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, 1997
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 # 001-04364
RYDER SYSTEM, INC. EMPLOYEE SAVINGS PLAN A
Ryder System, Inc.
3600 N.W. 82 Avenue
Miami, Florida 33166
<PAGE>
REQUIRED INFORMATION
--------------------
FINANCIAL STATEMENTS PAGE NO.
- -------------------- --------
\bullet\ Independent Auditors' Report 2
\bullet\ Statements of Net Assets Available for Plan Benefits
December 31, 1997 and 1996 3
\bullet\ Statements of Changes in Net Assets Available for Plan Benefits
for the years ended December 31, 1997 and 1996 4
\bullet\ Notes to Financial Statements 5
EXHIBITS
- --------
\bullet\ Exhibit Index 17
\bullet\ Independent Auditors' Consent 18
\bullet\ Item 27A - Schedule of Assets Held for Investment Purposes
December 31, 1997 19
\bullet\ Item 27d - Schedule of Reportable Transactions
December 31, 1997 20
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 29, 1998 By: /s/ THOMAS E. MCKINNON
--------------------------------
Thomas E. McKinnon
Chairman - Retirement Committee
Executive Vice President - Human
Resources and Corporate Services
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Participants and Administrator
Ryder System, Inc. Employee Savings Plan A:
We have audited the accompanying statements of net assets available for plan
benefits of Ryder System, Inc. Employee Savings Plan A as of December 31, 1997
and 1996, and the related statements of changes in net assets available for plan
benefits for the years then ended. 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 net assets available for plan benefits as of
December 31, 1997 and 1996 and the changes in net assets available for plan
benefits for the years then ended 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 Assets Held
for Investment Purposes 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. These supplemental
schedules are the responsibility of the Plan's management. The supplemental
schedules 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
Miami, Florida
June 26, 1998
2
<PAGE>
<TABLE>
<CAPTION>
RYDER SYSTEM, INC. EMPLOYEE SAVINGS PLAN A
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1997 AND 1996
1997 1996
------------- -----------
<S> <C> <C>
Assets
Investments:
Short-term money market instruments $ 4,801,205 6,301,997
Investment contracts, at contract value 37,736,421 39,399,528
Pooled investment funds
(cost: 1997 - $53,174,980; 1996 - $43,975,975) 64,110,059 56,346,062
Ryder System, Inc. Common Stock
(cost: 1997 - $11,682,070; 1996 - $12,589,352) 12,480,570 12,315,811
Participant loans receivable 9,969,129 9,520,303
------------- -----------
Total investments 129,097,384 123,883,701
Dividends and interest receivable - 285,781
Contributions receivable and other 131,922 625,225
------------- -----------
Total assets 129,229,306 124,794,707
Other liabilities 12,158 205,345
------------- -----------
Net assets available for plan benefits $ 129,217,148 124,589,362
============= ===========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
<TABLE>
<CAPTION>
RYDER SYSTEM, INC. EMPLOYEE SAVINGS PLAN A
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
1997 1996
------------- -----------
<S> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation in value of investments $ 11,405,620 4,737,241
Dividends 3,815,408 4,263,592
Interest 3,338,167 3,345,116
------------- -----------
Net investment income 18,559,195 12,345,949
------------- -----------
Contributions:
Employer 2,365,977 3,403,864
Employee 8,157,097 11,709,881
------------- -----------
Total contributions 10,523,074 15,113,745
------------- -----------
Plan merger - 1,037,975
------------- -----------
Total additions 29,082,269 28,497,669
------------- -----------
Deductions from net assets attributed to:
Distributions to plan participants and other 17,826,782 7,439,504
Transfers to other plans 6,390,776 3,821,235
Administrative expenses 236,925 209,245
------------- -----------
Total deductions 24,454,483 11,469,984
------------- -----------
Net increase 4,627,786 17,027,685
Net assets available for plan benefits:
Beginning of year 124,589,362 107,561,677
------------- -----------
End of year $ 129,217,148 124,589,362
============= ===========
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
RYDER SYSTEM, INC. EMPLOYEE SAVINGS PLAN A
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF PLAN
The following description of the Ryder System, Inc. Employee Savings Plan A
(the "Plan") provides only general information. Participants should refer
to the Plan document for a more comprehensive description of the Plan's
provisions.
