RYDER SYSTEM INC
10-Q, 1995-05-12
AUTO RENTAL & LEASING (NO DRIVERS)
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<PAGE>   1
- --------------------------------------------------------------------------------
                                   FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
         OF THE SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended March 31, 1995

                                       OR

[  ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
         OF THE SECURITIES EXCHANGE ACT OF 1934

              For the transition period from          to 
                                             --------    --------


                           Commission File No. 1-4364

                     -------------------------------------


                               RYDER SYSTEM, INC.
                            (a Florida corporation)

                             3600 N. W. 82nd Avenue
                             Miami, Florida  33166

                            Telephone (305) 593-3726

                 I.R.S. Employer Identification No. 59-0739250

                     -------------------------------------

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days:       YES  X        NO 
                                                    ---          ---

Ryder System, Inc. (the "Registrant" or the "Company") had 78,806,453 shares of
common stock  ($0.50 par value per share) outstanding as of April 30, 1995.

- --------------------------------------------------------------------------------
<PAGE>   2
                         PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements



CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
Ryder System, Inc. and Consolidated Subsidiaries

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
Three months ended March 31, 1995 and 1994
(In thousands, except per share amounts)                                             1995        1994
- -----------------------------------------------------------------------------------------------------
<S>                                                                            <C>          <C>
REVENUE                                                                        $1,233,481   1,071,837
- -----------------------------------------------------------------------------------------------------
Operating expense                                                                 994,763     860,281
Depreciation expense, net of gains (1995 - $28,698; 1994 - $17,773)               148,494     139,547
Interest expense                                                                   45,109      31,916
Miscellaneous income                                                                  (10)       (237)
- ----------------------------------------------------------------------------------------------------- 
                                                                                1,188,356   1,031,507
- -----------------------------------------------------------------------------------------------------
  Earnings before income taxes and cumulative effect of change in accounting       45,125      40,330
Provision for income taxes                                                         18,546      16,592
- -----------------------------------------------------------------------------------------------------
  Earnings before cumulative effect of change in accounting                        26,579      23,738
Cumulative effect of change in accounting                                          (7,759)         - 
- -----------------------------------------------------------------------------------------------------
NET EARNINGS                                                                   $   18,820      23,738
=====================================================================================================
Earnings per common share:
  Earnings before cumulative effect of change in accounting                    $     0.34        0.30
  Cumulative effect of change in accounting                                         (0.10)         - 
- -----------------------------------------------------------------------------------------------------
EARNINGS PER COMMON SHARE                                                      $     0.24        0.30
- -----------------------------------------------------------------------------------------------------
Cash dividends per common share                                                $     0.15        0.15
- -----------------------------------------------------------------------------------------------------
Average common and common equivalent shares                                        78,992      78,444
=====================================================================================================
</TABLE>

See accompanying notes to consolidated condensed financial statements.
<PAGE>   3
Item 1.  Financial Statements (continued)


CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
Ryder System, Inc. and Consolidated Subsidiaries

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
Three months ended March 31, 1995 and 1994
(In thousands)                                                                     1995        1994
- ---------------------------------------------------------------------------------------------------
<S>                                                                           <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net earnings                                                                $  18,820      23,738
  Cumulative effect of change in accounting                                       7,759          -
  Depreciation expense, net of gains                                            148,494     139,547
  Deferred income taxes                                                          10,788       6,892
  Increase in working capital items and other, net                              (24,889)    (76,379)
- --------------------------------------------------------------------------------------------------- 
                                                                                160,972      93,798
- ---------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Debt proceeds                                                                 787,828     354,705
  Debt repaid, including capital lease obligations                             (367,001)    (80,032)
  Common stock issued                                                               227       6,582
  Dividends on common stock                                                     (11,816)    (11,634)
- --------------------------------------------------------------------------------------------------- 
                                                                                409,238     269,621
- ---------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and revenue earning equipment                          (706,270)   (447,157)
  Sales of property and revenue earning equipment                               110,553      77,902
  Other, net                                                                      6,878      11,717
- ---------------------------------------------------------------------------------------------------
                                                                               (588,839)   (357,538)
- --------------------------------------------------------------------------------------------------- 
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                (18,629)      5,881
Cash and cash equivalents at January 1                                           75,878      56,691
- ---------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT MARCH 31                                         $  57,249      62,572
===================================================================================================
</TABLE>

