Ryder 3rd Quarter 2014 10-Q

 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2014
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM                      TO                     
Commission File Number: 1-4364

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

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

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

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

The number of shares of Ryder System, Inc. Common Stock ($0.50 par value per share) outstanding at September 30, 2014 was 53,039,595.
 
 
 
 
 



RYDER SYSTEM, INC.
FORM 10-Q QUARTERLY REPORT
TABLE OF CONTENTS
 
 
 
 
 
 
Page No.  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
46
 
 
46
 
 
 
 
 
46
 
 
47
 
 
 
48
 


i


PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

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

 
 
Three months ended September 30,
 
 
Nine months ended September 30,
 
2014
 
2013
 
 
2014
 
2013
 
(In thousands, except per share amounts)
Lease and rental revenues
$
756,733

 
709,039

 
 
$
2,180,178

 
2,056,795

Services revenue
732,049

 
718,292

 
 
2,183,175

 
2,115,419

Fuel services revenue
198,368

 
207,209

 
 
619,105

 
629,342

Total revenues
1,687,150

 
1,634,540

 
 
4,982,458

 
4,801,556

 
 
 
 
 
 
 
 
 
Cost of lease and rental
522,888

 
489,606

 
 
1,524,022

 
1,439,345

Cost of services
607,530

 
595,884

 
 
1,839,035

 
1,769,784

Cost of fuel services
194,926

 
203,369

 
 
605,744

 
618,288

Other operating expenses
28,889

 
29,782

 
 
96,541

 
100,257

Selling, general and administrative expenses
202,001

 
196,767

 
 
594,133

 
580,873

Gains on vehicle sales, net
(33,691
)
 
(22,488
)
 
 
(96,874
)
 
(68,691
)
Interest expense
35,882

 
33,967

 
 
106,293

 
102,322

Miscellaneous income, net
(996
)
 
(3,447
)
 
 
(11,206
)
 
(11,592
)
Restructuring and other recoveries, net
—

 
(298
)
 
 
—

 
(298
)
 
1,557,429

 
1,523,142

 
 
4,657,688

 
4,530,288

Earnings from continuing operations before income taxes
129,721

 
111,398

 
 
324,770

 
271,268

Provision for income taxes
45,754


37,523

 
 
116,011


94,016

Earnings from continuing operations
83,967


73,875

 
 
208,759


177,252

Loss from discontinued operations, net of tax
(278
)
 
(2,808
)
 
 
(1,480
)
 
(4,067
)
Net earnings
$
83,689

 
71,067

 
 
$
207,279

 
173,185

 
 
 
 
 
 
 
 
 
Earnings (loss) per common share — Basic
 
 
 
 
 
 
 
 
Continuing operations
$
1.60

 
1.41

 
 
$
3.96

 
3.42

Discontinued operations
(0.01
)
 
(0.05
)
 
 
(0.03
)
 
(0.08
)
Net earnings
$
1.59

 
1.36

 
 
$
3.93

 
3.34

 
 
 
 
 
 
 
 
 
Earnings (loss) per common share — Diluted
 
 
 
 
 
 
 
 
Continuing operations
$
1.58

 
1.40

 
 
$
3.92

 
3.39

Discontinued operations
(0.01
)
 
(0.05
)
 
 
(0.03
)
 
(0.08
)
Net earnings
$
1.57

 
1.35

 
 
$
3.89

 
3.31

 
 
 
 
 
 
 
 
 
Cash dividends declared per common share
$
0.37

 
0.34

 
 
$
1.05

 
0.96


See accompanying notes to consolidated condensed financial statements.

1

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

    
    
 
Three months ended September 30,
 
Nine months ended September 30,
 
2014
 
2013
 
2014
 
2013
 
(In thousands)
 
 
 
 
 
 
 
 
Net earnings
$
83,689

 
71,067

 
$
207,279

 
173,185

 
 
 
 
 
 
 
 
Other comprehensive income (loss):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Changes in cumulative translation adjustment and other, before and after tax
(46,879
)
 
31,564

 
(35,198
)
 
(18,379
)
 
 
 
 
 
 
 
 
Amortization of pension and postretirement items
4,658

 
8,266

 
13,986

 
24,800

Income tax expense related to amortization of pension and postretirement items
(1,603
)
 
(2,927
)
 
(4,811
)
 
(8,644
)
Amortization of pension and postretirement items, net of taxes
3,055

 
5,339

 
9,175

 
16,156

 
 
 
 
 
 
 
 
Change in net actuarial loss
(148
)
 
—

 
(3,292
)
 
(5,762
)
Income tax benefit related to change in net actuarial loss
44

 
—

 
1,140

 
2,048

Change in net actuarial loss, net of taxes
(104
)
 
—

 
(2,152
)
 
(3,714
)
 
 
 
 
 
 
 
 
Other comprehensive (loss) income , net of taxes
(43,928
)
 
36,903

 
(28,175
)
 
(5,937
)
 
 
 
 
 
 
 
 
Comprehensive income
$
39,761

 
107,970

 
$
179,104

 
167,248

See accompanying notes to consolidated condensed financial statements.




2


RYDER SYSTEM, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(unaudited)
 
 
September 30,
2014
 
December 31,
2013
 
(Dollars in thousands, except per
share amount)
Assets:
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
75,002


61,562

Receivables, net of allowance of $18,070 and $16,955, respectively
821,446


777,370

Inventories
64,805


64,298

Prepaid expenses and other current assets
161,109


159,263

Total current assets
1,122,362

 
1,062,493

Revenue earning equipment, net of accumulated depreciation of $3,606,535 and $3,596,102, respectively
6,853,378


6,490,837

Operating property and equipment, net of accumulated depreciation of $1,023,020 and $991,117, respectively
691,503


633,826

Goodwill
394,256


383,719

Intangible assets
68,211


72,406

Direct financing leases and other assets
474,652


460,501

Total assets
$
9,604,362


9,103,782

 
 
 
 
Liabilities and shareholders’ equity:
 
 
 
Current liabilities:
 
 
 
