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 $2 million of the stock purchase price has been paid ($1 million paid in both 2013 and in 2012), and the majority of the capital lease obligations have been repaid as of December 31, 2013. The acquisition included Euroway's fleet of approximately 560 full service lease vehicles as well as 800 contract maintenance vehicles. As of December 31, 2013, 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 during 2012 and were primarily reflected within "Selling, general and administrative expenses" in our Consolidated Statements of Earnings.

The purchase price included $0.5 million in contingent consideration to be paid to the seller provided certain conditions were met by January 31, 2014. We determined that the payment of the contingent consideration was not probable as of December 31, 2013 and recorded a gain of $0.5 million.

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 $1 million, $3 million and $107 million was paid during 2013, 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

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. 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.



	Year ended December 31,
		2011
	(In thousands, except per share amounts)
Revenue — As reported		$	6,050,534
Revenue — Pro forma		$	6,118,104

Net earnings — As reported		$	169,777
Net earnings — Pro forma		$	184,849

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

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

We paid approximately $1 million and $4 million in 2012 and 2011, respectively, related to other acquisitions completed in prior years. All recent acquisitions have been accounted for as an acquisition of a business.