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 STUDENT TRANSPORTATION SERVICES, INC.
RETIREMENT/SAVINGS PLAN
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 15
\bullet\ Independent Auditors' Consent 16
\bullet\ Item 27A - Schedule of Assets Held for Investment Purposes
December 31, 1997 17
\bullet\ Item 27d - Schedule of Reportable Transactions
December 31, 1997 18
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 STUDENT TRANSPORTATION SERVICES,
INC. RETIREMENT/SAVINGS PLAN
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 Student Transportation Services, Inc. Retirement/Savings Plan:
We have audited the accompanying statements of net assets available for plan
benefits of Ryder Student Transportation Services, Inc. Retirement/Savings Plan
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>
RYDER STUDENT TRANSPORTATION SERVICES, INC. RETIREMENT/SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1997 AND 1996
1997 1996
---------- ----------
Assets
Investments:
Short-term money market instruments $ 476,496 38,171
Investment contracts, at contract value 3,742,738 4,077,233
Pooled investment funds
(cost: 1997 - $4,247,856; 1996 - $2,492,367) 4,156,928 2,668,758
Ryder System, Inc. Common Stock
(cost: 1997 - $12,853; 1996 - $0) 12,132 --
Participant loans receivable 452,643 291,049
---------- ----------
Total investments 8,840,937 7,075,211
Contributions receivable and other 13,402 43,707
---------- ----------
Net assets available for plan benefits $8,854,339 7,118,918
========== ==========
See accompanying notes to financial statements.
3
<PAGE>
RYDER STUDENT TRANSPORTATION SERVICES, INC. RETIREMENT/SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
1997 1996
---------- ----------
Additions to net assets attributed to:
Investment income:
Net appreciation in value of investments $ 284,016 111,298
Dividends 496,050 435,299
Interest 161,572 18,933
---------- ----------
Net investment income 941,638 565,530
---------- ----------
Contributions:
Employer 338,198 458,721
Employee 1,404,838 1,235,117
---------- ----------
Total contributions 1,743,036 1,693,838
---------- ----------
Total additions 2,684,674 2,259,368
---------- ----------
Deductions from net assets attributed to:
Distributions to plan participants and other 932,110 672,539
Administrative expenses 17,143 --
---------- ----------
Total deductions 949,253 672,539
---------- ----------
Net increase 1,735,421 1,586,829
Net assets available for plan benefits:
Beginning of year 7,118,918 5,532,089
---------- ----------
End of year $8,854,339 7,118,918
========== ==========
See accompanying notes to financial statements.
4
<PAGE>
RYDER STUDENT TRANSPORTATION SERVICES, INC
RETIREMENT/SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF PLAN
The following description of the Ryder Student Transportation Services,
Inc. Retirement/Savings Plan (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, The Dreyfus Trust Co. was the Plan's
trustee.
ELIGIBILITY. Participation in the Plan is voluntary. However, to
participate in the Plan, an employee must meet certain eligibility
requirements related to employment date, age and service hours. In general,
part-time employees of Ryder Student Transportation Services, Inc. (the
"Company"), a subsidiary of Ryder System, Inc., ("RSI") 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 in either RSI sponsored
qualified savings plans, are excluded from participation in the Plan.
CONTRIBUTIONS. Each participant may elect to contribute to the Plan by
having his compensation reduced by a minimum of 1% of compensation up to a
maximum of the lesser of a) 15% of compensation, 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 100%
of the employee's annual contribution up to $200 per person. In addition,
each Plan year, the Company, at its discretion, may make a profit sharing
contribution. The Company made a profit sharing contribution of $113,565
and $115,338 for 1997 and 1996, respectively.
PARTICIPANT ACCOUNTS. Each participant's account is credited with the
participant's contribution and allocations of (a) the Company's
contributions 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.
VESTING. Participants are immediately vested in their contributions plus
earnings thereon. Participants' are fully vested in the Company
contributions at all times.
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.
5
<PAGE>
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
percent 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 $245,726 and $261,016, 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.
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. Investements in short-term instruments are stated at cost
which approximates fair value. Investment in fully benefit-responsive
insurance company and bank investment contracts are stated at contact value
(which approximates fair market value) which represents contributions made
under the contracts plus interest at the contract rate, less funds for
withdrawals. Pooled investment funds are valued at quoted market prices,
which represent the net asset value of the securities held in such funds.
RSI 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
RSI common stock are recorded on the record date. Interest income is
recorded on the accrual basis.