GENERAL. 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 participation and vesting.
The Plan Administrator is the Ryder System, Inc. Retirement Committee.
Effective July 1, 1997, Fidelity Management Trust Co. became the Plan's
trustee. Prior to July 1, 1997, State Street Bank & Trust Company was the
Plan's trustee.
ELIGIBILITY. 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.
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 ($10,000 as of January 1,
1998), or c) such other amount as shall be determined by the Company's
Retirement Committee from time to time. 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. Effective January 1,
1998, the Company match was increased to 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 4% (6% if the
Company meets its EVA goal) of the employee's compensation for any plan
year. Participants can also elect a direct rollover of an existing balance
from a tax-qualified retirement or savings plan into the Plan.
5
<PAGE>
PARTICIPANT ACCOUNTS. Each participant's account is credited with the
participant's contribution and allocations of (a) the Company's
contribution and, (b) Plan earnings, and charged with an allocation of
administrative expenses. Allocations are based on participant earnings or
account balances, as defined. Earnings are currently allocated on a daily
basis. Forfeited balances of terminated participants' nonvested accounts
are used to reduce future Company contributions. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant's vested account.
VESTING. Participants are immediately vested in their contributions plus
earnings thereon. Participants vest 25% per year in the Company
contributions and the earnings attributable to such contributions. At
retirement age, a participant becomes fully vested in the Company
contributions and the earnings attributable to such contributions.
INVESTMENT OPTIONS. Participants may elect to contribute to, or transfer
among, any of thirteen investment options. Participants may transfer among
funds on a daily basis. Note 4 provides a description of each investment
option and a summary of net assets available for plan benefits and changes
in net assets available for plan benefits for each investment fund of the
Plan as of and for the years ended December 31, 1997 and 1996.
PARTICIPANT LOANS. Participants may borrow from their fund accounts a
minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of
their account balance. Loan transactions are treated as a transfer to
(from) the investment fund from (to) the Participant Loans fund. Loan terms
range from 1-5 years or up to 10 years for the purchase of a primary
residence. The loans are secured by the balance in the participant's
account and accrue interest at a rate, which is comparable to those of most
major lending institutions. Interest rates vary depending on the current
prime interest rate. Principal and interest is paid ratably through payroll
deductions. 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.
DISTRIBUTIONS. On termination of service, if a participant's account
balance is greater than $3,500 ($5,000 as of January 1, 1998), 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 ($5,000 as of
January 1, 1998) receive automatic distributions. As of December 31, 1997
and 1996, amounts allocated to accounts of terminated persons who have not
yet been paid totaled $242,269 and $137,583, respectively. 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's
recordkeeper approves the request, based on the direction of the Plan
Administrator, and the amount withdrawn cannot be subsequently repaid to
the Plan. Such amounts will be considered distributions to the participant
for income tax purposes.
6
<PAGE>
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING. The financial statements of the Plan are prepared on
the accrual basis of accounting. Certain 1996 financial statement amounts
have been reclassified to conform with the current year presentation.
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.
INVESTMENTS. Short-term money market instruments are stated at cost, which
approximates fair value. Investments in fully benefit-responsive insurance
company and bank investment contracts are stated at contract value (which
approximates fair market value), which represents contributions made under
the contracts plus interest at the contract rate, less funds used for
withdrawals. Pooled investments funds are valued at quoted market prices,
which represent the net asset value of the securities held in such funds.
Company common stock is valued at its quoted market price. Participant
loans receivable are valued at cost, which approximates fair value.
Purchases and sales of securities are recorded on a trade-date basis. The
Plan presents in the statement of changes in net assets available for
benefits the net appreciation(depreciation) in the fair value of its
investments which consists of the related gains or losses and the
unrealized appreciation(depreciation) on those investments. Dividends on
Company common stock are recorded on the record date. Interest income is
recorded on the accrual basis.
PAYMENT OF BENEFITS. Benefits are recognized when paid.
