<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For quarterly period ended March 31, 2000
-----------------------------------------------------
Commission File Number 1-7654
----------------------------------------------------------
XTRA CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 06-0954158
-------------------------- --------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 Nyala Farms Road, Westport, Connecticut 06880
- --------------------------------------------------------------------------------
(Address of principal executive offices)
(203) 221-1005
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
------- -------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at April 28, 2000
----------------------- ---------------------------------
Common Stock, Par Value 12,072,005
$.50 Per Share
<PAGE>
XTRA CORPORATION AND SUBSIDIARIES
INDEX
Page No.
--------
Part I. Financial Information
---------------------
Item 1. Financial Statements
--------------------
Management Representation ........................................... 3
Consolidated Balance Sheets
March 31, 2000 and September 30, 1999 .............................. 4
Consolidated Statements of Operations
For the Three Months and Six Months Ended
March 31, 2000 and 1999 ............................................ 5
Consolidated Statements of Cash Flows
For the Six Months Ended
March 31, 2000 and 1999 ............................................ 6
Consolidated Statements of Stockholders' Equity
For the Six Months Ended
March 31, 2000 and 1999 ............................................ 7
Notes to Consolidated Financial Statements .......................... 8
Item 2. Management's Discussion and Analysis of
---------------------------------------
Financial Condition and Results of Operations .......................12
---------------------------------------------
Item 3. Quantitative and Qualitative Disclosures about Market Risk ..........20
----------------------------------------------------------
Part II. Other Information
-----------------
Item 5. Other Matters ..................................................21
Item 6. Exhibits and Reports on Form 8-K ...............................23
Signatures ..............................................................24
Exhibit Index ...........................................................25
2
<PAGE>
PART I - FINANCIAL INFORMATION
XTRA CORPORATION AND SUBSIDIARIES
ITEM 1 - MANAGEMENT REPRESENTATION
The financial statements included herein have been prepared by the Company,
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations. The Company believes, however, that the disclosures are adequate to
make the information presented not misleading.
The Board of Directors is assisted in its review of financial statements by
its Audit Committee, composed of non-employee Directors. During the year, the
Committee meets periodically with both management and the independent public
accountants to oversee each in carrying out its responsibilities. The
independent public accountants have full and free access to the Audit Committee
and meet with its members, with and without management being present, to discuss
auditing and financial reporting matters.
These financial statements should be read in conjunction with the financial
statements and the notes thereto included in the Company's latest Annual Report
on Form 10-K.
This financial information reflects, in the opinion of management, all
adjustments consisting of only normal recurring adjustments necessary to present
fairly the results for the interim periods. The results of operations for such
interim periods are not necessarily indicative of the results to be expected for
the full year.
3
<PAGE>
XTRA CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Millions of dollars)
<TABLE>
<CAPTION>
March 31,
2000 September 30,
(unaudited) 1999 (1)
----------- ------------
Assets
- ------
<S> <C> <C>
Property and equipment $ 2,261 $ 2,266
Accumulated depreciation (846) (827)
----------- ------------
Net property and equipment 1,415 1,439
Lease contracts receivable 34 38
Trade receivables, net 78 78
Other assets 23 14
Cash 1 4
----------- ------------
$ 1,551 $ 1,573
=========== ============
<CAPTION>
Liabilities and Stockholders Equity
- -----------------------------------
Liabilities:
Debt $ 808 $ 852
Deferred income taxes 331 309
Accounts payable and accrued expenses 70 75
----------- ------------
Total liabilities 1,209 1,236
----------- ------------
Commitments and contingencies:
Stockholders equity:
Common stock, par value $.50 per share; authorized:
30,000,000 shares; issued and outstanding;
12,069,505 shares at March 31, 2000
and 12,812,400 shares at September 30, 1999 6 6
Retained earnings 343 341
Unearned compensation - restricted stock (2) (3)
Accumulated other comprehensive income (5) (7)
----------- ------------
Total stockholders' equity 342 337
----------- ------------
$ 1,551 $ 1,573
=========== ============
</TABLE>
(1) Derived from XTRA Corporations audited September 30, 1999 financial
statements.
The accompanying notes are an integral part of these consolidated financial
statements.
4
<PAGE>
XTRA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Millions of dollars, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
March 31, March 31,
2000 1999 2000 1999
---------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
Revenues $ 115 $ 110 $ 242 $ 232
Operating expenses
Depreciation on rental equipment 38 38 75 76
Rental equipment lease financing expense 2 -- 4 --
Rental equipment operating expenses 27 27 55 53
Selling and administrative expense 11 12 23 25
Revenue equipment writedown -- 25 -- 25
Restructuring costs -- 13 -- 13
---------- ---------- ---------- ---------
78 115 157 192
---------- ---------- ---------- ---------
Operating income (loss) 37 (5) 85 40
Interest expense 15 14 29 28
---------- ---------- ---------- ---------
Income (loss) from operations before provision
(benefit) for income taxes and unusual item 22 (19) 56 12
Unusual item: costs related to terminated merger -- -- -- 1
---------- ---------- ---------- ---------
Pretax income (loss) 22 (19) 56 11
Provision (benefit) for income taxes 9 (8) 22 4
---------- ---------- ---------- ---------
Net income (loss) $ 13 $ (11) $ 34 $ 7
========== ========== ========== =========
Earnings per basic common share $1.12 $(0.82) $2.74 $0.46
Weighted average basic shares outstanding (in millions) 12.0 13.9 12.3 14.6
Earnings per diluted common share $1.12 $(0.82) $2.74 $0.46
Weighted average diluted shares outstanding (in millions) 12.0 13.9 12.3 14.6
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
5
<PAGE>
XTRA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Millions of dollars)
(Unaudited)
Six Months Ended
March 31,
2000 1999
------ -------
Cash flows from operations:
Net income $ 34 $ 7
Add non-cash income and expense items:
Depreciation and amortization, net 75 75
Restructuring charges and revenue equipment writedown -- 38
Deferred income taxes, net 21 4
Bad debt expense 3 2
Add other cash items:
Net change in receivables, other assets,
payables and accrued expenses (18) (9)
Cash receipts from lease contracts receivable 13 13
Recovery of property and equipment net book value 32 10
------ -------
Total cash provided from operations 160 140
------ -------
Cash used for investment activities:
Additions to property and equipment (89) (129)
------ -------
Total cash used for investing activities (89) (129)
------ -------
Cash flows from financing activities:
Borrowings of long-term debt 45 79
Payments of long-term debt (89) --
Repurchase of common stock (30) (90)
------ -------
Total cash used for financing activities (74) (11)
------ -------
Net decrease in cash (3) --
Cash at beginning of period 4 3
------ -------
Cash at end of period $ 1 $ 3
====== =======
Total interest paid $ 29 $ 28
Total net income taxes paid $ 1 $ --
The accompanying notes are integral part of these consolidated financial
statements.
