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 B
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 year 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 B
Date: June 26, 1997 By: /s/ Thomas E. McKinnon
--------------------------------------
Thomas E. McKinnon
Chairman - Retirement Committee
Executive Vice President - Human
Resources and Corporate Services
<PAGE>
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 B:
We have audited the accompanying statements of financial position with fund
information of Ryder System, Inc. Employee Savings Plan B 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 basic 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 pressent the financial position and changes in plan
equity for each fund. The supplemental schedules and fund information have
been subject 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.
KPMG PEAT MARWICK LLP
Miami, Florida
June 11, 1997
F-1
<PAGE>
<TABLE>
<CAPTION>
RYDER SYSTEM, INC. EMPLOYEE SAVINGS PLAN B
STATEMENT OF FINANCIAL POSITION WITH FUND INFORMATION
DECEMBER 31, 1996
ASSETS FUND A FUND B FUND D FUND E FUND F FUND G
----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Investments:
Fixed income investments,
at cost $ 655,632 10,316,351 169,310 353,979 239,592 135,668
Group annuity insurance
contracts, at cost 0 67,208,528 0 0 0 0
Pooled investment funds
(cost, $123,536,599) 0 0 33,020,568 70,902,228 28,769,297 17,490,666
Securities of
participating employer
(cost, $20,795,669) 29,175,314 0 0 0 0 0
Participant loans receivable 0 0 0 0 0 0
----------------------------------------------------------------------------------
Total investments 29,830,946 77,524,879 33,189,878 71,256,207 29,008,889 17,626,334
Dividends and interest
receivable 2,178 415,485 104,872 0 153 0
Contributions receivable
and other 113,338 470,295 105,822 316,930 119,299 87,571
Interfund transfers
receivable (payable) 98,833 253,928 110,582 (32,549) 36,885 28,226
----------------------------------------------------------------------------------
Total assets $ 30,045,295 78,664,587 33,511,154 71,540,588 29,165,226 17,742,131
==================================================================================
LIABILITIES AND PLAN EQUITY
Other liabilities $ 156,710 77,104 114,570 80,796 21,316 26,668
Plan equity 29,888,585 78,587,483 33,396,584 71,459,792 29,143,910 17,715,463
Total liabilities ----------------------------------------------------------------------------------
and plan equity $ 30,045,295 78,664,587 33,511,154 71,540,588 29,165,226 17,742,131
==================================================================================
Number of units 322,405 6,741,744 698,700 1,117,543 319,442 269,906
==================================================================================
Plan equity per unit $ 92.71 11.66 47.80 63.94 91.23 65.64
==================================================================================
(RESTUBBED TABLE CONTINUED)
ASSETS FUND I FUND J FUND K LOANS TOTAL
-----------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Investments:
Fixed income investments,
at cost 43,839 23,756 8,516 0 11,946,643
Group annuity insurance
contracts, at cost 0 0 0 0 67,208,528
Pooled investment funds
(cost, $123,536,599) 1,626,787 1,108,303 379,303 0 153,297,152
Securities of
participating employer
(cost, $20,795,669) 0 0 0 0 29,175,314
Participant loans receivable 0 0 0 17,404,300 17,404,300
------------------------------------------------------------------
Total investments 1,670,626 1,132,059 387,819 17,404,300 279,031,937
Dividends and interest
receivable 0 0 0 0 522,688
Contributions receivable
and other 28,716 14,359 2,811 0 1,259,141
Interfund transfers
receivable (payable) 2,561 885 560 (499,911) 0
------------------------------------------------------------------
Total assets 1,701,903 1,147,303 391,190 16,904,389 280,813,766
==================================================================
LIABILITIES AND PLAN EQUITY
Other liabilities 1 0 (25) 2,007 479,147
Plan equity 1,701,902 1,147,303 391,215 16,902,382 280,334,619
Total liabilities ------------------------------------------------------------------
and plan equity 1,701,903 1,147,303 391,190 16,904,389 280,813,766
==================================================================
Number of units 16,541 12,053 4,353
=====================================
Plan equity per unit 102.89 95.19 89.87
=====================================
</TABLE>
See accompanying notes to financial statements.
