3,514,910
)
 
5,754,608

 ————————————
(1)
Revenue earning equipment, net includes vehicles acquired under capital leases of $55.0 million, less accumulated depreciation of $19.8 million, at September 30, 2013, and $56.2 million, less accumulated depreciation of $16.5 million, at December 31, 2012.

At the end of 2012, we completed our annual review of residual values and useful lives of revenue earning equipment. Based on the results of our analysis, we adjusted the estimated residual values of certain classes of revenue earning equipment effective January 1, 2013. The change in estimated residual values increased pre-tax earnings for the three and nine months ended September 30, 2013 by approximately $7.4 million and $22.3 million, respectively.


(J) GOODWILL

The carrying amount of goodwill attributable to each reportable business segment with changes therein was as follows:
 
Fleet
Management
Solutions
 
Supply
Chain
Solutions
 
Total
 
(In thousands)
Balance at January 1, 2013:
 
 
 
 
 
Goodwill
$
223,129

 
190,308

 
413,437

Accumulated impairment losses
(10,322
)
 
(18,899
)
 
(29,221
)
 
212,807

 
171,409

 
384,216

Purchase accounting adjustments
371

 

 
371

Foreign currency translation adjustments
(256
)
 
(321
)
 
(577
)
Balance at September 30, 2013:
 
 
 
 
 
Goodwill
223,244

 
189,987

 
413,231

Accumulated impairment losses
(10,322
)
 
(18,899
)
 
(29,221
)
 
$
212,922

 
171,088

 
384,010

 
Purchase accounting adjustments primarily related to changes in the fair value of acquired revenue earning equipment. We did not adjust the December 31, 2012 balance sheet as the amounts are not material.

We assess goodwill for impairment on April 1st of each year or more often if deemed necessary. In the second quarter of 2013, we completed our annual goodwill impairment test and determined there was no impairment.

13

RYDER SYSTEM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)
(unaudited)

(K) ACCRUED EXPENSES AND OTHER LIABILITIES

 
September 30, 2013
 
December 31, 2012
 
Accrued
Expenses
 
Non-Current
Liabilities
 
Total
 
Accrued
Expenses
 
Non-Current
Liabilities
 
Total
 
(In thousands)
Salaries and wages
$
96,224

 

 
96,224

 
$
86,776

 

 
86,776

Deferred compensation
1,983

 
29,179

 
31,162

 
1,630

 
24,918

 
26,548

Pension benefits
3,288

 
569,173

 
572,461

 
3,309

 
597,275

 
600,584

Other postretirement benefits
2,675

 
36,701

 
39,376

 
2,683

 
37,916

 
40,599

Insurance obligations (1)
129,235

 
187,387

 
316,622

 
133,459

 
178,714

 
312,173

Residual value guarantees
531

 
239

 
770

 
1,505

 
130

 
1,635

Accrued rent
10,475

 
5,037

 
15,512

 
9,244

 
9,405

 
18,649

Environmental liabilities
4,385

 
8,308

 
12,693

 
4,201

 
8,415

 
12,616

Asset retirement obligations
5,658

 
15,417

 
21,075

 
3,642

 
17,116

 
20,758

Operating taxes
84,432

 

 
84,432

 
91,419

 

 
91,419

Income taxes
2,554

 
63,227

 
65,781

 
8,288

 
57,590

 
65,878

Interest
22,683

 

 
22,683

 
35,798

 

 
35,798

Deposits, mainly from customers
54,780

 
6,238

 
61,018

 
51,671

 
6,236

 
57,907

Deferred revenue
18,422

 

 
18,422

 
21,557

 

 
21,557

Acquisition holdbacks
2,477

 

 
2,477

 
1,637

 
2,673

 
4,310

Other
41,435

 
10,638

 
52,073

 
48,888

 
8,544

 
57,432

Total
$
481,237

 
931,544

 
1,412,781

 
$
505,707

 
948,932

 
1,454,639

————————————
(1) Insurance obligations are primarily comprised of self-insured claim liabilities.


(L) INCOME TAXES

Uncertain Tax Positions

We are subject to tax audits in numerous jurisdictions in the U.S. and foreign countries. Tax audits by their very nature are often complex and can require several years to complete. In the normal course of business, we are subject to challenges from the Internal Revenue Service (IRS) and other tax authorities regarding amounts of taxes due. These challenges may alter the timing or amount of taxable income or deductions, or the allocation of income among tax jurisdictions. As part of our calculation of the provision for income taxes on earnings, we recognize the tax benefit from uncertain tax positions that are at least more likely than not of being sustained upon audit, based on the technical merits of the tax position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Such calculations require management to make estimates and judgments with respect to the ultimate outcome of a tax audit. Actual results could vary materially from these estimates. We reevaluate uncertain tax positions each quarter based on factors including, but not limited to, changes in facts or circumstances, expiration of statutes of limitations, changes in tax law, effectively settled issues under audit, and new audit activity. Depending on the jurisdiction, such a change in recognition or measurement may result in the recognition of a tax benefit or an additional charge to the tax provision in the period.

The following is a summary of tax years that are no longer subject to examination:
Federal — audits of our U.S. federal income tax returns are closed through fiscal year 2008.
State — for the majority of states, tax returns are closed through fiscal year 2008.
Foreign — we are no longer subject to foreign tax examinations by tax authorities for tax years before 2006 in Canada, 2008 in Brazil, 2008 in Mexico and 2011 in the U.K., which are our major foreign tax jurisdictions. Refer to Note (D), “Discontinued Operations,” for further discussion on various assessments related to our former South American operations.

14

RYDER SYSTEM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)
(unaudited)


At September 30, 2013 and December 31, 2012, the total amount of gross unrecognized tax benefits (excluding the federal benefit received from state positions) was $57.4 million and $52.3 million, respectively. Unrecognized tax benefits related to federal, state and foreign tax positions may decrease by $2.3 million by September 30, 2014, if audits are completed or tax years close.

Like-Kind Exchange Program

We have a like-kind exchange program for certain of our U.S.-based revenue earning equipment. Pursuant to the program, we dispose of vehicles and acquire replacement vehicles in a form whereby tax gains on disposal of eligible vehicles are deferred. To qualify for like-kind exchange treatment, we exchange through a qualified intermediary eligible vehicles being disposed of with vehicles being acquired, allowing us to generally carryover the tax basis of the vehicles sold (“like-kind exchanges”). The program results in a material deferral of federal and state income taxes, and a decrease in cash taxes in periods when we are not in a net operating loss (NOL) position. As part of the program, the proceeds from the sale of eligible vehicles are restricted for the acquisition of replacement vehicles and other specified applications. Due to the structure utilized to facilitate the like-kind exchanges, the qualified intermediary that holds the proceeds from the sales of eligible vehicles and the entity that holds the vehicles to be acquired under the program are required to be consolidated in the accompanying Consolidated Condensed Financial Statements in accordance with U.S. GAAP. The total assets, primarily revenue earning equipment, and the total liabilities, primarily vehicle accounts payable, held by these consolidated entities are equal in value as these entities are solely structured to facilitate the like-kind exchanges. At September 30, 2013 and December 31, 2012, these consolidated entities had total assets and total liabilities of $153.6 million and $25.8 million, respectively.

In the second quarter of 2012, we began to restructure and centralize the administration of vehicle purchasing, licensing and sales in order to reduce vehicle acquisition costs as well as realize operational efficiencies. During 2012, we were in a NOL position for tax purposes and were not realizing any benefits from the like-kind exchange program. As a result, effective April 1, 2012, we temporarily suspended the like-kind exchange program. Once we suspended the program, tax gains on vehicles sold during that period were no longer deferred. Those tax gains resulted in an immaterial decrease in the NOL. Although the suspension did not impact our 2012 tax provision or capital spending program, our cash flows increased by $19.2 million from the release of the program's restricted cash.

In the first quarter of 2013, once we had completed our restructuring of the administrative processes for purchasing and selling vehicles, we reinstated our like-kind exchange program. The reinstated program operates, and will provide cash tax benefits, in the same manner as it did prior to suspension once we are no longer in a NOL position. Our cash flow declined $14.8 million as a result of the program's restricted cash. There were no other impacts to cash flow as a result of the program's reinstatement.

Effective Tax Rate

Our effective income tax rate from continuing operations for the third quarter of 2013 was 33.7% compared with 35.6% in the same period of the prior year. The effective tax rate in the third quarter of 2012 was negatively impacted by a tax law change in the U.K., which increased the provision for income taxes by $0.9 million and our effective tax rate by 0.9%. The decrease in our effective tax rate in the third quarter of 2013 is due to a higher proportionate amount of 2013 earnings in lower tax rate jurisdictions.

Our effective income tax rate from continuing operations for the nine months ended September 30, 2013 was 34.7% compared with 34.0% in the same period of the prior year. The effective rate from continuing operations in the nine months ended September 30, 2012 was favorably impacted by a tax benefit of $5.0 million (2.2% of earnings before tax) relating to the favorable resolution of a tax item from prior periods partially offset by the previously discussed U.K. tax law change. The increase in the effective tax rate in the nine months ended September 30, 2013 reflects the $5.0 million tax benefit in the prior year partially offset by a higher proportionate amount of 2013 earnings in lower tax rate jurisdictions as well as the impact of tax law changes in the U.K.


15

RYDER SYSTEM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)
(unaudited)

(M) DEBT
 
Weighted-Average
Interest Rate
 
 
 
 
 
 
 
September 30,
2013
 
December 31,
2012
 
Maturities
 
September 30,
2013
 
December 31,
2012
 
 
 
 
 
 
 
(In thousands)
Short-term debt and current portion of long-term debt:
 
 
 
 
 
 
 
 
 
Short-term debt
2.27%
 
2.27%
 
2013
 
$
3,695

 
9,820

Current portion of long-term debt, including capital leases
 
 
 
 
 
 
347,259

 
358,155

Total short-term debt and current portion of long-term debt
 
 
 
 
 
 
350,954

 
367,975

Long-term debt:
 
 
 
 
 
 
 
 
 
U.S. commercial paper (1)
0.30%
 
0.41%
 
2016
 
637,912

 
329,925

Canadian commercial paper (1)
—%
 
1.14%
 
2016
 

 
23,165

Global revolving credit facility
1.58%
 
1.58%
 
2016
 
5,056

 
8,924

Unsecured U.S. notes — Medium-term notes (1)
3.94%
 
4.01%
 
2014-2025
 
2,972,055

 
2,971,313

Unsecured U.S. obligations, principally bank term loans
1.46%
 
1.56%
 
2015-2018
 
55,500

 
105,500

Unsecured foreign obligations
1.89%
 
1.91%
 
2014-2016
 
310,716

 
313,406

Capital lease obligations
3.90%
 
4.08%
 
2013-2019
 
41,656

 
42,018

Total before fair market value adjustment
 
 
 
 
 
 
4,022,895

 
3,794,251

Fair market value adjustment on notes subject to hedging (2)
 
 
 
 
 
10,402

 
16,725

 
 
 
 
 
 
 
4,033,297

 
3,810,976

Current portion of long-term debt, including capital leases
 
 
 
 
 
 
(347,259
)
 
(358,155
)
Long-term debt
 
 
 
 
 
 
3,686,038

 
3,452,821

Total debt
 
 
 
 
 
 
$
4,036,992

 
3,820,796

 ————————————
(1)
We had unamortized original issue discounts of $8.0 million and $8.8 million at September 30, 2013 and December 31, 2012, respectively.
(2)
The notional amount of executed interest rate swaps designated as fair value hedges was $300 million and $550 million at September 30, 2013 and December 31, 2012, respectively.

We maintain a $900 million global revolving credit facility with a syndicate of twelve lending institutions led by Bank of America N.A., Bank of Tokyo-Mitsubishi UFJ, Ltd., BNP Paribas, Mizuho Corporate Bank, Ltd., Royal Bank of Canada, Royal Bank of Scotland Plc, U.S. Bank National Association and Wells Fargo Bank, N.A. On October 18, 2013, the maturity date of the global credit facility was extended from June 2016 to October 2018. The global facility is used primarily to finance working capital but can also be used to issue up to $75 million in letters of credit (there were no letters of credit outstanding against the facility at September 30, 2013). At our option, the interest rate on borrowings under the credit facility is based on LIBOR, prime, federal funds or local equivalent rates. The agreement previously provided for annual facility fees ranging from 10.0 basis points to 32.5 basis points. The amended agreement provides for annual facility fees which range from 8.0 basis points to 27.5 basis points and are based on Ryder’s long-term credit ratings. The previous annual facility fee was 15.0 basis points. This fee was amended to 12.5 basis points, which applies to the total facility size of $900 million. The credit facility contains no provisions limiting its availability in the event of a material adverse change to Ryder’s business operations; however, the credit facility does contain standard representations and warranties, events of default, cross-default provisions and certain affirmative and negative covenants. In order to maintain availability of funding, we must maintain a ratio of debt to consolidated net worth of less than or equal to 300%. Net worth, as defined in the credit facility, represents shareholders' equity excluding any accumulated other comprehensive income or loss associated with our pension and other postretirement plans. The ratio at September 30, 2013 was 176%. At September 30, 2013, $256.9 million was available under the credit facility, net of outstanding commercial paper borrowings.

Our global revolving credit facility enables us to refinance short-term obligations on a long-term basis. Settlement of short-term commercial paper obligations not expected to require the use of working capital are classified as long-term as we have both the intent and ability to refinance on a long-term basis. At September 30, 2013 and December 31, 2012, we classified $637.9 million and $353.1 million, respectively, of short-term commercial paper as long-term debt.



16

RYDER SYSTEM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)
(unaudited)

In February 2013, we issued $250 million of unsecured medium-term notes maturing in February 2019. The proceeds from the notes were used to pay down commercial paper and for general corporate purposes. If the notes are downgraded following, and as a result of, a change in control, the note holder can require us to repurchase all or a portion of the notes at a purchase price equal to 101% of principal plus accrued and unpaid interest.