PAYMENT OF BENEFITS. Benefits are recognized when paid.
6
<PAGE>
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:
1997 1996
---------- ----------
Fidelity U.S. Equity-Income Fund $1,933,744 $ --
Fidelity Diversified International Fund 741,092 --
Fidelity Emerging Growth Fund 1,198,806 --
Fidelity Puritan Fund -- 1,294,885
Fidelity Worldwide Fund -- 546,475
Dreyfus New Leaders Fund -- 827,398
4. PLAN INVESTMENT FUNDS
Investment Fund A ("Fund A") - Fund A invests in short-term money market
instruments and investment contracts with insurance companies, banks and
other financial institutions. Effective July 1, 1997, monies in the
short-term interest income fund managed by Dreyfus Trust Company were
transferred to the Fidelity Short-term Interest Fund. Fund A continues to
maintain investments in fully benefit-responsive investment contracts
(yields ranging from 4.9% to 8.0%) with various insurance companies, banks
and financial institutions.
Investment Fund B ("Fund B") - Fund B is invested in a broadly diversified
portfolio of high yielding securities such as common stocks, preferred
stocks and bonds. This fund had been invested solely in shares of the
Fidelity Puritan Fund. On July 1, 1997, holdings in the Fidelity Puritan
Fund were liquidated and reinvested in the Fidelity U.S. Equity-Income
Fund.
Investment Fund C ("Fund C") - Fund C invests mainly in equity securities
issued by companies of all sizes anywhere in the world, including the
United States. Fund C may also invest in debt securities of any quality.
This fund had been invested solely in shares of the Fidelity Worldwide
Fund. On July 1, 1997, holdings in the Fidelity Worldwide Fund were
liquidated and reinvested in the Fidelity Diversified International Fund.
Investment Fund D ("Fund D") - Fund D invests in emerging smaller-sized
companies, both domestic and foreign, which are characterized by new or
innovative products, services or processes. This fund had been invested
solely in shares of the Dreyfus New Leaders Fund. On July 1, 1997, holdings
in the Dreyfus New Leaders Fund were liquidated and reinvested in the
Fidelity Emerging Growth Fund.
Investment Fund E ("Fund E") - Fund E invests only in shares of Ryder
System, Inc. Shares in this fund are purchased on a regular and continuous
basis. Dividends are automatically reinvested in the common stock.
Investment Fund F ("Fund F") - Fund F, the Fidelity Asset Manager Growth
Fund, was added as an investment option in the Plan on July 1, 1997. 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.
7
<PAGE>
Investment Fund G ("Fund G") - Fund G, the Fidelity Asset Manager Fund, was
added as an investment option in the Plan on July 1, 1997. 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.
Investment Fund H ("Fund H") - Fund H, the Fidelity Asset Manager Income
Fund, was added as an investment option in the Plan on July 1, 1997. 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.
Investment Fund I ("Fund I") - Fund I, the Fidelity U.S. Bond Index Fund,
was added as an investment option in the Plan on 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 J ("Fund J") - Fund J, the Spartan U.S. Equity Index Fund,
was added as an investment option in the Plan on 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 K ("Fund K") - Fund K, the Putnam Voyager Fund(A), was
added as an investment option in the Plan on July 1, 1997. This fund
invests 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.
Investment Fund L ("Fund L") - Fund L, the Fidelity Growth Company Fund,
was added as an investment option in the Plan on 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.
Investment Fund M ("Fund M") - Fund M, the Fidelity Contrafund Fund, was
added as an investment option in the Plan on July 1, 1997. 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.
8
<PAGE>
The number of participants' accounts in each of the funds at December 31,
1997 and 1996 is as follows:
1997 1996
----- -----
Fund A 3,878 5,577
Fund B 895 843
Fund C 622 589
Fund D 746 719
Fund E 34 N/A
Fund F 29 N/A
Fund G 25 N/A
Fund H 17 N/A
Fund I 27 N/A
Fund J 59 N/A
Fund K 40 N/A
Fund L 58 N/A
Fund M 72 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.