F-2
<PAGE>
<TABLE>
<CAPTION>
RYDER SYSTEM, INC. EMPLOYEE SAVINGS PLAN B
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 $ 779,262 7,122,281 0 268,153 580,997 268,165 134,075
Group annuity insurance
contracts, at cost 0 65,086,146 0 0 0 0 0
Pooled investment funds
(cost, $94,496,116) 0 0 0 25,936,796 57,518,443 21,226,632 12,642,366
Securities of
participating employer
(cost, $23,995,480) 20,649,019 0 0 0 0 0 0
Participant loans receivable 0 0 0 0 0 0 0
------------------------------------------------------------------------------------------
Total investments 21,428,281 72,208,427 0 26,204,949 58,099,440 21,494,797 12,776,441
Dividends and interest
receivable 3,767 394,067 0 89,515 0 405 228,407
Contributions receivable
and other 55,972 197,891 1,760 65,875 144,896 50,939 37,574
Interfund transfers
receivable (payable) 682,002 (71,997) 103 (45,492) 118,529 20,276 (432)
------------------------------------------------------------------------------------------
Total assets $ 22,170,022 72,728,388 1,863 26,314,847 58,362,865 21,566,417 13,041,990
==========================================================================================
LIABILITIES AND PLAN EQUITY
Other liabilities $ 342,838 215,340 1,863 42,505 90,727 31,125 23,715
Plan equity 21,827,184 72,513,048 0 26,272,342 58,272,138 21,535,292 13,018,275
Total liabilities ------------------------------------------------------------------------------------------
and plan equity $ 22,170,022 72,728,388 1,863 26,314,847 58,362,865 21,566,417 13,041,990
==========================================================================================
Number of units 272,574 6,613,336 0 657,858 1,026,469 286,159 234,418
==========================================================================================
Plan equity per unit $ 80.08 10.96 0.00 39.94 56.77 75.26 55.53
==========================================================================================
(RESTUBBED TABLE CONTINUED)
ASSETS FUND H FUND I FUND J FUND K LOANS TOTAL
----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Investments:
Fixed income investments,
at cost 750,251 0 0 0 0 9,903,184
Group annuity insurance
contracts, at cost 0 0 0 0 0 65,086,146
Pooled investment funds
(cost, $94,496,116) 0 591,543 386,041 265,388 0 118,567,209
Securities of
participating employer
(cost, $23,995,480) 0 0 0 0 0 20,649,019
Participant loans receivable 0 0 0 0 12,643,324 12,643,324
----------------------------------------------------------------------------
Total investments 750,251 591,543 386,041 265,388 12,643,324 226,848,882
Dividends and interest
receivable 2,431 0 0 0 233,563 952,155
Contributions receivable
and other 0 969 1,431 846 398,880 957,033
Interfund transfers
receivable (payable) (682,494) 0 0 (20,495) 0 0
----------------------------------------------------------------------------
Total assets 70,188 592,512 387,472 245,739 13,275,767 228,758,070
============================================================================
LIABILITIES AND PLAN EQUITY
Other liabilities 70,188 0 0 0 445,379 1,263,680
Plan equity 0 592,512 387,472 245,739 12,830,388 227,494,390
Total liabilities ----------------------------------------------------------------------------
and plan equity 70,188 592,512 387,472 245,739 13,275,767 228,758,070
============================================================================
Number of units 0 6,959 4,762 3,100
==============================================
Plan equity per unit 0.00 85.14 81.37 79.27
==============================================
</TABLE>
See accompanying notes to financial statements.
