FORM 11-K
(Mark one)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ___ to ___.
Commission file number #
RYDER SYSTEM, INC. EMPLOYEE SAVINGS PLAN A
Ryder System, Inc.
3600 N.W. 82 Avenue
Miami, Florida 33166
<PAGE>
REQUIRED INFORMATION
FINANCIAL STATEMENTS
Independent Auditors' Report
Statement of Financial Position, with Fund Information, as of
December 31, 1996 and 1995
Statement of Income & Changes in Plan Equity, with Fund Information,
for the years ending December 31, 1996, 1995, and 1994
Notes to Financial Statements
EXHIBITS
Independent Auditors' Consent
Schedule I - Schedule of Investments
as of December 31, 1996 and 1995
Schedule II - Schedule of Reportable Transactions
for the Year Ended December 31, 1996
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Ryder
System, Inc. Retirement Committee has duly caused this annual report to be
signed by the undersigned thereunto duly authorized.
RYDER SYSTEM, INC. EMPLOYEE SAVINGS PLAN A
Date: June 26, 1997 By: /s/ THOMAS E. MCKINNON
------------------------------------
Thomas E. McKinnon
Chairman - Retirement Committee
Executive Vice President - Human
Resources and Corporate Services
<PAGE>
KPMG PEAT MARWICK LLP
ONE BISCAYNE TOWER TELEPHONE 305 358-2300 TELEFAX 305 577 0544
SUITE 2900
2 SOUTH BISCAYNE BOULEVARD
MIAMI, FL 33131
INDEPENDENT AUDITORS REPORT
The Participants and Administrator
Ryder System, Inc. employee Savings Plan A:
We have audited the accompanying statements of financial position with fund
information of Ryder System, Inc. Employee Savings Plan A as of December 31,
1996 and 1995, and the related statements of income and changes in plan equity
with fund information for each of the years in the three-year period ended
December 31, 1996. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the plan equity available for benefits of the Plan as of
December 31, 1996 and 1995 and the changes in plan equity available for benefits
for each of the years in the three-year period ended December 31, 1996, in
conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental Schedule of Investments
and Schedule of Reportable Transactions are presented for the purpose of
additional analysis and are not a required part of the basis financial
statements but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The fund information in the statements
of financial position with fund information and statements of income and changes
in plan equity with fund information are presented for purposes of additional
analysis rather than to present the financial position and changes in plan
equity for each fund. The supplemental schedules and fund information have been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/s/ KPMG PEAT MARWICK LLP
---------------------------------
KPMG Peat Marwick LLP
Miami, Florida
June 11, 1997
F-1
<PAGE>
<TABLE>
<CAPTION>
RYDER SYSTEM, INC. EMPLOYEE SAVINGS PLAN A
STATEMENT OF FINANCIAL POSITION WITH FUND INFORMATION
DECEMBER 31, 1996
ASSETS FUND A FUND B FUND D FUND E FUND F FUND G FUND I
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Investments:
Fixed income investments,
at cost $ 231,729 6,070,268 23,033 111,069 40,660 11,928 852
Group annuity insurance
contracts, at cost 0 39,399,528 0 0 0 0 0
Pooled investment funds
(cost, $43,787,939) 0 0 12,700,867 28,043,777 8,877,175 5,610,281 513,996
Securities of
participating employer
(cost, $12,589,352) 12,315,811 0 0 0 0 0 0
Participant loans
receivable 0 0 0 0 0 0 0
-------------------------------------------------------------------------------------------
Total investments 12,547,540 45,469,796 12,723,900 28,154,846 8,917,835 5,622,209 514,848
Dividends and interest
receivable 934 244,015 40,784 0 48 0 0
Contributions receivable
and other 78,090 181,968 82,619 131,431 73,969 53,511 11,784
Interfund transfers
receivable (payable) 43,172 197,991 56,380 (2,980) 11,765 12,265 1,264
-------------------------------------------------------------------------------------------
Total assets $ 12,669,736 46,093,770 12,903,683 28,283,297 9,003,617 5,687,985 527,896
===========================================================================================
LIABILITIES AND PLAN EQUITY
Other liabilities $ 67,692 34,945 46,238 35,042 9,789 10,288 148
Plan equity 12,602,044 46,058,825 12,857,445 28,248,255 8,993,828 5,677,697 527,748
-------------------------------------------------------------------------------------------
Total liabilities
and plan equity $ 12,669,736 46,093,770 12,903,683 28,283,297 9,003,617 5,687,985 527,896
===========================================================================================
Number of units 136,127 3,953,208 268,756 442,042 98,572 86,578 5,226
===========================================================================================
Plan equity per unit $ 92.58 11.65 47.84 63.90 91.24 65.58 100.98
===========================================================================================
<CAPTION>
ASSETS FUND J FUND K LOANS TOTAL
-------------------------------------------------
<S> <C> <C> <C> <C>
Investments:
Fixed income investments,
at cost 389 105 0 6,490,033
Group annuity insurance
contracts, at cost 0 0 0 39,399,528
Pooled investment funds
(cost, $43,787,939) 292,432 119,498 0 56,158,026
Securities of
participating employer
(cost, $12,589,352) 0 0 0 12,315,811
Participant loans
receivable 0 0 9,520,303 9,520,303
-------------------------------------------------
Total investments 292,821 119,603 9,520,303 123,883,701
Dividends and interest
receivable 0 0 0 285,781
Contributions receivable
and other 7,620 4,233 0 625,225
Interfund transfers
receivable (payable) 719 176 (320,752) 0
-------------------------------------------------
Total assets 301,160 124,012 9,199,551 124,794,707
=================================================
LIABILITIES AND PLAN EQUITY
Other liabilities 121 2 1,080 205,345
Plan equity 301,039 124,010 9,198,471 124,589,362
-------------------------------------------------
Total liabilities
and plan equity 301,160 124,012 9,199,551 124,794,707
=================================================
Number of units 3,180 1,371
===================
Plan equity per unit 94.65 90.43
===================
</TABLE>
See accompanying notes to financial statements.