We have a trade receivables purchase and sale program, pursuant to which we sell certain of our domestic trade accounts receivable to a bankruptcy remote, consolidated subsidiary of Ryder, that in turn sells, on a revolving basis, an ownership interest in certain of these accounts receivable to a receivables conduit or committed purchasers. The subsidiary is considered a VIE and is consolidated based on our control of the entity’s activities. We use this program to provide additional liquidity to fund our operations, particularly when it is cost effective to do so. The costs under the program may vary based on changes in interest rates. The available proceeds that may be received under the program are limited to $175 million. The program expires on October 25, 2013. We are currently in the process of renewing the program through October 2014. The program contains provisions restricting its availability in the event of a material adverse change to our business operations or the collectibility of the collateralized receivables. At September 30, 2013 and December 31, 2012, no amounts were outstanding under the program. Sales of receivables under this program will be accounted for as secured borrowings based on our continuing involvement in the transferred assets.

At September 30, 2013 and December 31, 2012, we had letters of credit and surety bonds outstanding totaling $297.5 million and $294.1 million, respectively, which primarily guarantee the payment of insurance claims.


17

RYDER SYSTEM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)
(unaudited)

(N) FAIR VALUE MEASUREMENTS

The following tables present our assets and liabilities that are measured at fair value on a recurring basis and the levels of inputs used to measure fair value:
 
Balance Sheet Location
 
Fair Value Measurements
At September 30, 2013 Using
 
Total
 
 
Level 1
 
Level 2
 
Level 3
 
 
 
 
(In thousands)
Assets:
 
 
 
Interest rate swaps
DFL and other assets
 
$

 
10,402

 

 
10,402

Investments held in Rabbi Trusts:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
 
4,816

 

 

 
4,816

U.S. equity mutual funds
 
 
14,003

 

 

 
14,003

Foreign equity mutual funds
 
 
3,882

 

 

 
3,882

Fixed income mutual funds
 
 
4,285

 

 

 
4,285

Investments held in Rabbi Trusts
DFL and other assets
 
26,986

 

 

 
26,986

Total assets at fair value
 
 
$
26,986

 
10,402

 

 
37,388

 
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
Contingent consideration
Accrued expenses and other current liabilities
 
$

 

 
498

 
498

Total liabilities at fair value
 
 
$

 

 
498

 
498

 
Balance Sheet Location
 
Fair Value Measurements
At December 31, 2012 Using
 
Total
 
 
Level 1
 
Level 2
 
Level 3
 
 
 
 
(In thousands)
Assets:
 
 
 
Interest rate swaps
Prepaid expenses and other current assets
 
$

 
1,313

 

 
1,313

Interest rate swaps
DFL and other assets
 

 
15,412

 

 
15,412

Investments held in Rabbi Trusts:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
 
4,055

 

 

 
4,055

U.S. equity mutual funds
 
 
10,871

 

 

 
10,871

Foreign equity mutual funds
 
 
2,974

 

 

 
2,974

Fixed income mutual funds
 
 
4,526

 

 

 
4,526

Investments held in Rabbi Trusts
DFL and other assets
 
22,426

 

 

 
22,426

Total assets at fair value
 
 
$
22,426

 
16,725

 

 
39,151

 
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
Contingent consideration
Other non-current liabilities
 
$

 

 
478

 
478

Total liabilities at fair value
 
 
$

 

 
478

 
478


The following is a description of the valuation methodologies used for these items, as well as the level of inputs used to measure fair value:

Interest rate swaps — The derivatives are pay-variable, receive-fixed interest rate swaps based on the LIBOR rate and are designated as fair value hedges. Fair value was based on a model-driven income approach using the LIBOR rate at each interest payment date, which was observable at commonly quoted intervals for the full term of the swaps. Therefore, our interest rate swaps were classified within Level 2 of the fair value hierarchy.




18

RYDER SYSTEM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)
(unaudited)

Investments held in Rabbi Trusts — The investments primarily include mutual funds that invest in equity and fixed income securities. Shares of mutual funds were valued based on quoted market prices, which represent the net asset value of the shares and were therefore classified within Level 1 of the fair value hierarchy.

Contingent consideration — Fair value was based on the income approach and uses significant inputs that are not observable in the market. These inputs are based on our expectations as to what amount we will pay based on contractual provisions. Therefore, the liability was classified within Level 3 of the fair value hierarchy.

The following tables present our assets and liabilities that are measured at fair value on a nonrecurring basis and the levels of inputs used to measure fair value:
 
Fair Value Measurements
At September 30, 2013 Using
 
Total Losses (2)
 
Level 1
 
Level 2
 
Level 3
 
Three months  ended
 
Nine months ended
 
(In thousands)
Assets held for sale:
 
 
 
 
 
 
 
 
 
Revenue earning equipment: (1)
 
 
 
 
 
 
 
 
 
Trucks
$

 

 
10,546

 
$
2,042

 
$
7,518

Tractors

 

 
15,332

 
1,677

 
4,185

Trailers

 

 
671

 
275

 
1,242

Total assets at fair value
$

 

 
26,549

 
$
3,994

 
$
12,945

 
 
Fair Value Measurements
At September 30, 2012 Using
 
Total Losses (2)
 
Level 1
 
Level 2
 
Level 3
 
Three months
 ended
 
Nine months ended
 
(In thousands)
Assets held for sale:
 
 
 
 
 
 
 
 
 
Revenue earning equipment (1)
 
 
 
 
 
 
 
 
 
Trucks
$

 

 
11,994

 
$
3,664

 
$
9,153

Tractors

 

 
8,616

 
1,097

 
2,639

Trailers

 

 
407

 
400

 
1,183

Total assets at fair value
$

 

 
21,017

 
$
5,161

 
$
12,975

 ————————————
(1)
Represents the portion of all revenue earning equipment held for sale that is recorded at fair value, less costs to sell.
(2)
Total losses represent fair value adjustments for all vehicles held for sale throughout the period for which fair value was less than carrying value.

Revenue earning equipment held for sale is stated at the lower of carrying amount or fair value less costs to sell. Losses to reflect changes in fair value are presented within “Other operating expenses” in the Consolidated Condensed Statements of Earnings. For revenue earning equipment held for sale, we stratify our fleet by vehicle type (tractors, trucks and trailers), weight class, age and other relevant characteristics and create classes of similar assets for analysis purposes. Fair value was determined based upon recent market prices obtained from our own sales experience for sales of each class of similar assets and vehicle condition. Therefore, our revenue earning equipment held for sale was classified within Level 3 of the fair value hierarchy.

Fair value of total debt (excluding capital lease obligations) at September 30, 2013 and December 31, 2012 was approximately $4.14 billion and $3.99 billion, respectively. For publicly-traded debt, estimates of fair value were based on market prices. Since our publicly-traded debt is not actively traded, the fair value measurement was classified within Level 2 of the fair value hierarchy. For other debt, fair value was estimated based on a model-driven approach using rates currently available to us for debt with similar terms and remaining maturities. Therefore, the fair value measurement of our other debt was classified within Level 2 of the fair value hierarchy. The carrying amounts reported in the Consolidated Condensed Balance Sheets for “Cash and cash equivalents,” “Receivables, net” and “Accounts payable” approximate fair value because of the immediate or short-term maturities of these financial instruments.


19

RYDER SYSTEM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)
(unaudited)

(O) DERIVATIVES

As of September 30, 2013, we have interest rate swaps outstanding which are designated as fair value hedges whereby we receive fixed interest rate payments in exchange for making variable interest rate payments. The differential to be paid or received is accrued and recognized as interest expense. The following table provides a detail of the swaps outstanding and the related hedged items as of September 30, 2013:
 
 
 
Maturity date
 
Face value of medium-term notes
 
Aggregate 
notional
amount of interest rate swaps
 
Fixed interest 
rate
 
Weighted-average variable
interest rate on hedged debt
as of September 30,
Issuance date
 
 
 
 
 
2013
 
2012
 
 
 
 
(Dollars in thousands)
 
 
 
 
 
 
May 2011
 
June 2017
 
$350,000
 
$150,000
 
3.50%
 
1.51%
 
1.83%
February 2011
 
March 2015
 
$350,000
 
$150,000
 
3.15%
 
1.34%
 
1.66%

Changes in the fair value of our interest rate swaps are offset by changes in the fair value of the debt instrument. Accordingly, there is no ineffectiveness related to the interest rate swaps. The location and amount of gains (losses) on interest rate swap agreements designated as fair value hedges and related hedged items reported in the Consolidated Condensed Statements of Earnings were as follows:
Fair Value Hedging Relationship
 
Location of
 Gain (Loss)
Recognized in Income
 
Three months ended September 30,
 
Nine months ended September 30,
 
2013
 
2012
 
2013
 
2012
 
 
 
 
(In thousands)
Derivatives: Interest rate swaps
 
Interest expense
 
$
44

 
(64
)
 
$
(6,323
)
 
(2,016
)
Hedged items: Fixed-rate debt
 
Interest expense
 
(44
)
 
64

 
6,323

 
2,016

Total
 
 
 
$

 

 
$

 


Refer to Note (N), “Fair Value Measurements,” for disclosures of the fair value and line item caption of derivative instruments recorded on the Consolidated Condensed Balance Sheets.


(P) SHARE REPURCHASE PROGRAMS

In December 2011, our Board of Directors authorized a share repurchase program intended to mitigate the dilutive impact of shares issued under our various employee stock, stock option and employee stock purchase plans. Under the December 2011 program, management is authorized to repurchase shares of common stock in an amount not to exceed the number of shares issued to employees under the Company's various employee stock, stock option and employee stock purchase plans from December 1, 2011 through December 13, 2013. The December 2011 program limits aggregate share repurchases to no more than 2 million shares of Ryder common stock. In 2013, we temporarily paused our anti-dilutive share repurchase program to appropriately manage our leverage and to allow us to maintain near-term balance sheet flexibility. For the three months ended September 30, 2012, we repurchased and retired 87,223 shares under the program at an aggregate cost of $3.5 million. For the nine months ended September 30, 2012, we repurchased and retired 543,923 shares under the program at an aggregate cost of $26.3 million.

20

RYDER SYSTEM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)
(unaudited)


(Q) ACCUMULATED OTHER COMPREHENSIVE LOSS

The following summaries set forth the components of accumulated other comprehensive loss, net of tax:
 
 
 
Currency
Translation
Adjustments
 
Net Actuarial
Loss (1)
 
Prior Service
Credit (1)
 
Transition
Obligation (1)
 
Unrealized
Gain (Loss)
on  Derivatives
 
Accumulated
Other
Comprehensive
Loss
 
 
(In thousands)
December 31, 2012
 
$
57,848

 
(648,125
)
 
2,634

 
12

 
12

 
(587,619
)
Amortization
 

 
17,176

 
(1,020
)
 

 

 
16,156

Current period change
 
(18,316
)
 
(3,714
)
 

 

 
(63
)
 
(22,093
)
September 30, 2013
 
$
39,532

 
(634,663
)
 
1,614

 
12

 
(51
)
 
(593,556
)

 
 
Currency
Translation
Adjustments
 
Net Actuarial
Loss (1)
 
Prior Service
Credit (1)
 
Transition
Obligation (1)
 
Unrealized
Loss
on Derivatives
 
Accumulated
Other
Comprehensive
Loss
 
 
(In thousands)
December 31, 2011
 
$
28,219

 
(599,687
)
 
4,291

 
12

 

 
(567,165
)
Amortization
 

 
15,173

 
(1,222
)
 

 

 
13,951

Current period change
 
31,180

 
(2,547
)
 

 

 
(7
)
 
28,626

September 30, 2012
 
$
59,399

 
(587,061
)
 
3,069

 
12

 
(7
)
 
(524,588
)
_______________________ 

(1)
These amounts are included in the computation of net periodic pension cost. See Note (R), "Employee Benefit Plans", for further information.

The loss from currency translation adjustments in 2013 of $18.3 million was due to the weakening of the British Pound and the Canadian Dollar compared to the U.S. Dollar. The currency translation adjustment in 2012 of $31.2 million reflects the strengthening of the British Pound against the U.S. Dollar.


21

RYDER SYSTEM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)
(unaudited)

(R) EMPLOYEE BENEFIT PLANS

Components of net periodic benefit cost were as follows:
 
Three months ended September 30,
 
Nine months ended September 30,
 
2013
 
2012
 
2013
 
2012
 
(In thousands)
Pension Benefits
 
 
 
 
 
 
 
Company-administered plans:
 
 
 
 
 
 
 
Service cost
$
3,994

 
3,861

 
$
12,002

 
11,594

Interest cost
22,418

 
23,651

 
67,153

 
70,903

Expected return on plan assets
(26,498
)
 
(24,091
)
 
(79,335
)
 
(72,203
)
Amortization of:
 
 
 
 
 
 
 
Net actuarial loss
8,782

 
7,803

 
26,347

 
23,390

Prior service credit
(454
)
 
(570
)
 
(1,363
)
 
(1,706
)
 
8,242

 
10,654

 
24,804

 
31,978

Union-administered plans
3,388

 
1,754

 
7,418

 
4,998

Net periodic benefit cost
$
11,630

 
12,408

 
$
32,222

 
36,976

 
 
 
 
 
 
 
 
Company-administered plans:
 
 
 
 
 
 
 
U.S.
$
8,424

 
9,749

 
$
25,317

 
29,240

Non-U.S.
(182
)
 
905

 
(513
)
 
2,738

 
8,242

 
10,654

 
24,804

 
31,978

Union-administered plans
3,388

 
1,754

 
7,418

 
4,998

 
$
11,630

 
12,408

 
$
32,222

 
36,976

 
 
 
 
 
 
 
 
Postretirement Benefits
 
 
 
 
 
 
 
Company-administered plans:
 
 
 
 
 
 
 
  Service cost
$
245

 
274

 
$
738

 
821

  Interest cost
392

 
501

 
1,179

 
1,490

  Amortization of:
 
 
 
 
 
 
 
      Net actuarial gain
(4
)
 
(5
)
 
(11
)
 
(15
)
      Prior service credit
(58
)
 
(58
)
 
(173
)
 
(173
)
Net periodic benefit cost
$
575

 
712

 
$
1,733

 
2,123

 
 
 
 
 
 
 
 
Company-administered plans:
 
 
 
 
 
 
 
   U.S.
$
402

 
540

 
1,210

 
1,611

   Non-U.S.
173

 
172

 
523

 
512

 
$
575

 
712

 
$
1,733

 
2,123

 
 
 
 
 
 
 
 

During the nine months ended September 30, 2013, we contributed $45.4 million to our pension plans. In 2013, we expect total contributions to our pension plans to be approximately $66 million.
During the three and nine months ended September 30, 2013, we recorded estimated pension settlement charges of $1.3 million ($0.8 million after tax) for a U.S. multi-employer pension plan withdrawal liability and other related expenses. These charges were recorded within “Selling, general, and administrative expenses” in our Consolidated Condensed Statement of Earnings and is included in the Union-administered plans expense.