3. INVESTMENTS
The Plan held the following individual investments whose aggregate fair
value equaled or exceeded 5% of the Plan's net assets at December 31, 1997
and 1996:
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Ryder System, Inc. Common Stock Fund $ 12,480,570 $ 12,315,811
Fidelity U.S. Equity-Income Fund 16,117,961 -
Putnam Voyager Fund(A) 29,345,351 28,154,846
Fidelity Contrafund 10,664,928 -
Lord Abbett Affiliated Fund - 12,723,900
Mutual Series Fund, Inc., Qualified Income Fund - 8,917,835
</TABLE>
7
<PAGE>
4. PLAN INVESTMENT FUNDS
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 may be invested in short-term money
market instruments and contracts with insurance companies, banks and other
financial institutions. Effective July 1, 1997, holdings in the short-term
interest income fund managed by State Street Bank were transferred to the
Fidelity Short-Term Interest Fund. Fund B continues to maintain investments
in fully benefit-responsive investment contracts (yields ranging from 4.9%
to 8.0% during 1997 and 4.7% to 9.1% during 1996) with various insurance
companies, banks and financial institutions.
Investment Fund C ("Fund C") - Fund C 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 had
been invested solely in shares of the Lord Abbett Affiliated Fund.
Effective July 1, 1997, holdings in the Lord Abbett Affiliated Fund were
liquidated and reinvested in the Fidelity U.S. Equity-Income Fund.
Investment Fund D ("Fund D") - Fund D 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(A).
Investment Fund E ("Fund E") - Fund E may be invested in securities issued
by U.S. based companies that are selling below book value. The primary
objective of the fund is capital appreciation and not necessarily the
attainment of a balanced investment program. Since Plan inception, this
fund had been invested solely in shares of the Mutual Series Fund, Inc.,
Qualified Income Fund. Effective July 1, 1997, holdings in this fund were
liquidated and reinvested in the Fidelity Contrafund.
Investment Fund F ("Fund F") - Fund F 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. Previously, monies in this fund were invested in the
Templeton Foreign Fund. Effective July 1, 1997, holdings in this fund were
liquidated and reinvested in the Fidelity Diversified International Fund.
Investment Fund G ("Fund G") - Fund G invests in all basic types of U.S.
and foreign investments: stocks, bonds, and short-term and money market
instruments. Fund G is intended to provide maximum total return over the
long term. Previously, monies in this fund were invested in the Life
Solutions Growth Fund managed by State Street Bank. Effective July 1, 1997,
holdings in this fund were liquidated and reinvested in the Fidelity Asset
Manager Growth Fund.
8
<PAGE>
Investment Fund H ("Fund H") - Fund H invests in all basic types of U.S.
and foreign investments: stocks, bonds, and short-term and money market
instruments. Fund H is intended to provide high total return with reduced
risk over the long term. Previously, monies in this fund were invested in
the Life Solutions Balanced Growth Fund managed by State Street Bank.
Effective July 1, 1997, holdings in this fund were liquidated and
reinvested in the Fidelity Asset Manager Fund.
Investment Fund I ("Fund I") - Fund I invests in all basic types of U.S.
and foreign investments: stocks, bonds, and short-term and money market
instruments. Fund I is intended to provide a high current income, but also
considers the potential for long-term growth. Previously, monies were
invested in the Life Solutions Income & Growth Fund managed by State
Street. Effective July 1, 1997, monies in this fund were liquidated and
reinvested in the Fidelity Asset Manager Income Fund.
Investment Fund J ("Fund J") - Fund J, the Fidelity U.S. Bond Index Fund,
was added as an investment option in the Plan effective July 1, 1997. 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 K ("Fund K") - Fund K, the Spartan U.S. Equity Index Fund,
was added as an investment option in the Plan effective July 1, 1997. 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 L ("Fund L") - Fund L, the Fidelity Emerging Growth Fund,
was added as an investment option in the Plan effective July 1, 1997. 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 M ("Fund M") - Fund M, the Fidelity Growth Company Fund,
was added as an investment option in the Plan effective July 1, 1997. 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.
9
<PAGE>
The number of participants' accounts in each of the funds at December 31,
1997 and 1996 is as follows:
1997 1996
---- ----
Fund A 2,957 3,551
Fund B 4,180 6,020
Fund C 2,172 2,454
Fund D 3,136 3,824
Fund E 1,821 2,048
Fund F 1,458 1,734
Fund G 282 348
Fund H 169 233
Fund I 97 96
Fund J 58 N/A
Fund K 156 N/A
Fund L 98 N/A
Fund M 124 N/A
The following schedules summarize the net assets available for plan
benefits and changes in net assets available for plan benefits for each
investment fund of the Plan as of and for the years ended December 31, 1997
and 1996.