Short-term debt and current portion of long-term debt
$
462,312


259,438

Accounts payable
513,769


475,364

Accrued expenses and other current liabilities
499,492


496,337

Total current liabilities
1,475,573

 
1,231,139

Long-term debt
4,045,245


3,929,987

Other non-current liabilities
575,043


616,305

Deferred income taxes
1,526,002


1,429,637

Total liabilities
7,621,863

 
7,207,068

 
 
 
 
Shareholders’ equity:
 
 
 
Preferred stock of no par value per share — authorized, 3,800,917; none outstanding,
   September 30, 2014 or December 31, 2013
—

 
—

Common stock of $0.50 par value per share — authorized, 400,000,000; outstanding,
   September 30, 2014 — 53,039,595; December 31, 2013 — 53,335,386
26,520

 
26,667

Additional paid-in capital
951,903

 
917,539

Retained earnings
1,470,499

 
1,390,756

Accumulated other comprehensive loss
(466,423
)
 
(438,248
)
Total shareholders’ equity
1,982,499


1,896,714

Total liabilities and shareholders’ equity
$
9,604,362


9,103,782

See accompanying notes to consolidated condensed financial statements.

3


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

 
Nine months ended September 30,
 
2014
 
2013
 
(In thousands)
Cash flows from operating activities from continuing operations:
 
 
 
Net earnings
$
207,279

 
173,185

Less: Loss from discontinued operations, net of tax
(1,480
)
 
(4,067
)
Earnings from continuing operations
208,759

 
177,252

Depreciation expense
770,067

 
707,783

Gains on vehicle sales, net
(96,874
)
 
(68,691
)
Share-based compensation expense
15,446

 
14,264

Amortization expense and other non-cash charges, net
35,850

 
43,088

Deferred income tax expense
99,427

 
81,949

Changes in operating assets and liabilities, net of acquisitions:
 
 
 
Receivables
(37,408
)
 
(34,867
)
Inventories
(731
)
 
(461
)
Prepaid expenses and other assets
(23,385
)
 
(23,737
)
Accounts payable
44,976

 
42,664

Accrued expenses and other non-current liabilities
(41,471
)
 
(49,209
)
Net cash provided by operating activities from continuing operations
974,656

 
890,035

 
 
 
 
Cash flows from financing activities from continuing operations:
 
 
 
Net change in commercial paper borrowings
(164,944
)

284,481

Debt proceeds
769,908


257,677

Debt repaid, including capital lease obligations
(278,423
)

(323,300
)
Dividends on common stock
(55,408
)
 
(49,855
)
Common stock issued
38,990

 
54,617

Common stock repurchased
(92,343
)
 
—

Excess tax benefits from share-based compensation
514

 
4,915

Debt issuance costs
(5,230
)
 
(2,144
)
Net cash provided by financing activities from continuing operations
213,064

 
226,391

 
 
 
 
Cash flows from investing activities from continuing operations:
 
 
 
Purchases of property and revenue earning equipment
(1,741,173
)
 
(1,495,824
)
Sales of revenue earning equipment
392,572

 
330,766

Sale and leaseback of revenue earning equipment
125,825

 
—

Sales of operating property and equipment
3,091

 
5,847

Acquisitions
(9,785
)
 
(1,858
)
Collections on direct finance leases
48,920

 
54,841

Changes in restricted cash
10,344

 
(14,756
)
Insurance recoveries and other
(1,250
)
 
8,173

Net cash used in investing activities from continuing operations
(1,171,456
)
 
(1,112,811
)
 
 
 
 
Effect of exchange rate changes on cash
(1,210
)
 
9,187

Increase in cash and cash equivalents from continuing operations
15,054

 
12,802

 
 
 
 
Decrease in cash and cash equivalents from discontinued operations
(1,614
)
 
(4,258
)
 
 
 
 
Increase in cash and cash equivalents
13,440

 
8,544

Cash and cash equivalents at January 1
61,562

 
66,392

Cash and cash equivalents at September 30
$
75,002

 
74,936

See accompanying notes to consolidated condensed financial statements.

4


RYDER SYSTEM, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENT OF SHAREHOLDERS’ EQUITY
(unaudited)
 
 
Preferred
Stock
 
 
 
Common Stock
 
Additional
Paid-In
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Loss
 
Total
 
Amount
 
Shares
 
Par
 
 
(Dollars in thousands, except per share amount)
Balance at December 31, 2013
$
—

 
53,335,386

 
$
26,667

 
917,539

 
1,390,756

 
(438,248
)
 
1,896,714

Comprehensive income
 
 
 
 
 
 
 
 
207,279

 
(28,175
)
 
179,104

Common stock dividends declared — $1.05 per share
—

 
—

 
—

 
—

 
(55,946
)
 
—

 
(55,946
)
Common stock issued under employee stock option and stock purchase plans (1)
—

 
868,520

 
435

 
38,100

 
—

 
—

 
38,535

Benefit plan stock sales (2)
—

 
5,812

 
3

 
452

 
—

 


 
455

Common stock repurchases
—

 
(1,170,123
)
 
(585
)
 
(20,138
)
 
(71,620
)
 
—

 
(92,343
)
Share-based compensation
—

 
—

 
—

 
15,416

 
30

 
—

 
15,446

Tax benefits from share-based compensation
—

 
—

 
—

 
534

 
—

 
—

 
534

Balance at September 30, 2014
$
—

 
53,039,595

 
$
26,520

 
951,903

 
1,470,499

 
(466,423
)
 
1,982,499

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

5
RYDER SYSTEM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(unaudited)


(A) INTERIM FINANCIAL STATEMENTS

The accompanying unaudited Consolidated Condensed Financial Statements include the accounts of Ryder System, Inc. (Ryder) and all entities in which Ryder has a controlling voting interest (“subsidiaries”) and variable interest entities (VIEs) required to be consolidated in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The accompanying unaudited Consolidated Condensed Financial Statements have been prepared in accordance with the accounting policies described in our 2013 Annual Report on Form 10-K and should be read in conjunction with the Consolidated Financial Statements and notes thereto. These financial statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement have been included and the disclosures herein are adequate. The operating results for interim periods are unaudited and are not necessarily indicative of the results that can be expected for a full year.

Certain amounts have been reclassified to conform to the current period presentation, including intercompany profit allocations between Fleet Management Solutions (FMS) and Supply Chain Solutions (SCS). These reclassifications were immaterial to the financial statements taken as a whole.