6
<PAGE>
XTRA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Six months ended March 31, 2000 and 1999
(Millions of dollars)
(Unaudited)
<TABLE>
<CAPTION>
Common Unearned Accumulated
Stock Capital in Compensation- Other Total
$ 0.50 Excess of Retained Restricted Comprehensive Stockholders'
Par Value Par Value Earnings Stock Income Equity
--------- ---------- -------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Balance at September 30, 1998 $ 8 $ 57 $ 354 $ -- $ (11) $ 408
Comprehensive Income:
Net income -- -- 7 -- -- 7
Foreign currency translation adjustment -- -- -- -- 3 3
Total comprehensive income -- -- -- -- -- 10
Shares granted under restricted stock plan,
options exercised, forfeitures, and related
tax benefits -- 3 -- -- -- 3
Common stock repurchased (1) (60) (29) -- -- (90)
--------- ---------- -------- ------------- ------------- -------------
Balance at March 31, 1999 $ 7 $ -- $ 332 $ -- $ (8) $ 331
========= ========== ======== ============= ============= =============
Balance at September 30, 1999 $ 6 $ -- $ 341 $ (3) $ (7) 337
Comprehensive Income:
Net income -- -- 34 -- -- 34
Foreign currency translation adjustment -- -- -- -- 2 2
Total comprehensive income -- -- -- -- -- 36
Shares granted under restricted stock plan,
options exercised, forfeitures, and related
tax benefits -- -- (2) 1 -- (1)
Common stock repurchased -- -- (30) -- -- (30)
--------- ---------- -------- ------------- ------------- -------------
Balance at March 31, 2000 $ 6 $ -- $ 343 $ (2) $ (5) $ 342
========= ========== ======== ============= ============= =============
</TABLE>
The accompanying notes are an intergral part of these consolidated financial
statements
7
<PAGE>
XTRA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) The consolidated financial statements include the accounts of XTRA
Corporation and its wholly owned subsidiaries (the "Company"). All material
intercompany accounts and transactions have been eliminated. Certain
amounts in prior period financial statements have been reclassified to be
consistent with the current period's presentation.
(2) The effective income tax rates used in the interim financial statements are
estimates of the fiscal years' rates. The effective income tax rate for
fiscal 1999 was 40%. For the fiscal 2000 the Company is recording a
provision for income taxes using an estimated effective income tax rate of
39.5%. The Company's effective income tax rate for fiscal 1999 and its
estimated effective income tax rate for fiscal 2000 are higher than the
statutory U.S. Federal income tax rate due primarily to state income taxes.
(3) The Company's long-term debt includes a current portion of $82 million at
March 31, 2000 and $94 million at September 30, 1999.
At March 31, 2000, the Company had $412 million remaining available under
its current shelf registration for future debt issuance. The Company had
$137 million of unused credit available under its $250 million Revolving
Credit Agreement at March 31, 2000.
8
<PAGE>
(4) XTRA Corporation's assets consist substantially of the aggregate assets,
liabilities, earnings and equity of XTRA, Inc., a wholly-owned direct
subsidiary. XTRA Corporation generally guarantees the debt of XTRA, Inc.
The condensed consolidated financial data for XTRA, Inc. included in the
consolidated financial information of the Company is summarized below:
(unaudited)
Selected Balance Sheet Data: March 31, March 31,
- ---------------------------- 2000 1999
(Millions of dollars) ------------ ------------
Net property and equipment $ 1,406 $ 1,462
Receivables, net 112 101
Other assets 23 19
------------ ------------
Total assets $ 1,541 $ 1,582
============ ============
Debt $ 808 $ 881
Deferred income taxes 331 291
Other liabilities 64 83
------------ ------------
Total liabilities 1,203 1,255
------------ ------------
Stockholders equity 338 327
------------ ------------
Total liabilities and stockholders equity $ 1,541 $ 1,582
============ ============
Selected Income Statement Data:
- -------------------------------
(Millions of dollars)
For the three months ended March 31,
2000 1999
---------------- ----------------
Revenues $ 115 $ 110
Pretax income (loss) 22 (15)
Net income (loss) 13 (8)
For the six months ended March 31,
2000 1999
---------------- ----------------
Revenues $ 242 $ 232
Pretax income 55 15
Net income 33 11
9
<PAGE>
(5) The following table provides a reconciliation of the numerators and
denominators of the basic and diluted earnings per share computations:
<TABLE>
<CAPTION>
(unaudited)
Three Months Ended Six Months Ended
March 31, March 31,
2000 1999 2000 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net income (loss) (numerator) $ 13 $ (11) $ 34 $ 7
========== ========== ========== ==========
Computation of Basic Shares Outstanding
- ----------------------------------------
(in thousands, except per share amounts)
- ----------------------------------------
Weighted average number of basic
shares outstanding (denominator) 12,015 13,895 12,307 14,642
========== ========== ========== ==========
Basic earnings per common share $ 1.12 (0.82) $ 2.74 $ 0.46
========== ========== ========== ==========
Computation of Diluted Shares Outstanding
- -----------------------------------------
(in thousands, except per share amounts)
- ----------------------------------------
Weighted average number of basic shares outstanding 12,015 13,895 12,307 14,642
Common stock equivalents for diluted shares outstanding 11 0 7 5
---------- ---------- ---------- ----------
Weighted average number of diluted
shares outstanding (denominator) 12,026 13,895 12,314 14,647
========== ========== ========== ==========
Diluted earnings per common share $ 1.12 (0.82) $ 2.74 $ 0.46
========== ========== ========== ==========
</TABLE>
(6) Pursuant to the aggregation criteria of SFAS 131, an entity may aggregate
operating segments if it has similar characteristics and if they are
similar on the following five dimensions: (1) nature of products and
services, (2) nature of production process, (3) types of customers, (4)
distribution methods, and (5) nature of its regulatory environment. The
Company's operating divisions and related transportation equipment have
been aggregated into two reportable segments: North America and
International.
10
<PAGE>
The North American reporting segment consists of the Company's XTRA Lease
and Intermodal divisions, which lease over-the-road and intermodal
equipment predominantly within the United States. The International
division leases marine containers worldwide. The following tables provide
information about the Company's reportable segments:
<TABLE>
<CAPTION>
(unaudited)
Segment Information: Three months ended March 31, Six months ended March 31,
- -------------------- ------------------------------ ------------------------------
North North
(Dollars in millions) America International Total America International Total
- --------------------- ------- -------------- ------ ------- -------------- -----
<S> <C> <C> <C> <C> <C> <C>
2000:
Revenues $ 100 $ 15 $ 115 $ 212 $ 30 $ 242
Operating income 35 2 37 81 4 85
1999:
Revenues $ 94 $ 16 $ 110 $ 198 $ 34 $ 232
Operating income (loss) 30 (35) (5) 73 (33) 40
Reconciliation of
- -----------------
combined operating
- ------------------ Three months ended Six months ended
profit: March 31, March 31,
- ------- ------------------------------ -----------------------------
2000 1999 2000 1999
----- ----- ----- -----
Operating income (loss) for 37 (5) 85 40
reportable segment
Interest expense 15 14 29 28
Non-recurring charges - - - 1
----------------------------- -----------------------------
Pretax income (loss) 22 (19) 56 11
============================== =============================
</TABLE>
11
<PAGE>
XTRA CORPORATION AND SUBSIDIARIES
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The discussion below contains certain forward-looking statements, including
estimates of economic and industry conditions, equipment utilization, and
capital expenditures. Actual results may vary from those contained in such
forward-looking statements. See "Cautionary Statements for Purposes of the `Safe
Harbor' Provisions of the Private Securities Litigation Act of 1995" contained
in Part II, Item 5.
XTRA Corporation leases, primarily on an operating basis, freight
transportation equipment including over-the-road trailers, intermodal trailers,
chassis, marine containers, and domestic containers. XTRA's equipment
utilization, lease rates, and therefore, profitability, are impacted by the
supply of and demand for available equipment, the level of economic activity in
North America, world trade activity, the actions of its competitors, and other
factors in the freight transportation industry. Utilization and profitability
are usually seasonally lower in the second and third fiscal quarters than in the
first and fourth fiscal quarters. In general, the Company's receivable
collection experience has been good. However, industry downturns tend to
lengthen the collection period of certain receivables.