10
<PAGE>
<TABLE>
<CAPTION>
NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1997
Assets 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>
Investments:
Short-term money market instruments $ - 4,801,205 - - - - - -
Investment contracts,
at contract value - 37,736,421 - - - - - -
Pooled investment funds - 16,117,961 29,345,351 10,664,928 5,703,196 705,618 379,591
Ryder System, Inc. Common Stock 12,480,570 - - - - - - -
Participant loans receivable - - - - - - - -
-------------------------------------------------------------------------------------------
Total investments 12,480,570 42,537,626 16,117,961 29,345,351 10,664,928 5,703,196 705,618 379,591
Contributions receivable and other 16,974 73,577 20,290 42,056 17,965 12,121 2,639 1,516
-------------------------------------------------------------------------------------------
Total assets 12,497,544 42,611,203 16,138,251 29,387,407 10,682,893 5,715,317 708,257 381,107
Other liabilities 1,013 6,079 1,226 2,401 819 480 63 38
-------------------------------------------------------------------------------------------
Net assets available for plan benefits $12,496,531 42,605,124 16,137,025 29,385,006 10,682,074 5,714,837 708,194 381,069
===========================================================================================
Participant units outstanding 1,246,810 42,537,626 307,536 1,540,438 228,714 353,577 38,183 20,686
===========================================================================================
Participant unit value $ 10.02 1.00 52.47 19.08 46.70 16.16 18.55 18.42
===========================================================================================
<CAPTION>
Assets FUND I FUND J FUND K FUND L FUND M LOANS TOTAL
-----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Investments:
Short-term money market instruments $ - - - - - - 4,801,205
Investment contracts,
at contract value - - - - - - 37,736,421
Pooled investment funds 207,491 47,147 537,567 183,656 217,553 - 64,110,059
Ryder System, Inc. Common Stock - - - - - - 12,480,570
Participant loans receivable - - - - - 9,969,129 9,969,129
-----------------------------------------------------------------------
Total investments 207,491 47,147 537,567 183,656 217,553 9,969,129 129,097,384
Contributions receivable and other 962 187 655 515 368 (57,903) 131,922
-----------------------------------------------------------------------
Total assets 208,453 47,334 538,222 184,171 217,921 9,911,226 129,229,306
Other liabilities 23 2 12 1 1 - 12,158
-----------------------------------------------------------------------
Net assets available for plan benefits 208,430 47,332 538,210 184,170 217,920 9,911,226 129,217,148
=======================================================================
Participant units outstanding 17,035 4,369 15,368 7,733 5,022
===============================================
Participant unit value 12.24 10.83 35.02 23.82 43.39
===============================================
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1996
Assets 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>
Investments:
Short-term money market instruments $ 231,729 6,070,268 - - - - - -
Investment contracts, at
contract value - 39,399,528 - - - - - -
Pooled investment funds - 12,723,900 28,154,846 8,917,835 5,622,209 514,848 292,821
Ryder System, Inc. Common Stock 12,315,811 - - - - - - -
Participant loans receivable - - - - - - - -
-----------------------------------------------------------------------------------------
Total investments 12,547,540 45,469,796 12,723,900 28,154,846 8,917,835 5,622,209 514,848 292,821
Dividends and interest receivable 934 244,015 40,784 - 48 - - -
Contributions receivable and other 78,090 181,968 82,619 131,431 73,969 53,511 11,784 7,620
Interfund transfers receivable (payable) 43,172 197,991 56,380 (2,980) 11,765 12,265 1,264 719
-----------------------------------------------------------------------------------------
Total assets 12,669,736 46,093,770 12,903,683 28,283,297 9,003,617 5,687,985 527,896 301,160
Other liabilities 67,692 34,945 46,238 35,042 9,789 10,288 148 121
-----------------------------------------------------------------------------------------
Net assets available for plan benefits $12,602,044 46,058,825 12,857,445 28,248,255 8,993,828 5,677,697 527,748 301,039
=========================================================================================
Participant units outstanding 136,127 3,953,208 268,756 442,042 98,572 86,578 5,226 3,180
=========================================================================================
Participant unit value $ 92.58 11.65 47.84 63.90 91.24 65.58 100.98 94.65
=========================================================================================
<CAPTION>
Assets FUND I LOANS TOTAL
---------------------------------
<S> <C> <C> <C>
Investments:
Short-term money market instruments - - 6,301,997
Investment contracts, at
contract value - - 39,399,528