(B) RECENT ACCOUNTING PRONOUNCEMENTS

Disclosure of Going Concern Uncertainties

On August 27, 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern, which requires an entity to evaluate whether conditions or events, in the aggregate, raise substantial doubt about the entity's ability to continue as a going concern for one year from the date the financial statements are issued or are available to be issued. The guidance will become effective January 1, 2017. The adoption of ASU 2014-15 will not have an impact on our consolidated financial position, results of operations or cash flows.

Revenue Recognition

On May 28, 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance when it becomes effective January 1, 2017. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition methods. We are evaluating the effect that ASU 2014-09 will have on our consolidated financial statements and related disclosures. We have not yet selected a transition method nor have we determined the effect of the standard on our consolidated financial position and results of operations.

Discontinued Operations and Significant Disposals

On April 10, 2014, the FASB issued ASU No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The standard requires a reporting entity to present the assets and liabilities of a disposal group that includes a discontinued operation separately in the asset and liability sections, respectively, of the statement of financial position for each comparative period. The guidance will become effective January 1, 2015. The adoption of ASU 2014-08 will not have an impact on our consolidated financial position, results of operations or cash flows.

Unrecognized Tax Benefits

On July 18, 2013, the FASB issued ASU 2013-11, Presentation of an Unrecognized Tax Benefit (UTB) When a Net Operating Loss (NOL) Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. Under this guidance, an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward. This guidance became effective January 1, 2014 and resulted in a reclassification of $38.8 million from other non-current liabilities to deferred income taxes in our December 31, 2013 balance sheet. Other than the change in presentation within the Consolidated Condensed Balance Sheets, this accounting guidance did not have an impact on our consolidated financial position, results of operations or cash flows.


6
RYDER SYSTEM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)
(unaudited)




(C) ACQUISITIONS

On August 1, 2014, we acquired all of the common stock of Bullwell Trailer Solutions, Ltd, a U.K.-based trailer repair and maintenance company for a purchase price of approximately $14.6 million, net of cash acquired. The acquisition complements our FMS business segment coverage in the U.K. Approximately $8.1 million of the stock purchase price has been paid. The purchase price includes $5.9 million in contingent consideration to be paid to the seller provided certain conditions are met. As of September 30, 2014, the fair value of the contingent consideration has been reflected in "Accrued expenses and other current liabilities" and "Other non-current liabilities" in our Consolidated Condensed Balance Sheet. The preliminary purchase accounting for this acquisition resulted in goodwill and customer relationship intangible assets of $11.5 million and $1.6 million, respectively, with the remaining amount allocated to tangible assets, less liabilities assumed. This allocation is subject to change as the Company finalizes purchase accounting. Transaction costs related to the acquisition were $0.6 million during 2014 and were reflected within "Selling, general and administrative expenses" in our Consolidated Condensed Statements of Earnings.

The assets, liabilities and results of operations of the business acquired were not material to the Company’s consolidated financial position or results of operations and therefore pro forma financial information for the acquisition was not presented.

(D) DISCONTINUED OPERATIONS

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

Summarized results of discontinued operations were as follows:
 
Three months ended September 30,
 
Nine months ended September 30,
 
2014
 
2013
 
2014
 
2013
 
(In thousands)
Pre-tax loss from discontinued operations
$
(256
)
 
(2,809
)
 
$
(1,534
)
 
(4,008
)
Income tax (expense) benefit
(22
)
 
1

 
54

 
(59
)
Loss from discontinued operations, net of tax
$
(278
)
 
(2,808
)
 
$
(1,480
)
 
(4,067
)

Results of discontinued operations in 2014 and 2013 reflected losses related to adverse legal developments and professional and administrative fees associated with our discontinued South American operations.

The following is a summary of assets and liabilities of discontinued operations:
 
September 30,
2014
 
December 31,
2013
 
(In thousands)
Total assets, primarily deposits
$
3,291

 
3,627

Total liabilities, primarily contingent accruals
$
4,029

 
4,501


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

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

7
RYDER SYSTEM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)
(unaudited)



(E) SHARE-BASED COMPENSATION PLANS

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

The following table provides information on share-based compensation expense and income tax benefits recognized during the periods:
 
Three months ended September 30,
 
Nine months ended September 30,
 
2014
 
2013
 
2014
 
2013
 
(In thousands)
Stock option and stock purchase plans
$
2,353

 
1,753

 
$
6,831

 
6,056

Nonvested stock
3,104

 
2,909

 
8,615

 
8,208

Share-based compensation expense
5,457

 
4,662

 
15,446

 
14,264

Income tax benefit
(1,864
)
 
(1,549
)
 
(5,253
)
 
(4,876
)
Share-based compensation expense, net of tax
$
3,593

 
3,113

 
$
10,193

 
9,388


The following table is a summary of compensation expense recognized for market-based cash awards in addition to the share-based compensation expense reported in the previous table:
 
Three months ended September 30,
 
Nine months ended September 30,
 
2014
 
2013
 
2014
 
2013
 
(In thousands)
Cash awards
$
389

 
934

 
$
1,655

 
3,101


Total unrecognized pre-tax compensation expense related to all share-based compensation arrangements at September 30, 2014 was $30.5 million and is expected to be recognized over a weighted-average period of 1.9 years.

