ACQUISITIONS

2012 Acquisition

Euroway Ltd., — On August 1, 2012, we acquired all of the common stock of Euroway Ltd., a U.K.-based, full service leasing, rental and maintenance company for a purchase price of $2 million and assumed capital lease obligations and debt of $20 million. Approximately $1 million of the stock purchase price has been paid, and the majority of the capital lease obligations have been repaid as of December 31, 2012. The purchase price includes $0.5 million in contingent consideration to be paid to the seller provided certain conditions are met. As of December 31, 2012, the fair value of the contingent consideration has been reflected in "Other non-currrent liabilities" in our Consolidated Balance Sheets. See Note 17, "Fair Value Measurements," for additional information. The acquisition included Euroway's fleet of approximately 560 full service lease vehicles as well as 800 contract maintenance vehicles. As of December 31, 2012, goodwill and customer relationship intangibles related to the Euroway acquisition were $6 million and $3 million, respectively. The combined network operates under the Ryder name, complementing our FMS business segment coverage in the U.K. Transaction costs related to the Euroway acquisition were $1 million and were primarily reflected within "Selling, general and administrative expenses" in our Consolidated Statements of Earnings.

2011 Acquisitions

Hill Hire plc — On June 8, 2011, we acquired all of the common stock of Hill Hire plc (Hill Hire), a U.K. based full service leasing, rental and maintenance company for a purchase price of $251 million, net of cash acquired, all of which was

paid in 2011. The acquisition included Hill Hire’s fleet of approximately 8,000 full service lease and 5,700 rental vehicles, and approximately 400 contractual customers. The fleet included 9,700 trailers. The combined network operates under the Ryder name, complementing our business segment market coverage in the U.K. Transaction costs related to the Hill Hire acquisition were $2 million during 2011 and were primarily reflected within ‘‘Selling, general and administrative expenses" in our Consolidated Statements of Earnings.

The following table provides the final allocated fair values of the assets acquired and the liabilities assumed at the date of the Hill Hire acquisition:




Assets:	(In thousands)
Revenue earning equipment	$	202,837
Operating property and equipment	18,780
Customer relationships and other intangibles	10,133
Other assets, primarily accounts receivable	60,179
	291,929
Liabilities, primarily accrued liabilities	(40,434		)
Net assets acquired	$	251,495

During 2012, purchase price adjustments totaled $2 million and related to adjustments to the fair value of revenue earning equipment and liabilities assumed.

Other Acquisitions—During 2011, we completed three other acquisitions of full service leasing and fleet service companies, one of which included the assets of the seller’s SCS business. The combined networks operate under the Ryder name, complementing our FMS and SCS business segment market coverage throughout the United States. The purchase price of these acquisitions totaled $114 million, of which $3 million and $107 million was paid during 2012 and 2011, respectively. Goodwill and customer relationship intangibles related to these acquisitions totaled $28 million and $12 million, respectively. The following table provides further information regarding each of these acquisitions:



Company Acquired	Date Acquired	Segment	Purchase Price	Vehicles	Contractual Customers
Carmenita Leasing, Inc.	January 10, 2011	FMS	$9 million	190	60
The Scully Companies	January 28, 2011	FMS/SCS	$91 million	2,100	200
B.I.T. Leasing	April 1, 2011	FMS	$14 million	490	130

2010 Acquisition

Total Logistic Control – On December 31, 2010, we acquired all of the common stock of Total Logistic Control (TLC), a leading provider of comprehensive supply chain solutions to food, beverage, and consumer packaged goods manufacturers in the U.S. TLC provides customers a broad suite of end-to-end services, including distribution management, contract packaging services and solutions engineering. This acquisition enhances our SCS capabilities and growth prospects in the areas of packaging and warehousing, including temperature-controlled facilities. The purchase price was $207 million, of which $3 million was paid in 2011. No further payments are due related to this acquisition. During 2011, the purchase price was reduced by $1 million due to contractual adjustments in acquired deferred taxes and working capital.

The following table provides the final allocated fair values of the assets acquired and the liabilities assumed at the date of the TLC acquisition:



Assets:	(In thousands)
Current assets	$	24,588
Operating property and equipment	73,135
Goodwill	131,911
Customer relationships and other intangibles	34,980
Other assets	816
	265,430
Liabilities:
Current liabilities	(26,875		)
Deferred income taxes and other liabilities	(31,432		)
	(58,307		)
Net assets acquired	$	207,123

Pro Forma Information – The operating results of each acquisition has been included in the consolidated financial statements from the dates of acquisition. The following table provides the unaudited pro forma revenues, net earnings and earnings per common share as if the results of the Hill Hire acquisition had been included in operations commencing January 1, 2010 and the TLC acquisition had been included in operations commencing January 1, 2009. This pro forma information is not necessarily indicative either of the combined results of operations that actually would have been realized had the acquisition been consummated during the periods for which the pro forma information is presented, or of future results. Pro forma information for the Euroway acquisition in 2012 and the other acquisitions in 2011 is not disclosed because the pro forma effect of these acquisitions is not significant.



	Years ended December 31,
	2011		2010
	(In thousands, except per share amounts)
Revenue — As reported	$	6,050,534	5,136,435
Revenue — Pro forma	$	6,118,104	5,538,824

Net earnings — As reported	$	169,777	118,170
Net earnings — Pro forma	$	184,849	149,501

Net earnings per common share:
Basic — As reported	$	3.31	2.25
Basic — Pro forma	$	3.60	2.85

Diluted — As reported	$	3.28	2.25
Diluted — Pro forma	$	3.58	2.84

We paid approximately $1 million in both 2012 and 2011 and $8 million in 2010 related to other acquisitions completed in prior years.

All of the acquisitions were accounted for as an acquisition of a business. Goodwill on these acquisitions represents the excess of the purchase price over the fair value of the underlying acquired net tangible and intangible assets. Factors that contributed to the recognition of goodwill in our acquisitions included (i) expected growth rates and profitability of the acquired companies, (ii) securing buyer-specific synergies that increase revenue and profits and are not otherwise available to market participants, (iii) significant cost savings opportunities, (iv) the experienced workforce and (v) our strategies for growth in sales, income and cash flows.