F-2
<PAGE>
<TABLE>
<CAPTION>
RYDER SYSTEM, INC. EMPLOYEE SAVINGS PLAN A
STATEMENT OF FINANCIAL POSITION WITH FUND INFORMATION
DECEMBER 31, 1995
ASSETS FUND A FUND B FUND C FUND D FUND E FUND F FUND G
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Investments:
Fixed income investments,
at cost $ 375,559 4,143,570 0 126,189 273,410 115,809 63,095
Group annuity insurance
contracts, at cost 0 38,815,957 0 0 0 0 0
Pooled investment funds
(cost, $34,735,521) 0 0 0 10,352,527 23,414,867 6,700,781 4,375,795
Securities of
participating employer
(cost, $12,084,833) 10,045,857 0 0 0 0 0 0
Participant loans
receivable 0 0 0 0 0 0 0
-------------------------------------------------------------------------------------------------
Total investments 10,421,416 42,959,527 0 10,478,716 23,688,277 6,816,590 4,438,890
Dividends and interest
receivable 1,832 235,013 0 35,729 0 128 79,056
Contributions receivable
and other 1,929 14,653 819 2,844 5,526 4,520 3,523
Interfund transfers
receivable (payable) 563,845 (2,005) (29) (61) 9,792 6,772 (14,290)
-------------------------------------------------------------------------------------------------
Total assets $ 10,989,022 43,207,188 790 10,517,228 23,703,595 6,828,010 4,507,179
=================================================================================================
LIABILITIES AND PLAN EQUITY
Other liabilities $ 187,152 150,449 790 24,775 63,637 20,817 16,190
Plan equity 10,801,870 43,056,739 0 10,492,453 23,639,958 6,807,193 4,490,989
-------------------------------------------------------------------------------------------------
Total liabilities
and plan equity $ 10,989,022 43,207,188 790 10,517,228 23,703,595 6,828,010 4,507,179
=================================================================================================
Number of units 134,033 3,946,692 0 263,018 416,929 90,316 80,825
=================================================================================================
Plan equity per unit $ 80.59 10.91 0.00 39.89 56.70 75.37 55.56
=================================================================================================
<CAPTION>
ASSETS FUND H FUND I FUND J FUND K LOANS TOTAL
---------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Investments:
Fixed income investments,
at cost 496,499 0 0 0 0 5,594,131
Group annuity insurance
contracts, at cost 0 0 0 0 0 38,815,957
Pooled investment funds
(cost, $34,735,521) 0 183,697 133,248 31,379 0 45,192,294
Securities of
participating employer
(cost, $12,084,833) 0 0 0 0 0 10,045,857
Participant loans
receivable 0 0 0 0 7,825,478 7,825,478
---------------------------------------------------------------------
Total investments 496,499 183,697 133,248 31,379 7,825,478 107,473,717
Dividends and interest
receivable 1,609 0 0 0 106,875 460,242
Contributions receivable
and other 67,645 204 142 0 196,226 298,031
Interfund transfers
receivable (payable) (564,044) 13 0 7 0 0
---------------------------------------------------------------------
Total assets 1,709 183,914 133,390 31,386 8,128,579 108,231,990
=====================================================================
LIABILITIES AND PLAN EQUITY
Other liabilities 1,709 (672) 245 673 204,548 670,313
Plan equity 0 184,586 133,145 30,713 7,924,031 107,561,677
---------------------------------------------------------------------
Total liabilities
and plan equity 1,709 183,914 133,390 31,386 8,128,579 108,231,990
=====================================================================
Number of units 0 2,158 1,640 397
=======================================
Plan equity per unit 0.00 85.54 81.19 77.36
=======================================
</TABLE>
See accompanying notes to financial statements.