The following table is a summary of the awards granted under the Plans during the periods presented:
 
 
September 30,
2014
 
September 30,
2013
 
 
(In thousands)
 
 
Stock options
 
406

 
391

Market-based restricted stock rights
 
22

 
23

Performance-based restricted stock rights
 
30

 
16

Time-vested restricted stock rights
 
184

 
153

Total
 
642

 
583




8
RYDER SYSTEM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)
(unaudited)



(F) EARNINGS PER SHARE

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

The following table presents the calculation of basic and diluted earnings per common share from continuing operations:
 
Three months ended September 30,
 
Nine months ended September 30,
 
2014
 
2013
 
2014
 
2013
 
(In thousands, except per share amounts)
Earnings per share — Basic:
 
 
 
 
 
 
 
Earnings from continuing operations
$
83,967

 
73,875

 
$
208,759

 
177,252

Less: Distributed and undistributed earnings allocated to nonvested stock
(275
)
 
(643
)
 
(879
)
 
(1,636
)
Earnings from continuing operations available to common shareholders — Basic
$
83,692

 
73,232

 
$
207,880

 
175,616

 
 
 
 
 
 
 
 
Weighted average common shares outstanding — Basic
52,459

 
51,788

 
52,559

 
51,397

 
 
 
 
 
 
 
 
Earnings from continuing operations per common share — Basic
$
1.60

 
1.41

 
$
3.96

 
3.42

 
 
 
 
 
 
 
 
Earnings per share — Diluted:
 
 
 
 
 
 
 
Earnings from continuing operations
$
83,967

 
73,875

 
$
208,759

 
177,252

Less: Distributed and undistributed earnings allocated to nonvested stock
(273
)
 
(639
)
 
(873
)
 
(1,625
)
Earnings from continuing operations available to common shareholders — Diluted
$
83,694

 
73,236

 
$
207,886

 
175,627

 
 
 
 
 
 
 
 
Weighted average common shares outstanding — Basic
52,459

 
51,788

 
52,559

 
51,397

Effect of dilutive equity awards
515

 
440

 
487

 
451

Weighted average common shares outstanding — Diluted
52,974

 
52,228

 
53,046

 
51,848

 
 
 
 
 
 
 
 
Earnings from continuing operations per common share — Diluted
$
1.58

 
1.40

 
$
3.92

 
3.39

 
 
 
 
 
 
 
 
Anti-dilutive equity awards not included above
8

 
584

 
212

 
863


9
RYDER SYSTEM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)
(unaudited)


(G) REVENUE EARNING EQUIPMENT

 
September 30, 2014
 
December 31, 2013
 
Cost
 
Accumulated
Depreciation
 
Net  Book
Value(1)
 
Cost
 
Accumulated
Depreciation
 
Net  Book
Value(1)
 
(In thousands)
Held for use:
 
Full service lease
$
7,692,678

 
(2,558,920
)
 
5,133,758

 
$
7,436,093

 
(2,537,077
)
 
4,899,016

Commercial rental
2,447,933

 
(815,266
)
 
1,632,667

 
2,210,863

 
(747,283
)
 
1,463,580

Held for sale
319,302

 
(232,349
)
 
86,953

 
439,983

 
(311,742
)
 
128,241

Total
$
10,459,913

 
(3,606,535
)
 
6,853,378

 
$
10,086,939

 
(3,596,102
)
 
6,490,837

 ————————————
(1)
Revenue earning equipment, net includes vehicles acquired under capital leases of $47.9 million, less accumulated depreciation of $21.3 million, at September 30, 2014, and $54.2 million, less accumulated depreciation of $22.0 million, at December 31, 2013.

At the end of 2013, we completed our annual review of residual values and useful lives of revenue earning equipment. Based on the results of our analysis, we adjusted the estimated residual values of certain classes of revenue earning equipment effective January 1, 2014. The change in estimated residual values and useful lives increased pre-tax earnings for the three and nine months ended September 30, 2014 by approximately $6.3 million and $18.8 million, respectively.

We lease revenue earning equipment to customers for periods typically ranging from three to seven years for trucks and tractors and up to ten years for trailers. The majority of our leases are classified as operating leases. However, some of our revenue earning equipment leases are classified as direct financing leases and, to a lesser extent, sales-type leases. As of September 30, 2014 and December 31, 2013, the net investment in direct financing and sales-type leases was $411.4 million and $400.1 million, respectively. Our direct financing lease customers operate in a wide variety of industries, and we have no significant customer concentrations in any one industry. We assess credit risk for all of our customers including those who lease equipment under direct financing leases upon signing of a full service lease contract. For those customers who are designated as high risk, we typically require deposits to be paid in advance in order to mitigate our credit risk. Additionally, our receivables are collateralized by the vehicles, based on their estimated fair values, which further mitigates our credit risk.

As of September 30, 2014 and December 31, 2013, the amount of direct financing lease receivables past due was not significant, and there were no impaired receivables. Accordingly, we do not believe there is a material risk of default with respect to the direct financing lease receivables. The allowance for credit losses was $0.3 million and $0.5 million as of September 30, 2014 and December 31, 2013, respectively.

In August of 2014, we completed a sale-leaseback transaction of revenue earning equipment with third parties not deemed to be variable interest entities and this transaction qualified for off-balance sheet treatment. Proceeds from the sale-leaseback transaction totaled $125.8 million. We recorded a deferred gain on the sale-leaseback transaction of approximately $1.2 million that will be recognized over the respective lease terms, which range from 66 to 84 months. We did not enter into any sale-leaseback transactions during 2013.
















10
RYDER SYSTEM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)
(unaudited)




(H) ACCRUED EXPENSES AND OTHER LIABILITIES
 
September 30, 2014
 
December 31, 2013
 
Accrued
Expenses
 
Non-Current
Liabilities
 
Total
 
Accrued
Expenses
 
Non-Current
Liabilities
 
Total
 
(In thousands)
Salaries and wages
$
99,146

 
—

 
99,146

 
$
106,281

 
—

 
106,281

Deferred compensation
3,033

 
34,876

 
37,909

 
2,505

 
31,896

 
34,401

Other employee benefits
6,075

 
6,547

 
12,622

 
3,809

 
6,712

 
10,521

Pension benefits
3,570

 
240,050

 
243,620

 
3,660

 
292,155

 
295,815

Other postretirement benefits
2,402

 
27,028

 
29,430

 
2,414

 
28,374

 
30,788

Insurance obligations (1)
132,283

 
191,985

 
324,268

 
125,835

 
186,700

 
312,535

Accrued rent
8,474

 
1,967

 
10,441

 
4,373

 
3,372

 
7,745

Environmental liabilities
3,924

 
8,578

 
12,502

 
4,515

 
8,548

 
13,063

Asset retirement obligations
5,521

 
19,236

 
24,757

 
6,144

 
19,403

 
25,547

Operating taxes
93,805

 
—

 
93,805

 
94,188

 
—

 
94,188

Income taxes
3,168

 
25,236

 
28,404

 
2,623

 
23,813

 
26,436

Interest
27,904

 
—

 
27,904

 
33,654

 
—

 
33,654

Deposits, mainly from customers
57,880

 
5,993

 
63,873

 
55,854

 
6,239

 
62,093

Deferred revenue
12,908

 
—

 
12,908

 
15,123

 
—

 
15,123

Acquisition holdbacks
3,972

 
2,272

 
6,244

 
2,012

 
—

 
2,012

Other
35,427

 
11,275

 
46,702

 
33,347

 
9,093

 
42,440

Total
$
499,492

 
575,043

 
1,074,535

 
$
496,337

 
616,305

 
1,112,642

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


11
RYDER SYSTEM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)
(unaudited)


(I) DEBT
 
Weighted-Average
Interest Rate
 
 
 