9
<PAGE>
<TABLE>
<CAPTION>
NET ASSETS AVAILABLE FOR PLAN BENEFITS
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>
Assets
Investments:
Short-term money market instruments $ 476,496 -- -- -- -- -- --
Investment contracts 3,742,738 -- -- -- -- -- --
Pooled investment funds -- 1,933,744 741,092 1,198,806 -- 24,977 24,563
Ryder System, Inc. Common Stock -- -- -- -- 12,132 -- --
Participant loans receivable -- -- -- -- -- -- --
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total investments 4,219,234 1,933,744 741,092 1,198,806 12,132 24,977 24,563
Contributions receivable and other 7,383 3,339 1,776 2,706 35 38 28
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net assets available for plan benefits $4,226,617 1,937,083 742,868 1,201,512 12,167 25,015 24,591
========== ========== ========== ========== ========== ========== ==========
Participant units outstanding 4,219,234 36,896 45,945 50,476 1,212 1,352 1,339
========== ========== ========== ========== ========== ========== ==========
Participant unit value $ 1.00 52.50 16.17 23.80 10.04 18.50 18.37
========== ========== ========== ========== ========== ========== ==========
LOAN
FUND H FUND I FUND J FUND K FUND L FUND M FUND
--------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets
Investments:
Short-term money market instruments -- -- -- -- -- -- --
Investment contracts -- -- -- -- -- -- --
Pooled investment funds 10,078 4,703 89,772 35,951 38,549 54,693 --
Ryder System, Inc. Common Stock -- -- -- -- -- -- --
Participant loans receivable -- -- -- -- -- -- 452,643
--------- --------- --------- --------- --------- --------- ---------
Total investments 10,078 4,703 89,772 35,951 38,549 54,693 452,643
Contributions receivable and other 9 26 114 56 76 105 (2,289)
--------- --------- --------- --------- --------- --------- ---------
Net assets available for plan benefits 10,087 4,729 89,886 36,007 38,625 54,798 450,354
========= ========= ========= ========= ========= ========= =========
Participant units outstanding 827 436 2,566 1,887 890 1,173
========= ========= ========= ========= ========= =========
Participant unit value 12.20 10.85 35.03 19.08 43.40 46.72
========= ========= ========= ========= ========= =========
TOTAL
Assets ---------
Investments:
Short-term money market instruments 476,496
Investment contracts 3,742,738
Pooled investment funds 4,156,928
Ryder System, Inc. Common Stock 12,132
Participant loans receivable 452,643
---------
Total investments 8,840,937
Contributions receivable and other 13,402
---------
Net assets available for plan benefits 8,854,339
=========
Participant units outstanding
Participant unit value
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1996
LOAN
FUND A FUND B FUND C FUND D FUND TOTAL
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Assets
Investments:
Short-term money market instruments $ 38,171 -- -- -- -- 38,171
Investment contracts 4,077,233 -- -- -- -- 4,077,233
Pooled investment funds 1,294,885 546,475 827,398 -- 2,668,758
Participant loans receivable -- -- -- -- 291,049 291,049
---------- ---------- ---------- ---------- ---------- ----------
Total investments 4,115,404 1,294,885 546,475 827,398 291,049 7,075,211
Contributions receivable and other 26,363 11,506 6,471 9,808 (10,441) 43,707
---------- ---------- ---------- ---------- ---------- ----------
Net assets available for plan benefits $4,141,767 1,306,391 552,946 837,206 280,608 7,118,918
========== ========== ========== ========== ========== ==========
Participant units outstanding 4,077,233 74,120 34,939 19,977
========== ========== ========== ==========
Participant unit value $ 1.02 17.63 15.83 41.91
========== ========== ========== ==========
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1997
FUND A FUND B FUND C FUND D FUND E
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Net investment income:
Net appreciation(depreciation)
in value of investments $ -- 282,477 52,373 (41,861) (755)
Dividends 122,912 97,143 26,439 234,584 --
Interest 133,949 5 5 8 --
---------- ---------- ---------- ---------- ----------
Net investment income 256,861 379,625 78,817 192,731 (755)
---------- ---------- ---------- ---------- ----------
Contributions:
Employer contributions 174,775 66,851 34,585 55,589 1,300
Employee contributions 606,954 324,497 166,034 256,320 3,448
---------- ---------- ---------- ---------- ----------
Total contributions 781,729 391,348 200,619 311,909 4,748
---------- ---------- ---------- ---------- ----------