F-3
<PAGE>
<TABLE>
<CAPTION>
RYDER SYSTEM, INC. EMPLOYEE SAVINGS PLAN A
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1996
FUND A FUND B FUND D FUND E FUND F FUND G FUND I
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net investment income:
Dividends $ 246,822 0 1,241,269 1,711,694 836,487 227,725 (405)
Interest 11,124 2,735,032 0 0 0 0 0
------------------------------------------------------------------------------------------------
Net investment income 257,946 2,735,032 1,241,269 1,711,694 836,487 227,725 (405)
Realized gains 107,911 0 210,049 1,025,127 170,020 58,820 7,495
Net change in
unrealized appreciation
on investments 1,236,641 0 641,705 228,579 462,380 523,373 34,312
Contributions:
Employer contributions 332,315 1,382,318 328,148 722,763 288,398 218,087 64,346
Employee contributions 1,213,141 4,458,701 1,164,727 2,642,856 1,065,582 763,933 217,650
------------------------------------------------------------------------------------------------
Total contributions 1,545,456 5,841,019 1,492,875 3,365,619 1,353,980 982,020 281,996
Participant loan
repayments 321,366 1,748,274 412,533 806,554 299,842 206,167 19,429
Distributions and other (833,492) (3,146,724) (644,631) (1,289,641) (460,897) (331,634) (45,089)
Transfer to plan B (304,065) (1,500,646) (226,904) (863,256) (272,729) (227,907) (15,220)
Plan merger 0 1,037,975 0 0 0 0 0
Plan fees and expenses (25,954) (121,533) (18,209) (27,938) (8,512) (5,831) (670)
Loans to participants (465,036) (2,332,974) (605,824) (1,332,815) (412,683) (259,339) (27,353)
Interfund transfers (40,599) (1,258,337) (137,871) 984,374 218,747 13,314 88,667
------------------------------------------------------------------------------------------------
Net changes in
plan equity 1,800,174 3,002,086 2,364,992 4,608,297 2,186,635 1,186,708 343,162
Plan equity at
beginning of period 10,801,870 43,056,739 10,492,453 23,639,958 6,807,193 4,490,989 184,586
------------------------------------------------------------------------------------------------
Plan equity at
end of period $ 12,602,044 46,058,825 12,857,445 28,248,255 8,993,828 5,677,697 527,748
================================================================================================
<CAPTION>
FUND J FUND K LOAN FUND TOTAL
--------------------------------------------------
<S> <C> <C> <C> <C>
Net investment income:
Dividends 0 0 0 4,263,592
Interest 413 729 597,818 3,345,116
--------------------------------------------------
Net investment income 413 729 597,818 7,608,708
Realized gains 2,843 5,019 0 1,587,284
Net change in
unrealized appreciation
on investments 19,185 3,782 0 3,149,957
Contributions:
Employer contributions 51,438 16,051 0 3,403,864
Employee contributions 123,025 60,266 0 11,709,881
--------------------------------------------------
Total contributions 174,463 76,317 0 15,113,745
Participant loan
repayments 9,536 3,237 (3,826,938) 0
Distributions and other (14,010) (81,531) (591,855) (7,439,504)
Transfer to plan B (55,601) 87 (354,994) (3,821,235)
Plan merger 0 0 0 1,037,975
Plan fees and expenses (465) (133) 0 (209,245)
Loans to participants (9,162) (5,223) 5,450,409 0
Interfund transfers 40,692 91,013 0 0
--------------------------------------------------
Net changes in
plan equity 167,894 93,297 1,274,440 17,027,685
Plan equity at
beginning of period 133,145 30,713 7,924,031 107,561,677
--------------------------------------------------
Plan equity at
end of period 301,039 124,010 9,198,471 124,589,362
==================================================
</TABLE>
See accompanying notes to financial statements.
F-4
<PAGE>
<TABLE>
<CAPTION>
RYDER SYSTEM, INC. EMPLOYEE SAVINGS PLAN A
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1995
FUND A FUND B FUND C FUND D FUND E FUND F FUND G FUND H
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net investment income:
Dividends $ 222,087 0 0 1,218,179 1,308,426 823,667 265,101 2,356
Interest 7,361 2,691,833 33,770 8,833 19,139 6,625 4,416 0
---------------------------------------------------------------------------------------------------------
Net investment income 229,448 2,691,833 33,770 1,227,012 1,327,565 830,292 269,517 2,356
Realized gains/(losses) 303,838 0 0 49,226 484,185 62,614 (21,890) (160,768)
Net change in
unrealized appreciation
on investments 816,239 0 0 1,088,392 4,529,498 347,540 319,711 263,171
Contributions:
Employer contributions 341,943 1,638,104 44,445 262,741 573,609 250,402 233,721 0
Employee contributions 1,010,564 4,898,421 87,837 968,111 2,065,887 936,028 810,146 0
---------------------------------------------------------------------------------------------------------
Total contributions 1,352,507 6,536,525 132,282 1,230,852 2,639,496 1,186,430 1,043,867 0
Participant loan
repayments 257,011 1,404,630 19,022 300,302 576,997 207,250 157,568 149
Distributions and other (737,198) (3,858,843) (79,397) (634,671) (1,372,455) (379,024) (275,597) (40,861)
Transfer to plan B (1,602,759) (9,479,382) (852,637) (1,147,496) (2,339,258) (1,077,097) (924,945) (62,414)
Plan fees and expenses (30,995) (137,188) (892) (22,491) (41,262) (13,266) (10,074) (2,203)
Loans to participants (368,775) (2,548,090) (44,490) (423,886) (980,164) (267,044) (204,441) (12,423)
Interfund transfers 2,550 1,919,232 (3,401,518) 554,806 1,202,821 607,200 (421,418) (671,762)
---------------------------------------------------------------------------------------------------------
Net changes in
plan equity 221,866 (3,471,283) (4,193,860) 2,222,046 6,027,423 1,504,895 (67,702) (684,755)
Plan equity at
beginning of period 10,580,004 46,528,022 4,193,860 8,270,407 17,612,535 5,302,298 4,558,691 684,755
---------------------------------------------------------------------------------------------------------
Plan equity at
end of period $ 10,801,870 43,056,739 0 10,492,453 23,639,958 6,807,193 4,490,989 0
=========================================================================================================
<CAPTION>
FUND I FUND J FUND K LOAN FUND TOTAL
-------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net investment income:
Dividends 0 0 21 0 3,839,837
Interest 0 0 0 407,136 3,179,113
-------------------------------------------------------------
Net investment income 0 0 21 407,136 7,018,950
Realized gains/(losses) 992 431 3,005 0 721,633
Net change in
unrealized appreciation
on investments 17,253 6,975 3,274 0 7,392,053
Contributions:
Employer contributions 18,606 12,615 5,271 0 3,381,457
Employee contributions 41,292 20,184 11,096 0 10,849,566
-------------------------------------------------------------
Total contributions 59,898 32,799 16,367 0 14,231,023
Participant loan
repayments 9,271 2,982 445 (2,935,627) 0
Distributions and other (3,906) (1,225) (46) (493,875) (7,877,098)
Transfer to plan B 0 0 0 (1,090,529) (18,576,517)
Plan fees and expenses 0 0 0 0 (258,371)
Loans to participants (5,080) (2,938) (163) 4,857,494 0
Interfund transfers 106,158 94,121 7,810 0 0
-------------------------------------------------------------
Net changes in
plan equity 184,586 133,145 30,713 744,599 2,651,673
Plan equity at
beginning of period 0 0 0 7,179,432 104,910,004
-------------------------------------------------------------
Plan equity at
end of period 184,586 133,145 30,713 7,924,031 107,561,677
=============================================================
</TABLE>
See accompanying notes to financial statements.