22

RYDER SYSTEM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)
(unaudited)


(S) OTHER ITEMS IMPACTING COMPARABILITY

Our primary measure of segment performance excludes certain items we do not believe are representative of the ongoing operations of the segment. We believe that excluding these items from our segment measure of performance allows for better comparison of results.
During the three and nine months ended September 30, 2013, we recognized a benefit of $0.6 million ($0.4 million after tax) from the recovery of Superstorm Sandy losses. In the fourth quarter of 2012, we incurred $8.0 million of losses for property damage to vehicles owned by full service lease customers for which Ryder had liability under certain agreements. The 2013 benefit was recorded within “Cost of services” in our Consolidated Condensed Statement of Earnings.
During the nine months ended September 30, 2013, we recognized a benefit of $1.9 million (before and after tax) from the recognition of the accumulated currency translation adjustment from a FMS foreign operation which has substantially liquidated its net assets. This benefit was recorded within “Miscellaneous income, net” in our Consolidated Condensed Statement of Earnings.
During the three and nine months ended September 30, 2012, we incurred $0.4 million ($0.3 million after tax) of transaction costs related to the acquisition of Euroway. These costs were recorded within “Selling, general, and administrative expenses” in our Consolidated Condensed Statement of Earnings.


(T) SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental cash flow information was as follows:
 
Nine months ended September 30,
 
2013
 
2012
 
(In thousands)
Interest paid
$
109,669

 
105,175

Income taxes paid
$
8,900

 
10,242

Changes in accounts payable related to purchases of revenue earning equipment
$
1,670

 
21,975

Operating and revenue earning equipment acquired under capital leases (1)
$
5,500

 
20,556

Fair value of debt assumed on acquisition

$

 
379

————————————
(1)
The 2012 amount includes $19.9 million of capital leases assumed in the Euroway acquisition.


(U) SEGMENT REPORTING

Our operating segments are aggregated into reportable business segments based upon similar economic characteristics, products, services, customers and delivery methods. We operate in two reportable business segments: (1) FMS, which provides full service leasing, contract maintenance, contract-related maintenance and commercial rental of trucks, tractors and trailers to customers, principally in the U.S., Canada and the U.K.; and (2) SCS, which provides comprehensive supply chain consulting including distribution and transportation services in North America and Asia. The SCS segment also provides dedicated services, which includes vehicles and drivers as part of a dedicated transportation solution in the U.S.

Our primary measurement of segment financial performance, defined as “Earnings Before Tax” (EBT) from continuing operations, includes an allocation of Central Support Services (CSS) and excludes non-operating pension costs, restructuring and other (recoveries) charges, net as described in Note (G), “Restructuring and Other (Recoveries) Charges” and the items discussed in Note (S), “Other Items Impacting Comparability.” CSS represents those costs incurred to support all business segments, including human resources, finance, corporate services, public affairs, information technology, health and safety, legal and corporate communications. The objective of the EBT measurement is to provide clarity on the profitability of each business segment and, ultimately, to hold leadership of each business segment and each operating segment within each business segment accountable for their allocated share of CSS costs. Certain costs are considered to be overhead not attributable to any segment and remain unallocated in CSS. Included among the unallocated overhead remaining within CSS are the costs for investor relations, public affairs and certain executive compensation.


23

RYDER SYSTEM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)
(unaudited)

Our FMS segment leases revenue earning equipment and provides fuel, maintenance and other ancillary services to the SCS segment. Inter-segment revenue and EBT are accounted for at rates similar to those executed with third parties. EBT related to inter-segment equipment and services billed to customers (equipment contribution) are included in both FMS and SCS and then eliminated (presented as “Eliminations”).
 
The following tables set forth financial information for each of our business segments and provides a reconciliation between segment EBT and earnings from continuing operations before income taxes for the three and nine months ended September 30, 2013 and 2012. Segment results are not necessarily indicative of the results of operations that would have occurred had each segment been an independent, stand-alone entity during the periods presented.
 
FMS
 
SCS
 
Eliminations
 
Total
 
(In thousands)
 
 
For the three months ended September 30, 2013
 
 
 
 
 
 
Revenue from external customers
$
1,023,790

 
610,750

 

 
1,634,540

Inter-segment revenue
114,427

 

 
(114,427
)
 

Total revenue
$
1,138,217

 
610,750

 
(114,427
)
 
1,634,540

 
 
 
 
 
 
 
 
Segment EBT
$
96,428

 
38,483

 
(8,010
)
 
126,901

Unallocated CSS
 
 
 
 
 
 
(10,053
)
     Non-operating pension costs 
 
 
 
 
 
 
(5,090
)
Restructuring and other recoveries (charges), net and other items
 
 
 
 
 
 
(360
)
Earnings from continuing operations before income taxes
 
 
 
 
 
 
$
111,398

 
 
 
 
 
 
 
 
Segment capital expenditures paid (1), (2)
$
538,453

 
3,896

 

 
542,349

Unallocated CSS
 
 
 
 
 
 
5,361

Capital expenditures paid
 
 
 
 
 
 
$
547,710

 
 
 
 
 
 
 
 
For the three months ended September 30, 2012
 
 
 
 
 
 
Revenue from external customers
$
1,010,130

 
563,165

 

 
1,573,295

Inter-segment revenue
105,220

 

 
(105,220
)
 

Total revenue
$
1,115,350

 
563,165

 
(105,220
)
 
1,573,295

 
 
 
 
 
 
 
 
Segment EBT
$
94,250

 
31,911

 
(6,901
)
 
119,260

Unallocated CSS
 
 
 
 
 
 
(11,149
)
Non-operating pension costs 
 
 
 
 
 
 
(7,859
)
Restructuring and other recoveries (charges), net and other items
 
 
 
 
 
 
(442
)
Earnings from continuing operations before income taxes
 
 
 
 
 
 
$
99,810

 
 
 
 
 
 
 
 
Segment capital expenditures paid (1), (2)
$
481,605

 
4,122

 

 
485,727

Unallocated CSS
 
 
 
 
 
 
5,110

Capital expenditures paid
 
 
 
 
 
 
$
490,837

 ————————————
(1)
Excludes revenue earning equipment acquired under capital leases.
(2)
Excludes acquisition payments of $0.5 million and $1.4 million during the three months ended September 30, 2013, and 2012, respectively.

24

RYDER SYSTEM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)
(unaudited)

 
 
 
 
 
 
 
 
 
FMS
 
SCS
 
Eliminations
 
Total
 
(In thousands)
 
 
For the nine months ended September 30, 2013
 
 
 
 
 
 
Revenue from external customers
$
3,017,150

 
1,784,406

 

 
4,801,556

Inter-segment revenue
342,057

 

 
(342,057
)
 

Total revenue
$
3,359,207

 
1,784,406

 
(342,057
)
 
4,801,556

 
 
 
 
 
 
 
 
Segment EBT
$
245,840

 
94,977

 
(23,748
)
 
317,069

Unallocated CSS
 
 
 
 
 
 
(32,012
)
     Non-operating pension costs 
 
 
 
 
 
 
(15,333
)
Restructuring and other recoveries (charges), net and other items
 
 
 
 
 
 
1,544

Earnings from continuing operations before income taxes
 
 
 
 
 
 
$
271,268

 
 
 
 
 
 
 
 
Segment capital expenditures paid (1), (2)
$
1,462,095

 
14,713

 

 
1,476,808

Unallocated CSS
 
 
 
 
 
 
19,016

Capital expenditures paid
 
 
 
 
 
 
$
1,495,824

 
 
 
 
 
 
 
 
For the nine months ended September 30, 2012
 
 
 
 
 
 
Revenue from external customers
$
2,968,099

 
1,705,332

 

 
4,673,431

Inter-segment revenue
319,547

 

 
(319,547
)
 

Total revenue
$
3,287,646

 
1,705,332

 
(319,547
)
 
4,673,431

 
 
 
 
 
 
 
 
Segment EBT
$
221,584

 
84,183

 
(20,628
)
 
285,139

Unallocated CSS
 
 
 
 
 
 
(31,848
)
     Non-operating pension costs 
 
 
 
 
 
 
(23,565
)
Restructuring and other recoveries (charges), net and other items
 
 
 
 
 
 
(8,449
)
Earnings from continuing operations before income taxes
 
 
 
 
 
 
$
221,277

 
 
 
 
 
 
 
 
Segment capital expenditures paid (1), (2)
$
1,667,165

 
12,558

 

 
1,679,723

Unallocated CSS
 
 
 
 
 
 
15,099

Capital expenditures paid
 
 
 
 
 
 
$
1,694,822

 ————————————
(1)
Excludes revenue earning equipment acquired under capital leases.
(2)
Excludes acquisition payments of $1.9 million and $3.8 million during the nine months ended September 30, 2013 and 2012, respectively.


25

RYDER SYSTEM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)
(unaudited)

(V) OTHER MATTERS

We are a party to various claims, complaints and proceedings arising in the ordinary course of our continuing business operations including but not limited to those relating to commercial and employment claims, environmental matters, risk management matters (e.g. vehicle liability, workers’ compensation, etc.) and administrative assessments primarily associated with operating taxes. We have established loss provisions for matters in which losses are probable and can be reasonably estimated. For matters from continuing operations where a reserve has not been established and for which we believe a loss is reasonably possible, as well as for matters where a reserve has been recorded but for which an exposure to loss in excess of the amount accrued is reasonably possible, we believe that such losses will not have a material effect on our consolidated financial statements.

Our estimates regarding potential losses and materiality are based on our judgment and assessment of the claims utilizing currently available information. Although we will continue to reassess our reserves and estimates based on future developments, our objective assessment of the legal merits of such claims may not always be predictive of the outcome and actual results may vary from our current estimates.

Refer to Note (D), “Discontinued Operations,” for additional matters.

26

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS



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 our audited Consolidated Financial Statements and notes thereto and related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the 2012 Annual Report on Form 10-K.

Ryder System, Inc. (Ryder) is a global leader in transportation and supply chain management solutions. Our operating segments are aggregated into reportable business segments based upon similar economic characteristics, products, services, customers and delivery methods. We operate in two reportable business segments: (1) FMS, which provides full service leasing, contract maintenance, contract-related maintenance and commercial rental of trucks, tractors and trailers to customers, principally in the U.S., Canada and the U.K.; and (2) SCS, which provides comprehensive supply chain consulting including distribution and transportation services in North America and Asia. The SCS segment also provides dedicated services, which includes vehicles and drivers as part of a dedicated transportation solution in the U.S.

We operate in highly competitive markets. Our customers select us based on numerous factors including service quality, price, technology and service offerings. As an alternative to using our services, customers may choose to provide these services for themselves, or may choose to obtain similar or alternative services from other third-party vendors. Our customer base includes enterprises operating in a variety of industries including automotive, transportation, food service, electronics, consumer packaged goods (CPG), grocery, lumber and wood products and home furnishing.

Total revenue increased 4% in the third quarter of 2013 to $1.63 billion and increased 3% in the nine months ended September 30, 2013 to $4.80 billion. Operating revenue (revenue excluding FMS fuel and all subcontracted transportation) increased 5% in the third quarter of 2013 to $1.34 billion and increased 4% to $3.93 billion in the nine months ended September 30, 2013. The increase in total and operating revenue for both periods was driven by growth in both the SCS and FMS business segments. See “Consolidated Results” for further discussion of operating revenue, a non-GAAP financial measure.

Earnings from continuing operations before taxes (EBT) increased 12% in the third quarter of 2013 to $111.4 million and increased 23% for the nine months ended September 30, 2013 to $271.3 million. The increase in EBT in both the third quarter and the nine months ended September 30, 2013 reflects improved performance in the SCS and FMS business segments and lower pension expense. The increase in EBT for the nine months ended September 30, 2013 also reflects the impact of restructuring charges recorded in 2012 related to cost reduction initiatives implemented in the prior year.