F-3
<PAGE>
<TABLE>
<CAPTION>
RYDER SYSTEM, INC. EMPLOYEE SAVINGS PLAN B
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 $ 550,664 0 3,224,646 4,473,787 2,781,370 725,643 0
Interest 25,971 4,792,513 0 0 0 0 1,292
----------------------------------------------------------------------------------------------
Net investment income 576,635 4,792,513 3,224,646 4,473,787 2,781,370 725,643 1,292
Realized gains 240,751 0 545,522 2,677,029 565,041 187,084 28,940
Net change in
unrealized appreciation
on investments 2,758,968 0 1,666,588 596,914 1,536,667 1,664,643 132,492
Contributions:
Employer contributions 774,929 2,941,199 697,528 1,567,718 808,531 593,988 156,940
Employee contributions 2,591,112 7,075,708 2,926,215 6,806,693 3,486,945 2,529,518 700,948
----------------------------------------------------------------------------------------------
Total contributions 3,366,041 10,016,907 3,623,743 8,374,411 4,295,476 3,123,506 857,888
Participant loan repayments 679,090 2,034,092 761,708 1,804,880 811,484 538,709 35,100
Distributions and other (1,481,978) (7,710,035) (1,635,883) (3,695,343) (1,076,530) (740,129) (42,240)
Transfer from plan A 304,065 1,500,646 226,904 863,256 272,729 227,907 15,220
Plan meger 2,115,930
Plan fees and expenses (56,384) (191,085) (40,168) (67,617) (23,389) (16,653) (1,387)
Loans to participants (1,115,712) (3,401,164) (1,043,777) (2,865,045) (1,077,941) (662,501) (84,851)
Interfund transfers 2,789,925 (3,083,369) (205,041) 1,025,382 (476,289) (351,021) 166,936
----------------------------------------------------------------------------------------------
Net changes in
plan equity 8,061,401 6,074,435 7,124,242 13,187,654 7,608,618 4,697,188 1,109,390
Plan equity at
beginning of period 21,827,184 72,513,048 26,272,342 58,272,138 21,535,292 13,018,275 592,512
Plan equity at ----------------------------------------------------------------------------------------------
end of period $ 29,888,585 78,587,483 33,396,584 71,459,792 29,143,910 17,715,463 1,701,902
==============================================================================================
(RESTUBBED TABLE CONTINUED)
FUND J FUND K LOAN FUND TOTAL
-----------------------------------------------------
<S> <C> <C> <C> <C>
Net investment income:
Dividends 0 0 0 11,756,110
Interest 138 0 1,054,730 5,874,644
-----------------------------------------------------
Net investment income 138 0 1,054,730 17,630,754
Realized gains 11,596 17,904 0 4,273,867
Net change in
unrealized appreciation
on investments 78,249 13,907 0 8,448,428
Contributions:
Employer contributions 98,104 28,728 7,667,665
Employee contributions 381,652 136,475 26,635,266
-----------------------------------------------------
Total contributions 479,756 165,203 0 34,302,931
Participant loan repayments 9,213 12,218 (6,686,494) 0
Distributions and other (29,240) (6,678) (936,938) (17,354,994)
Transfer from plan A 55,601 (87) 354,994 3,821,235
Plan meger 2,115,930
Plan fees and expenses (893) (346) 0 (397,922)
Loans to participants (25,392) (9,319) 10,285,702 0
Interfund transfers 180,803 (47,326) 0
-----------------------------------------------------
Net changes in
plan equity 759,831 145,476 4,071,994 52,840,229
Plan equity at
beginning of period 387,472 245,739 12,830,388 227,494,390
Plan equity at -----------------------------------------------------
end of period 1,147,303 391,215 16,902,382 280,334,619
=====================================================
</TABLE>
See accompanying notes to financial statements.