See accompanying notes to consolidated condensed financial statements.
<PAGE>   4
Item 1.  Financial Statements (continued)


CONSOLIDATED CONDENSED BALANCE SHEETS
Ryder System, Inc. and Consolidated Subsidiaries

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
                                                                           March 31, December 31,
(Dollars in thousands, except per share amounts)                                1995         1994
- -------------------------------------------------------------------------------------------------
<S>                                                                      <C>           <C>
ASSETS
Current assets:
  Cash and cash equivalents                                              $    57,249       75,878
  Receivables                                                                382,949      316,855
  Inventories                                                                 60,790       57,124
  Tires in service                                                           185,110      164,347
  Deferred income taxes                                                       56,067       51,619
  Prepaid expenses and other current assets                                  146,074       92,999
- -------------------------------------------------------------------------------------------------
       Total current assets                                                  888,239      758,822
- -------------------------------------------------------------------------------------------------
Revenue earning equipment                                                  5,674,611    5,330,586
  Less accumulated depreciation                                           (2,146,215)  (2,195,522)
- ------------------------------------------------------------------------------------------------- 
       Net revenue earning equipment                                       3,528,396    3,135,064
- -------------------------------------------------------------------------------------------------
Operating property and equipment                                           1,082,655    1,044,808
  Less accumulated depreciation                                             (466,265)    (450,480)
- ------------------------------------------------------------------------------------------------- 
       Net operating property and equipment                                  616,390      594,328
- -------------------------------------------------------------------------------------------------
Direct financing leases and other assets                                     236,232      223,680
Intangible assets and deferred charges                                       305,319      302,579
- -------------------------------------------------------------------------------------------------
                                                                         $ 5,574,576    5,014,473
=================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Current portion of long-term debt                                      $   148,943      118,103
  Accounts payable                                                           528,735      422,532
  Accrued expenses                                                           558,408      552,518
- -------------------------------------------------------------------------------------------------
       Total current liabilities                                           1,236,086    1,093,153
- -------------------------------------------------------------------------------------------------
Long-term debt                                                             2,189,418    1,794,795
Other non-current liabilities                                                425,707      426,848
Deferred income taxes                                                        582,260      570,653
Shareholders' equity:
  Common stock of $0.50 par value per share (shares outstanding at
       March 31, 1995 -78,772,397; December 31, 1994 - 78,760,742)           539,328      539,101
  Retained earnings                                                          610,230      603,226
  Translation adjustment                                                      (8,453)     (13,303)
- ------------------------------------------------------------------------------------------------- 
       Total shareholders' equity                                          1,141,105    1,129,024
- -------------------------------------------------------------------------------------------------
                                                                         $ 5,574,576    5,014,473
=================================================================================================
</TABLE>

See accompanying notes to consolidated condensed financial statements.
<PAGE>   5
Item 1.  Financial Statements (continued)

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(A)      INTERIM FINANCIAL STATEMENTS
         The accompanying unaudited consolidated condensed financial statements
         have been prepared by the Company in accordance with the accounting
         policies described in the 1994 Annual Report and should be read in
         conjunction with the consolidated financial statements and notes which
         appear in that report.  These statements do not include all of the
         information and footnotes required by generally accepted accounting
         principles for complete financial statements.  In the opinion of
         management, all adjustments (consisting of normal recurring accruals)
         considered necessary for a fair presentation have been included.