EBT, earnings and EPS from continuing operations included certain items we do not consider indicative of our ongoing operations and have been excluded from our comparable EBT, earnings and EPS measures. The following discussion provides a summary of the quarter and year to date September 30, 2013 and 2012 special items, which are discussed in more detail throughout our MD&A and within the Notes to Consolidated Condensed Financial Statements:

27

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (Continued)


 
EBT
 
Earnings
 
Diluted EPS
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
Three months ended September 30
(In thousands, except per share amounts)
EBT/Earnings/EPS
$
111,398

 
99,810

 
$
73,875

 
64,311

 
$
1.40

 
1.26

Non-operating pension costs (1)
5,090

 
7,859

 
2,979

 
4,847

 
0.06

 
0.09

Pension settlement charge (2)
1,258

 

 
763

 

 
0.01

 

Superstorm Sandy recoveries (3)
(600
)
 

 
(374
)
 

 
(0.01
)
 

Restructuring and other (recoveries) charges, net (4)
(298
)
 
74

 
(223
)
 
66

 



Tax charge (5)

 

 

 
856

 

 
0.02

Acquisition transaction costs (3)

 
368

 

 
277

 

 

Comparable
$
116,848

 
108,111

 
$
77,020

 
70,357

 
$
1.46


1.37

 
 
 
 
 
 
 
 
 
 
 
 
Nine months ended September 30
 
 
 
 
 
 
 
 
 
 
 
EBT/Earnings/EPS
$
271,268

 
221,277

 
$
177,252

 
145,954

 
$
3.39

 
2.84

Non-operating pension costs (1)
15,333

 
23,565

 
8,984

 
14,532

 
0.18

 
0.28

Pension settlement charge (2)
1,258

 

 
763

 

 
0.01

 

Superstorm Sandy recoveries (3)
(600
)
 

 
(374
)
 

 
(0.01
)
 

Restructuring and other (recoveries) charges, net (4)
(298
)
 
8,081

 
(223
)
 
5,227

 


0.11

Foreign currency translation benefit (3)
(1,904
)
 

 
(1,904
)
 

 
(0.04
)
 

Tax benefit (5)(6)

 

 

 
(4,111
)
 


(0.08
)
Acquisition transaction costs (3)

 
368

 

 
277

 



Comparable
$
285,057

 
253,291

 
$
184,498

 
161,879

 
$
3.53


3.15

_______________

(1)
Includes the amortization of actuarial loss, interest cost and expected return on plan assets components of pension and post-retirement costs, which are tied to financial market performance. We consider these costs to be outside the operational performance of the business.
(2)
See Note (R), “Employee Benefit Plans,” for additional information.
(3)
See Note (S), Other Items Impacting Comparability,” for additional information.
(4)
See Note (G), Restructuring and Other (Recoveries) Charges,” for further discussion.
(5)
Tax charge related to a tax law change in the U.K. See Note (L),Income Taxes” for additional information.
(6)
Tax benefit associated with the resolution of a prior year tax item. See Note (L),Income Taxes” for additional information.

Excluding the special items listed above, comparable earnings and EPS from continuing operations in the third quarter of 2013 increased 9% to $77.0 million and increased 7% to $1.46 per diluted common share, respectively. Comparable earnings and EPS from continuing operations in the nine months ended September 30, 2013 increased 14% to $184.5 million and increased 12% to $3.53 per diluted common share, respectively. We believe that comparable earnings from continuing operations before taxes, comparable earnings from continuing operations, and comparable earnings per diluted common share from continuing operations, all non-GAAP financial measures, provide useful information to investors and allow for better year over year comparison of operating performance. These non-GAAP financial measures exclude non-operating pension costs, which we consider to be costs outside the operational performance of the business that can significantly change from year to year. These non-GAAP financial measures also exclude other significant items that are not representative of our ongoing business operations and allow for better year over year comparison.

Net earnings and EPS decreased 5% in the third quarter of 2013 to $71.1 million and 8% to $1.35 per diluted common share, respectively. Net earnings and EPS increased 11% in the nine months ended September 30, 2013 to $173.2 million and 9% to $3.31 per diluted common share, respectively. Net earnings from discontinued operations in the three and nine months ended September 30, 2013 declined $13.6 million and $14.2 million, respectively. The decline was primarily due to a 2012 tax benefit of $11.2 million, or $0.21 per diluted common share, recognized upon the expiration of a statute of limitations.


28

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (Continued)



CONSOLIDATED RESULTS
 
Three months ended September 30,
 
Nine months ended September 30,
 
Change 2013/2012
 
2013
 
2012
 
2013
 
2012
 
Three Months
 
Nine Months
 
(In thousands, except per share amounts)
 
 
 
 
Total revenue
$
1,634,540

 
1,573,295

 
$
4,801,556

 
4,673,431

 
   4%
 
   3%
Operating revenue (1)
1,344,925

 
1,283,217

 
3,925,785

 
3,778,751

 
   5%
 
   4%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Earnings from continuing operations before taxes
$
111,398

 
99,810

 
$
271,268

 
221,277

 
   12%
 
   23%
Earnings from continuing operations
73,875

 
64,311

 
177,252

 
145,954

 
   15%
 
   21%
Net earnings
71,067

 
75,091

 
173,185

 
156,135

 
   (5)%
 
   11%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Earnings per common share — Diluted
 
 
 
 
 
 
 
 
 
 
 
Continuing operations
$
1.40

 
1.26

 
$
3.39

 
2.84

 
   11%
 
   19%
Net earnings
1.35

 
1.47

 
3.31

 
3.04

 
   (8)%
 
   9%
  ————————————
(1)
We use operating revenue, a non-GAAP financial measure, to evaluate the operating performance of our businesses and as a measure of sales activity. FMS fuel services revenue, which is directly impacted by fluctuations in market fuel prices, is excluded from the operating revenue computation as fuel is largely a pass-through to our customers for which we realize minimal changes in profitability during periods of steady market fuel prices. However, profitability may be positively or negatively impacted by rapid changes in market fuel prices during a short period of time as customer pricing for fuel services is established based on market fuel costs. Subcontracted transportation is deducted from total revenue to arrive at operating revenue as subcontracted transportation is typically a pass-through to our customers. We realize minimal changes in profitability as a result of fluctuations in subcontracted transportation. Refer to the section titled “Non-GAAP Financial Measures” for a reconciliation of total revenue to operating revenue.
 
Revenue and Cost of Revenue by Source

Total revenue increased 4% in the third quarter of 2013 to $1.63 billion. Operating revenue increased 5% in the third quarter of 2013 to $1.34 billion. For the nine months ended September 30, 2013, total revenue increased 3% to $4.80 billion and operating revenue increased 4% to $3.93 billion. The increase in total and operating revenue was primarily driven by new business and higher volumes in SCS as well as full service lease growth in FMS.

Lease and Rental
 
Three months ended September 30,
 
Nine months ended September 30,
 
Change 2013/2012
 
2013
 
2012
 
2013
 
2012
 
Three Months
 
Nine Months
 
(Dollars in thousands)
 
 
 
 
Lease and rental revenues
$
709,039

 
693,912

 
$
2,056,795

 
2,007,393

 
   2%
 
   2%
Cost of lease and rental
486,197

 
481,240

 
1,429,845

 
1,414,456

 
   1%
 
   1%
Gross margin
222,842

 
212,672

 
626,950

 
592,937

 
   5%
 
   6%
Gross margin %
31
%
 
31
%
 
30
%
 
30
%
 
 
 
 

Lease and rental revenues represent full service lease and commercial rental product offerings within our FMS business segment. Revenues increased 2% in the third quarter of 2013 to $709.0 million and 2% to $2.06 billion in the nine months ended September 30, 2013 primarily driven by higher prices on full service lease vehicles and, to a lesser extent, higher commercial rental revenue. Commercial rental revenue increased due to an improvement in rental pricing (up 4% in the third quarter and up 3% for the nine months ended September 30, 2013) partially offset by lower demand in the U.K.

29

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (Continued)



Cost of lease and rental represents the direct costs related to lease and rental revenues. These costs are comprised of depreciation of revenue earning equipment, maintenance costs (primarily repair parts and labor), and other fixed costs such as licenses, insurance and operating taxes. Cost of lease and rental excludes interest costs from vehicle financing. Cost of lease and rental increased 1% to $486.2 million in the third quarter of 2013 and increased 1% to $1.43 billion in the nine months ended September 30, 2013 due to increased maintenance costs and depreciation from higher lease vehicle investments. The
increased costs were partially offset by lower deprecation of $7.4 million in the third quarter and $22.3 million in the nine months ended September 30, 2013, respectively from changes in the residual value policy.

Lease and rental gross margin increased 5% in the third quarter of 2013 to $222.8 million and increased 6% to $627.0 million in the nine months ended September 30, 2013. The increase in both periods was due to higher per-vehicle pricing reflecting new engine technology, benefits from improved vehicle residual values and increased utilization on a smaller average rental fleet (down 4% in the third quarter and down 8% for the nine months ended September 30, 2013). Lease and rental gross margin as a percentage of revenue was unchanged in both the third quarter and nine months ended September 30, 2013.

Services
 
Three months ended September 30,
 
Nine months ended September 30,
 
Change 2013/2012
 
2013
 
2012
 
2013
 
2012
 
Three Months
 
Nine Months
 
(Dollars in thousands)
 
 
 
 
Services revenue
$
718,292

 
667,399

 
$
2,115,419

 
2,021,284

 
   8%
 
   5%
Cost of services
597,896

 
557,495

 
1,775,554

 
1,697,773

 
   7%
 
   5%
Gross margin
120,396

 
109,904

 
339,865

 
323,511

 
   10%
 
   5%
Gross margin %
17
%
 
16
%
 
16
%
 
16
%
 
 
 


Services revenue represents all the revenues associated with our SCS business segment as well as contract maintenance, contract-related maintenance and fleet support services associated with our FMS business segment. Services revenue increased 8% in the third quarter of 2013 to $718.3 million and increased 5% in the nine months ended September 30, 2013 to $2.12 billion primarily due to new business and higher volumes in our SCS business segment, especially around dedicated services, and higher contract-related maintenance revenue in our FMS business segment.

Cost of services represents the direct costs related to services revenue and is primarily comprised of salaries and employee-related costs, SCS subcontracted transportation (purchased transportation from third parties) and maintenance costs. Cost of services increased 7% in the third quarter of 2013 to $597.9 million and increased 5% in the nine months ended September 30, 2013 to $1.78 billion primarily due to higher revenue.

Services gross margin increased 10% to $120.4 million in the third quarter of 2013 and increased 5% to $339.9 million in the nine months ended September 30, 2013 primarily due to higher revenue. Services gross margin as a percentage of revenue increased to 17% in the third quarter and remained at 16% in the nine months ended September 30, 2013.

Fuel
 
Three months ended September 30,
 
Nine months ended September 30,
 
Change 2013/2012
 
2013
 
2012
 
2013
 
2012
 
Three Months
 
Nine Months
 
(Dollars in thousands)
 
 
 
 
Fuel services revenue
$
207,209

 
211,984

 
$
629,342

 
644,754

 
   (2)%
 
   (2)%
Cost of fuel services
203,369

 
207,689

 
618,288

 
632,599

 
   (2)%
 
   (2)%
Gross margin
3,840

 
4,295

 
11,054

 
12,155

 
   (11)%
 
   (9)%
Gross margin %
2
%
 
2
%
 
2
%
 
2
%
 
 
 
 

Fuel services revenue decreased 2% in the third quarter of 2013 to $207.2 million due to lower fuel prices passed through to customers partially offset by higher gallons sold. Fuel services revenue decreased 2% to $629.3 million in the nine months ended September 30, 2013 due to lower gallons sold and lower fuel prices passed through to customers.



30

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (Continued)



Cost of fuel services includes the direct costs associated with providing our customers with fuel. These costs include fuel, salaries and employee-related costs of fuel island attendants and depreciation of our fueling facilities and equipment. Cost of fuel decreased 2% in the third quarter of 2013 to $203.4 million and decreased 2% in the nine months ended September 30, 2013 to $618.3 million due to lower revenue.

Fuel services gross margin decreased 11% to $3.8 million in the third quarter of 2013 and decreased 9% to $11.1 million in the nine months ended September 30, 2013. Fuel is largely a pass-through to customers for which we realize minimal changes in margin during periods of steady market fuel prices. However, fuel services margin is impacted by sudden increases or decreases in market fuel prices during a short period of time as customer pricing for fuel is established based on market fuel costs. Fuel service margin as a percent of revenue was unchanged in the third quarter and nine months ended September 30, 2013.
 
Three months ended September 30,
 
Nine months ended September 30,
 
Change 2013/2012
 
2013
 
2012
 
2013
 
2012
 
Three Months
 
Nine Months
 
(In thousands)
 
 
 
 
Other operating expenses
$
32,728

 
32,966

 
$
103,987

 
100,881

 
(1)%
 
3%

Other operating expenses include costs related to our owned and leased facilities within the FMS business segment such as facility depreciation, rent, insurance, utilities and taxes. These facilities are utilized to provide maintenance to our lease, rental, contract maintenance and contract-related maintenance customers. Other operating expenses also include the costs associated with used vehicle sales such as writedowns of used vehicles to fair market value and facilities costs. Other operating expenses decreased 1% to $32.7 million in the third quarter of 2013 due to lower writedowns on vehicles held for sale of $1.2 million and lower operating property depreciation partially offset by higher maintenance costs on FMS facilities. Other operating expenses increased 3% to $104.0 million in the nine months ended September 30, 2013 due to higher maintenance costs on FMS facilities partially offset by lower operating property depreciation.
 
Three months ended September 30,
 
Nine months ended September 30,
 
Change 2013/2012
 
2013
 
2012
 
2013
 
2012
 
Three Months
 
Nine Months
 
(Dollars in thousands)
 
 
 
 
Selling, general and administrative expenses (SG&A)
$
195,218

 
183,713

 
$
580,873

 
568,027

 
6%
 
2%
Percentage of total revenue
12
%
 
12
%
 
12
%
 
12
%
 
 
 
 
Percentage of operating revenue
15
%
 
14
%
 
15
%
 
15
%
 
 
 
 

SG&A expenses increased 6% to $195.2 million in the third quarter of 2013 and increased 2% to $580.9 million in the nine months ended September 30, 2013. SG&A expenses as a percent of total revenue remained at 12% in the three and nine months ended September 30, 2013. SG&A expenses increased in both the third quarter and the nine months ended September 30, 2013 due to higher compensation-related expenses and investments in information technology partially offset by lower pension expense. Pension expense, which primarily impacts SG&A expenses, decreased $0.8 million in the third quarter of 2013 and decreased $4.8 million in the nine months ended September 30, 2013 reflecting higher than expected pension asset returns in 2012 as well as contributions, partially offset by a lower discount rate at December 31, 2012 and third quarter 2013 pension settlement charges of $1.3 million.
 