The Company's pretax profits have been cyclical, principally due to the
variability of the Company's revenues and the high percentage of fixed costs. To
moderate this cyclicality, the Company attempts to maintain a balance between
the amount of equipment leased on a per diem and term basis and maintains a mix
of various types of freight transportation equipment available for lease. The
Company has historically maintained a high proportion of its debt at fixed rates
to reduce the impact of fluctuations in interest rates.
XTRA's marine container leasing operation reduces XTRA's dependence on the
North American transportation industry. Although the marine container business
is international, substantially all transactions are denominated in U.S.
dollars.
The Three Months Ended March 31, 2000
- -------------------------------------
Versus the Three Months Ended March 31, 1999:
- ---------------------------------------------
Revenues and Changes in Business Conditions
- -------------------------------------------
Revenues are a function of lease rates and working units; the latter
depends on fleet size and equipment utilization. Utilization is calculated as
the ratio of revenue-earning units to the total fleet. The total fleet is
derived from billing information, usage reports and other information from
customers, assumptions based on historical experience, and equipment inventories
taken at Company depots, and is an approximation. Utilization is impacted by the
supply of, and demand for, available equipment, the level of economic activity
in North America, and world trade activity.
The following table sets forth the Company's average equipment utilization
(dollar-weighted by net investment in equipment), average fleet size in units,
and average net investment
12
<PAGE>
in units, and average net investment in revenue equipment for the three months
ended March 31, 2000 and 1999. The Company's average fleet size and average net
investment include equipment owned by the Company, equipment leased-in from
third parties under operating and capital leases, and equipment leased to third
parties under finance leases.
Three Months Ended
March 31,
2000 1999
--------- ---------
XTRA Lease
- ----------
Utilization 83% 83%
Units 89,000 83,000
Net investment in equipment (in millions) $ 960 $ 824
XTRA Intermodal
- ---------------
Utilization 81% 78%
Units 51,000 54,000
Net investment in equipment (in millions) $ 230 $ 273
Total North America
- -------------------
Utilization 82% 81%
Units 140,000 137,000
Net investment in equipment (in millions) $ 1,190 $ 1,097
International
- -------------
Utilization 82% 69%
Units 142,000 163,000
Net investment in equipment (in millions) $ 290 $ 361
Consolidated
- ------------
Utilization 82% 78%
Units 282,000 300,000
Net investment in equipment (in millions) $ 1,480 $ 1,458
Consolidated revenues increased by 5% or $5 million for the three months
ended March 31, 2000 compared to the same period a year ago. The Company's
average equipment utilization increased from 78% in the second quarter of fiscal
year 1999 to 82% in the second quarter of fiscal 2000. Average net investment in
equipment was relatively unchanged from the same quarter of the prior year.
The Company's North American revenues increased $6 million from the same
quarter a year ago due primarily to an increase in working units, partially
offset by a slight decline in lease rates. The Company's North American
utilization averaged 82% in the second quarter of fiscal 2000, as compared to
81% in the comparable prior year period. XTRA Lease's revenues
13
<PAGE>
increased $7 million from the comparable prior year quarter due to strong levels
of domestic freight leading to more over-the-road trailer working units. XTRA
Lease's utilization averaged 83%, the same as the comparable prior quarter, on a
larger fleet than the year earlier quarter. XTRA Intermodal's revenues decreased
$1 million from the same quarter of fiscal 1999 due primarily to a decline in
intermodal trailer working units and a slight decline in lease rates. XTRA
Intermodal's utilization averaged 81% in the second quarter of fiscal 2000,
compared to 78% in the same period of fiscal 1999.
The Company's North American over-the-road trailer fleet averaged 87,000
units, or 64% of average net investment in equipment in the second quarter of
fiscal year 2000, compared to 81,000 units, or 56% of average net investment in
equipment, in the comparable prior year period. Most of XTRA's capital
expenditures were for over-the-road equipment during the fiscal 1999 and the
same investment focus is anticipated for fiscal year 2000.
The Company continues to downsize its North American intermodal trailer
fleet as the railroads shift toward more domestic container usage. XTRA's
intermodal trailer fleet averaged 19,000 units, or 8% of average net investment
in equipment in the second quarter of 2000, versus 22,000 units, or 10% of
average net investment in equipment, in the comparable prior year period.
International revenues decreased $1 million from the same quarter of the
prior year, due primarily to lower lease rates than the prior year quarter,
primarily offset by an increase in working units. The combination of increased
working units and a significant reduction in fleet size resulted in an
improvement in utilization to 82% from 69% in the comparable prior year period.
The Company's average international fleet size decreased to 142,000 units in the
second quarter of fiscal 2000 from 163,000 units in the comparable prior year
period. During the second quarter of fiscal 2000, the Company sold 3,000 marine
containers under its disposal program; bringing the total number of disposals to
21,000 marine containers since beginning the disposal program last year. XTRA
expects through the normal course of operations to dispose of an additional
5,000 containers during the second half of fiscal year 2000. XTRA does not
currently anticipate making any further investment in the marine container
business.
Operating Expenses
- ------------------
Total operating expenses increased by 1% or $1 million, excluding one-time
charges, for the three months ended March 31, 2000 from the same period of
fiscal 1999. Depreciation expense remained the same from the comparable prior
year period. Rental equipment lease financing expenses of $2 million were
incurred in the second quarter of fiscal 2000 versus no comparable expense in
the second quarter of fiscal 1999. Rental equipment operating expense remained
the same versus the comparable prior year period. Selling and administrative
expenses decreased by 8% or $1 million as a result of the efficiencies of
forming the Shared Service Center and the marine container management
outsourcing, partially offset by higher payroll and higher information
technology costs.
14
<PAGE>
Interest Expense
- ----------------
Interest expense increased by $1 million or 7% for the three months ended
March 31, 2000 from the same period of fiscal 1999, due to higher average
interest rates, partially offset by lower average debt.
Pretax Income
- -------------
Pretax income, excluding one-time charges, increased 16% or $3 million for
the three months ended March 31, 2000 over the same period a year ago primarily
due to an increase in utilization.
Provision for Income Taxes
- --------------------------
The effective income tax rates used in the interim financial statements are
estimates of the fiscal years' rates. The effective income tax rate for fiscal
1999 was 40%. For the three months ended March 31, 2000 the Company recorded a
provision for income taxes using an estimated effective income tax rate of
39.5%. The Company's effective income tax rate for fiscal 1999 and its estimated
effective income tax rate for fiscal 2000 are higher than the statutory U.S.
Federal income tax rate due primarily to state income taxes.
15
<PAGE>
The Six Months Ended March 31, 2000
Versus the Six Months Ended March 31, 1999:
- -------------------------------------------
The following table sets forth the Company's average equipment utilization
(dollar-weighted by net investment in equipment), average fleet size in units,
and average net investment in revenue equipment for the six months ended March
31, 2000 and 1999. The Company's average fleet size and average net investment
include equipment owned by the Company, equipment leased-in from third parties
under operating and capital leases, and equipment leased to third parties under
finance leases.