 
 
 
 
September 30,
2014
 
December 31,
2013
 
Maturities
 
September 30,
2014
 
December 31,
2013
 
 
 
 
 
 
 
(In thousands)
Short-term debt and current portion of long-term debt:
 
 
 
 
 
 
 
 
 
Short-term debt
1.08%
 
1.70%
 
2015
 
$
2,743

 
1,315

Current portion of long-term debt, including capital leases
 
 
 
 
 
 
459,569

 
258,123

Total short-term debt and current portion of long-term debt
 
 
 
 
 
 
462,312

 
259,438

Long-term debt:
 
 
 
 
 
 
 
 
 
U.S. commercial paper (1)
0.26%
 
0.28%
 
2018
 
332,968

 
486,939

Canadian commercial paper (1)
—%
 
1.13%
 
2018
 
—

 
11,297

Global revolving credit facility
1.23%
 
—%
 
2018
 
3,000

 
—

Unsecured U.S. notes — Medium-term notes (1)
3.29%
 
3.76%
 
2016-2025
 
3,771,695

 
3,271,734

Unsecured U.S. obligations, principally bank term loans
1.44%
 
1.45%
 
2015-2018
 
50,500

 
55,500

Unsecured foreign obligations
2.01%
 
1.99%
 
2015-2016
 
307,709

 
315,558

Capital lease obligations
3.62%
 
3.81%
 
2014-2019
 
35,695

 
38,911

Total before fair market value adjustment
 
 
 
 
 
 
4,501,567

 
4,179,939

Fair market value adjustment on notes subject to hedging (2)
 
 
 
 
 
3,247

 
8,171

 
 
 
 
 
 
 
4,504,814

 
4,188,110

Current portion of long-term debt, including capital leases
 
 
 
 
 
 
(459,569
)
 
(258,123
)
Long-term debt
 
 
 
 
 
 
4,045,245

 
3,929,987

Total debt
 
 
 
 
 
 
$
4,507,557

 
4,189,425

 ————————————
(1)
We had unamortized original issue discounts of $8.3 million and $8.3 million at September 30, 2014 and December 31, 2013, respectively.
(2)
The notional amount of executed interest rate swaps designated as fair value hedges was $600 million and $400 million at September 30, 2014 and December 31, 2013, respectively.

We maintain a $900 million global revolving credit facility with a syndicate of twelve lending institutions led by Bank of America N.A., Bank of Tokyo-Mitsubishi UFJ, Ltd., BNP Paribas, Mizuho Corporate Bank, Ltd., Royal Bank of Canada, Royal Bank of Scotland Plc, U.S. Bank National Association and Wells Fargo Bank, N.A. The global credit facility matures in October 2018. The global facility is used primarily to finance working capital but can also be used to issue up to $75 million in letters of credit (there were no letters of credit outstanding against the facility at September 30, 2014). At our option, the interest rate on borrowings under the credit facility is based on LIBOR, prime, federal funds or local equivalent rates. The agreement provides for annual facility fees which range from 8.0 basis points to 27.5 basis points and are based on Ryder’s long-term credit ratings. The annual facility fee is 12.5 basis points, which applies to the total facility size of $900 million. The credit facility contains no provisions limiting its availability in the event of a material adverse change to Ryder’s business operations; however, the credit facility does contain standard representations and warranties, events of default, cross-default provisions and certain affirmative and negative covenants. In order to maintain availability of funding, we must maintain a ratio of debt to consolidated net worth of less than or equal to 300%. Net worth, as defined in the credit facility, represents shareholders' equity excluding any accumulated other comprehensive income or loss associated with our pension and other postretirement plans. The ratio at September 30, 2014 was 184%. At September 30, 2014, there was $564.0 million available under the credit facility.

Our global revolving credit facility enables us to refinance short-term obligations on a long-term basis. Settlement of short-term commercial paper obligations not expected to require the use of working capital are classified as long-term as we have both the intent and ability to refinance on a long-term basis. In addition, we have the intent and ability to refinance the current portion of long-term debt on a long-term basis. At September 30, 2014, we classified $333.0 million of short-term commercial paper and $250.0 million of the current portion of long-term debt as long-term debt. At December 31, 2013, we classified $498.2 million of short-term commercial paper as long-term debt.

12
RYDER SYSTEM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)
(unaudited)


In May 2014, we issued $400 million of unsecured medium-term notes maturing in September 2019. In February 2014, we issued $350 million of unsecured medium-term notes maturing in June 2019. The proceeds from the notes were used to reduce commercial paper balances and for general corporate purposes. If the notes are downgraded below investment grade following, and as a result of, a change in control, the note holder can require us to repurchase all or a portion of the notes at a purchase price equal to 101% of principal plus accrued and unpaid interest.

We have a trade receivables purchase and sale program, pursuant to which we sell certain of our domestic trade accounts receivable to a bankruptcy remote, consolidated subsidiary of Ryder, that in turn sells, on a revolving basis, an ownership interest in certain of these accounts receivable to a receivables conduit or committed purchasers. The subsidiary is considered a VIE and is consolidated based on our control of the entity’s activities. We use this program to provide additional liquidity to fund our operations, particularly when it is cost effective to do so. The costs under the program may vary based on changes in interest rates. The available proceeds that may be received under the program are limited to $175 million. If no event occurs that causes early termination, the 364-day program will expire on October 24, 2014. We are currently in the process of renewing the program through October 2015. The program contains provisions restricting its availability in the event of a material adverse change to our business operations or the collectibility of the collateralized receivables. At September 30, 2014 and December 31, 2013, no amounts were outstanding under the program. Sales of receivables under this program will be accounted for as secured borrowings based on our continuing involvement in the transferred assets.