(B)      ACCOUNTING CHANGES
         Effective January 1,1995, the Company adopted Statement of
         Financial Accounting Standards No. 116, "Accounting for Contributions
         Received and Contributions Made," which requires that promises to make
         contributions be recognized in the financial statements as an expense
         and a liability when a promise is made.  As a result, a pretax charge
         of $12.2 million ($7.8 million after tax, or $0.10 per common share)
         was recorded as the cumulative effect of a change in accounting
         principle to establish a liability for the present value of the 
         Company's total outstanding charitable commitments as of January 1, 
         1995.  Prior to the adoption of the new statement, charitable 
         contributions were recorded in the financial statements in the period 
         in which they were paid.  Approximately one-half of the charitable 
         commitments recognized as a result of adopting the new statement will 
         be paid in 1995 with the remainder payable from 1996 through 1999.
<PAGE>   6

KPMG PEAT MARWICK LLP
CERTIFIED PUBLIC ACCOUNTANTS
One Biscayne Tower           Telephone     305-358-2300
Suite 2900                   Telecopier    305-577-0544
2 South Biscayne Boulevard
Miami, FL 33131


                      Independent Auditors' Review Report


The Board of Directors and Shareholders
Ryder System, Inc.:

We have reviewed the consolidated condensed balance sheet of Ryder System, Inc.
and subsidiaries as of March 31, 1995, and the consolidated condensed
statements of earnings and cash flows for the three-month periods ended March
31, 1995 and 1994.  These financial statements are the responsibility of the
Company's management.

We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants.  A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters.  It is substantially less in scope than an audit conducted
in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole.  Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the consolidated condensed financial statements referred to above
for them to be in conformity with generally accepted accounting principles.

We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Ryder System, Inc. and
subsidiaries as of December 31, 1994, and the related consolidated statements
of earnings and cash flows for the year then ended (not presented herein); and
in our report dated February 7, 1995, we expressed an unqualified opinion on
those consolidated financial statements.  In our opinion, the information set
forth in the accompanying consolidated condensed balance sheet as of December
31, 1994, is fairly presented, in all material respects, in relation to the
consolidated balance sheet from which it has been derived.

As discussed in the notes to the consolidated condensed financial statements,
in 1995 Ryder System, Inc. and subsidiaries changed its method of accounting
for contributions received and contributions made.


                                        KPMG PEAT MARWICK LLP


Miami, Florida
April 20, 1995
<PAGE>   7
Item 2.  Management's Discussion and Analysis of Results of Operations
         and Financial Condition --
         Three months ended March 31, 1995 and 1994

RESULTS OF OPERATIONS

Earnings before income taxes and the cumulative effect of a change in
accounting (see "Accounting Changes" below) were $45 million in the first
quarter of 1995, compared with $40 million in last year's first quarter.  First
quarter earnings in 1995 reflected higher earnings for both Vehicle Leasing &
Services and Automotive Carriers.  Earnings before the accounting change were 
$27 million, or $0.34 per common share, compared with $24 million, or $0.30 
per common share in the first quarter of 1994.  The Company's first quarter 
effective income tax rate was relatively unchanged compared with last year's 
first quarter.  Including an $8 million after tax charge for the cumulative 
effect of a change in accounting for charitable contributions, the Company 
reported net earnings of $19 million, or $0.24 per common share, in the first 
quarter of 1995.

Revenue in the first quarter of 1995 was 15% higher than revenue in the first
quarter of 1994.  Vehicle Leasing & Services revenue increased 17% compared
with last year primarily as a result of continued revenue growth within all of
the division's contractual product lines, particularly dedicated logistics and
full service truck leasing, combined with the impact of acquisitions made in
the United Kingdom in 1994.  Automotive Carriers first quarter revenue was 4%
higher than last year's first quarter as a result of higher vehicle shipments.
Operating expense in the first quarter of 1995 increased 16% compared with the
same period in 1994 due primarily to costs associated with higher business
volumes.

Depreciation expense (net of gains) in the first quarter of 1995 increased 6%
compared with the first quarter of 1994.  Depreciation before gains on vehicle
sales increased 13%.  Higher depreciation resulted from a 13% increase in the
average size of the vehicle fleet, primarily as a result of strong sales of new
logistics and full service truck lease contracts in 1994.  Gains on vehicle
sales were $29 million in the first quarter of 1995 compared with $18 million
in last year's first quarter.  Higher gains reflected an increase in both the
number of vehicles sold and average gain per vehicle.