Six Months Ended
March 31,
2000 1999
--------- ---------
XTRA Lease
- ----------
Utilization 88% 87%
Units 89,000 82,000
Net investment in equipment (in millions) $ 952 $ 810
XTRA Intermodal
- ---------------
Utilization 84% 82%
Units 51,000 54,000
Net investment in equipment (in millions) $ 236 $ 275
Total North America
- -------------------
Utilization 87% 85%
Units 140,000 136,000
Net investment in equipment (in millions) $ 1,188 $ 1,085
International
- -------------
Utilization 80% 71%
Units 143,000 164,000
Net investment in equipment (in millions) $ 295 $ 370
Consolidated
- ------------
Utilization 85% 82%
Units 283,000 300,000
Net investment in equipment (in millions) $ 1,483 $ 1,455
Revenues increased by 4% or $10 million for the six months ended March 31,
2000 compared to the same period a year ago. The Company's average equipment
utilization increased from 82% in the first six months of fiscal year 1999 to
85% in the first six months of fiscal 2000. Average net investment in equipment
increased by $28 million from the same period of the prior year due primarily to
an increase in the net investment in over-the-road trailers, which was partially
offset by a decline in the net investment in the marine container and intermodal
trailer fleets.
The Company's North American revenues increased $14 million from the same
period a year ago due primarily to an increase in working units partially offset
by a slight decline in lease
16
<PAGE>
rates. The Company's North American utilization averaged 87% in the first six
months of fiscal 2000, as compared to 85% in the comparable prior year period.
XTRA Lease's revenues increased $16 million from the comparable prior year
period due to strong levels of domestic freight leading to more over-the-road
trailer working units and a modest increase in lease rates. XTRA Lease's
utilization averaged 88%, a 1% increase from the comparable prior period, on a
larger fleet than the year earlier period. XTRA Intermodal's revenues decreased
$2 million from the same period of fiscal 1999 due primarily to a decline in
intermodal trailer working units and lower lease rates. XTRA Intermodal's
utilization averaged 84% in the first six months of fiscal 2000, compared to 82%
in the same period of fiscal 1999.
The Company's North American over-the-road trailer fleet averaged 86,000
units, or 63% of average net investment in equipment in the first six months of
fiscal year 2000, compared to 80,000 units, or 55% of average net investment in
equipment, in the comparable prior year period. Most of XTRA's capital
expenditures were for over-the-road equipment during the fiscal 1999 and the
same investment focus is anticipated for fiscal year 2000.
The Company continues to downsize its North American intermodal trailer
fleet as the railroads shift toward more domestic container usage. XTRA's
intermodal trailer fleet averaged 19,000 units, or 8% of average net investment
in equipment in the first half of 2000, versus 22,000 units, or 10% of average
net investment in equipment, in the comparable prior year period.
International revenues decreased $4 million from the first half of the
prior year, due primarily to lower lease rates than the prior year period,
partially offset by an increase in working units. Equipment utilization improved
to 80% from 71% in the comparable prior year period. The Company's average
international fleet size decreased to 143,000 units in the second half of fiscal
2000 from 164,000 units in the comparable prior year period. During the first
half of fiscal 2000, the Company sold 8,000 marine containers under its disposal
program; bringing the total number of disposals to 21,000 marine containers
since beginning the disposal program last year. XTRA expects through the normal
course of operations to dispose of an additional 5,000 containers during the
second half of fiscal year 2000. XTRA does not currently anticipate making any
further investment in the marine container business.
Operating Expenses
- ------------------
Total operating expenses increased by 2% or $3 million, excluding one-time
charges, for the six months ended March 31, 2000 from the same period of fiscal
1999. Depreciation expense decreased by $1 million from the comparable prior
year period. Rental equipment lease financing expenses of $4 million were
incurred in the second half of fiscal 2000 versus no comparable expense in the
second half of fiscal 1999. Rental equipment operating expense increased by $2
million due primarily to higher maintenance, tire and storage costs. Selling and
administrative expenses decreased by 8% or $2 million as a result of the
efficiencies of forming the Shared Service Center and the marine container
management outsourcing partially offset by higher payroll, information
technology costs and bad debt expense.
17
<PAGE>
Interest Expense
- ----------------
Interest expense increased by $1 million or 4% for the six months ended
March 31, 2000 from the same period of fiscal 1999, due to higher average
interest rates and higher average debt.
Unusual Item: Costs Related to Terminated Merger
- ------------------------------------------------
During the first half of fiscal 1999, the Company terminated its proposed
merger with Wheels MergerCo. As a result, XTRA recorded $1 million in second
quarter of 1999 as an unusual item on the income statement.
Pretax Income
- -------------
Pretax income, excluding the impact of the unusual and one-time items noted
above, increased 12% or $6 million for the six months ended March 31, 2000 over
the same period a year ago primarily due to an increase in utilization.
Provision for Income Taxes
- --------------------------
The effective income tax rates used in the interim financial statements are
estimates of the fiscal years' rates. The effective income tax rate for fiscal
1999 was 40%. For the six months ended March 31, 2000 the Company recorded a
provision for income taxes using an estimated effective income tax rate of
39.5%. The Company's effective income tax rate for fiscal 1999 and its estimated
effective income tax rate for fiscal 2000 are higher than the statutory U.S.
Federal income tax rate due primarily to state income taxes.
Share Repurchases
- -----------------
On September 17, 1999, the Board of Directors approved a new $100 million
stock repurchase authorization, which became effective upon the completion of
the prior $200 million stock repurchase program. Combined repurchases for fiscal
1999 and the first six months of fiscal 2000 aggregated $141 million or 3.4
million shares, which represents 22% of the total shares outstanding at the
beginning of fiscal 1999. As of March 31, 2000, the Company had $81 million of
authorization remaining under its current $100 million stock repurchase
authorization.
Liquidity and Capital Resources
- -------------------------------
During the six months ended March 31, 2000, the Company generated cash
flows from operations of $159 million. During the same period, the Company
acquired $113 million of property and equipment, including $89 million purchased
and $24 million of equipment financed under an off balance sheet lease. Net debt
outstanding (debt less cash) decreased $41 million.
Cash flows from operations (recovery of property and equipment) includes
$10 million of sale proceeds from equipment purchased in the prior year fiscal
year and refinanced under an off balance sheet lease during the first quarter of
fiscal 2000.
18
<PAGE>
As of April 28, 2000, committed capital expenditures for revenue equipment
for fiscal 2000 amounted to approximately $198 million. This amount could
increase if business conditions warrant.
The Company entered into a $34 million, 10-year operating lease agreement
during the first quarter of fiscal year 2000.
During the first quarter of fiscal year 2000, the Company issued $45
million of Medium-Term Notes with a weighted average interest rate of 7.0% and a
weighted average life of 3 years.
As of April 28, 2000, XTRA Inc. had $412 million available for future
issuance under current shelf registration for future debt issuance.
During the first quarter of fiscal 2000, the Company increased its bank
commitments under the Revolving Credit Agreement to $250 million. The Company
had $127 million of unused credit available under its $250 million Revolving
Credit Agreement as of April 28, 2000.
Year 2000
- ---------
As of May 1, 2000, the Company has not encountered any significant business
disruptions as a result of internal or external Year 2000 issues. While no such
disruption has developed, Year 2000 issues may arise in the future. The Company
will continue to monitor and work to remediate any issues that may arise.
Although the Company does not currently expect a material disruption of its
business from a Year 2000 issue, such future events cannot be known with
certainty.
19
<PAGE>
ITEM 3 - QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
At March 31, 2000, there were no material changes in the market risks
reported in the Company's Form 10-K for the fiscal year ended September 30,
1999.
20
<PAGE>
Item 5 - Other Matters
- ----------------------
CAUTIONARY STATEMENTS FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE
- -------------------------------------------------------------------------
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
- ------------------------------------------------
The foregoing Management's Discussion and Analysis of Financial Condition
and Results of Operations contains certain forward-looking statements, including
estimates of economic and industry conditions, equipment utilization, and
capital expenditures. In addition, the Company may occasionally make forward-
looking statements and estimates such as forecasts and projections of the
Company's future performance or statements of management's plans and objectives.