Three months ended September 30,
 
Nine months ended September 30,
 
Change 2013/2012
 
2013
 
2012
 
2013
 
2012
 
Three Months
 
Nine Months
 
(In thousands)
 
 
 
 
Gains on vehicle sales, net
$
22,488

 
23,147

 
$
68,691

 
67,684

 
(3)%
 
1%


31

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (Continued)



Gains on vehicle sales, net decreased 3% in the third quarter of 2013 to $22.5 million due to lower tractor sales proceeds partially offset by higher truck sales proceeds. Global average proceeds per unit increased 1% in the third quarter of 2013 reflecting an increase in average truck proceeds per unit partially offset by lower average tractor proceeds per unit. Gains on vehicle sales, net increased 1% in the nine months ended September 30, 2013 to $68.7 million due to higher sales volume partially offset by lower average proceeds per unit. Increased sales volume in the nine months ended September 30, 2013 reflects higher wholesaling activity to maintain used vehicle inventories at acceptable levels. Global average proceeds per unit decreased 1% in the nine months ended September 30, 2013 reflecting a higher proportion of vehicle sales in international markets with lower prices.
 
Three months ended September 30,
 
Nine months ended September 30,
 
Change 2013/2012
 
2013
 
2012
 
2013
 
2012
 
Three Months
 
Nine Months
 
(Dollars in thousands)
 
 
 
 
Interest expense
$
33,967

 
34,879

 
$
102,322

 
105,266

 
(3)%
 
(3)%
Effective interest rate
3.4
%
 
3.7
%
 
3.5
%
 
3.8
%
 
 
 
 

Interest expense decreased 3% in the third quarter of 2013 to $34.0 million and decreased 3% in the nine months ended September 30, of 2013 to $102.3 million reflecting a lower effective interest rate partially offset by higher average outstanding debt. The lower effective interest rate in 2013 primarily reflects the replacement of higher interest rate debt with debt issuances at lower rates. The increase in average outstanding debt reflects capital spending over the last twelve months.
 
Three months ended September 30,
 
Nine months ended September 30,
 
2013
 
2012
 
2013
 
2012
 
(In thousands)
Miscellaneous income, net
$
3,447

 
1,424

 
$
11,592

 
7,245


Miscellaneous income, net consists of investment income on securities used to fund certain benefit plans, interest income, gains from sales of operating property, foreign currency transaction gains and other non-operating items. Miscellaneous income, net increased in the third quarter and nine months ended September 30, 2013 primarily from higher investment income from securities used to fund certain benefit plans and insurance recoveries, including business interruption claims primarily related to Superstorm Sandy. In addition, miscellaneous income, net increased in the nine months ended September 30, 2013 due to a benefit from the recognition of the accumulated adjustment in a foreign operation partially offset by lower gains on sales of property.
 
Three months ended September 30,
 
Nine months ended September 30,
 
2013
 
2012
 
2013
 
2012
 
(In thousands)
Restructuring and other (recoveries) charges, net
$
(298
)
 
74
 
$
(298
)
 
8,081

Refer to Note (G), “Restructuring and Other (Recoveries) Charges,” in the Notes to Consolidated Condensed Financial Statements for a discussion of the restructuring and other (recoveries) charges recognized during the three and nine months ended September 30, 2013 and 2012.
 
Three months ended September 30,
 
Nine months ended September 30,
 
Change 2013/2012
 
2013
 
2012
 
2013
 
2012
 
Three Months
 
Nine Months
 
(Dollars in thousands)
 
 
 
 
Provision for income taxes
$
37,523

 
35,499

 
$
94,016

 
75,323

 
6%
 
25%
Effective tax rate from continuing operations
33.7
%
 
35.6
%
 
34.7
%
 
34.0
%
 
 
 
 

Our effective income tax rate from continuing operations for the third quarter of 2013 was 33.7% compared with 35.6% in the same period of the prior year. The effective tax rate in the third quarter of 2012 was negatively impacted by a tax law change in the U.K., which increased the provision for income taxes by $0.9 million and our effective tax rate by 0.9%. The decrease in our effective tax rate in the third quarter of 2013 was also due to a higher proportionate amount of 2013 earnings in lower tax rate jurisdictions.

32

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (Continued)



Our effective income tax rate from continuing operations for the nine months ended September 30, 2013 was 34.7% compared with 34.0% in the same period of the prior year. The effective rate from continuing operations in the nine months ended September 30, 2012 was favorably impacted by a tax benefit of $5.0 million (2.2% of earnings before tax) relating to the favorable resolution of a tax item from prior periods, partially offset by the previously discussed U.K. tax law change. The increase in the effective tax rate in the nine months ended September 30, 2013 reflects the $5.0 million tax benefit in the prior year partially offset by a higher proportionate amount of 2013 earnings in lower tax rate jurisdictions as well as the impact of tax law changes in the U.K.

 
Three months ended September 30,
 
Nine months ended September 30,
 
2013
 
2012
 
2013
 
2012
 
(In thousands)
(Loss) earnings from discontinued operations, net of tax
$
(2,808
)
 
10,780
 
$
(4,067
)
 
10,181

Refer to Note (D), “Discontinued Operations,” in the Notes to Consolidated Condensed Financial Statements for a discussion of losses from discontinued operations.


33

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (Continued)



OPERATING RESULTS BY BUSINESS SEGMENT
 
Three months ended September 30,
 
Nine months ended September 30,
 
Change 2013/2012
 
2013
 
2012
 
2013
 
2012
 
Three Months
 
Nine Months
 
(Dollars in thousands)
 
 
 
 
Revenue:
 
 
 
 
 
 
 
 
 
 
 
Fleet Management Solutions
$
1,138,217

 
1,115,350

 
$
3,359,207

 
3,287,646

 
2%
 
2%
Supply Chain Solutions
610,750


563,165

 
1,784,406


1,705,332

 
  8
 
5
Eliminations
(114,427
)

(105,220
)
 
(342,057
)

(319,547
)
 
  9
 
7
Total
$
1,634,540


1,573,295

 
$
4,801,556


4,673,431

 
4%
 
3%
Operating Revenue:
 
 
 
 
 
 
 
 
 
 
 
Fleet Management Solutions
$
872,248


848,086

 
$
2,548,763


2,471,693

 
3%
 
3%
Supply Chain Solutions
528,344


485,070

 
1,537,977


1,455,405

 
  9
 
6
Eliminations
(55,667
)

(49,939
)
 
(160,955
)

(148,347
)
 
  11
 
8
Total
$
1,344,925


1,283,217

 
$
3,925,785


3,778,751

 
5%
 
4%
EBT:
 
 
 
 
 
 
 
 
 
 
 
Fleet Management Solutions
$
96,428


94,250

 
$
245,840


221,584

 
2%
 
11%
Supply Chain Solutions
38,483


31,911

 
94,977


84,183

 
  21
 
13
Eliminations
(8,010
)

(6,901
)
 
(23,748
)

(20,628
)
 
  16
 
15
 
126,901


119,260

 
317,069


285,139

 
  6
 
11
Unallocated Central Support Services
(10,053
)

(11,149
)
 
(32,012
)

(31,848
)
 
  (10)
 
1
Non-operating pension costs
(5,090
)

(7,859
)
 
(15,333
)

(23,565
)
 
  (35)
 
(35)
Restructuring and other recoveries (charges), net and other items
(360
)

(442
)
 
1,544


(8,449
)
 
NM
 
NM
Earnings from continuing operations before income taxes
$
111,398


99,810

 
$
271,268


221,277

 
  12%
 
23%

As part of management’s evaluation of segment operating performance, we define the primary measurement of our segment financial performance as “Earnings Before Taxes” (EBT) from continuing operations, which includes an allocation of Central Support Services (CSS), and excludes non-operating pension costs, restructuring and other (recoveries) charges, net, as described in Note (G), “Restructuring and Other (Recoveries) Charges,” and the items discussed in Note (S), “Other Items Impacting Comparability,” in the Notes to Consolidated Condensed Financial Statements. CSS represents those costs incurred to support all business segments, including human resources, finance, corporate services and public affairs, information technology, health and safety, legal and corporate communications.

The objective of the EBT measurement is to provide clarity on the profitability of each business segment and, ultimately, to hold leadership of each business segment and each operating segment within each business segment accountable for their allocated share of CSS costs. Segment results are not necessarily indicative of the results of operations that would have occurred had each segment been an independent, stand-alone entity during the periods presented. Certain costs are considered to be overhead not attributable to any segment and remain unallocated in CSS. Included within the unallocated overhead remaining within CSS are the costs for investor relations, public affairs and certain executive compensation.

Inter-segment revenue and EBT are accounted for at rates similar to those executed with third parties. EBT related to inter-segment equipment and services billed to customers (equipment contribution) are included in both FMS and SCS and then eliminated (presented as “Eliminations” in the table above).

34

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (Continued)



 The following table provides a reconciliation of items excluded from our segment EBT measure to their classification within our Consolidated Condensed Statements of Earnings: 
 
 
 
 
Three months ended September 30,
 
Nine months ended September 30,
Description
 
Consolidated
Condensed Statements of Earnings Line Item
 
2013
 
2012
 
2013
 
2012
 
 
 
 
(In thousands)
Non-operating pension costs
 
SG&A
 
$
(5,090
)
 
(7,859
)
 
$
(15,333
)
 
(23,565
)
Pension settlement charge (1)
 
SG&A
 
(1,258
)
 

 
(1,258
)
 

Superstorm Sandy recoveries (2)
 
Cost of services
 
600

 

 
600

 

Foreign currency translation benefit (2)
 
Miscellaneous income
 

 

 
1,904

 

Restructuring and other recoveries (charges), net (3)
 
Restructuring 
 
298

 
(74
)
 
298

 
(8,081
)
Acquisition transaction costs (2)
 
SG&A
 

 
(368
)
 

 
(368
)
 
 
 
 
$
(5,450
)
 
(8,301
)
 
$
(13,789
)
 
(32,014
)
———————————
(1)
See Note (R), “Employee Benefit Plans,” for additional information.
(2)
See Note (S), Other Items Impacting Comparability, for additional information.
(3)
See Note (G), Restructuring and Other (Recoveries) Charges,” for further discussion.


Fleet Management Solutions
  
Three months ended September 30,
 
Nine months ended September 30,
 
Change 2013/2012
  
2013
 
2012
 
2013
 
2012
 
Three Months
 
Nine Months
 
(Dollars in thousands)
 
 
 
 
Full service lease
$
548,344


533,440

 
$
1,621,989


1,565,489

 
  3%
 
4%
Contract maintenance
45,549


47,092

 
136,935


140,571

 
  (3)
 
(3)
Contractual revenue
593,893


580,532

 
1,758,924


1,706,060

 
  2
 
3
Contract-related maintenance
49,909


44,389

 
155,288


137,424

 
  12
 
13
Commercial rental
210,716


205,376

 
580,325


575,352

 
  3
 
1
Other
17,730


17,789

 
54,226


52,857

 
 
3
 Operating revenue (1)
872,248


848,086

 
2,548,763


2,471,693

 
  3
 
3
Fuel services revenue
265,969


267,264


810,444


815,953

 
 
(1)
Total revenue
$
1,138,217


1,115,350

 
$
3,359,207


3,287,646

 
  2%
 
  2%
 
 
 
 
 
 
 
 
 
 
 
 
Segment EBT
$
96,428


94,250

 
$
245,840


221,584

 
  2%
 
  11%
Segment EBT as a % of total revenue
8.5
%

8.5
%
 
7.3
%

6.7
%
 
 
60 bps
Segment EBT as a % of operating revenue (1)
11.1
%

11.1
%
 
9.6
%

9.0
%
 
 
60 bps
 ————————————
(1)
We use operating revenue and EBT as a percent of operating revenue, non-GAAP financial measures, to evaluate the operating performance of our FMS business segment and as a measure of sales activity. Fuel services revenue, which is directly impacted by fluctuations in market fuel prices, is excluded from our operating revenue computation as fuel is largely a pass-through to customers for which we realize minimal changes in profitability during periods of steady market fuel prices. However, profitability may be positively or negatively impacted by rapid changes in market fuel prices during a short period of time as customer pricing for fuel services is established based on market fuel costs.

35

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (Continued)



Total revenue increased 2% in the third quarter of 2013 to $1.14 billion. Operating revenue (revenue excluding fuel) increased 3% in the third quarter of 2013 to $872.2 million. For the the nine months ended September 30, 2013, total revenue increased 2% to $3.36 billion. Operating revenue (revenue excluding fuel) increased 3% in the nine months ended September 30, 2013 to $2.55 billion. The following table summarizes the components of the change in revenue on a percentage basis versus the prior year:

 
Three months ended September 30, 2013
 
Nine months ended September 30, 2013
 
Total
 
Operating
 
Total
 
Operating
Organic including price and volume
   2%
 
   3%
 
   2%
 
   2%
Acquisitions
 
 
 
1
Total increase
 2%
 
 3%
 
 2%
 
 3%

Full service lease revenue increased 3% in the third quarter of 2013 and 4% in the nine months ended September 30, 2013 primarily reflecting higher prices on replacement vehicles. The higher pricing on replacement vehicles was driven by increased costs on new engine technology. The average number of full service lease vehicles declined 1% from the prior year, reflecting the anticipated non-renewal of certain low margin trailers in the U.K., the impact of economic uncertainty and more efficient redeployment of off-lease vehicles. We expect favorable full service lease comparisons through the end of the year primarily due to the current replacement cycle of expiring leases. Contract-related maintenance revenue increased 12% in the third quarter of 2013 and increased 13% in the nine months ended September 30, 2013 due primarily to our new on-demand maintenance product initiative and the benefit of the Euroway acquisition. Commercial rental revenue increased 3% in the third quarter of 2013 and increased 1% in the nine months ended September 30, 2013 reflecting increased global rental pricing (up 4% in the third quarter of 2013 and up 3% in the nine months ended September 30, 2013) and increased demand in the U.S. partially offset by lower demand in the U.K. We expect favorable year over year commercial rental revenue comparisons through the end of the year due to higher pricing. Fuel services revenue was unchanged in the third quarter of 2013 as lower prices passed through to customers were offset by higher gallons sold. Fuel services revenue decreased 1% in the the nine months ended September 30, 2013 due to lower gallons sold and lower prices passed through to customers.