Interest expense increased $13 million, or 41%, in the first quarter of 1995
compared with the same period in 1994.  The increase was due to higher
outstanding debt levels, as a result of expanded investment in the vehicle
fleet, combined with higher average rates on the company's variable rate debt.
Approximately one-third of the Company's financing obligations have variable
interest rates.

VEHICLE LEASING & SERVICES

First quarter 1995 Vehicle Leasing & Services revenue was 17% higher than last
year's first quarter.  Revenue from full service truck leasing increased 13%
compared with last year's first quarter, while dedicated logistics revenue
increased 49%.  The revenue growth in both of these contractual product lines
reflected strong new business sales in recent quarters and acquisitions made in
the United Kingdom.  Sales of new logistics and full service truck lease
contracts continued to be strong in the first quarter of 1995.  Revenue from
the division's public transportation services businesses in the first quarter
of 1995 increased 13% compared with last year's first quarter due to the
addition of several new contracts.  First quarter revenue from commercial truck
rental increased 17% compared with the same period in 1994, reflecting higher
demand, including demand created by new full service truck lease customers
using rental vehicles while awaiting delivery of new lease vehicles.  Revenue
from consumer truck rental in the first quarter of 1995 was relatively
unchanged from last year's first quarter reflecting higher demand for
long-distance rentals offset by lower demand for local rentals.  The average
fleet size for both rental product lines was 14% higher in the first quarter of
1995 compared with last year's first quarter.
<PAGE>   8
Item 2.  Management's Discussion and Analysis of Results of Operations
         and Financial Condition (continued) --
         Three months ended March 31, 1995 and 1994

Pretax profits for Vehicle Leasing & Services were $40 million in the first
quarter of 1995 compared with $37 million in the first quarter of 1994.  Margin
(revenue less direct operating expenses, depreciation and interest expense)
from full service truck leasing was higher in the first quarter of 1995
compared with last year's first quarter due to increased revenue.  Margin as a
percentage of revenue was lower, however, as a result of lower prices on new
leases compared with prices on those expiring and higher interest expense.
Lower maintenance expense as a percentage of revenue, due in part to a
reduction in the overall age of the lease fleet, partially offset these
reductions in full service truck leasing margin percentage.  Dedicated
logistics margin was higher in the first quarter of 1995 as a result of
increased revenue, while margin as a percentage of revenue was about the same.
Margin from the division's public transportation services businesses was
higher and margin as a percentage of revenue was about the same in the first 
quarter of 1995 compared with the 1994 quarter.

Commercial truck rental margin was slightly higher in the first quarter of
1995, however, margin as a percentage of revenue was lower.  This reduction in
margin percentage was due primarily to higher interest expense, a slight
decline in asset utilization on a larger fleet, and lower pricing due primarily
to a higher percentage of revenue coming from new lease customers awaiting 
delivery of lease vehicles.  Consumer truck rental margin and margin as a 
percentage of revenue were both lower in the first quarter of 1995 due to 
higher interest expense, slightly lower asset utilization as a result of lower 
demand for local truck rentals, and lower revenue per transaction on long-
distance rentals.  Lower vehicle liability expense partially offset these 
consumer truck rental margin reductions.  Operating results for consumer truck 
rental and, to a lesser extent, commercial truck rental could be impacted over
the remainder of 1995 by any weakening in economic conditions within the U.S.

For the division as a whole, higher overall margin and a significant increase
in gains on vehicle sales in the first quarter of 1995, were largely offset by
higher indirect operating expenses resulting from general increases in business
activity, as well as continued investment related to reengineering initiatives
and the development of greater logistics and systems capabilities.

AUTOMOTIVE CARRIERS

First quarter 1995 revenue for Automotive Carriers was 4% higher than last
year's first quarter.  Higher revenue in 1995 reflected an increase in the
number of units shipped, somewhat offset by a decline in average revenue per
unit shipped.  Shipments of General Motors vehicles and vehicles from other
domestic manufacturers were higher in the first quarter of 1995 compared with
last year's first quarter, as a result of higher vehicle production in North
America.