These forward-looking statements may be contained in, among other things, SEC
filings and press releases made by the Company and in oral statements made by
the officers of the Company. Actual results could differ materially from those
contained in such forward-looking statements. Therefore, no assurances can be
given that the results in such forward-looking statements will be achieved.
Important factors that could cause the Company's actual results to differ from
those contained in such forward-looking statements include, among others, the
factors mentioned below.
VARIABLE REVENUES AND OPERATING RESULTS
- ---------------------------------------
The Company's revenues may vary significantly from period to period, whereas a
high percentage of its operating costs are fixed. As a result of the variability
of the Company's revenues and the Company's limited ability to reduce its fixed
operating costs, the Company's profitability may be cyclical and subject to
significant fluctuation from period to period. The Company's revenues are a
function of lease rates and working units; the latter depends on fleet size and
equipment utilization (the ratio of revenue earning equipment to the total
fleet). Some of the factors which affect lease rates and working units are
competition, economic conditions and world trade activity, the supply of and
demand for available equipment, aggressive purchasing of equipment by the
Company's customers and competitors leading to an excess supply of equipment and
reduced lease rates and utilization, shifting traffic trends in the industry,
severe adverse weather conditions, strikes by transportation unions and other
factors in the freight transportation industry. The Company's fixed costs
include depreciation, rental equipment lease financing, a portion of both rental
equipment operating expenses and selling and administrative expenses.
AVAILABILITY OF NEW EQUIPMENT
- -----------------------------
New equipment is built to the Company's specifications and reflects industry
standards and customer needs. The Company purchases new equipment from a number
of manufacturers. Certain of these manufacturers have consolidated and, in the
process, eliminated manufacturing facilities. These manufacturers are, in turn,
dependent on the prompt delivery and supply of the components required to
assemble trailers, chassis and containers. Historically, delivery times have
varied from three to fifteen months from when the Company places an order. There
can be no assurance that the appropriate equipment will be available when needed
by the Company. In
21
<PAGE>
addition, it is difficult to accurately predict demand for the Company's
equipment in future periods. As a result, the Company's performance in a given
period may be adversely affected by its inability to quickly increase fleet
size, due to extended back orders, in response to unexpectedly strong demand.
COMPETITION
- -----------
Leasing transportation equipment is a highly competitive business and is
affected by factors related to the transportation market. Lease terms and lease
rates, as well as availability, condition and size of equipment and customer
service are all important factors to the lessee. The Company has many
competitors, some of which have leasing fleets that are larger in size than the
Company's leasing fleet and some of which have greater resources. Various types
of transportation equipment compete for freight movement. Over-the-road
trailers, intermodal trailers, marine and domestic containers and railroad
rolling stock are all potential vehicles for the movement of freight.
CUSTOMER CONSOLIDATION
- ----------------------
Industries in which the Company competes, including trucking, railroads and
shipping, are in the process of consolidation. As a result of this
consolidation, the Company's customers may be better able to manage their
equipment requirements and may seek increased efficiencies through direct
ownership of equipment. In such event, the ratio of leased equipment to owned
equipment might decrease, which could reduce the overall market for the
Company's services.
AVAILABILITY OF CAPITAL
- -----------------------
The acquisition of new equipment, both for growth as well as replacement of
older equipment, requires significant capital. In addition, over the past
several years the Company has grown its fleet through acquisitions of other
companies, requiring additional capital. The Company plans to continue to pursue
acquisition opportunities. Historically, the Company generally has had available
a variety of sources to finance such expenditures and acquisitions at favorable
rates and terms. However, the availability of such capital depends heavily upon
prevailing market conditions, the Company's capital structure, and its credit
ratings. No assurances can be given that the Company will be able to obtain
sufficient financing on terms that are acceptable to it to fund its operations
and capital expenditures or to enable the Company to take advantage of favorable
acquisition opportunities.
22
<PAGE>
Item 6 - Exhibits and Reports on Form 8-K
- -----------------------------------------
(a) Exhibits
- ----- --------
Exhibit No. Description
----------- -----------
12.1 Statement of the calculation of earnings to fixed charges for the
six months ended March 31, 2000 and 1999 for XTRA Corporation
12.2 Statement of the calculation of earnings to fixed charges for
the six months ended March 31, 2000 and 1999 for XTRA, Inc.
10.1 Amended 1997 Stock Incentive Plan
27 Financial Data Schedule
(b) Reports on Form 8-K
--- -------------------
On May 1, 2000, a Current Report on Form 8-K was filed by the Company to
disclose certain financial information for the fiscal second quarter ended March
31, 2000.
23
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
XTRA CORPORATION
--------------------------------------
(Registrant)
Date: May 10, 2000 /s/ Lewis Rubin
---------------- --------------------------------------
Lewis Rubin
President and Chief Executive Officer
Date: May 10, 2000 /s/ Michael J. Soja
---------------- --------------------------------------
Michael J. Soja
Vice President and Chief Financial Officer
24
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
12.1 Statement of the calculation of earnings to fixed charges for the
six months ended March 31, 2000 and 1999 for XTRA Corporation
12.2 Statement of the calculation of earnings to fixed charges for the
six months ended March 31, 2000 and 1999 for XTRA, Inc.
10.1 Amended 1997 Stock Incentive Plan
27 Financial Data Schedule
25
<PAGE>
Exhibit 10.1
XTRA CORPORATION
1997 STOCK INCENTIVE PLAN
1. PURPOSE
-------
The purpose of this 1997 Stock Incentive Plan (the "Plan") is to advance
the interests of XTRA Corporation (the "Company") by enhancing the ability of
the Company (a) to attract and retain employees who are in a position to make
significant contributions to the success of the Company; (b) to reward employees
for such contributions; and (c) to encourage employees to take into account the
long-term interests of the Company through ownership of shares of, and other
interests in, the Company's common stock ("Common Stock").
The Plan is intended to accomplish these goals by enabling the Company to
grant awards ("Awards") to eligible employees. Awards may be in the form of
Stock Options (as described in Section 6), Stock Appreciation Rights (as
described in Section 7) and Restricted Stock Awards (as described in Section 8).
2. ADMINISTRATION
--------------
The Plan will be administered by the Compensation Committee of the Board of
Directors of the Company, excluding any member who would not be an "outside
director" for purposes of Section 162(m) of the Internal Revenue Code of 1986,
as amended, and the regulations, including proposed regulations, thereunder (the
"Committee"). The Committee will have authority, not inconsistent with the
express provisions of the Plan, (a) to grant Awards to such eligible employees
as the Committee may select ("Participants"); (b) to determine the type of
Awards to be granted and the times of grants; (c) to determine the number of
shares of Common Stock to be covered by any Award; (d) to determine the terms
and conditions of any Award, which terms and conditions may differ among
individual Awards and Participants; (e) to prescribe the form or forms of
instruments evidencing Awards and any other instruments required under the Plan
and to change such forms from time to time; (f) to adopt, amend and rescind
rules and regulations for the administration of the Plan; (g) to interpret the
Plan and to decide any questions and settle all controversies and disputes that
may arise in connection with the Plan; and (h) to waive compliance by a
Participant with any obligation to be performed by him under an Award, except
that the Committee may not, in the case of an incentive stock option (as
described in Section 6), take any action without consent of the Participant
which would cause such option to lose its status as an "incentive stock option"
("ISO") within the meaning of section 422 of the Internal Revenue Code of 1986
(the "Code"). Such determinations and actions of the Committee shall be
conclusive and shall bind all parties.