Pooled investment funds 119,603 - 56,346,062
Ryder System, Inc. Common Stock - - 12,315,811
Participant loans receivable - 9,520,303 9,520,303
---------------------------------
Total investments 119,603 9,520,303 123,883,701
Dividends and interest receivable - - 285,781
Contributions receivable and other 4,233 - 625,225
Interfund transfers receivable (payable) 176 (320,752) -
---------------------------------
Total assets 124,012 9,199,551 124,794,707
Other liabilities 2 1,080 205,345
---------------------------------
Net assets available for plan benefits 124,010 9,198,471 124,589,362
=================================
Participant units outstanding 1,371
========
Participant unit value 90.45
========
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1997
FUND A FUND B FUND C FUND D FUND E FUND F FUND G
-----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Net investment income:
Net appreciation(depreciation) in value
of investments $ 2,126,477 - 2,887,139 4,718,038 1,302,883 315,883 48,438
Dividends 125,637 - 703,239 1,741,482 876,911 204,145 71,656
Interest 4,241 2,730,396 (79) 2,798 2,598 1,213 93
-----------------------------------------------------------------------------------
Net investment income 2,256,355 2,730,396 3,590,299 6,462,318 2,182,392 521,241 120,187
-----------------------------------------------------------------------------------
Contributions:
Employer contributions 199,692 1,082,625 212,249 450,885 195,195 130,973 40,632
Employee contributions 716,703 3,052,395 848,608 1,805,939 815,684 545,040 146,668
-----------------------------------------------------------------------------------
Total contributions 916,395 4,135,020 1,060,857 2,256,824 1,010,879 676,013 187,300
-----------------------------------------------------------------------------------
Participant loan repayments 346,980 1,517,122 422,003 817,978 312,672 214,910 20,708
-----------------------------------------------------------------------------------
Total additions 3,519,730 8,382,538 5,073,159 9,537,120 3,505,943 1,412,164 328,195
-----------------------------------------------------------------------------------
Deductions from net assets attributed to:
Distributions to plan participants and other 1,812,957 7,228,883 1,443,754 3,915,276 1,197,043 737,436 60,605
Transfers to other plans 628,080 1,348,144 589,636 1,936,246 642,962 416,950 130,307
Plan fees and expenses 16,773 135,987 21,699 40,047 12,558 7,106 1,143
Loans to participants 700,075 2,112,039 726,672 1,325,835 430,959 268,052 48,911
Interfund transfers 467,358 1,011,186 (988,182) 1,182,965 (465,825) (54,520) (93,217)
-----------------------------------------------------------------------------------
Total deductions 3,625,243 11,836,239 1,793,579 8,400,369 1,817,697 1,375,024 147,749
-----------------------------------------------------------------------------------
Net increase (decrease) (105,513) (3,453,701) 3,279,580 1,136,751 1,688,246 37,140 180,446
Net assets available for plan benefits:
Beginning of year 12,602,044 46,058,825 12,857,445 28,248,255 8,993,828 5,677,697 527,748
-----------------------------------------------------------------------------------
End of year $ 12,496,531 42,605,124 16,137,025 29,385,006 10,682,074 5,714,837 708,194
===================================================================================
<CAPTION>
FUND H FUND I FUND J FUND K FUND L FUND M LOAN FUND TOTAL
------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Net investment income:
Net appreciation(depreciation) in value
of investments 32,259 9,311 731 17,121 (32,761) (19,899) - 11,405,620
Dividends 27,812 8,592 860 5,134 31,161 18,779 - 3,815,408
Interest 78 19 12 67 97 60 596,574 3,338,167
------------------------------------------------------------------------------------
Net investment income 60,149 17,922 1,603 22,322 (1,503) (1,060) 596,574 18,559,195
------------------------------------------------------------------------------------
Contributions:
Employer contributions 25,102 14,844 1,415 4,908 2,659 4,798 - 2,365,977
Employee contributions 86,670 53,849 11,610 35,313 18,723 19,895 - 8,157,097
------------------------------------------------------------------------------------
Total contributions 111,772 68,693 13,025 40,221 21,382 24,693 - 10,523,074
------------------------------------------------------------------------------------
Participant loan repayments 8,499 7,454 967 8,964 16,592 5,004 (3,699,853) -
------------------------------------------------------------------------------------
Total additions 180,420 94,069 15,595 71,507 36,471 28,637 (3,103,279) 29,082,269
------------------------------------------------------------------------------------
Deductions from net assets attributed to:
Distributions to plan participants
and other 20,203 14,321 156 - 466 10,884 1,384,798 17,826,782
Transfers to other plans 132,144 36,250 2,009 39,712 16,697 1,678 469,961 6,390,776
Plan fees and expenses 671 510 48 330 37 16 - 236,925