F-5
<PAGE>
<TABLE>
<CAPTION>
RYDER SYSTEM, INC. EMPLOYEE SAVINGS PLAN A
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1994
FUND A FUND B FUND C FUND D FUND E FUND F FUND G FUND H
----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net investment income:
Dividends $ 259,268 0 0 794,935 693,616 322,434 463,990 3,714
Interest 5,058 2,937,306 139,108 2,170 5,196 1,775 5,028 (2,341)
----------------------------------------------------------------------------------------------
Net investment income 264,326 2,937,306 139,108 797,105 698,812 324,209 469,018 1,373
Realized gains 7,893 0 0 3,582 78,376 3,516 47 61,314
Net change in unrealized
(depreciation) on
investments (1,860,782) 0 0 (483,257) (671,473) (77,332) (457,963) (748,055)
Contributions:
Employer contributions 574,525 2,413,019 254,847 301,174 665,209 273,974 264,811 (820)
Employee contributions 1,696,328 6,498,667 774,635 1,087,719 2,488,260 1,085,586 1,005,997 0
----------------------------------------------------------------------------------------------
Total contributions 2,270,853 8,911,686 1,029,482 1,388,893 3,153,469 1,359,560 1,270,808 (820)
Participant loan
repayments 301,137 1,501,643 149,594 298,431 649,632 193,254 143,787 1,514
Distributions and other (492,982) (2,133,890) (220,386) (367,266) (638,485) (197,744) (159,881) (41,907)
Transfer from (to) Plan B (1,088,554) 176,128 (17,065) 286,196 (35,467) (38,180) (411,225) 15,566
Plan fees and expenses (17,625) (78,291) (8,816) (11,336) (21,087) (6,269) (5,723) (4,322)
Loans to participants (334,971) (1,988,969) (250,768) (349,950) (751,363) (232,074) (157,831) (33,020)
Interfund transfers 508,375 (439,793) (130,230) (469,005) (571,629) 322,806 905,973 (125,511)
----------------------------------------------------------------------------------------------
Net changes in plan
equity (442,330) 8,885,820 690,919 1,093,393 1,890,785 1,651,746 1,597,010 (873,868)
Plan equity at beginning
of period 11,022,334 37,642,202 3,502,941 7,177,014 15,721,750 3,650,552 2,961,681 1,558,623
----------------------------------------------------------------------------------------------
Plan equity at end of
period $ 10,580,004 46,528,022 4,193,860 8,270,407 17,612,535 5,302,298 4,558,691 684,755
==============================================================================================
<CAPTION>
LOAN FUND TOTAL
------------------------
<S> <C> <C>
Net investment income:
Dividends 0 2,537,957
Interest 367,412 3,460,712
------------------------
Net investment income 367,412 5,998,669
Realized gains 0 154,728
Net change in unrealized
(depreciation) on
investments 0 (4,298,862)
Contributions:
Employer contributions 0 4,746,739
Employee contributions 0 14,637,192
------------------------
Total contributions 0 19,383,931
Participant loan
repayments (3,238,992) 0
Distributions and other (19,564) (4,272,105)
Transfer from (to) Plan B (227,174) (1,339,775)
Plan fees and expenses 0 (153,469)
Loans to participants 4,098,946 0
Interfund transfers (986) 0
------------------------
Net changes in plan
equity 979,642 15,473,117
Plan equity at beginning
of period 6,199,790 89,436,887
------------------------
Plan equity at end of
period 7,179,432 104,910,004
========================
</TABLE>
See accompanying notes to financial statements.
F-6
<PAGE>
RYDER SYSTEM, INC. EMPLOYEE SAVINGS PLAN A
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATTERS
A. BASIS OF ACCOUNTING
The financial statements of the Ryder System, Inc. Employee Savings Plan A
("the Plan") are prepared on the accrual basis of accounting. Plan assets,
except for fixed income investments, participant loan receivables and
group annuity insurance contracts which are valued at contract value, are
stated at market value (quoted market prices) as determined by the Plan's
trustee. Purchases and sales of securities are recorded on a trade date
basis. Cost is determined based on historical average cost.
B. RECLASSIFICATION
Certain 1995 financial statement amounts have been reclassified to conform
with the current year's presentation.
C. USE OF ESTIMATES
The Plan administrator has made a number of estimates and assumptions
relating to the reporting of assets and liabilities and the disclosure of
contingent assets and liabilities to prepare these financial statements in
conformity with generally accepted accounting principles. Actual results
could differ from those estimates.