F-4
<PAGE>
<TABLE>
<CAPTION>
RYDER SYSTEM, INC. EMPLOYEE SAVINGS PLAN B
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
--------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net investment income:
Dividends $ 590,297 0 0 2,892,143 3,035,211 2,409,941 878,367
Interest 15,642 4,599,014 36,897 18,771 40,670 14,078 9,385
--------------------------------------------------------------------------------------------
Net investment income 605,939 4,599,014 36,897 2,910,914 3,075,881 2,424,019 887,752
Realized gains/(losses) 901,883 0 0 111,744 1,081,927 174,229 (81,314)
Net change in
unrealized appreciation
on investments 1,677,760 0 0 2,726,812 11,126,677 1,100,934 923,695
Contributions:
Employer contributions 852,625 2,860,459 64,592 609,985 1,290,239 692,433 637,377
Employee contributions 2,757,697 7,381,015 102,217 2,541,017 5,305,673 2,908,670 2,623,473
--------------------------------------------------------------------------------------------
Total contributions 3,610,322 10,241,474 166,809 3,151,002 6,595,912 3,601,103 3,260,850
Participant loan repayments 555,485 1,570,060 16,744 485,329 1,121,031 456,057 396,807
Distributions and other (994,377) (5,011,788) (80,485) (644,943) (1,472,141) (571,587) (661,005)
Transfer from plan A 1,602,759 9,479,382 852,637 1,147,496 2,339,258 1,077,097 924,945
Plan fees and expenses (65,865) (291,526) (1,895) (47,794) (87,683) (28,190) (21,407)
Loans to participants (934,498) (2,886,601) (22,806) (833,551) (1,985,110) (704,573) (569,428)
Interfund transfers (4,315,119) 3,335,355 (3,327,706) 1,674,192 2,985,928 2,690,572 (2,540,379)
--------------------------------------------------------------------------------------------
Net changes in
plan equity 2,644,289 21,035,370 (2,359,805) 10,681,201 24,781,680 10,219,661 2,520,516
Plan equity at
beginning of period 19,182,895 51,477,678 2,359,805 15,591,141 33,490,458 11,315,631 10,497,759
--------------------------------------------------------------------------------------------
Plan equity at
end of period $ 21,827,184 72,513,048 0 26,272,342 58,272,138 21,535,292 13,018,275
============================================================================================
(RESTUBBED TABLE CONTINUED)
FUND H FUND I FUND J FUND K LOAN FUND TOTAL
----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net investment income:
Dividends 11,852 0 0 0 0 9,817,811
Interest 0 0 0 0 663,637 5,398,094
----------------------------------------------------------------------------
Net investment income 11,852 0 0 0 663,637 15,215,905
Realized gains/(losses) (404,454) 3,554 15,330 1,616 0 1,804,515
Net change in
unrealized appreciation
on investments 397,674 55,557 20,209 27,686 0 18,057,004
Contributions:
Employer contributions 0 46,512 31,774 7,953 0 7,093,949
Employee contributions 0 213,966 200,321 55,961 0 24,090,010
----------------------------------------------------------------------------
Total contributions 0 260,478 232,095 63,914 0 31,183,959
Participant loan repayments 3,655 11,706 3,972 4,943 (4,625,789) 0
Distributions and other (42,121) (3,027) (897) (484) (508,480) (9,991,335)
Transfer from plan A 62,414 0 0 0 1,090,529 18,576,517
Plan fees and expenses (4,681) 0 0 0 0 (549,041)
Loans to participants (26,823) (27,106) (7,076) (1,331) 7,998,903 0
Interfund transfers (1,067,427) 291,350 123,839 149,395 0 0
----------------------------------------------------------------------------
Net changes in
plan equity (1,069,911) 592,512 387,472 245,739 4,618,800 74,297,524
Plan equity at
beginning of period 1,069,911 0 0 0 8,211,588 153,196,866
----------------------------------------------------------------------------
Plan equity at
end of period 0 592,512 387,472 245,739 12,830,388 227,494,390
============================================================================
</TABLE>
See accompanying notes to financial statements.