A majority of the members of the Committee will constitute a quorum, and
all determinations of the Committee shall be made by a majority of its members.
Any determination of the Committee under the Plan may be made without notice or
meeting of the Committee by a writing signed by a majority of the Committee
members. All members of the Committee shall
<PAGE>
be non-employee directors within the meaning of Rule 16b-3 under the Securities
Exchange Act of 1934.
3. EFFECTIVE DATE AND TERM OF PLAN
-------------------------------
The Plan will become effective on the date on which it is approved by the
stockholders of the Company. Grants of Awards under the Plan may be made prior
to that date (but after adoption of the Plan by the Board of Directors), subject
to approval of the Plan by stockholders.
No Award may be granted under the Plan after the completion of ten years
from the date on which the Plan was adopted by the Board of Directors, but
Awards previously granted may extend beyond that date.
4. SHARES SUBJECT TO THE PLAN
--------------------------
(a) Number of Shares. Subject to adjustment as provided in Section 10,
----------------
the aggregate number of shares of Common Stock that may be delivered under the
Plan is 1,150,000. Shares of Common Stock may be issued up to this maximum
pursuant to any type or types of Award, including ISOs. For purposes of this
limitation, Awards and shares of Common Stock which are forfeited or reacquired
by the Company, and Awards which are satisfied without the issuance of shares of
Common Stock, will not be counted. Such limitation will apply only to shares of
Common Stock which have become free of any restrictions under the Plan.
(b) Special Limitations Applicable to Certain Awards. The Committee shall
------------------------------------------------
have the discretion under the Plan to award Options and SARs that are intended
to satisfy certain performance-based compensation arrangements intended to be
exempt from the deduction limitations of Section 162(m) of the Code (the
"Section 162(m) requirements") ("exempt Options and SARs") as well as Options
and SARs that not intended to satisfy those requirements ("non-exempt Options
and SARs"). Subject to adjustment as provided in Section 10, to the extent such
adjustment is consistent with the continued satisfaction by exempt Options and
SARs of the requirements of Section 162(m)(4)(C) of the Code, the maximum number
of shares of Common Stock for which Options or SARs may be awarded under the
Plan to any Participant in any calendar year is in each case 200,000 shares.
For purposes of the preceding sentence, the regrant of a canceled Option or SAR,
or the repricing of an Option or SAR, shall be treated as a separate Award to
the extent required under Section 162(m)(4)(C) of the Code.
(c) Shares to be Delivered. Shares delivered under the Plan will be
----------------------
authorized but unissued shares of Common Stock or, if the Committee so decides
in its sole discretion, previously issued Common Stock acquired by the Company
and held in treasury. No fractional shares of Common Stock will be delivered
under the Plan.
5. ELIGIBILITY
-----------
Employees eligible to become Participants shall be those key employees of
the Company and its subsidiaries who, in the opinion of the Committee, are in a
position to make a significant contribution to the success of the Company or its
subsidiaries. A subsidiary for purposes of the
<PAGE>
Plan is a corporation in which the Company owns, directly or indirectly, stock
possessing 50% or more of the total combined voting power of all classes of
stock. Members of the Committee will not be eligible to become Participants.
6. STOCK OPTIONS
-------------
Stock Options granted under the Plan ("Options") may be either ISOs or non-
qualified stock options ("NSOs"). Except to the extent expressly designated as
an ISO, each Option will be an NSO.
No term of this Plan relating to ISOs will be interpreted, amended or
altered, nor will any discretion or authority granted to the Committee under the
Plan be exercised, so as to disqualify the Plan or, without the consent of the
optionee, any ISO, under section 422 of the Code. The documents evidencing ISOs
will contain such provisions as are required of ISOs under the applicable
provisions of the Code.
Options granted under the Plan will be subject to the following terms and
conditions and will contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee deems desirable:
(a) Exercise Price. The exercise price of each Option will be determined
--------------
by the Committee but may not be less than 100% (110%, in the case of an ISO
granted to a ten-percent stockholder) of the fair market value per share of
Common Stock at the time the Option is granted. For this purpose, "ten-percent
stockholder" means any employee who at the time of grant owns directly, or is
deemed to own by reason of the attribution rules in section 424(d) of the Code,
Common Stock possessing more than 10% of the total combined voting power of all
classes of stock of the Company or of any of its parent or subsidiary
corporations.
(b) Duration of Options. An Option will be exercisable during such period
-------------------
or periods as the Committee may specify. The latest date on which an Option may
be exercised will be the date which is ten years (five years, in the case of an
ISO granted to a ten-percent stockholder) from the date the Option was granted
or such earlier date as may be specified by the Committee at the time the Option
is granted.
(c) Exercise of Options.
--------------------
(1) Options will be exercisable at such future time or times, whether or
not in installments, as determined by the Committee at or after the
grant date. The Committee may at any time accelerate the
exercisability of all or any portion of any Option.
(2) Any exercise of an Option must be by written notice to the Company,
accompanied by (i) the document evidencing the Option (the "Option
Certificate") and any other documents required by the Committee and
(ii) payment in accordance with Section 6(d) below for the number of
shares of Common Stock for which the Option is exercised.
<PAGE>
(d) Payment for and Delivery of Common Stock. Common Stock purchased on
----------------------------------------
exercise of an Option shall be paid for as follows: (1) in cash or by certified
check, bank draft or money order payable to the order of the Company or (2) if
so permitted by the Option Certificate, (i) through the delivery of shares of
Common Stock (held for at least six months, or such other period as the
Committee may specify) having a fair market value on the last business day
preceding the date of exercise equal to the purchase price or (ii) by a
combination of cash and Common Stock as provided in clauses (1) and (2)(i) above
or (iii) by delivery of a promissory note of the Participant to the Company,
payable on such terms as are specified in the Option Certificate (except that
the Option Certificate may provide that the rate of interest on the note will be
the lowest rate which is sufficient, at the time the note is given, to avoid
imputation of interest under the applicable provisions of the Code), or by a
combination of cash (or cash and Common Stock) and the Participant's promissory
note; provided, that if the Common Stock delivered upon exercise of the Option
--------
is an original issue of authorized Common Stock, at least so much of the
exercise price as represents the par value of such Common Stock must be paid in
cash if the Committee determines that cash payment is required by law.
(e) Nontransferability of Options. Except as may otherwise be determined
-----------------------------
by the Committee, no Option may be transferred other than by will or by the laws
of descent and distribution, and during a Participant's lifetime an Option may
be exercised only by the Participant.
(f) Death or Disability. If a Participant's employment with the Company
-------------------
and its subsidiaries terminates by reason of death or total and permanent
disability, each Option held by the Participant will become fully exercisable
and will remain exercisable after the date of such termination for a period of
two years in the case of death and one year in the case of disability (but in no
event later than the date the option would have expired in all events under
Section 6(b)). In the case of a deceased Participant, such Option may be
exercised within such time limits by the executor or administrator of the
deceased Participant's estate, or by the person or persons to whom the Option is
transferred by will or the applicable laws of descent and distribution.
(g) Other Termination of Employment. If a Participant's employment with
-------------------------------
the Company and its subsidiaries terminates for any reason other than
death or total and permanent disability, all Options held by the
Participant that are not then exercisable shall terminate. Options
that are exercisable on the date of termination will continue to be
exercisable for a period of three months (but in no event later than
the date the option would have expired in all events under Section
6(b)) unless the employee has confessed to, or been convicted of, any
act of fraud, theft or dishonesty arising in the course of, or in
connection with, his employment with the Company, in which case the
Option will terminate immediately and in full. After completion of
that three-month (or shorter) period such Options shall terminate to
the extent not previously exercised, expired or terminated.