2. THE PLAN
The following description of the Plan reflects all Plan amendments through
December 31, 1996, and is provided for general purposes only. Since
January 1, 1993, active salaried employees have been excluded from
participation in the Ryder System, Inc. Employee Savings Plan A. Effective
January 1, 1995, field hourly employees of Ryder Dedicated Logistics, Inc.
and full time employees of Ryder Driver Leasing, Inc. became eligible for
Plan B. Any related account balances in the Ryder System, Inc. Employee
Savings Plan A were transferred to the Ryder System, Inc. Employee Savings
Plan B.
Participants should refer to the Plan document for more complete
information. The Plan is a defined contribution plan and, as such, is
subject to some, but not all, of the provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA"). It is excluded from coverage under
Title IV of ERISA, which generally provides for guaranty and insurance of
retirement benefits; and it is not subject to the funding requirements of
Title I of ERISA. The Plan is, however, subject to those provisions of
Title I and II of ERISA which, among other things, require that each
participant be furnished with an annual financial report and a
comprehensive description of the
F-7
<PAGE>
participant's rights under the Plan, set minimum standards of
responsibility applicable to fiduciaries of the Plan, and establish
minimum standards for participation and vesting.
Participation in the Plan is voluntary. However, to participate in the
Plan, an employee of Ryder System, Inc. (the "Company") must meet certain
eligibility requirements related to employment date, age and service
hours. In general, non-salaried employees of the Company and participating
affiliates are eligible to participate in the Plan, however, an employee
who is in a unit of employees represented by a collective bargaining agent
is excluded from participation in the Plan unless the unit has negotiated
coverage under the Plan. In addition, employees eligible to participate
under another Company sponsored qualified savings plan, will be excluded
from participation in the Plan.
The number of participants' accounts in each of the funds at December 31,
1996 and 1995 is as follows:
1996 1995
---- ----
Fund A 3,551 3,653
Fund B 6,020 5,740
Fund D 2,454 2,420
Fund E 3,824 3,666
Fund F 2,048 2,030
Fund G 1,734 1,777
Fund I 348 36
Fund J 233 91
Fund K 96 134
Loan Fund 2,278 2,234
3. PLAN INVESTMENT FUNDS
The Plan's trustee, State Street Bank & Trust Company, maintains Plan
assets in separate investment funds. Participants may elect to contribute
to, or transfer among, any of the funds. Participants may transfer among
funds on a daily basis. Prior to April 17, 1995, earnings were allocated
monthly based on units of investment. Effective April 17, 1995, earnings
are allocated daily. Effective July 1997, Fidelity Management Trust
Company will become the Plan's trustee.
Investment Fund A ("Fund A") - Fund A is invested in Ryder System, Inc.
common stock, which is purchased on a regular and continuous basis.
Dividends are automatically reinvested in the common stock.
Investment Fund B ("Fund B") - Fund B consists of funding accounts
established by contracts with various insurance companies. Participants'
accounts are credited with interest based on a pooling of the returns of
the various funding accounts. During 1996, 1995 and 1994, the yield on
open funding contracts ranged from 4.7% to 9.05% , 4.89% to 9.05% and 4.89
to 9.05% respectively.
F-8
<PAGE>
Investment Fund C ("Fund C") - Fund C consists of a funding account
established with the Ryder System Federal Credit Union. Effective April 1,
1995, the assets of this fund were merged into Fund B and the fund was
discontinued as an Investment Fund under the Plan.
Investment Fund D ("Fund D") - Fund D may normally be invested in a
variety of common, preferred or capital stocks, but may include
investments in bonds or securities convertible into common or capital
stocks, similar types of equity investments and bonds. Since Plan
inception, this fund has been invested solely in shares of the Lord Abbett
Affiliated Fund. Effective July 1, 1997, monies in the Lord Abbett
Affiliated Fund will be liquidated and reinvested in the Fidelity U.S.
Equity-Income Fund. This fund's goal is investment growth and income. This
fund invests primarily in income producing stock such as common and
preferred stocks. It may also invest in bonds for income.
Investment Fund E ("Fund E") - Fund E may be invested primarily in common
or capital stocks, though it may invest in other types of securities,
including convertible bonds, convertible preferred stock, warrants,
preferred stock or debt securities. Since Plan inception, this fund has
been invested solely in shares of the Putnam Voyager Fund.
Investment Fund F ("Fund F") - Fund F may be invested in securities issued
by U.S. based companies that are selling below book value. Up to 50% of
the fund's portfolio may consist of securities of companies involved in
prospective mergers, consolidations, liquidations and reorganizations. The
fund may also engage in covered call option writing. The primary objective
of the fund is capital appreciation and not necessarily the attainment of
a balanced investment program. Since 1989, following adoption by the Plan,
this fund has been invested solely in shares of the Mutual Series Fund,
Inc., Qualified Income Fund. Effective July 1, 1997, monies in this fund
will be liquidated and reinvested in the Fidelity Contrafund. This fund
invests primarily in U.S. and foreign common stocks that the fund manager
believes are undervalued or out of favor. Investments can include any type
of security that may produce capital growth. These out-of-favor stocks may
have frequent and greater price changes than stocks of other companies.
Investment Fund G ("Fund G") - Fund G may be invested in all types of
securities, including stocks and debt securities of companies and
governments of all nations. The fund's investment objective is long-term
capital growth. Since 1989, following adoption by the Plan, this fund has
been invested solely in shares of the Templeton World Fund. Effective
April 1, 1995, assets in this fund were transferred to the Templeton
Foreign Fund. All investments in the Templeton World Fund were
discontinued. Like the Templeton World Fund, the Templeton Foreign Fund's
objective is long-term capital growth. The Templeton Foreign Fund
maintains a flexible investment policy and can invest in all types of
securities in any foreign country, developed or undeveloped. Effective
July 1, 1997, monies in this fund will be liquidated and reinvested in the
Fidelity Diversified International Fund. This fund invests primarily in
companies located outside the U.S. that are included in the
F-9
<PAGE>
Morgan Stanley EAFE Index. The fund focuses on large companies with stock
that is undervalued compared to industry norms in their countries.