F-5
<PAGE>
<TABLE>
<CAPTION>
RYDER SYSTEM, INC. EMPLOYEE SAVINGS PLAN B
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
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net investment income:
Dividends $ 460,922 0 0 1,543,107 1,408,251 720,738 1,082,644
Interest 13,287 3,407,918 80,738 4,740 7,540 4,717 3,273
---------------------------------------------------------------------------------------
Net investment income 474,209 3,407,918 80,738 1,547,847 1,415,791 725,455 1,085,917
Realized gains 14,035 0 0 6,952 155,174 7,922 244
Net change in unrealized
(depreciation) on investments (3,543,082) 0 0 (954,368) (1,249,664) (183,923) (1,050,127)
Contributions:
Employer contributions 205,995 521,882 55,627 194,034 441,567 170,936 164,233
Employee contributions 1,942,528 4,484,973 373,701 1,893,553 4,354,295 1,863,625 1,978,315
---------------------------------------------------------------------------------------
Total contributions 2,148,523 5,006,855 429,328 2,087,587 4,795,862 2,034,561 2,142,548
Participant loan repayments 484,978 1,281,105 112,997 387,657 973,470 369,492 343,523
Distributions and other (893,079) (1,910,026) (169,367) (367,340) (557,320) (452,187) (377,581)
Transfer from (to) Plan A 1,088,554 (176,128) 17,065 (286,196) 35,467 38,180 411,225
Plan fees and expenses (31,244) (83,685) (4,885) (22,039) (40,689) (14,528) (13,570)
Loans to participants (475,216) (1,521,645) (104,658) (407,977) (905,810) (307,356) (280,103)
Interfund transfers 1,715,724 (638,678) (106,905) (912,028) (1,164,447) 237,552 1,087,752
---------------------------------------------------------------------------------------
Net changes in plan equity 983,402 5,365,716 254,313 1,080,095 3,457,834 2,455,168 3,349,828
Plan equity at beginning of
period 18,199,493 46,111,962 2,105,492 14,511,046 30,032,624 8,860,463 7,147,931
---------------------------------------------------------------------------------------
Plan equity at end of
period $19,182,895 51,477,678 2,359,805 15,591,141 33,490,458 11,315,631 10,497,759
=======================================================================================
(RESTUBBED TABLE CONTINUED)
FUND H LOAN FUND TOTAL
---------------------------------------
<S> <C> <C> <C>
Net investment income:
Dividends 6,060 0 5,221,722
Interest 4,181 435,436 3,961,830
---------------------------------------
Net investment income 10,241 435,436 9,183,552
Realized gains 100,040 0 284,367
Net change in unrealized
(depreciation) on investments (1,220,511) 0 (8,201,675)
Contributions:
Employer contributions (278) 0 1,753,996
Employee contributions 0 0 16,890,990
---------------------------------------
Total contributions (278) 0 18,644,986
Participant loan repayments 1,101 (3,954,323) 0
Distributions and other (52,743) (14,658) (4,794,301)
Transfer from (to) Plan A (15,566) 227,174 1,339,775
Plan fees and expenses (6,954) 0 (217,594)
Loans to participants (43,935) 4,046,700 0
Interfund transfers (217,427) (1,543) 0
---------------------------------------
Net changes in plan equity (1,446,032) 738,786 16,239,110
Plan equity at beginning of
period 2,515,943 7,472,802 136,957,756
---------------------------------------
Plan equity at end of
period 1,069,911 8,211,588 153,196,866
=======================================
</TABLE>
See accompanying notes to financial statements.
