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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Florida
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59-0739250
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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11690 N.W. 105th Street
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Miami, Florida 33178
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(305) 500-3726
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(Address of principal executive offices, including zip code)
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(Registrant’s telephone number, including area code)
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Large accelerated filer
þ
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
¨
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(Do not check if a smaller reporting company)
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Page No.
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Consolidated Condensed Statements of Earnings — Three and nine months end
ed September 30, 2013 and 2012
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Three months ended September 30,
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Nine months ended September 30,
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2013
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2012
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2013
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2012
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||||||
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(In thousands, except per share amounts)
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||||||||||||
Lease and rental revenues
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$
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709,039
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693,912
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$
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2,056,795
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2,007,393
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Services revenue
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718,292
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667,399
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2,115,419
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2,021,284
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Fuel services revenue
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207,209
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211,984
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629,342
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644,754
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Total revenues
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1,634,540
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1,573,295
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4,801,556
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4,673,431
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Cost of lease and rental
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486,197
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481,240
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1,429,845
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1,414,456
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Cost of services
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597,896
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557,495
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1,775,554
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1,697,773
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Cost of fuel services
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203,369
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207,689
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618,288
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632,599
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Other operating expenses
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32,728
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32,966
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103,987
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100,881
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Selling, general and administrative expenses
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195,218
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183,713
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580,873
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568,027
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Gains on vehicle sales, net
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(22,488
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)
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(23,147
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)
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(68,691
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)
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(67,684
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)
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Interest expense
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33,967
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34,879
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102,322
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105,266
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Miscellaneous income, net
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(3,447
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)
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(1,424
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)
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(11,592
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)
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(7,245
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)
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Restructuring and other (recoveries) charges, net
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(298
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)
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74
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(298
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)
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8,081
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1,523,142
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1,473,485
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4,530,288
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4,452,154
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Earnings from continuing operations before income taxes
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111,398
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99,810
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271,268
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221,277
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Provision for income taxes
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37,523
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35,499
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94,016
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75,323
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Earnings from continuing operations
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73,875
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64,311
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177,252
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145,954
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(Loss) earnings from discontinued operations, net of tax
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(2,808
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)
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10,780
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(4,067
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)
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10,181
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Net earnings
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$
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71,067
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75,091
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$
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173,185
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156,135
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Earnings (loss) per common share — Basic
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Continuing operations
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$
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1.41
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1.26
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$
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3.42
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2.86
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Discontinued operations
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(0.05
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)
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0.21
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(0.08
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)
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0.20
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Net earnings
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$
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1.36
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1.47
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$
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3.34
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3.06
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Earnings (loss) per common share — Diluted
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Continuing operations
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$
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1.40
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1.26
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$
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3.39
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2.84
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Discontinued operations
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(0.05
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0.21
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(0.08
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0.20
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Net earnings
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$
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1.35
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1.47
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$
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3.31
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3.04
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Cash dividends declared per common share
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$
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0.34
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0.31
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$
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0.96
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0.89
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Three months ended September 30,