Investment Fund H ("Fund H") - Fund H was invested in Aviall, Inc. common
stock and was a frozen fund. Participants could not contribute to nor
transfer into the fund. Participants could transfer assets from Fund H to
any other investment fund of the Plan. Monies remaining in the Fund at
December 31, 1995, were liquidated and reinvested in Fund A.
Investment Fund I ("Fund I") - Effective April 1, 1995, the Life Solutions
Growth Fund managed by State Street Bank was added as an investment option
in the Plan. This fund's primary objective is price appreciation; income
is secondary. The typical allocation (subject to current market
conditions) is 65% US equities, 15% international equities and 20% bonds.
Effective July 1, 1997, monies in this fund will be liquidated and
reinvested in the Fidelity Asset Manager Growth. This fund's goal is to
provide high total return over the long term. This fund invests in all
basic types of U.S. and foreign investments: stocks, bonds, and short-term
and money market instruments. Over time, the fund will generally aim for
the following investment combination: 70% stock, 25% bonds, and 5%
short-term/money market class. The fund manager may adjust the mix of
these investments depending of the outlook for market conditions.
Investment Fund J ("Fund J") - Effective April 1, 1995, the Life Solutions
Balanced Growth Fund managed by State Street Bank was added as an
investment option in the Plan. This fund's primary objective is to provide
both current income and opportunities for price appreciation. The typical
allocation (subject to current market conditions) is 50% US equities, 10%
international equities and 40% bonds. Effective July 1, 1997, monies in
this fund will be liquidated and reinvested in the Fidelity Asset Manager.
This fund's goal is to provide high total return with reduced risk over
the long term. This fund invests in all basic types of U.S. and foreign
investments: stocks, bonds, and short-term and money market instruments.
Over time, the fund will generally aim for the following investment
combination: 50% stock, 40% bonds, and 10% short-term/money market class.
The fund manager may adjust the mix of these investments depending of the
outlook for market conditions.
Investment Fund K ("Fund K") - Effective April 1, 1995, the Life Solutions
Income & Growth Fund managed by State Street Bank was added as an
investment option in the Plan. This fund's primary objective is to provide
a high level of income and more limited opportunities for price
appreciation. The typical allocation (subject to current market
conditions) is 35% US equities, 5% international equities and 60% bonds.
Effective July 1, 1997, monies in this fund will be liquidated and
reinvested in the Fidelity Asset Manager Income. This fund's goal is to
provide high current income, but also considers the potential for long
term growth. This fund invests in all basic types of U.S. and foreign
investments: stocks, bonds, and short-term and money market instruments.
Over time, the fund will generally aim for the following investment
combination: 20% stock, 50% bonds, and 30% short-term/money market class.
The fund manager may adjust the mix of these investments depending of the
outlook for market conditions.
F-10
<PAGE>
Investment Fund L ("Fund L") - Effective July 1, 1997, the Fidelity U.S.
Bond Index Fund will be added as an investment option in the Plan. This
fund's goal is to provide investment results that correspond to the
aggregate price and interest performance of the debt securities in the
Lehman Brothers Aggregate Bond Index. The fund purchases investment-grade
securities with maturities of at least one year including U.S.Treasury and
U.S. or government securities, corporate bonds, asset-backed and
mortgage-backed securities, and U.S. dollar denominated foreign
securities.
Investment Fund M ("Fund M") - Effective July 1, 1997, the Spartan U.S.
Equity Index Fund will be added as an investment option in the Plan. This
fund's goal is to match the total return of the Standard & Poor's 500
Index. The fund invests in the 500 companies that make up the S&P 500 and
in other securities that are based on the value of the index. The fund's
manager focuses on duplicating the composition and performance of a
specific market index as opposed to a strategy of selecting attractive
stocks.
Investment Fund N ("Fund N") - Effective July 1, 1997, the Fidelity
Emerging Growth Fund will be added as an investment option in the Plan.
This fund's goal is long term capital growth. The fund invests mainly in
stocks of small and medium-sized companies in the developing stages of
their life cycle that the fund's manager believes have the potential for
accelerated earnings or revenue growth. Such stocks may be subject to
abrupt or erratic changes. This fund carries a `redemption fee", which is
charged to discourage short-term buying and selling of fund shares.
Currently the redemption fee is 0.75% of the value of the shares sold.
Investment Fund O ("Fund O") - Effective July 1, 1997, the Fidelity Growth
Company Fund will be added as an investment option in the Plan. This
fund's goal is long term capital growth. The fund invests in common stocks
of companies with earnings or gross sales that indicate the potential for
above-average growth.
4. CONTRIBUTIONS
Participants may elect to contribute to the Plan by having their
compensation reduced by a minimum of 1% of compensation up to a maximum of
the lesser of a) 10% or 15% of compensation, depending on an individual's
annual salary level, b) $9,500, or c) such other amount as shall be
determined by the Company's Retirement Committee from time to time.