Participant loan repayments 97,723 15,665 12,346 16,690 211
---------- ---------- ---------- ---------- ----------
Total additions 1,136,313 786,638 291,782 521,330 4,204
---------- ---------- ---------- ---------- ----------
Deductions from net assets attributed to:
Distributions to plan participants
and other 658,579 110,950 47,451 93,582 697
Plan fees and expenses 15,473 454 702 286 3
Loans to participants 183,267 52,108 27,022 45,922 18
Interfund transfers 194,144 (7,566) 26,685 17,234 (8,681)
---------- ---------- ---------- ---------- ----------
Total deductions 1,051,463 155,946 101,860 157,024 (7,963)
---------- ---------- ---------- ---------- ----------
Net increase 84,850 630,692 189,922 364,306 12,167
Net assets available for plan benefits:
Beginning of year 4,141,767 1,306,391 552,946 837,206 --
---------- ---------- ---------- ---------- ----------
End of year $4,226,617 1,937,083 742,868 1,201,512 12,167
========== ========== ========== ========== ==========
FUND F FUND G FUND H FUND I FUND J
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Net investment income:
Net appreciation(depreciation)
in value of investments (1,481) (653) (55) 54 2,239
Dividends 2,514 1,644 350 69 720
Interest -- -- -- -- --
---------- ---------- ---------- ---------- ----------
Net investment income 1,033 991 295 123 2,959
---------- ---------- ---------- ---------- ----------
Contributions:
Employer contributions 595 351 320 645 516
Employee contributions 4,259 2,848 978 2,673 12,464
---------- ---------- ---------- ---------- ----------
Total contributions 4,854 3,199 1,298 3,318 12,980
---------- ---------- ---------- ---------- ----------
Participant loan repayments 94 182 38 182 226
---------- ---------- ---------- ---------- ----------
Total additions 5,981 4,372 1,631 3,623 16,165
---------- ---------- ---------- ---------- ----------
Deductions from net assets attributed to:
Distributions to plan participants
and other (570) -- -- 321 274
Plan fees and expenses 9 12 3 18 110
Loans to participants 5 79 -- 79 26
Interfund transfers (18,478) (20,310) (8,459) (1,524) (74,131)
---------- ---------- ---------- ---------- ----------
Total deductions (19,034) (20,219) (8,456) (1,106) (73,721)
---------- ---------- ---------- ---------- ----------
Net increase 25,015 24,591 10,087 4,729 89,886
Net assets available for plan benefits:
Beginning of year -- -- -- -- --
---------- ---------- ---------- ---------- ----------
End of year 25,015 24,591 10,087 4,729 89,886
========== ========== ========== ========== ==========
LOAN
FUND K FUND L FUND M FUND TOTAL
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Net investment income:
Net appreciation(depreciation)
in value of investments (1,116) (3,244) (3,962) -- 284,016
Dividends 1,933 3,422 4,320 -- 496,050
Interest -- -- -- 27,605 161,572
---------- ---------- ---------- ---------- ----------
Net investment income 817 178 358 27,605 941,638
---------- ---------- ---------- ---------- ----------
Contributions:
Employer contributions 548 1,301 822 -- 338,198
Employee contributions 5,916 7,728 10,719 -- 1,404,838
---------- ---------- ---------- ---------- ----------
Total contributions 6,464 9,029 11,541 -- 1,743,036
---------- ---------- ---------- ---------- ----------
Participant loan repayments 208 511 714 (144,790) --
---------- ---------- ---------- ---------- ----------
Total additions 7,489 9,718 12,613 (117,185) 2,684,674
---------- ---------- ---------- ---------- ----------
Deductions from net assets attributed to:
Distributions to plan participants
and other (570) -- (345) 21,741 932,110
Plan fees and expenses 6 12 55 -- 17,143
Loans to participants 38 83 25 (308,672) --
Interfund transfers (27,992) (29,002) (41,920) -- --
---------- ---------- ---------- ---------- ----------
Total deductions (28,518) (28,907) (42,185) (286,931) 949,253
---------- ---------- ---------- ---------- ----------
Net increase 36,007 38,625 54,798 169,746 1,735,421
Net assets available for plan benefits:
Beginning of year -- -- -- 280,608 7,118,918
---------- ---------- ---------- ---------- ----------
End of year 36,007 38,625 54,798 450,354 8,854,339
========== ========== ========== ========== ==========
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1996
LOAN
FUND A FUND B FUND C FUND D FUND TOTAL
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Net investment income:
Net appreciation in value of investments $ -- 13,751 53,918 43,629 -- 111,298