F-6
<PAGE>
RYDER SYSTEM, INC. EMPLOYEE SAVINGS PLAN B
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 B
(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. On January
1, 1993, the Ryder System, Inc. Employee Savings Plan B was established
for active salaried employees. Effective January 1, 1995, field hourly
employees of Ryder Dedicated Logistics, Inc. and full-time employees of
Ryder Driver Leasing, Inc. became eligible for this Plan. 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 participant's rights under the Plan, set
minimum standards of responsibility applicable to fiduciaries of the Plan,
and establish minimum standards for
F-7
<PAGE>
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, salaried employees of
the Company and participating affiliates, field hourly employees of Ryder
Dedicated Logistics, Inc. and full-time employees of Ryder Driver Leasing,
Inc. 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 3,886 3,786
Fund B 7,933 8,006
Fund D 3,461 3,272
Fund E 5,456 4,896
Fund F 3,419 3,146
Fund G 3,005 2,832
Fund I 509 63
Fund J 317 168
Fund K 113 264
Loan Fund 2,872 2,328
3. PLAN INVESTMENT FUNDS
The Plan's trustee, State Street Bank and 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 1, 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 co317ntracts with various insurance companies.
Participants' accounts are credited with interest based on a pooling of
the returns of the various funding accounts. Funding accounts generally
continue for a period of two to five years after their inception. 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.
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
F-8
<PAGE>
this fund were merged into Fund B and this 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 US 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 Plan inception, 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 Plan inception, 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 have been 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 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
F-9
<PAGE>
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.
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.
F-10
<PAGE>
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, Fund O may be
invested the Fidelity Growth Company Fund. 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. Some eligible employees receive
Company contributions that include $400 of basic fully vested
contribution, plus 100% match to the first $300 of employee fully vested
contribution and 50% match to the next $400 or $800 of employee
contribution. 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.
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.
F-11
<PAGE>
1996 1995
---- ----
Fund A $ 23,481 23,394
Fund B 130,755 119,839
Fund D 10,241 9,538
Fund E 22,467 16,587
Fund F 9,318 9,310
Fund G 10,344 11,090
Fund I 13,401 4,637
Fund J 4,330 3,393
Fund K 727 0
Loan Fund 4,915 4,334
------------- -------------
Total $ 229,979 202,122
============= =============
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 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. The investment fund balances of Aviall employees in the Plan at
December 7, 1993, were transferred to a newly established plan for
employees of Aviall.
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 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.
F-12
<PAGE>
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 was obtained on August 26,
1996, for the Ryder System, Inc. Employee Savings Plan B.
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.
12. NET REALIZED GAINS OR LOSSES
Net realized gains or losses on investments covering each of the last two
years are as follows:
FOR THE YEAR ENDED DECEMBER 31, 1996:
NET
AGGREGATE AGGREGATE REALIZED
PROCEEDS COST GAIN/(LOSS)
------------- --------------- ---------------
Fund A $ 1,779,935 1,539,184 240,751
Fund D 4,075,392 3,529,870 545,522
Fund E 7,491,353 4,814,324 2,677,029
Fund F 4,055,881 3,490,840 565,041