Automotive Carriers pretax earnings were $10 million in the first quarter of
1995, compared with $8 million in last year's first quarter.  First quarter
pretax earnings benefited primarily from higher revenue, improved maintenance
costs on a newer fleet and lower workers' compensation expense due primarily to
favorable developments on prior year claims.  The earnings trend for Automotive
Carriers during the remainder of 1995 could be impacted by any slowdown in
vehicle production in North America.

OTHER

Other, which is comprised primarily of corporate administrative costs, reported
net expenses of $4 million in the first quarter of 1995 compared with net
expenses of $5 million in the same period last year.  Lower 1995 expenses were
primarily due to higher reimbursement from the Company's operating segments.

ACCOUNTING CHANGES

The Company adopted Statement of Financial Accounting Standards No. 116,
"Accounting for Contributions Received and Contributions Made," effective
January 1, 1995.  The Statement requires that promises to make contributions be
recognized in the financial statements as an expense and a liability when a
promise is made.  As a result, the Company recorded a pretax charge of $12
million ($8 million after tax, or $0.10 per common share), to record the
cumulative effect of the change in accounting principle and establish a
liability for the present value of the Company's total outstanding charitable
commitments as of January 1, 1995.
<PAGE>   9
Item 2.  Management's Discussion and Analysis of Results of Operations
         and Financial Condition (continued) --
         Three months ended March 31, 1995 and 1994

LIQUIDITY AND CAPITAL RESOURCES

Capital expenditures and related debt increased substantially in the first      
quarter of 1995, primarily in response to fleet growth due to new lease and 
logistics sales.  Total capital expenditures in the first quarter of 1995 were  
$706 million, compared with $447 million in the first quarter of the prior 
year.  In the full service truck leasing business, capital expenditures were 
$381 million, an increase of $140 million compared with last year's first 
quarter, due to the recent higher levels of new business sales.  Capital
expenditures in commercial and consumer truck rental in the first quarter of
1995 increased $57 million and $12 million, respectively, due primarily to the
timing of expenditures, and a plan to replace older units and expand the fleet
slightly.  Capital expenditures in Automotive Carriers increased $25 million in
the first quarter of 1995 as a result of a program to replace older equipment
with newer, more efficient automobile hauling equipment.  The remaining
increase in capital expenditures was primarily for operating property and
equipment and included expenditures for systems technology and development.

Debt increased from $1.9 billion at the end of 1994 to $2.3 billion at March
31, 1995.  This increase was due to financing requirements associated with 1995 
capital expenditures, driven primarily by record sales of new logistics and  
full service truck lease contracts in 1994.  During the first quarter of 1995, 
the Company issued $434 million of fixed-rate unsecured medium-term notes.  
U.S. commercial paper outstanding at the end of the first quarter of 1995 was 
$351 million, compared with $44 million at December 31, 1994.  The Company 
redeemed $300 million of unsecured notes at par and made $43 million of 
scheduled unsecured note payments during the first quarter of 1995.  The 
Company's debt to equity ratio at March 31, 1995 was 205%, compared with 169% 
at December 31, 1994.

Cash flow from operating activities in the first quarter of 1995 was $161
million, compared with $94 million in the first quarter of 1994.  The increase
resulted primarily from several changes in working capital items and an
increase in depreciation expense.  The most significant working capital change
impacting cash flow comparisons was an increase in payables resulting from
higher recent capital expenditures.  Cash flow from operating activities plus
asset sales as a percentage of capital expenditures was 38% in both the first
quarter of 1995 and the first quarter of 1994.

At both March 31, 1995 and December 31, 1994, the Company had interest rate
swap agreements with aggregate notional amounts outstanding of $673 million and
interest rate cap agreements with aggregate notional amounts totaling $350
million outstanding.  These instruments have been assigned to specific
financial obligations, and amounts to be paid or received under the agreements
are recognized over the terms of the agreements as adjustments to earnings.
The Company has no derivative instruments held for trading purposes or that are
leveraged.