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Nine months ended September 30,
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2013
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2012
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2013
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2012
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(In thousands)
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Net earnings
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$
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71,067
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75,091
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$
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173,185
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156,135
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Other comprehensive income (loss):
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Change in cumulative translation adjustment and other, before and after tax
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31,564
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25,310
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(18,379
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)
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31,173
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Amortization of pension and postretirement items
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8,266
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7,170
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24,800
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21,496
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Income tax expense related to amortization of pension and postretirement items
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(2,927
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)
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(2,512
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)
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(8,644
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)
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(7,545
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)
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Amortization of pension and postretirement items, net of taxes
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5,339
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4,658
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16,156
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13,951
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Change in net actuarial loss
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—
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—
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(5,762
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)
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(4,081
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)
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Income tax benefit related to change in net actuarial loss
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—
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—
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2,048
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1,534
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Change in net actuarial loss, net of taxes
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—
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—
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(3,714
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)
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(2,547
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)
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Other comprehensive income (loss), net of taxes
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36,903
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29,968
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(5,937
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)
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42,577
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Comprehensive income
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$
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107,970
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|
105,059
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$
|
167,248
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198,712
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September 30,
2013 |
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December 31,
2012 |
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(Dollars in thousands, except per
share amount)
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Assets:
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Current assets:
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Cash and cash equivalents
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$
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74,936
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66,392
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Receivables, net
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798,066
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775,765
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Inventories
|
64,035
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64,146
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Prepaid expenses and other current assets
|
162,454
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133,934
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Total current assets
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1,099,491
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1,040,237
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Revenue earning equipment, net of accumulated depreciation of $3,533,169 and
$3,514,910, respectively
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6,172,778
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5,754,608
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Operating property and equipment, net of accumulated depreciation of $992,002 and
$966,220, respectively
|
626,229
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624,853
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Goodwill
|
384,010
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384,216
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Intangible assets
|
74,335
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|
|
80,475
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Direct financing leases and other assets
|
450,959
|
|
|
434,590
|
|
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Total assets
|
$
|
8,807,802
|
|
|
8,318,979
|
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Liabilities and shareholders’ equity:
|
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Current liabilities:
|
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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
|
|
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|
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Shareholders’ equity:
|
|
|
|
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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
|
|
|
Nine months ended September 30,
|
|||||
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2013
|
|
2012
|
|||
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(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
|
|
|
|
|
|
|
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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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||
|
(In thousands)
|
||||||||||||
Cash awards
|
$
|
934
|
|
|
737
|
|
|
$
|
3,101
|
|
|
2,122
|
|
|
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
|
|
|
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
|
|
|
|
|
|
|
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.
|
|
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
|
|
|
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
|
|
|
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
|
|
|
2013
|
|
2012
|
|||
|
(In thousands)
|
|||||
Balance at January 1
|
$
|
703
|
|
|
903
|
|
Charged to earnings
|
2
|
|
|
667
|
|
|
Deductions
|
(141
|
)
|
|
(919
|
)
|
|
Balance at September 30
|
$
|
564
|
|
|
651
|
|
|
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
.
|
|
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
|
|
|
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
|
|
|
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.
|
|
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
|
|
|
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.
|
|
|
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%
|
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
|
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
|
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.
|
|
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
|
|
|
|
|
|
|
|
|
|
|
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.
|
(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.
|
|
|
|
|
|
|
|
|
||||||
|
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.
|
|
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.
|
|
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.
|
|
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
|
%
|
|
|
|
|
|
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
|
%
|
|
|
|
|
|
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
|
%
|
|
|
|
|
|
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%
|
|
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
|
%
|
|
|
|
|
|
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%
|
|
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
|
%
|
|
|
|
|
|
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
|
|
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
|
%
|
|
|
|
|
|
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
|
|
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%
|
|
|
|
|
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.
|
|
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.
|
|
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%
|
|
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.
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
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)%
|
|
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.
|
|
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%
|
|
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%
|
|
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
|
)
|
|
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
|
)
|
|
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
.
|
|
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
|
|
(In millions)
|
Global revolving credit facility
|
$257
|
Trade receivables program
|
$175
|
|
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
|
|
|
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.
|
|
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.
|
•
|
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.
|
•
|
Market Conditions:
|
|
|
|
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
|
|
|
|
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
|
|
|
|
Changes in our customers’ operations, financial condition or business environment that may limit their need for, or ability to purchase, our services
|
|
|
|
Decreases in market demand affecting the commercial rental market, as well as economic conditions in the U.K.