Fund G 2,407,254 2,220,170 187,084
Fund I 309,463 280,523 28,940
Fund J 164,655 153,059 11,596
Fund K 252,471 234,567 17,904
------------- --------------- ---------------
$ 20,536,404 16,262,537 4,273,867
============= =============== ===============
F-13
<PAGE>
FOR THE YEAR ENDED DECEMBER 31, 1995:
NET
AGGREGATE AGGREGATE REALIZED
PROCEEDS COST GAIN/(LOSS)
------------- ------------- --------------
Fund A $ 3,052,947 2,151,064 901,883
Fund D 1,057,007 945,263 111,744
Fund E 3,158,219 2,076,292 1,081,927
Fund F 1,021,856 847,627 174,229
Fund G 15,406,810 15,488,124 (81,314)
Fund H 1,323,316 1,727,770 (404,454)
Fund I 67,853 64,299 3,554
Fund J 410,114 394,784 15,330
Fund K 36,743 35,127 1,616
------------- ------------- --------------
$ 25,534,865 23,730,350 1,804,515
============= ============= ==============
FOR THE YEAR ENDED DECEMBER 31, 1994:
NET
AGGREGATE AGGREGATE REALIZED
PROCEEDS COST GAIN/(LOSS)
------------- -------------- ----------------
Fund A $ 4,039,960 4,025,925 14,035
Fund D 2,618,082 2,611,130 6,952
Fund E 5,539,933 5,384,759 155,174
Fund F 2,543,826 2,535,904 7,922
Fund G 3,333,805 3,333,561 244
Fund H 742,829 642,789 100,040
------------- -------------- ----------------
$ 18,818,435 18,534,068 284,367
============= ============== ================
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 NET CHANGE
APPRECIATION/ UNREALIZED IN
(DEPRECIATION) APPRECIATION/ UNREALIZED
AT DECEMBER 31, 1996 AT APRIL 30, 1997 APPRECIATION
-------------------- ----------------- ----------------
Fund A $ 8,379,645 10,855,736 2,476,091
Fund B 0 0 0
Fund D 4,199,424 6,235,806 2,036,382
Fund E 19,808,124 17,273,095 (2,535,029)
Fund F 3,433,485 4,725,412 1,291,927
Fund G 1,991,420 2,577,800 586,380
Fund I 188,049 226,871 38,822
Fund J 98,458 117,185 18,727
Fund K 41,593 41,918 325
Loan Fund 0 0 0
---------------- ---------------- ---------------
$ 38,140,198 42,053,823 3,913,625
================ ================ ===============
F-14
<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
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 B:
We consent to incorporation by reference in the Registration Statement (No.
33-58003) on Form S-8 of Ryder System, Inc. covering the Ryder System, Inc.
Employee Savings Plan B, 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 B 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 B filed by Ryder System, Inc.
KPMG PEAT MARWICK LLP
Miami, Florida
June 26, 1997
RYDER SYSTEM, INC. EMPLOYEE SAVINGS PLAN B
SCHEDULE I - SCHEDULE OF INVESTMENTS
<TABLE>
<CAPTION>
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 11,946,643 11,946,643 11,946,643 0
Fund A 1,069,347 20,795,669 29,175,314 8,379,645
Fund B 67,208,529 67,208,529 67,208,529 0
Fund D 2,741,225 28,821,143 33,020,567 4,199,424
Fund E 4,602,689 51,094,104 70,902,228 19,808,124
Fund F 934,111 25,335,814 28,769,299 3,433,485
Fund G 1,753,155 15,499,247 17,490,667 1,991,420
Fund I 142,805 1,438,737 1,626,786 188,049
Fund J 96,856 1,009,844 1,108,302 98,458
Fund K 37,477 337,710 379,303 41,593
Loans 17,404,300 17,404,300 17,404,300 0
----------------------------
240,891,740 279,031,938 38,140,198
----------------------------
AT DECEMBER 31, 1995
Directed Account Short-Term
Investment Fund 9,903,184 9,903,184 9,903,184 0
Fund A 834,304 15,028,342 20,649,019 5,620,677
Fund B 65,086,146 65,086,146 65,086,146 0
Fund D 2,237,860 23,403,960 25,936,796 2,532,836
Fund E 3,771,701 38,307,233 57,518,443 19,211,210
Fund F 713,740 19,329,814 21,226,632 1,896,818
Fund G 1,377,164 12,315,589 12,642,366 326,777
Fund I 50,671 535,986 591,543 55,557
Fund J 33,905 365,832 386,041 20,209
Fund K 23,666 237,702 265,388 27,686
Loans 12,643,324 12,643,324 12,643,324 0
----------------------------
197,157,112 226,848,882 29,691,770
---------------------------- ----------
Net appreciation included in
statement of income and
changes in plan equity 8,448,428
==========
</TABLE>
RYDER SYSTEM, INC. EMPLOYEE SAVINGS PLAN B
SCHEDULE II - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
PROCEEDS
--------
None $0