Effective April 1, 1995, the Company matches 50% of the employee's annual
contribution not to exceed the greater of (1) 50% of the first $1,200 in
contributions for any plan year, or, (2) 50% of the first 3% of the
employee's compensation for any plan year. Participants are fully vested
in the earnings of their individual contributions to the Plan and vest 25%
per year in the Company contributions and the earnings attributable to
such contributions. Upon participant's distribution, related non-vested
Company contributions are forfeited and are used to offset future Company
contributions.
F-11
<PAGE>
5. DISTRIBUTIONS
On termination of service, if a participant's account balance is greater
than $3,500, a participant's account is distributed to the participant in
the form of a single lump-sum payment upon receipt of participant's
consent. Terminated participants whose account balance is less than $3,500
receive automatic distributions. The 1996 and 1995 Plan Equity on the
Statement of Financial Position includes the following amounts allocated
to accounts of terminated persons who have not yet been paid.
1996 1995
---- ----
Fund A 17,054 19,148
Fund B 56,797 35,188
Fund D 7,067 7,107
Fund E 23,613 14,079
Fund F 5,208 11,369
Fund G 5,814 8,583
Fund I 3,280 315
Fund J 6,599 209
Fund K 2,586 0
Loan Fund 9,565 2,669
-------------------------------
Total $ 137,583 98,667
===============================
6. WITHDRAWALS
A participant may request a withdrawal of all or a portion of his elective
contribution account balance if he can demonstrate financial hardship. The
Plan Administrator must approve the request, and the amount withdrawn
cannot be subsequently repaid to the Plan. Such amounts will be considered
distributions to the participant for tax purposes.
7. DISTRIBUTIONS TO AVIALL PLAN
On December 7, 1993, Ryder System, Inc. completed the spin-off of its
Aviation Division, Aviall, Inc. ("Aviall"). Under the terms of the
spin-off, the Company distributed to its holders of common stock one share
of Aviall, Inc. common stock for each four shares of Ryder System, Inc.
common stock held. Participants in the Savings Plan who were invested in
the Ryder System, Inc. common stock fund on this date received the
equivalent of one share of Aviall common stock for each four shares of
Ryder System, Inc. common stock held. As a result of the spin-off a new
"Fund H" was created.
8. PARTICIPANT LOANS
Plan participants are able to request loans against their Plan account
balances subject to certain limitations as to amount and repayment term.
Loans accrue interest at a rate which is comparable to those of most major
lending institutions and all principal and interest payments are allocated
to the Plan's investment funds based on the participant's investment
elections at the time of payment. Loans which
F-12
<PAGE>
are granted and repaid in compliance with the Plan provisions will not be
considered distributions to the participant for tax purposes.
9. TERMINATION
While it has not expressed any intention to do so, the Company may amend
or terminate the Plan at any time. In the event of termination, Plan
assets are payable to each participant in a lump sum equal to the balance
in the participant's account.
10. FEDERAL INCOME TAX EFFECTS OF THE PLAN
The Plan qualifies as a profit sharing plan under Section 401(a) of the
Internal Revenue Code of 1986 , as amended, (the "Code") and also
qualifies as a cash or deferred arrangement under Section 401(k) of the
Code and, therefore, is exempt from federal income taxes under Section
501(a) of the Code. A favorable tax determination letter obtained was
dated August 26, 1996.
Under a plan qualified pursuant to Sections 401(a) and (k) of the Code,
participants generally will not be taxed on contributions or matching
contributions, or earnings thereon, until such amounts are distributed to
participants or their beneficiaries under the Plan. The tax-deferred
contributions and matching contributions are deductible by the Company for
tax purposes when those contributions are made, subject to certain
limitations set forth in Section 404 of the Code.
Participants or their beneficiaries will be taxed, at ordinary income tax
rates, on the amount they receive as a distribution from the Plan, at the
time they receive the distribution. However, if the participant or
beneficiary receives a lump sum payment of the balance under the Plan in a
single taxable year, and the distribution is made by reason of death,
disability or termination of employment of the participant, or after the
participant has attained age 59 1/2, then certain special tax rules may be
applicable.
11. PLAN FEES AND EXPENSES
Generally, Plan fees and expenses are paid by the Plan. At its discretion,
the Company may elect to pay some administrative and marketing expenses.