The Company had contractual lines of credit totaling $694 million at March 31,
1995, of which $331 million was available.  In April 1995, the Company filed an
$800 million shelf registration statement with the Securities and Exchange
Commission.  Proceeds from debt issues under the shelf registration are
expected to be used for capital expenditures, debt refinancing and general
corporate purposes.
<PAGE>   10
Item 2.  Management's Discussion and Analysis of Results of Operations
         and Financial Condition (continued) - -
         Three months ended March 31, 1995 and 1994

SELECTED FINANCIAL AND OPERATIONAL DATA
(Dollars in thousands)

<TABLE>
<CAPTION>
                                                              1995       1994
- -----------------------------------------------------------------------------
<S>                                                     <C>           <C>
VEHICLE LEASING & SERVICES
Revenue:
  Full service lease and programmed maintenance         $  503,750    444,840
  Commercial and consumer rental                           247,324    227,087
  Dedicated logistics                                      220,973    148,517
  Other                                                    175,019    153,355
  Eliminations                                             (72,130)   (56,550)
                                                        ----------    ------- 
     Total                                               1,074,936    917,249
        
Operating expense                                          849,702    716,338
Depreciation expense                                       166,905    148,140
Gains on sale of revenue earning equipment                 (28,128)   (17,671)
Interest expense                                            46,641     33,182
Miscellaneous expense, net                                     123          1
                                                        ----------    -------
Earnings before income taxes                            $   39,693     37,259
                                                        ==========    =======

Fleet size (owned and leased):
  Full service lease                                        92,202     80,282
  Commercial and consumer rental                            82,072     71,239
Buses operated or managed                                   12,455     11,919
Ryder Truck Rental service locations                         1,116        993
- -----------------------------------------------------------------------------

AUTOMOTIVE CARRIERS
Revenue                                                 $  164,997    158,506
                                                        ==========    =======

Earnings before income taxes                            $    9,525      8,180
                                                        ==========    =======

Total units transported (000)                                1,614      1,504
Total miles traveled (000)                                  62,901     57,484
Auto transports:
  Owned and leased                                           3,542      4,061
  Owner-operators                                              495        514
Locations                                                       83         89
- -----------------------------------------------------------------------------
</TABLE>
<PAGE>   11
                          PART II.  OTHER INFORMATION


Item 6.          Exhibits and Reports on Form 8-K:


   (a)   Exhibits

         (3.1)   The Ryder System, Inc. Restated Articles of Incorporation,
                 dated November 8, 1985, as amended through May 18, 1990,
                 previously filed with the Commission as an exhibit to the
                 Company's Annual Report on Form 10-K for the year ended
                 December 31, 1990, are incorporated by reference into this
                 report.

         (3.2)   The Ryder System, Inc. By-Laws, as amended through November
                 23, 1993,  previously filed with the Commission as an exhibit
                 to the Company's Annual Report on Form 10-K for the year ended
                 December 31, 1993, are incorporated by reference into this
                 report.

         (11)    Statement regarding computation of per share earnings.

         (15)    Letter regarding unaudited interim financial statements.

         (27)    Financial data schedule (for SEC use only).


   (b)   Reports on Form 8-K

         No Reports on Form 8-K were filed by the Registrant during the quarter
         ended March 31, 1995.
<PAGE>   12
                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                   RYDER SYSTEM, INC.
                                   (Registrant)
                                   
                                   
Date:  May 12, 1995                /s/ Edwin A. Huston                   
                                   --------------------------------------
                                   Edwin A. Huston
                                   Senior Executive Vice President-Finance
                                   and Chief Financial Officer
                                   (Principal Financial Officer)
                                   
                                   
Date:  May 12, 1995                /s/ Anthony G. Tegnelia              
                                   -------------------------------------
                                   Anthony G. Tegnelia
                                   Senior Vice President
                                   and Controller (Principal
                                   Accounting Officer)
                                                                      

<PAGE>   1
                                                                      Exhibit 11



             Statement Regarding Computation of Per Share Earnings


         Primary earnings per share are computed by dividing earnings available
         to common shares by the weighted average number of common and common
         equivalent shares outstanding during the period.

         For purposes of computing primary earnings per share, common
         equivalent shares include the average number of common shares issuable
         upon the exercise of all employee stock options and awards and
         outstanding employee stock subscriptions, if dilutive, less the common
         shares which could have been purchased at the average market price
         during the period, with the assumed proceeds, including "windfall" tax
         benefits, from the exercise of the options, awards and subscriptions.