|
|
|
|
Fluctuations in market demand on the sale of used vehicles impacting our pricing and our anticipated proportion of retail versus wholesale sales
|
|
|
|
Volatility in automotive and high-tech volumes and shifting customer demand in the automotive and high-tech industries
|
|
|
|
Changes in current financial, tax or regulatory requirements that could negatively impact the leasing market
|
•
|
Competition:
|
|
|
|
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
|
|
|
|
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
|
|
|
|
Continued consolidation in the markets in which we operate which may create large competitors with greater financial resources
|
|
|
|
Our inability to maintain current pricing levels due to economic conditions, demand for services, customer acceptance or competition
|
•
|
Profitability:
|
|
|
|
Our inability to obtain adequate profit margins for our services
|
|
|
|
Lower than expected sales volumes or customer retention levels
|
|
|
|
Our inability to integrate acquisitions as projected, achieve planned synergies, anticipate costs and liabilities or retain customers of companies we acquire
|
|
|
|
Lower full service lease sales activity
|
|
|
|
Loss of key customers in our SCS business segment
|
|
|
|
Our inability to adapt our product offerings to meet changing consumer preferences on a cost-effective basis
|
|
|
|
The inability of our legacy information technology systems to provide timely access to data
|
|
|
|
Sudden changes in fuel prices and fuel shortages
|
|
|
|
Higher prices for vehicles, diesel engines and fuel as a result of exhaust emissions standards enacted over the last few years
|
|
|
|
Higher than expected maintenance costs and lower than expected benefits associated with a younger fleet and recently implemented maintenance initiatives
|
|
|
|
Our inability to successfully implement our asset management initiatives
|
|
|
|
Our key assumptions and pricing structure of our SCS contracts prove to be invalid
|
|
|
|
Increased unionizing, labor strikes, work stoppages and driver shortages
|
|
|
|
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
|
|
|
|
Our inability to manage our cost structure
|
|
|
|
|
|
|
|
Savings resulting from our company-wide savings initiatives are higher or lower than anticipated
|
|
|
|
Our inability to limit our exposure for customer claims
|
|
|
|
Unfavorable or unanticipated outcomes in legal proceedings or uncertain positions
|
•
|
Financing Concerns:
|
|
|
|
Higher borrowing costs and possible decreases in available funding sources caused by an adverse change in our debt ratings
|
|
|
|
Unanticipated interest rate and currency exchange rate fluctuations
|
|
|
|
Negative funding status of our pension plans caused by lower than expected returns on invested assets and unanticipated changes in interest rates
|
|
|
|
Withdrawal liability as a result of our participation in multi-employer plans
|
|
|
|
Instability in U.S. and worldwide credit markets, resulting in higher borrowing costs and/or reduced access to credit
|
•
|
Accounting Matters:
|
|
|
|
Impact of unusual items resulting from ongoing evaluations of business strategies, asset valuations, acquisitions, divestitures and our organizational structure
|
|
|
|
Reductions in residual values or useful lives of revenue earning equipment
|
|
|
|
Increases in compensation levels, retirement rate and mortality resulting in higher pension expense; regulatory changes affecting pension estimates, accruals and expenses
|
|
|
|
Increases in health care costs resulting in higher insurance costs
|
|
|
|
Changes in accounting rules, assumptions and accruals
|
|
|
|
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
|
|
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.
|
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.
|
|
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)
|
Level
|
Senior Public Debt Rating
|
Applicable Facility Fee Rate
|
Applicable Margin on LIBOR Rate Loans / Letter of Credit Fees / Applicable Acceptance Fee Rate
|
Applicable Margin on Base Rate Loans
|
Applicable Margin on Swing Line Loans
|
I
|
A / A2 / A or better
|
8.0
|
79.5
|
—
|
—
|
II
|
A- / A3 / A-
|
10.0
|
90.0
|
—
|
—
|
III
|
BBB+ / Baa1 / BBB+
|
12.5
|
100.0
|
—
|
—
|
IV
|
BBB / Baa2 / BBB
|
17.5
|
107.5
|
7.5
|
7.5
|
V
|
BBB- / Baa3 / BBB-
|
22.5
|
127.5
|
27.5
|
27.5
|
VI
|
Worse than
BBB- / Baa3 / BBB-
|
27.5
|
147.5
|
47.5
|
47.5
|
§2.