At September 30, 2014 and December 31, 2013, we had letters of credit and surety bonds outstanding totaling $316.6 million and $310.5 million, respectively, which primarily guarantee the payment of insurance claims.


13
RYDER SYSTEM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)
(unaudited)


(J) FAIR VALUE MEASUREMENTS

The assets and liabilities measured at fair value on a recurring basis consist primarily of interest rate swaps and investments held in Rabbi Trusts.  These amounts as of September 30, 2014 are not material to our consolidated financial position and operations and have not changed significantly from the amounts reported as of December 31, 2013.  

The following tables present our assets that are measured at fair value on a nonrecurring basis and considered a Level 3 fair value measurement:
 
 
 
Total Losses (2)
 
2014
 
Three months ended
 
Nine months ended
 
(In thousands)
Assets held for sale:
 
 
 
 
 
Revenue earning equipment: (1)
 
 
 
 
 
Trucks
$
8,437

 
$
1,527

 
$
4,981

Tractors
4,666

 
530

 
2,824

Trailers
682

 
320

 
762

Total assets at fair value
$
13,785

 
$
2,377

 
$
8,567

 
 
 
 
Total Losses (2)
 
2013
 
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

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

Revenue earning equipment held for sale is stated at the lower of carrying amount or fair value less costs to sell. Only certain vehicles held for sale have carrying amounts greater than the fair value and losses are recorded at the time they arrive at our used truck centers. We typically record gains on the remaining vehicles with carrying amounts greater than fair value at the time they are sold. Losses to reflect changes in fair value are presented within “Other operating expenses” in the Consolidated Condensed Statements of Earnings. For revenue earning equipment held for sale, we stratify our fleet by vehicle type (trucks, tractors and trailers), weight class, age and other relevant characteristics and create classes of similar assets for analysis purposes. Fair value was determined based upon recent market prices obtained from our own sales experience for sales of each class of similar assets and vehicle condition. Therefore, our revenue earning equipment held for sale was classified within Level 3 of the fair value hierarchy.

14
RYDER SYSTEM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)
(unaudited)



Fair value of total debt (excluding capital lease obligations) at September 30, 2014 and December 31, 2013 was approximately $4.60 billion and $4.28 billion, respectively. For publicly-traded debt, estimates of fair value were based on market prices. Since our publicly-traded debt is not actively traded, the fair value measurement was classified within Level 2 of the fair value hierarchy. For other debt, fair value was estimated based on a model-driven approach using rates currently available to us for debt with similar terms and remaining maturities. Therefore, the fair value measurement of our other debt was classified within Level 2 of the fair value hierarchy. The carrying amounts reported in the Consolidated Condensed Balance Sheets for “Cash and cash equivalents,” “Receivables, net” and “Accounts payable” approximate fair value because of the immediate or short-term maturities of these financial instruments.

(K) DERIVATIVES

We have interest rate swaps outstanding which are designated as fair value hedges whereby we receive fixed interest rate payments in exchange for making variable interest rate payments. The differential to be paid or received is accrued and recognized as interest expense. The following table provides a detail of the swaps outstanding and the related hedged items as of September 30, 2014:
 
 
 
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
 
 
 
 
 
2014
 
2013
 
 
 
 
(Dollars in thousands)
 
 
 
 
 
 
February 2011
 
March 2015
 
$350,000
 
$150,000
 
3.15%
 
1.28%
 
1.34%
May 2011
 
June 2017
 
$350,000
 
$150,000
 
3.50%
 
1.42%
 
1.51%
November 2013
 
November 2018
 
$300,000
 
$100,000
 
2.45%
 
1.18%
 
—%
February 2014
 
June 2019
 
$350,000
 
$100,000
 
2.55%
 
1.10%
 
—%
May 2014
 
September 2019
 
$400,000
 
$100,000
 
2.45%
 
0.86%
 
—%

Changes in the fair value of our interest rate swaps are offset by changes in the fair value of the debt instrument. Accordingly, there is no ineffectiveness related to the interest rate swaps. The location and amount of gains (losses) on interest rate swap agreements designated as fair value hedges and related hedged items reported in the Consolidated Condensed Statements of Earnings were as follows:
Fair Value Hedging Relationship
 
Location of
 Gain (Loss)
Recognized in Income
 
Three months ended September 30,
 
Nine months ended September 30,
 
2014
 
2013
 
2014
 
2013
 
 
 
 
(In thousands)
Derivatives: Interest rate swaps
 
Interest expense
 
$
(4,607
)
 
44

 
$
(4,924
)
 
(6,323
)
Hedged items: Fixed-rate debt
 
Interest expense
 
4,607

 
(44
)
 
4,924

 
6,323

Total
 
 
 
$
—

 
—

 
$
—

 
—


The derivatives are pay-variable, receive-fixed interest rate swaps based on the LIBOR rate and are designated as fair value hedges. Fair value was based on a model-driven income approach using the LIBOR rate at each interest payment date, which was observable at commonly quoted intervals for the full term of the swaps. Therefore, our interest rate swaps were classified within Level 2 of the fair value hierarchy. The location and fair value amounts of the interest rate swaps reported on the Consolidated Condensed Balance Sheets were as follows:
Balance Sheet Location
 
September 30,
2014
 
December 31,
2013
 
 
(In thousands)
Prepaid expenses and other current assets
 
$
1,173

 
$
—

Direct financing leases and other assets
 
4,480

 
9,333

Other non-current liabilities
 
(2,406
)
 
(1,162
)


15
RYDER SYSTEM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)
(unaudited)


(L) SHARE REPURCHASE PROGRAMS

In December 2013, 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 2013 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, 2013 through December 31, 2015. The December 2013 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 2013 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, 2014, we repurchased and retired 143,051 shares under the program at an aggregate cost of $12.9 million. For the nine months ended September 30, 2014, we repurchased and retired 1,170,123 shares under the program at an aggregate cost of $92.3 million. We did not repurchase any shares under this program in 2013.