         Fully-diluted earnings per share are computed by dividing the sum of
         earnings available to common shares by the weighted average number of
         common shares, common equivalent shares and common shares assumed
         converted from potentially dilutive securities outstanding during the
         period.

         For purposes of computing fully-diluted earnings per share, common
         equivalent shares are computed on a basis comparable to that for
         primary earnings per share, except that common shares are assumed to
         be purchased at the market price at the end of the period, if
         dilutive.

<PAGE>   1
                                                                      EXHIBIT 15

KPMG PEAT MARWICK LLP
CERTIFIED PUBLIC ACCOUNTANTS
One Biscayne Tower           Telephone     305-358-2300
Suite 2900                   Telecopier    305-577-0544
2 South Biscayne Boulevard
Miami, FL 33131



The Board of Directors
Ryder System, Inc.:

We acknowledge our awareness of the incorporation by reference in the following
Registration Statements of our report dated April 20, 1995 related to our
review of interim financial information:

         Form S-3:

                 -  Registration Statement No. 33-20359 covering $1,000,000,000
                    aggregate principal amount of debt securities.

                 -  Registration Statement No. 33-50232 covering $800,000,000
                    aggregate principal amount of debt securities.

                 -  Registration Statement No. 33-58667 covering $800,000,000
                    aggregate principal amount of debt securities.


         Form S-8:

                 -  Registration Statement No. 33-20608 covering the Ryder
                    System Employee Stock Purchase Plan.

                 -  Registration Statement No. 33-4333 covering the Ryder
                    Employee Savings Plan.

                 -  Registration Statement No. 1-4364 covering the Ryder System
                    Profit Incentive Stock Plan.

                 -  Registration Statement No. 33-69660 covering the Ryder
                    System, Inc. 1980 Stock Incentive Plan.

                 -  Registration Statement No. 33-37677 covering the Ryder
                    System UK Stock Purchase Scheme.

                 -  Registration Statement No. 33-442507 covering the Ryder
                    Student Transportation Services, Inc. Retirement/Savings 
                    Plan.

                 -  Registration Statement No. 33-63990 covering the Ryder
                    System, Inc. Directors' Stock Plan.

                 -  Registration Statement No. 33-58001 covering the Ryder
                    System, Inc. Employee Savings Plan A.

                 -  Registration Statement No. 33-58003 covering the Ryder
                    System, Inc. Employee Savings Plan B.

                 -  Registration Statement No. 33-58045 covering the Ryder
                    System, Inc. Savings Restoration Plan.


Pursuant to Rule 436(c) under the Securities Act of 1933, such report is not
considered a part of a registration statement prepared or certified by an
accountant or a report prepared or certified by an accountant within the
meaning of Sections 7 and 11 of the Act.


                                        KPMG PEAT MARWICK LLP


Miami, Florida
May 12, 1995

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE RYDER
SYSTEM, INC. AND CONSOLIDATED SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS
AND STATEMENTS OF EARNINGS FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               MAR-31-1995
<CASH>                                          57,249
<SECURITIES>                                         0
<RECEIVABLES>                                  382,949
<ALLOWANCES>                                         0
<INVENTORY>                                     60,790
<CURRENT-ASSETS>                               888,239
<PP&E>                                       6,757,266
<DEPRECIATION>                               2,612,480
<TOTAL-ASSETS>                               5,574,576
<CURRENT-LIABILITIES>                        1,236,086
<BONDS>                                      2,189,418
<COMMON>                                       539,328
                                0
                                          0
<OTHER-SE>                                     601,777
<TOTAL-LIABILITY-AND-EQUITY>                 5,574,576
<SALES>                                              0
<TOTAL-REVENUES>                             1,233,481
<CGS>                                                0
<TOTAL-COSTS>                                1,143,247
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              45,109
<INCOME-PRETAX>                                 45,125
<INCOME-TAX>                                    18,546
<INCOME-CONTINUING>                             26,579
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                        7,759
<NET-INCOME>                                    18,820
<EPS-PRIMARY>                                     0.24
<EPS-DILUTED>                                        0
        

</TABLE>


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