|
Representations and Warranties
. As of the Amendment Effective Date (as defined below), each of the Borrowers represents and warrants to the Banks and the Agents as follows:
|
Banks
|
Domestic Commitment
|
Domestic Commitment Percentage
|
Canadian Commitment
|
Canadian Commitment Percentage
|
U.K. Commitment
|
U.K. Commitment Percentage
|
P.R Commitment
|
P.R. Commitment Percentage
|
Total Commitment
|
Total Commitment Percentage
|
Bank of America, N.A.
|
$57,500,000.00
|
8.33333334%
|
$0.00
|
0%
|
$25,000,000.00
|
25%
|
$10,000,000.00
|
100%
|
$92,500,000.00
|
10.27777778%
|
Bank of Tokyo-Mitsubishi UFJ, Ltd.
|
$92,500,000.00
|
13.4057971%
|
$0.00
|
0%
|
$0.00
|
0%
|
$0.00
|
0%
|
$92,500,000.00
|
10.27777778%
|
Mizuho Bank, Ltd.
|
$37,500,000.00
|
5.43478261%
|
$35,000,000.00
|
35%
|
$20,000,000.00
|
20%
|
$0.00
|
0%
|
$92,500,000.00
|
10.27777778%
|
Royal Bank of Scotland
|
$37,500,000.00
|
5.43478261%
|
$0.00
|
0%
|
$55,000,000.00
|
55%
|
$0.00
|
0%
|
$92,500,000.00
|
10.27777778%
|
Wells Fargo Bank, N.A.
|
$92,500,000.00
|
13.4057971%
|
$0.00
|
0%
|
$0.00
|
0%
|
$0.00
|
0%
|
$92,500,000.00
|
10.27777778%
|
Royal Bank of Canada
|
$10,000,000.00
|
1.44927536%
|
$65,000,000.00
|
65%
|
$0.00
|
0%
|
$0.00
|
0%
|
$75,000,000.00
|
8.33333333%
|
Reserved.
|
|
|
|
|
|
|
|
|
|
|
U.S. Bank N.A.
|
$92,500,000.00
|
13.4057971%
|
$0.00
|
0%
|
$0.00
|
0%
|
$0.00
|
0%
|
$92,500,000.00
|
10.27777778%
|
BNP Paribas
|
$92,500,000.00
|
13.4057971%
|
$0.00
|
0%
|
$0.00
|
0%
|
$0.00
|
0%
|
$92,500,000.00
|
10.27777778%
|
The Bank of New York Mellon
|
$40,000,000.00
|
5.79710145%
|
$0.00
|
0%
|
$0.00
|
0%
|
$0.00
|
0%
|
$40,000,000.00
|
4.44444444%
|
Regions Bank
|
$40,000,000.00
|
5.79710145%
|
$0.00
|
0%
|
$0.00
|
0%
|
$0.00
|
0%
|
$40,000,000.00
|
4.44444444%
|
PNC Bank, National Association
|
$57,500,000.00
|
8.33333333%
|
$0.00
|
0%
|
$0.00
|
0%
|
$0.00
|
0%
|
$57,500,000.00
|
6.38888889%
|
Branch Banking and Trust Company
|
$40,000,000.00
|
5.79710145%
|
$0.00
|
0%
|
$0.00
|
0%
|
$0.00
|
0%
|
$40,000,000.00
|
4.44444444%
|
Total:
|
$690,000,000.00
|
100%
|
$100,000,000.00
|
100%
|
$100,000,000.00
|
100%
|
$10,000,000.00
|
100%
|
$900,000,000.00
|
100%
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Ryder System, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
October 22, 2013
|
/s/ Robert E. Sanchez
|
|
|
Robert E. Sanchez
Chairman, President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Ryder System, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
October 22, 2013
|
/s/ Art A. Garcia
|
|
|
Art A. Garcia
Executive Vice President and Chief Financial Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Robert E. Sanchez
|
|
Robert E. Sanchez Chairman, President and Chief Executive Officer
|
|
October 22, 2013
|
|
/s/ Art A. Garcia
|
|
Art A. Garcia
Executive Vice President and Chief Financial Officer
|
|
October 22, 2013
|
|