<PAGE>
7. STOCK APPRECIATION RIGHTS
-------------------------
(a) Nature of Stock Appreciation Right. A Stock Appreciation Right
----------------------------------
("SAR") is an Award entitling the recipient to receive an amount in cash or
shares of Common Stock or a combination thereof having a value equal to the
excess of the fair market value of a share of Common Stock on the date of
exercise over the fair market value of a share of Common Stock on the date of
grant (or over the Option exercise price, if the SAR was granted in tandem with
an Option) multiplied by the number of shares with respect to which the SAR has
been exercised, with the Committee having the right to determine the form of
payment.
(b) Grant of SARs. SARs may be granted in tandem with, or independently
-------------
of, Options granted under the Plan. In the case of an SAR granted in tandem
with an NSO, such SAR may be granted either at or after the time of the grant of
such Option. In the case of an SAR granted in tandem with an ISO, such SAR may
be granted only at the time of the grant of the Option. SARs will be evidenced
by such written agreement as is deemed appropriate by the Committee.
An SAR or applicable portion thereof granted in tandem with an Option will
terminate and no longer be exercisable upon the termination or exercise of such
Option, except that an SAR granted with respect to less than the full number of
shares covered by an Option will not be reduced until the exercise or
termination of the related Option exceeds the number of shares not covered by
the SAR.
(c) Terms and Conditions of SARS. SARs will be subject to such terms and
----------------------------
conditions as are determined from time to time by the Committee, subject, in the
case of SARs granted in tandem with Options, to the following:
(1) SARs will be exercisable only at such time or times and to the extent
that the related Option is exercisable.
(2) Upon the exercise of an SAR, the applicable portion of any related
Option must be surrendered.
(3) SARs will be transferable only with the related Option. All SARs will
be exercisable during the Participant's lifetime only by the
Participant or his legal representative.
(4) An SAR granted in tandem with an Option may be exercised only when the
market price of the Common Stock subject to the Option exceeds the
exercise price of such Option.
The provisions of Sections 6(f) and 6(g) relating to the exercisability and
termination of Options shall also apply to SARs, whether or not granted in
tandem with Options.
Any exercise of an SAR must be by written notice to the Company,
accompanied by the document evidencing the SAR and any other documents required
by the Committee.
<PAGE>
8. RESTRICTED STOCK
----------------
(a) Nature of Restricted Stock Award. A Restricted Stock Award is an
--------------------------------
Award entitling the recipient to acquire shares of Common Stock ("Restricted
Stock") for a purchase price (which may be zero) not to exceed par value,
subject to such conditions, including the restrictions specified in Section 8(d)
below, as the Committee may impose at the time of grant.
(b) Award Agreement. A Participant who is granted a Restricted Stock
---------------
Award will have no rights with respect to such Award unless the Participant
accepts the Award within 60 days (or such other period as the Committee may
specify) following the Award date by making payment to the Company by certified
or bank check or other instrument acceptable to the Committee in an amount equal
to the specified purchase price, if any, of the shares covered by the Award and
by executing and delivering to the Company an agreement (an "Award Agreement")
in such form as the Committee determines.
(c) Rights as a Stockholder. Upon complying with Section 8(b) above, a
-----------------------
Participant will have all the rights of a stockholder with respect to the
Restricted Stock awarded to him including voting and dividend rights, subject to
the restrictions described in this Section 8 and subject to any other conditions
contained in the Award Agreement. Unless the Committee otherwise determines,
certificates evidencing shares of Restricted Stock will remain in the possession
of the Company until such shares are free of any restrictions under the Plan.
(d) Restriction. Shares of Restricted Stock may not be sold, assigned,
-----------
transferred, pledged or otherwise encumbered or disposed of except as
specifically provided herein. If a Participant ceases for any reason to be
employed by the Company or its subsidiaries, shares of Restricted Stock held by
such Participant shall be resold to the Company at their purchase price, or
forfeited to the Company if the purchase price was zero, except as specifically
set forth herein. Shares of Restricted Stock resold to the Company shall have
the status of authorized but unissued shares of Common Stock.
(1) The Committee will specify in the Award Agreement the date or dates
(which may depend upon or be related to the attainment of performance
goals or other conditions) on which the nontransferability of the
Restricted Stock and the obligation of the Participant to resell such
Stock to the Company will lapse. The Committee may at any time
accelerate such date or dates.
(2) If the Participant's employment terminates because of death or total
and permanent disability, all restrictions on Restricted Stock held by
the Participant will lapse.
(e) Notice of Election. Any Participant making an election under section
------------------
83(b) of the Code with respect to a Restricted Stock Award must provide a copy
thereof to the Company within 30 days of the filing of such election with the
Internal Revenue Service.
<PAGE>
9. CASH AWARDS
-----------
In connection with any Award hereunder the Committee may, in its sole
discretion, at the time such Award is made or at a later date, provide for and
grant a cash award to the Participant not to exceed an amount equal to (a) the
amount of any federal, state and local income tax on ordinary income for which
the Participant will be liable with respect to the Award, plus (b) an additional
amount on a grossed-up basis necessary to make him whole after tax, discharging
all his income tax liabilities arising from all payments under this Section 9.
Any payments under this Section 9 will be made at the time the Participant
incurs federal income tax liability with respect to the Award.
10. CHANGES IN COMPANY; SUBSTITUTE AWARDS
-------------------------------------
(a) Changes in Stock. In the event of a stock dividend, stock split or
----------------
combination of shares, recapitalization or other change in the Company's capital
stock, the number and kind of shares of stock or securities of the Company
subject to Awards then outstanding or subsequently granted under the Plan, the
maximum number of shares of stock or securities that may be delivered under the
Plan, the purchase price, and other relevant provisions will be appropriately
adjusted by the Committee, whose determination shall be binding on all persons.
The Committee may also adjust the number of shares subject to outstanding
Awards, the exercise price of outstanding Options and the terms of outstanding
Awards, to take into consideration material changes in accounting practices or
principles, consolidations or mergers (except those described in Section 10(b)
below), acquisitions or dispositions of stock or property or any other event if
it is determined by the Committee that such adjustment is appropriate to avoid
distortion in the operation of the Plan.
(b) Merger, Etc. In the event of a dissolution or liquidation of the
-----------
Company or a merger or consolidation in which the Company is not the surviving
corporation or its outstanding shares are converted into securities of another
corporation or exchanged for other consideration, all Options and SARs granted
hereunder will terminate, but at least 20 days prior to the effective date of
any such dissolution or liquidation (or 20 days prior to any earlier related
sale of substantially all the assets of the Company) or of any such merger or
consolidation, the Committee may arrange that the successor or surviving
corporation, if any, grant replacement or substitute replacement Options and/or
SARs.
(c) Substitute Awards. The Company may grant Awards under the Plan in
-----------------
substitution for stock and stock based awards held by employees of another
corporation who concurrently become employees of the Company or a subsidiary as
the result of a merger or consolidation of the employing corporation with the
Company or a subsidiary or the acquisition by the Company or a subsidiary of
property or stock of the employing corporation. The Committee may direct that
the substitute Awards be granted on such terms and conditions as the Committee
considers appropriate.
<PAGE>
11. GENERAL PROVISIONS
------------------
(a) No Distribution; Compliance with Legal Requirements, Etc. The
--------------------------------------------------------
Committee may require each person acquiring Common Stock pursuant to an Award to
represent to and agree with the Company in writing that such person is acquiring
the Common Stock without a view to distribution thereof.