(M) ACCUMULATED OTHER COMPREHENSIVE LOSS

The following summary sets forth the components of accumulated other comprehensive loss, net of tax:
 
 
 
Currency
Translation
Adjustments and Other
 
Net Actuarial
Loss (1)
 
Prior Service
Credit (1)
 
Accumulated
Other
Comprehensive
Loss
 
 
(In thousands)
December 31, 2013
 
$
35,875

 
(477,883
)
 
3,760

 
(438,248
)
Amortization
 
—

 
11,183

 
(2,008
)
 
9,175

Other current period change
 
(35,198
)
 
(2,043
)
 
(109
)
 
(37,350
)
September 30, 2014
 
$
677

 
(468,743
)
 
1,643

 
(466,423
)


 
 
Currency
Translation
Adjustments and Other
 
Net Actuarial
Loss (1)
 
Prior Service
Credit (1)
 
Accumulated
Other
Comprehensive
Loss
 
 
(In thousands)
December 31, 2012
 
$
57,860


(648,113
)
 
2,634

 
(587,619
)
Amortization
 
—


17,176


(1,020
)
 
16,156

Other current period change
 
(18,379
)

(3,714
)

—

 
(22,093
)
September 30, 2013
 
$
39,481

 
(634,651
)
 
1,614

 
(593,556
)

_______________________ 

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




16
RYDER SYSTEM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)
(unaudited)


(N) EMPLOYEE BENEFIT PLANS

Components of net periodic benefit cost were as follows:
 
Three months ended September 30,
 
Nine months ended September 30,
 
2014
 
2013
 
2014
 
2013
 
(In thousands)
Pension Benefits
 
 
 
 
 
 
 
Company-administered plans:
 
 
 
 
 
 
 
Service cost
$
3,297

 
3,994

 
$
9,892

 
12,002

Interest cost
25,280

 
22,418

 
75,990

 
67,153

Expected return on plan assets
(28,900
)
 
(26,498
)
 
(86,916
)
 
(79,335
)
Amortization of:
 
 
 
 
 
 
 
Net actuarial loss
5,900

 
8,782

 
17,714

 
26,347

Prior service credit
(445
)
 
(454
)
 
(1,340
)
 
(1,363
)
 
5,132

 
8,242

 
15,340

 
24,804

Union-administered plans
3,475

 
3,388

 
7,744

 
7,418

Net periodic benefit cost
$
8,607

 
11,630

 
$
23,084

 
32,222

 
 
 
 
 
 
 
 
Company-administered plans:
 
 
 
 
 
 
 
U.S.
$
5,389

 
8,424

 
$
16,190

 
25,317

Non-U.S.
(257
)
 
(182
)
 
(850
)
 
(513
)
 
5,132

 
8,242

 
15,340

 
24,804

Union-administered plans
3,475

 
3,388

 
7,744

 
7,418

 
$
8,607

 
11,630

 
$
23,084

 
32,222

 
 
 
 
 
 
 
 
Postretirement Benefits
 
 
 
 
 
 
 
Company-administered plans:
 
 
 
 
 
 
 
Service cost
$
112

 
245

 
$
336

 
738

Interest cost
356

 
392

 
1,069

 
1,179

Amortization of:
 
 
 
 
 
 
 
Net actuarial credit
(181
)
 
(4
)
 
(544
)
 
(11
)
Prior service credit
(616
)
 
(58
)
 
(1,844
)
 
(173
)
Net periodic benefit cost
$
(329
)
 
575

 
$
(983
)
 
1,733

Company-administered plans:
 
 
 
 
 
 
 
U.S.
$
(460
)
 
402

 
$
(1,379
)
 
1,210

Non-U.S.
131

 
173

 
396

 
523

 
$
(329
)
 
575

 
$
(983
)
 
1,733


During the nine months ended September 30, 2014, we contributed $69.5 million to our pension plans. All of the contributions to the U.S. plan for 2014 were made as of September 30, 2014. In 2014, we expect total contributions to our pension plans to be approximately $75 million.

During the three and nine months ended September 30, 2014 and 2013, we recorded estimated pension settlement charges of $1.3 million ($0.8 million after tax) and $1.3 million ($0.8 million after tax), respectively, for the exit of two U.S. multi-employer pension plans withdrawal liabilities in 2014 and one plan in 2013. These charges were recorded within “Selling, general, and administrative expenses” in our Consolidated Condensed Statement of Earnings and is included in the Union-administered plans expense.





17
RYDER SYSTEM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)
(unaudited)


Pension Subsequent Event

We have recently taken steps to reduce the size and potential future volatility of our U.S. defined benefit pension plan obligation.  In October 2014, we offered approximately 11,000 former employees a one-time option to receive a lump sum distribution of their benefits by the end of 2014. These employees have deferred vested benefits of approximately $370 million representing 20% of our U.S. pension plan obligations. No additional funding of the pension plan is required for this transaction as all distributions will be made out of existing plan assets. The Plan's funded status is expected to remain materially unchanged as a result of this offer. We also expect to record a one-time lump sum pension charge in the fourth quarter as a result of the partial settlement of our pension plan liability. The amount of the settlement charge will be based on the proportionate amount of unrecognized U.S. actuarial net losses equal to the settled percentage of our pension benefit obligation. The ultimate amount of the charge will depend on the acceptance rate of the offer. As of September 30, 2014, the U.S. unrecognized actuarial loss was approximately $600 million before tax.


(O) OTHER ITEMS IMPACTING COMPARABILITY

Our primary measure of segment performance excludes certain items as follows:
 
Three months ended September 30,
 
Nine months ended September 30,
 
2014
 
2013
 
2014
 
2013
 
(In thousands)
Pension settlement charges (1)
$
1,262

 
1,258

 
$
1,262

 
1,258

Superstorm Sandy recoveries
—

 
(600
)
 
—

 
(600
)
Restructuring and other recoveries, net
—

 
(298
)
 
—

 
(298
)
Foreign currency translation benefit
—

 
—

 
—

 
(1,904
)
Acquisition transaction costs (2)
566

 
—

 
566

 
—

Restructuring and other charges, net and other items
$
1,828

 
360

 
$
1,828

 
(1,544
)
————————————
(1)
See Note (N), "Employee Benefit Plans," for additional information.
(2)
See Note (C), "Acquisitions," for additional information.