The following table provides commercial rental statistics on our global fleet:
 
 
Three months ended September 30,
 
Nine months ended September 30,
 
Change 2013/2012
 
2013
 
2012
 
2013
 
2012
 
Three Months
 
Nine Months
 
(Dollars in thousands)
 
 
 
 
Rental revenue from non-lease customers
$
124,365

 
120,646

 
$
337,617

 
328,565

 
3%
 
3%
Rental revenue from lease customers (1)
$
86,351

 
84,730

 
$
242,708

 
246,787

 
2%
 
(2)%
Average commercial rental power fleet size — in service (2), (3)
29,700

 
30,600

 
28,700

 
30,500

 
(3)%
 
(6)%
Commercial rental utilization — power fleet
79.7
%

77.4
%

78.0
%

73.8
%
 
230 bps
 
420 bps
  ————————————
(1)
Represents revenue from rental vehicles provided to our existing full service lease customers, generally during peak periods in their operations.
(2)
Number of units rounded to nearest hundred and calculated using quarterly average unit counts.
(3)
Fleet size excluding trailers.

FMS EBT increased 2% in the third quarter of 2013 to $96.4 million primarily due to higher earnings in North America from strong commercial rental performance and better full service lease results partially offset by lower earnings in the U.K., including weaker demand and one-time charges. Full service lease comparisons benefited from higher per vehicle pricing reflecting new engine technology and vehicle residual policy changes. Commercial rental performance improved 9% in the third quarter of 2013 as a result of higher pricing and increased fleet utilization partially offset by lower performance in the U.K. Rental power fleet utilization was 79.7% for the third quarter of 2013, up from 77.4% in the year earlier period. FMS EBT in the third quarter of 2013 included a $7.4 million benefit from lower depreciation due to residual value policy changes implemented January 1, 2013. The lower earnings in the U.K. were driven by weaker demand and unusually high bad debt. Used vehicle sales results modestly improved with stable pricing. In the third quarter, we incurred higher costs reflecting planned increased strategic investments, primarily in new product development and customer-facing information technology.



36

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (Continued)



FMS EBT increased 11% in the nine months ended September 30, 2013 to $245.8 million primarily due to improved full service lease performance and the benefit of $22.3 million of lower depreciation due to residual value policy changes implemented January 1, 2013. Full service lease comparisons benefited from higher per vehicle pricing reflecting new engine technology. Commercial rental performance increased 5% from the prior year reflecting higher pricing and increased fleet utilization offset by lower performance in the U.K. Rental power fleet utilization was 78.0% for the nine months ended September 30, 2013, up from 73.8% in the year earlier period. Used vehicle sales results modestly improved primarily due to stronger volumes partially offset by lower proceeds per unit.



















































37

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (Continued)


Our global fleet of owned and leased revenue earning equipment and contract maintenance vehicles is summarized as follows (number of units rounded to the nearest hundred):
 
 
 
 
 
 
 
Change
 
September 30, 2013
 
December 31, 2012
 
September 30, 2012
 
Sept. 2013/Dec. 2012
 
Sept. 2013/Sept. 2012
End of period vehicle count
 
 
 
 
 
 
 
 
 
By type:
 
 
 
 
 
 
 
 
 
Trucks (1)
68,000

 
68,800

 
70,100

 
  (1)%
 
  (3)%
Tractors (2)
59,200

 
58,800

 
58,400

 
  1
 
  1
Trailers (3) (4)
41,400

 
42,700

 
43,100

 
  (3)
 
  (4)
    Other
1,800

 
2,200

 
2,300

 
  (18)
 
  (22)
Total
170,400

 
172,500

 
173,900

 
  (1)%
 
  (2)%
 
 
 
 
 
 
 
 
 
 
By ownership:
 
 
 
 
 
 
 
 
 
Owned
166,600

 
168,000

 
169,200

 
  (1)%
 
  (2)%
Leased
3,800

 
4,500

 
4,700

 
  (16)
 
  (19)
Total
170,400

 
172,500

 
173,900

 
  (1)%
 
  (2)%
 
 
 
 
 
 
 
 
 
 
By product line: (4)
 
 
 
 
 
 
 
 
 
Full service lease
120,800

 
122,400

 
122,700

 
  (1)%
 
  (2)%
Commercial rental
38,500

 
38,000

 
39,200

 
  1
 
  (2)
  Service vehicles and other
2,900

 
2,900

 
2,900

 
 
Active units
162,200

 
163,300

 
164,800

 
  (1)
 
  (2)
Held for sale
8,200

 
9,200

 
9,100

 
  (11)
 
  (10)
Total
170,400

 
172,500

 
173,900

 
  (1)%
 
  (2)%
 
 
 
 
 
 
 
 
 
 
Customer vehicles under contract maintenance
37,700

 
37,800

 
37,000

 
—%
 
  2%
 
 
 
 
 
 
 
 
 
 
Total vehicles under service
208,100

 
210,300

 
210,900

 
  (1)%
 
  (1)%
 
 
 
 
 
 
 
 
 
 
Quarterly average vehicle count
 
 
 
 
 
 
 
 
 
By product line:
 
 
 
 
 
 
 
 
 
Full service lease
120,700

 
122,100

 
122,100

 
  (1)%
 
  (1)%
Commercial rental
38,300

 
38,600

 
40,000

 
  (1)
 
  (4)
Service vehicles and other
3,000

 
2,900

 
2,900

 
  3
 
  3
Active units
162,000

 
163,600

 
165,000

 
  (1)
 
  (2)
Held for sale
8,800

 
9,500

 
9,300

 
  (7)
 
  (5)
Total
170,800

 
173,100

 
174,300

 
  (1)%
 
  (2)%
 
 
 
 
 
 
 
 
 
 
Customer vehicles under contract maintenance
37,400

 
37,500

 
36,700

 
—%
 
  2%
 
 
 
 
 
 
 
 
 
 
Year-to-date average vehicle count
 
 
 
 
 
 
 
 
 
By product line:
 
 
 
 
 
 
 
 
 
Full service lease
121,200

 
121,900

 
121,800

 
  (1)%
 
—%
Commercial rental
37,500

 
40,100

 
40,600

 
  (6)
 
  (8)
Service vehicles and other
2,900

 
2,900

 
3,000

 
 
  (3)
Active units
161,600

 
164,900

 
165,400

 
  (2)
 
  (2)
Held for sale
9,500

 
8,800

 
8,600

 
  8
 
  10
Total
171,100

 
173,700

 
174,000

 
  (1)%
 
  (2)%
 
 
 
 
 
 
 
 
 
 
Customer vehicles under contract maintenance
37,700

 
36,500

 
36,100

 
  3%
 
  4%
 ———————————
(1)
Generally comprised of Class 1 through Class 6 type vehicles with a Gross Vehicle Weight (GVW) up to 26,000 pounds.
(2)
Generally comprised of over the road on highway tractors and are primarily comprised of Classes 7 and 8 type vehicles with a GVW of over 26,000 pounds.
(3)
Generally comprised of dry, flatbed and refrigerated type trailers.
(4)
Includes 7,900 trailers (5,100 full service lease and 2,800 commercial rental and other), 9,400 trailers (6,200 full service lease and 3,200 commercial rental and other) and 9,700 trailers (6,500 full service lease and 3,200 commercial rental and other) as of September 30, 2013, December 31, 2012 and September 30, 2012, respectively, acquired as part of the Hill Hire acquisition.
Note: Quarterly and year-to-date amounts were computed using a 6-point and 18-point average, respectively, based on monthly information. 

38

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (Continued)


The following table provides a breakdown of our non-revenue earning equipment included in our global fleet count (number of units rounded to nearest hundred):
 
 
 
 
 
 
 
Change
 
September 30,
2013
 
December 31,
2012
 
September 30,
2012
 
Sept. 2013/
Dec. 2012
 
Sept. 2013/
Sept. 2012
Not yet earning revenue (NYE)
1,900
 
2,200
 
2,000
 
  (14)%
 
  (5)%
No longer earning revenue (NLE):
 
 
 
 
 
 
 
 
 
Units held for sale
8,200
 
9,200
 
9,100
 
(11)
 
(10)
Other NLE units
2,500
 
2,800
 
3,300
 
(11)
 
(24)
Total
12,600
 
14,200
 
14,400
 
  (11)%
 
  (13)%

NYE units represent new vehicles on hand that are being prepared for deployment to a lease customer or into the rental fleet. Preparations include activities such as adding lift gates, paint, decals, cargo area and refrigeration equipment. NYE units decreased compared to both year-end and September 30, 2012 due to the timing of lease replacements and new sales activity. NLE units represent vehicles held for sale and vehicles for which no revenue has been earned in the previous 30 days. NLE units decreased compared to both year-end and September 30, 2012 reflecting lower used vehicle inventories and increased commercial rental demand in North America. We expect NLE levels to decrease through the end of the year from a decline in vehicles held for sale.

Supply Chain Solutions
 
Three months ended September 30,
 
Nine months ended September 30,
 
Change 2013/2012
 
2013
 
2012
 
2013
 
2012
 
Three Months
 
Nine Months
 
(Dollars in thousands)
 
 
 
 
Operating revenue:
 
 
 
 
 
 
 
 
 
 
 
Automotive
$
140,115

 
140,139

 
$
433,553

 
421,797

 
—%
 
3%
High-Tech
85,525

 
77,453

 
245,299

 
235,777

 
10
 
4
Retail & CPG
191,079

 
178,198

 
547,209

 
534,497

 
7
 
2
Industrial and other
111,625

 
89,280

 
311,916

 
263,334

 
25
 
18
Total operating revenue (1)
528,344


485,070

 
1,537,977


1,455,405

 
9
 
6
Subcontracted transportation
82,406


78,095

 
246,429


249,927

 
6
 
(1)
Total revenue
$
610,750


563,165

 
$
1,784,406


1,705,332

 
8%
 
5%
 
 
 
 
 
 
 
 
 
 
 
 
Segment EBT
$
38,483


31,911

 
$
94,977


84,183

 
21%
 
13%
Segment EBT as a % of total revenue
6.3
%

5.7
%
 
5.3
%

4.9
%
 
60 bps
 
40 bps
Segment EBT as a % of operating revenue(1)
7.3
%

6.6
%
 
6.2
%

5.8
%
 
70 bps
 
40 bps
Memo:
 
 
 
 
 
 
 
 

 

Dedicated services total revenue
$
343,280


316,914

 
$
1,006,780


972,304

 
8%
 
4%
Dedicated services operating revenue (1)(2)
$
309,248


282,066

 
$
902,348


848,008

 
10%
 
6%
Average fleet
12,100


11,500


12,100


11,500


5%

5%
Fuel costs (3)
$
67,093


62,387

 
$
202,188


192,998

 
8%
 
5%
  ————————————
(1)
We use operating revenue and EBT as a percent of operating revenue, non-GAAP financial measures, to evaluate the operating performance of our SCS business segment and as a measure of sales activity and profitability. In SCS transportation management arrangements, we may act as a principal or as an agent in purchasing transportation on behalf of our customer. We record revenue on a gross basis when acting as principal and we record revenue on a net basis when acting as an agent. As a result, total revenue may fluctuate depending on our role in subcontracted transportation arrangements yet our profitability remains unchanged as we typically realize minimal profitability from subcontracting transportation. We deduct subcontracted transportation expense from SCS total revenue to arrive at SCS operating revenue, and from dedicated services total revenue to arrive at dedicated services operating revenue.
(2)
Dedicated services operating revenue excludes dedicated subcontracted transportation as follows: $34.0 million and $34.8 million for the three months ended September 30, 2013 and 2012, respectively, and $104.4 million and $124.3 million for the nine months ended September 30, 2013 and 2012, respectively.
(3)
Fuel costs are largely a pass-through to customers and therefore have a direct impact on revenue.


39

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (Continued)



Total revenue increased 8% in the third quarter of 2013 to $610.8 million due to higher operating revenue and subcontracted transportation. Operating revenue (revenue excluding subcontracted transportation) increased 9% in the third quarter of 2013 to $528.3 million. For the nine months ended September 30, 2013, total revenue increased 5% to $1.78 billion and operating revenue increased 6% to $1.54 billion. Operating revenue growth was driven by the industrial, retail and CPG, and high tech industry vertical groups in both the third quarter and the nine months ended September 30, 2013 primarily from new business and higher volumes. Dedicated services also saw strong double-digit growth in the three months ended September 30, 2013, driven by increased customer outsourcing activity. We expect favorable revenue comparisons through the end of the year due to new sales activity. The following table summarizes the components of the change in revenue on a percentage basis versus the prior year:
 
Three months ended September 30, 2013
 
Nine months ended September 30, 2013
 
Total
 
Operating
 
Total
 
Operating
Organic including price and volume
7%
 
9%
 
5%
 
6%
Subcontracted transportation
1
 
 
 
Total increase
8%
 
9%
 
   5%
 
6%

SCS EBT increased 21% in the third quarter of 2013 to $38.5 million and increased 13% in the nine months ended September 30, 2013 to $95.0 million due to new business and increased sales volume. The earnings improvement in the nine months ended September 30, 2013 also reflects unusually high medical benefit costs in the prior year and favorable insurance developments in the current year.