The Company will not be obligated to deliver any shares of Common Stock
pursuant to an Award (1) until, in the opinion of the Company's counsel, all
applicable federal and state laws and regulations have been complied with, and
(2) if the outstanding Common Stock is at the time listed on any stock exchange,
until the shares to be delivered have been listed or authorized to be listed on
such exchange upon official notice of issuance, and (3) until all other legal
matters in connection with the issuance and delivery of such shares have been
approved by the Company's counsel. If the sale of Common Stock has not been
registered under the Securities Act of 1933, as amended, the Company may require
such representations or agreements as counsel for the Company may consider
appropriate to avoid violation of such Act and may require that the certificates
evidencing such Common Stock bear an appropriate legend restricting transfer.
Notwithstanding any provision of the Plan, the Company will be under no
obligation to deliver shares of Common Stock to an estate of a deceased
Participant, or to the person or persons to whom the Award has been transferred
by the Participant's will or the applicable laws of descent and distribution,
until the Company is satisfied as to the authority of such person or persons.
(b) Tax Withholding, Etc. Each Participant will, no later than the date
--------------------
as of which the value of an Award or of any Common Stock or other amounts
received hereunder first becomes includable in gross income for federal income
tax purposes, pay to the Company, or make arrangements satisfactory to the
Committee regarding payment of, all federal, state and local taxes required by
law to be withheld with respect to such income. The Company and its
subsidiaries will, to the extent permitted by law, have the right to deduct any
such taxes from any payment of any kind otherwise due to the Participant.
The Committee may provide, in respect of any transfer of Common Stock under
an Award, that if and to the extent withholding of any federal, state or local
tax is required, the Participant may elect in such manner as the Committee
prescribes, to have the Company hold back from the transfer Common Stock having
a value calculated to satisfy such withholding obligation, or to deliver to the
Company previously owned shares of equal value. Notwithstanding the foregoing,
in the case of a Participant subject to the restrictions of Section 16(b) of the
Securities Exchange Act of 1934 no such election shall be effective unless made
in compliance with any applicable requirements of Rule 16b-3(e) or any successor
rule under such Act.
(c) Continuance of Employment. For purposes of the Plan, employment of a
-------------------------
Participant will not be considered terminated (1) in the case of sick leave or
other bona fide leave of absence approved for purposes of the Plan by the
Committee, so long as the Participant's right to reemployment is guaranteed
either by statute or by contract, or (2) in the case of a transfer to the
employment of a corporation (or a parent or subsidiary corporation of such
corporation) issuing or assuming an option in a transaction to which section
424(a) of the Code would apply.
<PAGE>
(d) Fair Market Value. For purposes of the Plan, in general, "fair market
-----------------
value" of a share of Common Stock on any date means the closing price on such
date as reflected in the New York Stock Exchange Composite Index. If, however,
the Committee determines that a different meaning is in any circumstance
necessary in order to comply with applicable law, such different meaning will
apply in that circumstance.
(e) Employment Rights. Neither the adoption of the Plan nor the grant of
-----------------
Awards will confer upon any employee any right to continued employment with the
Company or any subsidiary or affect in any way the right of the Company or
subsidiary to terminate the employment of an employee at any time. Except as
specifically provided by the Committee in any particular case, the loss of
existing or potential profit in Awards granted under this Plan shall not
constitute an element of damages in the event of termination of the employment
of an employee even if the termination is in violation of an obligation of the
Company to the employee by contract or otherwise.
12. EFFECT, DISCONTINUANCE, CANCELLATION, AMENDMENT AND TERMINATION.
--------------------------------------------------- -----------
Neither adoption of the Plan nor the grant of Awards to a Participant shall
affect the Company's right to grant to such Participant awards that are not
subject to the Plan, to issue to such Participant Common Stock as a bonus or
otherwise, or to adopt other plans or arrangements under which Common Stock may
be issued to employees.
The Committee may at any time discontinue granting Awards under the Plan.
With the consent of the Participant, the Committee may at any time cancel an
existing Award in whole or in part and grant the Participant another Award for
such number of shares of Common Stock as the Committee specifies, subject to
Section 4(b). The Committee may at any time or times amend the Plan or any
outstanding Award for the purpose of satisfying the requirements of any changes
in applicable laws or regulations or for any other purpose which may at the time
be permitted by law; or may at any time terminate the Plan as to any further
grants of Awards, provided that no such amendment shall, without the approval of
the stockholders of the Company effect a change to the Plan for which
stockholder approval would at the time be required to maintain qualification or
exemption of the Plan under Section 422 or Section 162(m)(4) of the Code.
As adopted by the Board of Directors: November 1997
As approved by the Stockholders: January 1998
<PAGE>
Exhibit 12.1
XTRA CORPORATION
STATEMENT OF THE CALCULATION OF EARNINGS TO FIXED CHARGES
For the six months ended March 31, 2000 and 1999
(Millions of dollars)
(Unaudited)
2000 1999
-------- --------
EARNINGS
Pretax income (loss) $ 56 $ 11
Add: Fixed charges (Note 1) 33 28
-------- --------
$ 89 $ 39
======== ========
FIXED CHARGES $ 33 $ 28
======== ========
Ratio of Earnings to Fixed Charges 2.7 1.4
======== ========
Note 1: For purposes of computing the ratio of earnings to fixed charges,
earnings represent income from operations before taxes plus fixed
charges. Fixed charges for operations consist of interest on
indebtdness, the portion of rental equipment lease financing which
represents interest and the portion of rental expense which represents
interest.
Note 2: Excluding one-time charges, the ratio of earnings to fixed charges for
the six months ended March 31, 1999, would have been 2.8.
<PAGE>
Exhibit 12.2
XTRA, INC.
STATEMENT OF THE CALCULATION OF EARNINGS TO FIXED CHARGES
For the six months ended March 31, 2000 and 1999
(Millions of dollars)
(Unaudited)
2000 1999
-------- --------
EARNINGS
Pretax income $ 55 $ 15
Add: Fixed charges (Note 1) 33 28
-------- --------
$ 88 $ 43
======== ========
FIXED CHARGES $ 33 $ 28
======== ========
Ratio of Earnings to Fixed Charges 2.7 1.5
======== ========
Note 1: For purposes of computing the ratio of earnings to fixed charges,
earnings represent income from operations before taxes plus fixed
charges. Fixed charges for operations consist of interest on
indebtedness and the portion of rental expense which represents
interest.
Note 2: Excluding one-time charges, the ratio of earnings to fixed charges for
the six months ended March 31, 1999, would have been 2.8.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS OF XTRA CORPORATION FOR THE PERIOD
ENDED MARCH 31, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-2000
<PERIOD-START> OCT-01-1999
<PERIOD-END> MAR-31-2000
<CASH> 1,000,000
<SECURITIES> 0
<RECEIVABLES> 94,000,000
<ALLOWANCES> 16,000,000
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 2,261,000,000
<DEPRECIATION> 846,000,000
<TOTAL-ASSETS> 1,551,000,000
<CURRENT-LIABILITIES> 0
<BONDS> 808,000,000
0
0
<COMMON> 6,000,000
<OTHER-SE> 336,000,000
<TOTAL-LIABILITY-AND-EQUITY> 1,551,000,000
<SALES> 0
<TOTAL-REVENUES> 115,000,000
<CGS> 0
<TOTAL-COSTS> 78,000,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 15,000,000
<INCOME-PRETAX> 22,000,000
<INCOME-TAX> 9,000,000
<INCOME-CONTINUING> 13,000,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 13,000,000
<EPS-BASIC> 1.12
<EPS-DILUTED> 1.12
</TABLE>