Loans to participants 16,587 20,445 2,000 15,019 3,633 566 (5,670,793) -
Interfund transfers (69,215) (61,877) (35,950) (521,764) (168,532) (202,427) - -
------------------------------------------------------------------------------------
Total deductions 100,390 9,649 (31,737) (466,703) (147,699) (189,283) (3,816,034) 24,454,483
------------------------------------------------------------------------------------
Net increase (decrease) 80,030 84,420 47,332 538,210 184,170 217,920 712,755 4,627,786
Net assets available for plan benefits:
Beginning of year 301,039 124,010 - - - - 9,198,471 124,589,362
------------------------------------------------------------------------------------
End of year 381,069 208,430 47,332 538,210 184,170 217,920 9,911,226 129,217,148
====================================================================================
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1996
FUND A FUND B FUND C FUND D FUND E FUND F FUND G
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Net investment income:
Net appreciation in value of investments $ 1,344,552 - 851,754 1,253,706 632,400 582,193 41,807
Dividends 246,822 - 1,241,269 1,711,694 836,487 227,725 (405)
Interest 11,124 2,735,032 - - - - -
-------------------------------------------------------------------------------
Net investment income 1,602,498 2,735,032 2,093,023 2,965,400 1,468,887 809,918 41,402
-------------------------------------------------------------------------------
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
-------------------------------------------------------------------------------
Plan merger - 1,037,975 - - - - -
Participant loan repayments 321,366 1,748,274 412,533 806,554 299,842 206,167 19,429
-------------------------------------------------------------------------------
Total additions 3,469,320 11,362,300 3,998,431 7,137,573 3,122,709 1,998,105 342,827
-------------------------------------------------------------------------------
Deductions from net assets attributed to:
Distributions to plan participants and other 833,492 3,146,724 644,631 1,289,641 460,897 331,634 45,089
Transfers to other plans 304,065 1,500,646 226,904 863,256 272,729 227,907 15,220
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)
-------------------------------------------------------------------------------
Total deductions 1,669,146 8,360,214 1,633,439 2,529,276 936,074 811,397 (335)
-------------------------------------------------------------------------------
Net increase 1,800,174 3,002,086 2,364,992 4,608,297 2,186,635 1,186,708 343,162
Net assets available for plan benefits:
Beginning of year 10,801,870 43,056,739 10,492,453 23,639,958 6,807,193 4,490,989 184,586
-------------------------------------------------------------------------------
End of year $12,602,044 46,058,825 12,857,445 28,248,255 8,993,828 5,677,697 527,748
===============================================================================
<CAPTION>
FUND H FUND I LOAN FUND TOTAL
------------------------------------------
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Net investment income:
Net appreciation in value of investments 22,028 8,801 - 4,737,241
Dividends - - - 4,263,592
Interest 413 729 597,818 3,345,116
------------------------------------------
Net investment income 22,441 9,530 597,818 12,345,949
------------------------------------------
Contributions:
Employer contributions 51,438 16,051 - 3,403,864
Employee contributions 123,025 60,266 - 11,709,881
------------------------------------------
Total contributions 174,463 76,317 - 15,113,745
------------------------------------------
Plan merger - - - 1,037,975
Participant loan repayments 9,536 3,237 (3,826,938) -
------------------------------------------
Total additions 206,440 89,084 (3,229,120) 28,497,669
------------------------------------------
Deductions from net assets attributed to:
Distributions to plan participants
and other 14,010 81,531 591,855 7,439,504
Transfers to other plans 55,601 (87) 354,994 3,821,235
Plan fees and expenses 465 133 - 209,245
Loans to participants 9,162 5,223 (5,450,409) -
Interfund transfers (40,692) (91,013) - -
------------------------------------------
Total deductions 38,546 (4,213) (4,503,560) 11,469,984
------------------------------------------
Net increase 167,894 93,297 1,274,440 17,027,685
Net assets available for plan benefits:
Beginning of year 133,145 30,713 7,924,031 107,561,677
------------------------------------------
End of year 301,039 124,010 9,198,471 124,589,362
==========================================
</TABLE>
14
<PAGE>
5. TRANSFERS TO OTHER PLANS
The Company also sponsors the Ryder System, Inc. Employee Savings Plan B
("Plan B") for salaried employees. Account balances of non-salaried
employees in the Plan, who are subsequently promoted to a salaried
position, are, in turn, transferred to Plan B. Transfers to Plan B for 1997
and 1996 amounted to $2,138,084 and $3,821,235, respectively.