F-13
<PAGE>
12. NET REALIZED GAINS OR LOSSES
Net realized gains or losses on investments covering the last three years
are as follows:
FOR THE YEAR ENDED DECEMBER 31, 1996:
AGGREGATE AGGREGATE NET REALIZED
PROCEEDS COST GAIN
------------- -------------- ---------------
Fund A $ 797,813 689,902 107,911
Fund D 1,569,196 1,359,147 210,049
Fund E 2,868,698 1,843,571 1,025,127
Fund F 1,220,406 1,050,386 170,020
Fund G 756,855 698,035 58,820
Fund I 80,142 72,647 7,495
Fund J 40,369 37,526 2,843
Fund K 70,794 65,775 5,019
------------- -------------- ---------------
$ 7,404,273 5,816,989 1,587,284
============= ============== ===============
FOR THE YEAR ENDED DECEMBER 31, 1995:
AGGREGATE AGGREGATE NET REALIZED
PROCEEDS COST GAIN/(LOSS)
------------- -------------- ---------------
Fund A $ 1,028,517 724,679 303,838
Fund D 465,635 416,409 49,226
Fund E 1,413,371 929,186 484,185
Fund F 367,232 304,618 62,614
Fund G 4,147,560 4,169,450 (21,890)
Fund H 526,011 686,779 (160,768)
Fund I 18,947 17,955 992
Fund J 11,524 11,093 431
Fund K 68,300 65,295 3,005
------------- -------------- ---------------
$ 8,047,097 7,325,464 721,633
============= ============== ===============
FOR THE YEAR ENDED DECEMBER 31, 1994:
AGGREGATE AGGREGATE NET REALIZED
PROCEEDS COST GAIN
------------- -------------- ---------------
Fund A $ 2,272,477 2,264,584 7,893
Fund D 1,348,709 1,345,127 3,582
Fund E 2,848,003 2,769,627 78,376
Fund F 1,091,260 1,087,744 3,516
Fund G 1,362,617 1,362,570 47
Fund H 455,281 393,967 61,314
------------- -------------- ---------------
$ 9,378,347 9,223,619 154,728
============= ============== ===============
F-14
<PAGE>
13. SUBSEQUENT EVENTS
The change in net unrealized gains or losses arising in the various funds
of the Plan after December 31, 1996 and prior to May 1, 1997 are as
follows:
UNREALIZED UNREALIZED NET CHANGE
APPRECIATION/ APPRECIATION/ IN
(DEPRECIATION) (DEPRECIATION) UNREALIZED
AT DECEMBER 31, 1996 AT APRIL 30, 1997 APPRECIATION
-------------------- ----------------- ---------------
Fund A $ (273,541) 787,641 1,061,182
Fund B 0 0 0
Fund D 1,630,169 2,422,095 791,926
Fund E 8,953,316 7,967,472 (985,844)
Fund F 1,133,863 1,541,840 407,977
Fund G 567,960 753,133 185,173
Fund I 51,565 63,824 12,259
Fund J 26,160 31,138 4,978
Fund K 7,056 7,158 102
Loan Fund 0 0 0
---------------- ----------------- ----------------
$ 12,096,548 13,574,301 1,477,753
================ ================= ================
F-15
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
23.1 Independent Auditors' Consent
99.1 Schedule I - Schedule of Investments
as of December 31, 1996 and 1995
99.2 Schedule II - Schedule of Reportable Transactions
for the Year Ended December 31, 1996
KPMG PEAT MARWICK LLP
ONE BISCAYNE TOWER TELEPHONE 305 358-2300 TELEFAX 305 577 0544
SUITE 2900
2 SOUTH BISCAYNE BOULEVARD
MIAMI, FL 33131
INDEPENDENT AUDITORS CONSENT
The Participants and Administrator
Ryder System, Inc. employee Savings Plan A:
We consent to incorporation by reference in the Registration Statement (No.
33-58001) on Form S-8 of Ryder System, Inc. covering the Ryder System, Inc.
Employee Savings Plan A, of our report dated June 11, 1997, relating to the
statements of financial position with fund information of the Ryder System, Inc.
Employee Savings Plan A as of December 31, 1996 and 1995, and the related
statements of income and changes in plan equity with fund information for each
of the years in the three-year period ended December 31, 1996, and related
schedule of investments as of December 31, 1996 and 1995, and schedule of
reportable transactions for the year ended December 31, 1996, which report
appears in the December 31, 1996 annual report on Form 11-K of the Ryder System,
Inc. Employee Savings Plan A filed by Ryder System, Inc.
/s/ KPMG PEAT MARWICK LLP
---------------------------------
KPMG Peat Marwick LLP
Miami, Florida
June 26, 1997
<TABLE>
<CAPTION>
RYDER SYSTEM, INC. EMPLOYEE SAVINGS PLAN A
SCHEDULE I - SCHEDULE OF INVESTMENTS
NUMBER OF
SHARES, UNITS UNREALIZED
OR PRINCIPAL MARKET APPRECIATION
AMOUNTS COST VALUE (DEPRECIATION)
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
AT DECEMBER 31, 1996
Directed Account Short-Term
Investment Fund 6,490,033 6,490,033 6,490,033 0
Fund A 405,893 12,589,352 12,315,811 (273,541)
Fund B 39,399,528 39,399,528 39,399,528 0
Fund D 893,229 11,070,699 12,700,868 1,630,169
Fund E 1,535,401 19,090,461 28,043,777 8,953,316
Fund F 225,312 7,743,312 8,877,175 1,133,863
Fund G 476,666 5,042,321 5,610,281 567,960
Fund I 15,736 462,431 513,996 51,565
Fund J 11,703 266,272 292,432 26,160
Fund K 2,798 112,443 119,499 7,056
Loans 9,520,303 9,520,303 9,520,303 0
----------------------------
111,787,155 123,883,703 12,096,548
----------------------------
AT DECEMBER 31, 1995
Directed Account Short-Term
Investment Fund 5,594,131 5,594,131 5,594,131 0
Fund A 405,893 11,556,039 10,045,857 (1,510,182)
Fund B 38,815,957 38,815,957 38,815,957 0
Fund D 893,229 9,364,063 10,352,527 988,464
Fund E 1,535,401 14,690,130 23,414,867 8,724,737
Fund F 225,312 6,029,298 6,700,781 671,483
Fund G 476,666 4,331,208 4,375,795 44,587
Fund I 15,736 166,444 183,697 17,253
Fund J 11,703 126,273 133,248 6,975
Fund K 2,798 28,105 31,379 3,274
Loans 7,825,478 7,825,478 7,825,478 0
----------------------------
98,527,126 107,473,717 8,946,591
---------------------------- ----------
Net appreciation included in
statement of income and
changes in plan equity 3,149,957
==========
</TABLE>
RYDER SYSTEM, INC. EMPLOYEE SAVINGS PLAN A
SCHEDULE II - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
PROCEEDS
--------
Loans to participants
Loan Fund: $5,450,409