During the three and nine months ended September 30, 2013, we recognized a benefit of $0.6 million from the recovery of Superstorm Sandy losses. The 2013 benefit was recorded within “Cost of services” in our Consolidated Condensed Statement of Earnings. During the three and nine months ended September 30, 2013, we also refined previous estimates of employee severance and benefit costs which resulted in a benefit of $0.3 million. During the nine months ended September 30, 2013, we recognized a benefit of $1.9 million (before and after tax) from the recognition of the accumulated currency translation adjustment from a FMS foreign operation which has substantially liquidated its net assets. This benefit was recorded within “Miscellaneous income, net” in our Consolidated Condensed Statements of Earnings.

(P) SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental cash flow information was as follows:
 
Nine months ended September 30,
 
2014
 
2013
 
(In thousands)
Interest paid
$
109,332

 
109,699

Income taxes paid
9,878

 
8,900

Changes in accounts payable related to purchases of revenue earning equipment
3,902

 
1,670

Operating and revenue earning equipment acquired under capital leases
3,788

 
5,500


During the nine months ended September 30, 2014 and 2013, we paid $1.6 million and $1.9 million, respectively, related to acquisitions completed in prior years.


18
RYDER SYSTEM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)
(unaudited)



(Q) MISCELLANEOUS INCOME, NET
 
Three months ended September 30,
 
Nine months ended September 30,
 
2014
 
2013
 
2014

2013
 
(In thousands)
Contract settlement
$
64

 
—

 
$
2,972

 
—

Gains on sales of operating property and equipment
135

 
96

 
2,725

 
636

Business interruption insurance recoveries
—

 
819

 
756


2,624

Foreign currency translation benefit (1)
—

 
—

 
—

 
1,904

Rabbi trust investment (expense) income
(177
)
 
1,247

 
1,400

 
2,878

Other, net
974

 
1,285

 
3,353

 
3,550

Total
$
996

 
3,447

 
$
11,206

 
11,592

 ————————————
(1) Refer to Note (O), "Other Items Impacting Comparability," for additional information.


19
RYDER SYSTEM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)
(unaudited)


(R) SEGMENT REPORTING

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

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

Our FMS segment leases revenue earning equipment and provides fuel, maintenance and other ancillary services to the SCS segment. Inter-segment revenue and EBT are accounted for at rates similar to those executed with third parties. EBT related to inter-segment equipment and services billed to customers (equipment contribution) are included in both FMS and SCS and then eliminated (presented as “Eliminations”). 

20
RYDER SYSTEM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)
(unaudited)



The following tables set forth financial information for each of our business segments and provides a reconciliation between segment EBT and earnings from continuing operations before income taxes for the three and nine months ended September 30, 2014 and 2013. Segment results are not necessarily indicative of the results of operations that would have occurred had each segment been an independent, stand-alone entity during the periods presented.
 
FMS
 
SCS
 
Eliminations
 
Total
 
(In thousands)
 
 
For the three months ended September 30, 2014
 
 
 
 
 
 
Revenue from external customers
$
1,069,333

 
617,817

 
—

 
1,687,150

Inter-segment revenue
117,589

 
—

 
(117,589
)
 
—

Total revenue
$
1,186,922

 
617,817

 
(117,589
)
 
1,687,150

 
 
 
 
 
 
 
 
Segment EBT
$
120,980

 
36,152

 
(9,564
)
 
147,568

Unallocated CSS
 
 
 
 
 
 
(13,564
)
     Non-operating pension costs 
 
 
 
 
 
 
(2,455
)
Restructuring and other charges, net and other items (1)
 
 
 
 
 
 
(1,828
)
Earnings from continuing operations before income taxes
 
 
 
 
 
 
$
129,721

 
 
 
 
 
 
 
 
Segment capital expenditures paid (2), (3)
$
470,552

 
7,484

 
—

 
478,036

Unallocated CSS
 
 
 
 
 
 
7,915

Capital expenditures paid
 
 
 
 
 
 
$
485,951

 
 
 
 
 
 
 
 
For the three months ended September 30, 2013
 
 
 
 
 
 
Revenue from external customers
$
1,023,790

 
610,750

 
—

 
1,634,540

Inter-segment revenue
114,427

 
—

 
(114,427
)
 
—

Total revenue
$
1,138,217

 
610,750

 
(114,427
)
 
1,634,540

 
 
 
 
 
 
 
 
Segment EBT
$
96,428

 
39,607

 
(9,134
)
 
126,901

Unallocated CSS
 
 
 
 
 
 
(10,053
)
Non-operating pension costs 
 
 
 
 
 
 
(5,090
)
Restructuring and other charges, net and other items (1)
 
 
 
 
 
 
(360
)
Earnings from continuing operations before income taxes
 
 
 
 
 
 
$
111,398

 
 
 
 
 
 
 
 
Segment capital expenditures paid (2), (3)
$
538,453

 
3,896

 
—

 
542,349

Unallocated CSS
 
 
 
 
 
 
5,361

Capital expenditures paid
 
 
 
 
 
 
$
547,710

 ————————————
(1)
See Note (O), "Other Items Impacting Comparability," for additional information.
(2)
Excludes revenue earning equipment acquired under capital leases.
(3)
Excludes acquisition payments of $8.1 million and $0.5 million during the three months ended September 30, 2014 and 2013, respectively.


21
RYDER SYSTEM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)
(unaudited)


 
FMS
 
SCS
 
Eliminations
 
Total
 
(In thousands)
 
 
For the nine months ended September 30, 2014
 
 
 
 
 
 
Revenue from external customers
$
3,139,721

 
1,842,737

 
—

 
4,982,458

Inter-segment revenue
363,510

 
—

 
(363,510
)
 
—

Total revenue
$
3,503,231

 
1,842,737

 
(363,510
)
 
4,982,458

 
 
 
 
 
 
 
 
Segment EBT
$
311,480

 
88,664

 
(29,715
)
 
370,429

Unallocated CSS
 
 
 
 
 
 
(36,518
)
     Non-operating pension costs 
 
 
 
 
 
 
(7,313
)
Restructuring and other charges, net and other items (1)
 
 
 
 
 
 
(1,828
)