Due to the sale of the Company's automotive carrier and consumer truck
rental businesses, as well as the out-sourcing of various information
technology functions, plan assets of $4,252,692 were transferred from
the Plan to other plans, respectively.
6. PLAN MERGER
On October 1, 1996, the Managed Logistics Systems 401(k) Plan was merged
with the Plan and assets of $1,037,975 were transferred into the Plan.
7. RELATED PARTY TRANSACTIONS
The Plan holds shares of Ryder System, Inc. common stock and recorded
dividend income, net realized gains on sale and net unrealized appreciation
in value of these securities.
Certain Plan investments are/were shares of mutual funds managed by
Fidelity Management Company or State Street Bank. These fund managers
are/were affiliated with the Plan's current/former trustee and, therefore,
these transactions qualify as party-in-interest.
8. PLAN 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.
15
<PAGE>
9. TAX STATUS 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.
10. PLAN FEES AND EXPENSES
Generally, Plan fees and expenses are paid by the participants. At its
discretion, the Company may elect to pay some administrative and marketing
expenses.
16
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
23.1 Independent Auditors' Consent
99.1 Item 27A - Schedule of Assets Held for
Investment Purposes - December 31, 1997
99.2 Item 27d - Schedule of Reportable Transactions
December 31, 1997
17
EXHIBIT 23.1
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. of our report dated June 26, 1998,
relating to the statements of net assets available for plan benefits of the
Ryder System, Inc. Employee Savings Plan A as of December 31, 1997 and 1996, the
related statements of changes in net assets available for plan benefits for the
years then ended, and the supplemental Schedule of Assets Held for Investment
Purposes as of December 31, 1997, and Schedule of Reportable Transactions for
the year ended December 31, 1997, which report appears in the December 31, 1997
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
Miami, Florida
June 26, 1998
18
EXHIBIT 99.1
<TABLE>
<CAPTION>
RYDER SYSTEM, INC. EMPLOYEE SAVINGS PLAN A
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
NUMBER OF
SHARES, UNITS
OR PRINCIPAL MARKET
ISSUER AMOUNTS COST VALUE
- ----------------------------------- ------------- ------------- -----------
<S> <C> <C> <C>
Ryder System, Inc. Common Stock Fund 1,246,810 $ 11,682,070 12,480,570
Fidelity Short-Term Interest Fund 4,801,205 4,801,205 4,801,205
Fidelity U.S. Equity-Income Fund 307,536 15,356,989 16,117,961
Putnam Voyager Fund(A) 1,540,438 18,815,636 29,345,351
Fidelity Contrafund 228,714 10,695,972 10,664,928
Fidelity Diversified International Fund 353,577 5,972,586 5,703,196
Fidelity Asset Manager Growth 38,183 726,015 705,618
Fidelity Asset Manager 20,686 379,652 379,591
Fidelity Asset Manager Income 17,035 207,777 207,491
Fidelity U.S. Bond Index Fund 4,369 46,728 47,147
Spartan U.S. Equity Index Fund 15,368 521,786 537,567
Fidelity Emerging Growth Fund 7,733 214,843 183,656