Central Support Services
 
Three months ended September 30,
 
Nine months ended September 30,
 
Change 2013/2012
 
2013
 
2012
 
2013
 
2012
 
Three Months
 
Nine Months
 
(Dollars in thousands)
 
 
 
 
Human resources
$
4,740

 
3,927

 
$
13,499

 
14,618

 
21%
 
(8)%
Finance
12,706

 
13,128

 
37,519

 
39,005

 
(3)
 
(4)
Corporate services and public affairs
3,470

 
3,894

 
10,609

 
10,823

 
(11)
 
(2)
Information technology
16,731

 
14,249

 
50,843

 
44,330

 
17
 
15
Health and safety
2,103

 
1,882

 
6,042

 
5,919

 
12
 
2
Other
11,407

 
11,339

 
36,100

 
30,610

 
1
 
18
Total CSS
51,157

 
48,419

 
154,612

 
145,305

 
6
 
6
Allocation of CSS to business segments
(41,104
)
 
(37,270
)
 
(122,600
)
 
(113,457
)
 
10
 
8
Unallocated CSS
$
10,053

 
11,149

 
$
32,012

 
31,848

 
(10)%
 
1%

Total CSS costs increased 6% in the third quarter of 2013 to $51.2 million and increased 6% in the nine months ended September 30, 2013 to $154.6 million primarily due to planned investments in information technology initiatives. Total CSS costs in the nine months ended September 30, 2013 also increased due to higher compensation-related expenses. Unallocated CSS decreased 10% in the third quarter of 2013 to $10.1 million due to lower professional services costs partially offset by higher compensation-related expenses. Unallocated CSS increased 1% in the nine months ended September 30, 2013 to $32.0 million primarily due to higher compensation-related expenses partially offset by lower professional services costs.

40

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (Continued)


FINANCIAL RESOURCES AND LIQUIDITY

Cash Flows

The following is a summary of our cash flows from operating, financing and investing activities from continuing operations:
 
 
Nine months ended September 30,
 
2013
 
2012
 
(In thousands)
Net cash provided by (used in):
 
 
 
Operating activities
$
890,035

 
767,525

Financing activities
226,391

 
412,826

Investing activities
(1,112,811
)
 
(1,188,076
)
Effect of exchange rate changes on cash
9,187

 
1,508

Net change in cash and cash equivalents
$
12,802

 
(6,217
)

A detail of the individual items contributing to the cash flow changes is included in the Consolidated Condensed Statements of Cash Flows.
 
Cash provided by operating activities from continuing operations increased to $890.0 million in the nine months ended September 30, 2013 compared with $767.5 million in 2012 reflecting reduced working capital needs and higher earnings compared to the prior year period. The reduced working capital needs were primarily driven by lower payments to vendors within trade accounts payable, lower pension contributions and improved collections on trade accounts receivable from customers. Cash provided by financing activities decreased to $226.4 million in the nine months ended September 30, 2013 compared with $412.8 million in 2012 as a result of lower borrowing needs. Cash used in investing activities decreased to $1.11 billion in the nine months ended September 30, 2013 compared with $1.19 billion in 2012 primarily due to lower commercial rental capital spending, partially offset by proceeds from the sale-leaseback transaction completed in 2012.

We refer to the sum of operating cash flows, proceeds from the sales of revenue earning equipment and operating property and equipment, collections on direct finance leases, sale and leaseback of revenue earning equipment, and other investing cash inflows from continuing operations as “total cash generated.” We refer to the net amount of cash generated from operating and investing activities (excluding changes in restricted cash and acquisitions) from continuing operations as “free cash flow.” Although total cash generated and free cash flow are non-GAAP financial measures, we consider them to be important measures of comparative operating performance. We also believe total cash generated to be an important measure of total cash inflows generated from our ongoing business activities. We believe free cash flow provides investors with an important perspective on the cash available for debt service and for shareholders after making capital investments required to support ongoing business operations. Our calculation of free cash flow may be different from the calculation used by other companies and therefore comparability may be limited.

The following table shows the sources of our free cash flow computation:
 
Nine months ended September 30,
 
2013
 
2012
 
(In thousands)
Net cash provided by operating activities from continuing operations
$
890,035


767,525

Sales of revenue earning equipment
330,766


304,857

Sales of operating property and equipment
5,847


5,088

Collections on direct finance leases
54,841


51,091

Insurance recoveries
8,173

 

Sale and leaseback of revenue earning equipment


130,184

Total cash generated
1,289,662


1,258,745

Purchases of property and revenue earning equipment
(1,495,824
)

(1,694,822
)
Free cash flow
$
(206,162
)

(436,077
)


41

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (Continued)


Free cash flow improved $229.9 million to negative $206.2 million in 2013 primarily due to higher cash flows from operations and lower cash payments for the purchase of commercial rental vehicles. We now expect full-year 2013 free cash flow to be approximately negative $350 million, down from prior expectations of approximately negative $190 million. The decline is due to increased capital expenditures for full service lease vehicle purchases.

The following table provides a summary of capital expenditures:
 
Nine months ended September 30,
 
2013
 
2012
 
(In thousands)
Revenue earning equipment: (1)
 
 
 
Full service lease
$
1,220,723

 
1,143,891

Commercial rental
219,845

 
526,290

 
1,440,568

 
1,670,181

Operating property and equipment
56,926

 
46,616

Total capital expenditures
1,497,494


1,716,797

Changes in accounts payable related to purchases of revenue earning equipment
(1,670
)
 
(21,975
)
Cash paid for purchases of property and revenue earning equipment
$
1,495,824


1,694,822

  ————————————
(1)
Capital expenditures exclude non-cash additions of approximately $5.5 million and $20.6 million during the nine months ended September 30, 2013 and 2012, respectively, in assets held under capital leases resulting from the extension of existing operating leases and the Euroway acquisition in 2012.

Capital expenditures (accrual basis) decreased 13% in the nine months ended September 30, 2013 to $1.50 billion reflecting lower commercial rental capital spending. The Company now expects full-year 2013 capital expenditures from continuing operations to be approximately $2.1 billion, up from a prior forecast of $1.8 billion to $1.9 billion. This increase is the result of a greater number of new vehicles being used to fulfill full service lease sales and higher lease sales than previously forecasted.

Financing and Other Funding Transactions

We utilize external capital primarily to support working capital needs and growth in our asset-based product lines. The variety of debt financing alternatives typically available to fund our capital needs include commercial paper, long-term and medium-term public and private debt, asset-backed securities, bank term loans, leasing arrangements and bank credit facilities. Our principal sources of financing are issuances of commercial paper and medium-term notes.

Our ability to access unsecured debt in the capital markets is impacted by both our short-term and long-term debt ratings. These ratings are intended to provide guidance to investors in determining the credit risk associated with particular Ryder securities based on current information obtained by the rating agencies from us or from other sources. Lower ratings generally result in higher borrowing costs as well as reduced access to unsecured capital markets. A significant downgrade of our short-term debt ratings would impair our ability to issue commercial paper and likely require us to rely on alternative funding sources. A significant downgrade would not affect our ability to borrow amounts under our revolving credit facility described below.

Our debt ratings and rating outlooks at September 30, 2013 were as follows:
 
Short-term
 
Long-term
 
Rating
  
Outlook
  
Rating
  
Outlook
Moody’s Investors Service
P2
  
Stable
  
Baa1
  
Stable
Standard & Poor’s Ratings Services
A2
  
Stable
  
BBB
  
Stable
Fitch Ratings
F2
  
Stable
  
A-
  
Stable

42

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (Continued)


We believe that our operating cash flows, together with our access to commercial paper markets and other available debt financing, will be adequate to meet our operating, investing and financing needs in the foreseeable future. However, there can be no assurance that unanticipated volatility and disruption in commercial paper markets would not impair our ability to access these markets on terms commercially acceptable to us or at all. If we cease to have access to commercial paper and other sources of unsecured borrowings, we would meet our liquidity needs by drawing upon contractually committed lending agreements as described below and/or by seeking other funding sources.

At September 30, 2013, we had the following amounts available to fund operations under the following facilities:
 
(In millions)
Global revolving credit facility
$257
Trade receivables program
$175
 
We maintain a $900 million global revolving credit facility with a syndicate of twelve lending institutions led by Bank of America N.A., Bank of Tokyo-Mitsubishi UFJ, Ltd., BNP Paribas, Mizuho Corporate Bank, Ltd., Royal Bank of Canada, Royal Bank of Scotland Plc, U.S. Bank National Association and Wells Fargo Bank, N.A. On October 18, 2013, the maturity date of the global credit facility was extended from June 2016 to October 2018. The global facility is used primarily to finance working capital. In order to maintain availability of funding, we must maintain a ratio of debt to consolidated net worth of less than or equal to 300%. Net worth, as defined in the credit facility, represents shareholders' equity excluding any accumulated other comprehensive income or loss associated with our pension and other postretirement plans. The ratio at September 30, 2013 was 176%.
We also have a $175 million trade receivables purchase and sale program, pursuant to which we ultimately sell certain ownership interests in certain of our domestic trade accounts receivable to a receivables conduit or committed purchasers. We use this program to provide additional liquidity to fund our operations, particularly when it is cost effective to do so. The program contains provisions restricting its availability in the event of a material adverse change to our business operations or the collectibility of the collateralized receivables. The program expires on October 25, 2013. We are currently in the process of renewing the program through October 2014.
On February 6, 2013, Ryder filed an automatic shelf registration statement on Form S-3 with the SEC. The registration is for an indeterminate number of securities and is effective for three years. Under this universal shelf registration statement, we have the capacity to offer and sell from time to time various types of securities, including common stock, preferred stock and debt securities, subject to market demand and ratings status. Refer to Note (M), “Debt,” in the Notes to Consolidated Condensed Financial Statements for further discussion around the global revolving credit facility, the trade receivables program, the issuance of medium-term notes under this shelf registration statement and debt maturities.
























43

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (Continued)


The following table shows the movements in our debt balance:
 
Nine months ended September 30,
 
2013
 
2012
 
(In thousands)
Debt balance at January 1
$
3,820,796

 
3,382,145

Cash-related changes in debt:
 
 
 
Net change in commercial paper borrowings
284,481

 
(46,485
)
Proceeds from issuance of medium-term notes
249,723

 
698,635

Proceeds from issuance of other debt instruments
7,954

 
47,120

Retirement of medium term notes
(250,000
)
 
(200,000
)
Other debt repaid, including capital lease obligations
(73,300
)
 
(29,042
)
 
218,858

 
470,228

Non-cash changes in debt:
 
 
 
Fair value of debt and capital leases assumed on acquisition


 
20,308

Fair market value adjustment on notes subject to hedging
(6,323
)
 
(2,016
)
Addition of capital lease obligations
5,500

 
627

Changes in foreign currency exchange rates and other non-cash items
(1,839
)
 
16,798

Total changes in debt
216,196

 
505,945

Debt balance at September 30
$
4,036,992

 
3,888,090



In accordance with our funding philosophy, we attempt to balance the aggregate average remaining re-pricing life of our debt with the aggregate average remaining re-pricing life of our assets. We utilize both fixed-rate and variable-rate debt to achieve this match and generally target a mix of 25% to 45% variable-rate debt as a percentage of total debt outstanding. The variable-rate portion of our total obligations (including notional value of swap agreements) was 31% and 33% at September 30, 2013 and December 31, 2012, respectively.

Ryder’s leverage ratios and a reconciliation of on-balance sheet debt to total obligations were as follows:

 
September 30,
2013
 
% to
Equity
 
December 31,
2012
 
% to
Equity
 
(Dollars in thousands)
On-balance sheet debt
$
4,036,992


244%

3,820,796


260%
Off-balance sheet debt—PV of minimum lease payments and guaranteed residual values under operating leases for vehicles (1)
118,172




147,987



Total obligations
$
4,155,164


251%

3,968,783


270%
 ————————————
(1)
Present value (PV) does not reflect payments Ryder would be required to make if we terminated the related leases prior to the scheduled expiration dates.

On-balance sheet debt to equity consists of balance sheet debt divided by total equity. Total obligations to equity represents balance sheet debt plus the present value of minimum lease payments and guaranteed residual values under operating leases for vehicles, discounted based on our incremental borrowing rate at lease inception, all divided by total equity. Although total obligations is a non-GAAP financial measure, we believe that total obligations is useful as it provides a more complete analysis of our existing financial obligations and helps better assess our overall leverage position. Our leverage ratios decreased in 2013 due to an increase in our equity from net earnings partially offset by increased obligations to fund capital expenditures.







44

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (Continued)


Off-Balance Sheet Arrangements

We periodically enter into sale-leaseback transactions in order to lower the total cost of funding our operations, to diversify our funding among different classes of investors and to diversify our funding among different types of funding instruments. These sale-leaseback transactions are often executed with third-party financial institutions. In general, these sale-leaseback transactions result in a reduction in revenue earning equipment and debt on the balance sheet, as proceeds from the sale of revenue earning equipment are primarily used to repay debt. Accordingly, sale-leaseback transactions will result in reduced depreciation and interest expense and increased equipment rental expense. These leases contain limited guarantees by us of the residual values of the leased vehicles (residual value guarantees) that are generally conditioned upon disposal of the leased vehicles prior to the end of their lease term. The amount of future payments for residual value guarantees will depend on the market for used vehicles and the condition of the vehicles at time of disposal. We did not enter into any sale-leaseback transactions during the nine months ended September 30, 2013. In June of 2012, we completed a sale-leaseback transaction of revenue earning equipment with third parties not deemed to be VIEs and this transaction qualified for off-balance sheet treatment. Proceeds from the sale-leaseback transaction totaled $130.2 million.