Fidelity Growth Company Fund 5,022 236,996 217,553
Participant Loans 9,969,129 9,969,129 9,969,129
------------- -----------
$ 79,627,384 91,360,963
============= ===========
</TABLE>
<TABLE>
<CAPTION>
NUMBER OF
SHARE,UNITS
OR PRINCIPAL CONTRACT
INVESTMENT CONTRACTS: AMOUNTS VALUE
- ------------------------------------------------------------------------------------------------ ------------ -----------
<S> <C> <C> <C> <C> <C>
Aetna Life Insurance Co. 014162 7.85% 3/31/98 2,848,524 $ 2,848,524
AIG Financial Products Corp. 163083 6.48% 1/15/98 1,793,714 1,793,714
AIG Life Insurance Co. GIC-898 7.08% 6/30/98 746,950 746,950
Allstate Life Insurance Co. 6006 6.87% 4/02/01 1,319,909 1,319,909
Continental Assurance Co. GP-12917 5.17% 3/31/99 1,300,123 1,300,123
Continental Assurance Co. GP-24037-006 6.04% 12/31/99 1,060,803 1,060,803
John Hancock Mutual Life Insurance Co. 7747 8.02% 9/30/98 2,103,932 2,103,932
John Hancock Mutual Life Insurance Co. 8613 7.21% 10/02/00 1,170,696 1,170,696
John Hancock Mutual Life Insurance Co. 9063 7.33% 12/31/98 171,639 171,639
John Hancock Mutual Life Insurance Co. 62 5.83% 11/03/98 46,144 46,144
LaSalle National Bank LaSalle Pool 5.74% 1/05/98 498,082 498,082
Life of Virginia GS-2736 4.89% 12/31/98 754,776 754,776
Lincoln National Corp. GA-9591 5.00% 6/30/98 860,694 860,694
MBIA MBIA/CNA 24000 6.04% 6/30/99 920,670 920,670
Metropolitan Life GAC 24757 6.42% 12/31/99 1,510,354 1,510,354
New York Life GA30317 6.29% 6/30/98 1,091,562 1,091,562
New York Life GA30317002 6.44% 5/14/98 1,710,806 1,710,806
Pacific Life Insurance Co. G-26167.01 6.05% 1/21/98 542,809 542,809
Peoples Security Life BDA00532FR-00 5.52% 12/31/98 1,678,842 1,678,842
Peoples Security Life BDA00626FR-00 7.03% 9/30/98 1,599,373 1,599,373
Peoples Security Life BDA00367TR-02 6.16% 1/15/98 1,757,420 1,757,420
Principal Mutual 42112901 5.95% 6/30/98 936,849 936,849
Principal Mutual 42112902 7.05% 6/30/98 1,377,173 1,377,173
Provident Life & Accident Co. 627-05400-01A 6.35% 3/31/98 1,259,015 1,259,015
Prudential Insurance Co. of America 007819 211 5.77% 7/31/98 2,834,277 2,834,277
Transamerica Life Insurance and Annuity Co.76710 6.38% 1/26/98 1,429,425 1,429,425
Transamerica Occidental Life Insurance Co. 51214 7.10% 3/31/98 2,615,361 2,615,361
Union Bank of Switzerland 2340 6.40% 1/06/98 1,796,499 1,796,499
---------- -----------
37,736,421 $37,736,421
========== ===========
</TABLE>
19
EXHIBIT 99.2
<TABLE>
<CAPTION>
RYDER SYSTEM, INC. EMPLOYEE SAVINGS PLAN A
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
DECEMBER 31, 1997
NUMBER OF COST OF NUMBER OF PROCEEDS COST OF REALIZED
PURCHASES PURCHASES SALES FROM SALES ASSETS SOLD GAIN
--------- ------------ --------- ----------- ----------- --------
<S> <C> <C> <C> <C> <C> <C>
Putnam Voyager Fund 105 $ 22,701,949 - - - -
Ryder System, Inc. Common Stock Fund 105 9,352,984 - - - -
Fidelity Contrafund 103 11,988,818 - - - -
Fidelity U.S. Equity Income Fund 105 16,873,411 - - - -
Fidelity Diversified International Fund 103 6,719,138 - - - -
</TABLE>
20