Pension Information

The funded status of our pension plans is dependent upon many factors, including returns on invested assets and the level of certain market interest rates. We review pension assumptions regularly and we may from time to time make voluntary contributions to our pension plans, which exceed the amounts required by statute. In 2013, we expect total contributions to our pension plans to be approximately $66 million. During the nine months ended September 30, 2013, we contributed $45.4 million to our pension plans. Changes in interest rates and the market value of the securities held by the plans during 2013 could materially change, positively or negatively, the funded status of the plans and affect the level of pension expense and contributions in 2013 and beyond. See Note (R), “Employee Benefit Plans,” in the Notes to Consolidated Condensed Financial Statements for additional information.

Share Repurchases and Cash Dividends

See Note (P), “Share Repurchase Programs,” in the Notes to Consolidated Condensed Financial Statements for a discussion of share repurchases.

In October 2013, our Board of Directors declared a quarterly cash dividend of $0.34 per share of common stock.


























45

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (Continued)


NON-GAAP FINANCIAL MEASURES

This Quarterly Report on Form 10-Q includes information extracted from consolidated condensed financial information but not required by generally accepted accounting principles (GAAP) to be presented in the financial statements. Certain of this information are considered “non-GAAP financial measures” as defined by SEC rules. Specifically, we refer to comparable earnings from continuing operations before taxes, comparable earnings from continuing operations, comparable EPS from continuing operations, operating revenue, FMS operating revenue, FMS EBT as a % of operating revenue, SCS operating revenue, SCS EBT as a % of operating revenue, dedicated services operating revenue, total cash generated, free cash flow, total obligations and total obligations to equity. We provide a reconciliation of each of these non-GAAP financial measures to the most comparable GAAP measure and an explanation why management believes that presentation of the non-GAAP financial measure provides useful information to investors within the management's discussion and analysis and in the table below. Non-GAAP financial measures should be considered in addition to, but not as a substitute for or superior to, other measures of financial performance prepared in accordance with GAAP.

The following table provides a reconciliation of total revenue to operating revenue which was not provided within the MD&A discussion:
 
 
Three months ended September 30,
 
Nine months ended September 30,
 
2013
 
2012
 
2013
 
2012
 
(In thousands)
Total revenue
$
1,634,540


1,573,295


$
4,801,556


4,673,431

FMS fuel services and SCS subcontracted transportation (1)
(348,375
)

(345,359
)

(1,056,873
)

(1,065,880
)
Fuel eliminations
58,760


55,281


181,102


171,200

Operating revenue
$
1,344,925


1,283,217


$
3,925,785


3,778,751

  ————————————
(1)
Includes intercompany fuel sales.

46

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (Continued)


FORWARD-LOOKING STATEMENTS

Forward-looking statements (within the meaning of the Federal Private Securities Litigation Reform Act of 1995) are statements that relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends concerning matters that are not historical facts. These statements are often preceded by or include the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “will,” “may,” “could,” “should” or similar expressions. This Quarterly Report on Form 10-Q contains forward-looking statements including, but not limited to, statements regarding:

our expectations as to anticipated revenue and earnings in each business segment as well as future economic conditions and market demand, including revenue, demand and pricing in full service lease and commercial rental as well as the impact of new sales activity on SCS revenue;
our expectations of the long-term residual values of revenue earning equipment;
our ability to sell certain revenue earning vehicles through the end of the year;
the anticipated levels of NLE vehicles in inventory through the end of the year;
the anticipated tax benefits of our like-kind exchange program;
our expectations of operating cash flow, free cash flow and capital expenditures through the end of 2013;
the adequacy of our accounting estimates and reserves for pension expense, compensation expense and employee benefit plan obligations, depreciation and residual value guarantees and income taxes;
the adequacy of our fair value estimates of employee incentive awards under our share-based compensation plans, contingent consideration, total debt and other debt;
our beliefs regarding the default risk of our direct financing lease receivables
our ability to fund all of our operating, investing and financial needs for the foreseeable future through internally generated funds and outside funding sources;
the anticipated impact of fuel price fluctuations;
our expectations as to return on pension plan assets, future pension expense and estimated contributions
our expectations regarding the completion and ultimate resolution of tax audits;
our expectations regarding the scope, anticipated outcomes and the adequacy of our loss provisions with respect to certain claims, proceedings and lawsuits;
our ability to access commercial paper and other available debt financing in the capital markets;
our expectations regarding the future use and availability of funding sources
the anticipated impact of our decision to temporarily pause our share repurchase program; and
the anticipated impact of recent accounting pronouncements.

These statements, as well as other forward-looking statements contained in this Quarterly Report, are based on our current plans and expectations and are subject to risks, uncertainties and assumptions. We caution readers that certain important factors could cause actual results and events to differ significantly from those expressed in any forward-looking statements. These risk factors include, but are not limited to, the following:

Market Conditions:
 
Ÿ
 
Changes in general economic and financial conditions in the U.S. and worldwide leading to decreased demand for our services, lower profit margins, increased levels of bad debt and reduced access to credit
 
Ÿ
 
Decrease in freight demand or setbacks in the recent recovery of the freight recession which would impact both our transactional and variable-based contractual business
 
Ÿ
 
Changes in our customers’ operations, financial condition or business environment that may limit their need for, or ability to purchase, our services
 
Ÿ
 
Decreases in market demand affecting the commercial rental market, as well as economic conditions in the U.K.
 
Ÿ
 
Fluctuations in market demand on the sale of used vehicles impacting our pricing and our anticipated proportion of retail versus wholesale sales


47

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (Continued)


 
Ÿ
 
Volatility in automotive and high-tech volumes and shifting customer demand in the automotive and high-tech industries
 
Ÿ
 
Changes in current financial, tax or regulatory requirements that could negatively impact the leasing market
Competition:
 
Ÿ
 
Advances in technology may require increased investments to remain competitive, and our customers may not be willing to accept higher prices to cover the cost of these investments
 
Ÿ
 
Competition from other service providers, some of which have greater capital resources or lower capital costs, or from our customers, who may choose to provide services themselves
 
Ÿ
 
Continued consolidation in the markets in which we operate which may create large competitors with greater financial resources
 
Ÿ
 
Our inability to maintain current pricing levels due to economic conditions, demand for services, customer acceptance or competition
Profitability:
 
Ÿ
 
Our inability to obtain adequate profit margins for our services
 
Ÿ
 
Lower than expected sales volumes or customer retention levels
 
Ÿ
 
Our inability to integrate acquisitions as projected, achieve planned synergies, anticipate costs and liabilities or retain customers of companies we acquire
 
Ÿ
 
Lower full service lease sales activity
 
Ÿ
 
Loss of key customers in our SCS business segment
 
Ÿ
 
Our inability to adapt our product offerings to meet changing consumer preferences on a cost-effective basis
 
Ÿ
 
The inability of our legacy information technology systems to provide timely access to data
 
Ÿ
 
Sudden changes in fuel prices and fuel shortages
 
Ÿ
 
Higher prices for vehicles, diesel engines and fuel as a result of exhaust emissions standards enacted over the last few years
 
Ÿ
 
Higher than expected maintenance costs and lower than expected benefits associated with a younger fleet and recently implemented maintenance initiatives
 
Ÿ
 
Our inability to successfully implement our asset management initiatives
 
Ÿ
 
Our key assumptions and pricing structure of our SCS contracts prove to be invalid
 
Ÿ
 
Increased unionizing, labor strikes, work stoppages and driver shortages
 
Ÿ
 
Difficulties in attracting and retaining drivers due to driver shortages, which may result in higher costs to procure drivers and higher turnover rates affecting our customers
 
Ÿ
 
Our inability to manage our cost structure
 
 
 
 
 
Ÿ
 
Savings resulting from our company-wide savings initiatives are higher or lower than anticipated

48

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (Continued)


 
Ÿ
 
Our inability to limit our exposure for customer claims
 
Ÿ
 
Unfavorable or unanticipated outcomes in legal proceedings or uncertain positions
Financing Concerns:
 
Ÿ
 
Higher borrowing costs and possible decreases in available funding sources caused by an adverse change in our debt ratings
 
Ÿ
 
Unanticipated interest rate and currency exchange rate fluctuations
 
Ÿ
 
Negative funding status of our pension plans caused by lower than expected returns on invested assets and unanticipated changes in interest rates
 
Ÿ
 
Withdrawal liability as a result of our participation in multi-employer plans
 
Ÿ
 
Instability in U.S. and worldwide credit markets, resulting in higher borrowing costs and/or reduced access to credit
Accounting Matters:
 
Ÿ
 
Impact of unusual items resulting from ongoing evaluations of business strategies, asset valuations, acquisitions, divestitures and our organizational structure
 
Ÿ
 
Reductions in residual values or useful lives of revenue earning equipment
 
Ÿ
 
Increases in compensation levels, retirement rate and mortality resulting in higher pension expense; regulatory changes affecting pension estimates, accruals and expenses
 
Ÿ
 
Increases in health care costs resulting in higher insurance costs
 
Ÿ
 
Changes in accounting rules, assumptions and accruals
 
Ÿ
 
Impact of actual insurance claim and settlement activity compared to historical loss development factors used to project future development
Other risks detailed from time to time in our SEC filings

New risk factors emerge from time to time and it is not possible for management to predict all such risk factors or to assess the impact of such risk factors on our business. As a result, no assurance can be given as to our future results or achievements. You should not place undue reliance on the forward-looking statements contained herein, which speak only as of the date of this Quarterly Report. We do not intend, or assume any obligation, to update or revise any forward-looking statements contained in this Quarterly Report, whether as a result of new information, future events or otherwise.


49



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes to Ryder’s exposures to market risks since December 31, 2012. Please refer to the 2012 Annual Report on Form 10-K for a complete discussion of Ryder’s exposures to market risks.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of the end of the third quarter of 2013, we carried out an evaluation, under the supervision and with the participation of management, including Ryder’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of Ryder’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as of the end of the third quarter of 2013, Ryder’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) were effective.

Changes in Internal Controls over Financial Reporting

During the nine months ended September 30, 2013, there were no changes in Ryder’s internal control over financial reporting that have materially affected or are reasonably likely to materially affect such internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table provides information with respect to purchases we made of our common stock during the three months ended September 30, 2013:
 
 
Total Number
of Shares
Purchased(1)
 
Average Price
Paid per Share
 
Total Number  of
Shares
Purchased as
Part of Publicly
Announced
Programs
 
Maximum
Number of
Shares That May
Yet Be
Purchased
Under the
Anti-Dilutive
Program (2)
July 1 through July 31, 2013
5,737

 
$
61.23

 

 
1,456,077

August 1 through August 31, 2013
1,300

 
57.47

 

 
1,456,077

September 1 through September 30, 2013
12,189

 
57.03

 

 
1,456,077

Total
19,226

 
$
58.31

 

 
 

 ————————————
(1)
During the three months ended September 30, 2013, we purchased an aggregate of 19,226 shares of our common stock in employee-related transactions. Employee-related transactions may include: (i) shares of common stock delivered as payment for the exercise price of options exercised or to satisfy the option holders’ tax withholding liability associated with our share-based compensation programs and (ii) open-market purchases by the trustee of Ryder’s deferred compensation plans relating to investments by employees in our stock, one of the investment options available under the plans.
(2)
In December 2011, our Board of Directors authorized a share repurchase program intended to mitigate the dilutive impact of shares issued under our various employee stock, stock option and employee stock purchase plans. Under the December 2011 program, management is authorized to repurchase shares of common stock in an amount not to exceed the number of shares issued to employees under the Company’s various employee stock, stock option and employee stock purchase plans from December 1, 2011 through December 13, 2013. The December 2011 program limits aggregate share repurchases to no more than 2 million shares of Ryder common stock. Share repurchases of common stock are made periodically in open-market transactions and are subject to market conditions, legal requirements and other factors. Management established prearranged written plans for the Company under Rule 10b5-1 of the Securities Exchange Act of 1934 as part of the December 2011 program, which allow for share repurchases during Ryder’s quarterly blackout periods as set forth in the trading plan. For the three months ended September 30, 2013, we did not repurchase any shares under the program.


50




ITEM 5. OTHER INFORMATION

Item 1.01 Entry into a Material Definitive Agreement

On October 18, 2013, we amended our global revolving credit facility dated June 8, 2011 (previously amended by Amendment No. 1 dated April 20, 2012) with the existing syndicate of twelve lending institutions. The amendment extends the maturity date of the facility from June 8, 2016 to October 18, 2018 and amends the borrowing rates under the facility. As amended and based on the Company’s current credit ratings, the applicable margin for LIBOR-based loans would be 1.000%. In addition, the Company is required to pay the lenders a facility fee on the facility amount (whether or not used) at a rate per annum based on the Company’s credit ratings. Based on the Company’s current credit ratings, the annual facility fee will be equal to 0.125%. The amendment is attached to this quarterly report on Form 10-Q.


51



ITEM 6. EXHIBITS

10.14 (c)

 
Amendment No. 2 dated as of October 18, 2013 to Global Revolving Credit Agreement, by and among Ryder System, Inc., certain subsidiaries of Ryder System, Inc., and the lenders and agents named therein.
 
 
 
31.1

  
Certification of Robert E. Sanchez pursuant to Rule 13a-14(a) or Rule 15d-14(a).
 
 
31.2

  
Certification of Art A. Garcia pursuant to Rule 13a-14(a) or Rule 15d-14(a).
 
 
32

  
Certification of Robert E. Sanchez and Art A. Garcia pursuant to Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. Section 1350.

52



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: October 22, 2013
By:
/s/ Art A. Garcia
 
 
Art A. Garcia
 
 
Executive Vice President and Chief Financial Officer
 
 
(Principal Financial Officer and 
Duly Authorized Officer)
 
 
 
Date: October 22, 2013
By:
/s/ Cristina A. Gallo-Aquino
 
 
Cristina A. Gallo-Aquino
 
 
Vice President and Controller
(Principal Accounting Officer)

53