Dividends 222,097 137,544 18,425 57,233 -- 435,299
Interest 170 76 39 60 18,588 18,933
---------- ---------- ---------- ---------- ---------- ----------
Net investment income 222,267 151,371 72,382 100,922 18,588 565,530
---------- ---------- ---------- ---------- ---------- ----------
Contributions:
Employer contributions 289,751 75,697 35,865 57,408 -- 458,721
Employee contributions 633,973 276,468 127,994 196,682 -- 1,235,117
---------- ---------- ---------- ---------- ---------- ----------
Total contributions 923,724 352,165 163,859 254,090 -- 1,693,838
---------- ---------- ---------- ---------- ---------- ----------
Participant loan repayments 63,919 10,194 7,888 7,599 (89,600) --
---------- ---------- ---------- ---------- ---------- ----------
Total additions 1,209,910 513,730 244,129 362,611 (71,012) 2,259,368
---------- ---------- ---------- ---------- ---------- ----------
Deductions from net assets attributed to:
Distributions to plan participants
and other 499,792 75,376 27,161 38,976 31,234 672,539
Loans to participants 161,721 13,695 10,899 17,538 (203,853) --
Interfund transfers 260,928 (104,343) (45,821) (110,764) -- --
---------- ---------- ---------- ---------- ---------- ----------
Total deductions 922,441 (15,272) (7,761) (54,250) (172,619) 672,539
---------- ---------- ---------- ---------- ---------- ----------
Net increase 287,469 529,002 251,890 416,861 101,607 1,586,829
Net assets available for plan benefits:
Beginning of year 3,854,298 777,389 301,056 420,345 179,001 5,532,089
---------- ---------- ---------- ---------- ---------- ----------
End of year $4,141,767 1,306,391 552,946 837,206 280,608 7,118,918
========== ========== ========== ========== ========== ==========
</TABLE>
13
<PAGE>
5. 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 or were shares of mutual funds managed by
Fidelity Management Company or The Dreyfus Trust Co. These fund managers
are/were affiliated with the Plan's current/former trustee and, therefore,
these transactions qualify as party-in-interest.
6. 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.
7. 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.
8. 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.
14
<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
15
INDEPENDENT AUDITORS' CONSENT
The Participants and Administrator
Ryder Student Transportation Services, Inc. Retirement/Savings Plan
We consent to incorporation by reference in the Registration Statement (No.
333-57599) on Form S-8 of Ryder System, Inc. of our report dated June 26, 1997,
relating to the statements of net assets available for plan benefits of the
Ryder Student Transportation Services, Inc. Retirement/Savings Plan 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, 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
Student Transportation Services, Inc. Retirement/Savings Plan filed by Ryder
System, Inc.
/s/ KPMG PEAT MARWICK LLP
Miami, Florida
June 26, 1998
16
EXHIBIT 99.1
<TABLE>
<CAPTION>
RYDER STUDENT TRANSPORTATION SERVICES, INC. RETIREMENT/SAVINGS PLAN
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>
Fidelity Short-term Interest Fund 476,496 $ 476,496 476,496
Fidelity U.S. Equity-Income Fund 36,896 1,830,705 1,933,744
Fidelity Diversified International Fund 45,945 774,847 741,092
Fidelity Emerging Growth Fund 50,476 1,350,819 1,198,806
Ryder System, Inc. Common Stock Fund 1,212 12,853 12,132
Fidelity Asset Manager Growth Fund 1,352 26,469 24,977
Fidelity Asset Manager Fund 1,339 25,220 24,563
Fidelity Asset Manager Income Fund 827 10,136 10,078
Fidelity U.S. Bond Index Fund 436 4,651 4,703
Spartan U.S. Equity Index Fund 2,566 87,536 89,772
Putnam Voyager Fund(A) 1,887 37,074 35,951
Fidelity Growth Company Fund 890 41,743 38,549
Fidelity Contrafund 1,173 58,656 54,693
Participant Loans 452,643 452,643 452,643
---------- ----------
$5,189,848 5,098,199
========== ==========
</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% 3/31/98 282,520 $282,520
AIG Financial Products Corp. 163083 6.48% 1/15/98 177,902 177,902
AIG Life Insurance Co. GIC-898 7.08% 6/30/98 74,083 74,083
Allstate Life Insurance Co. 6006 6.87% 4/02/01 130,910 130,910
Continental Assurance Co. GP-12917 5.17% 3/31/99 128,948 128,948
Continental Assurance Co GP-24037-006 6.04% 12/31/99 105,212 105,212
John Hancock Mutual Life Insurance Co. 7747 8.02% 9/30/98 208,670 208,670
John Hancock Mutual Life Insurance Co. 8613 7.21% 10/02/00 116,111 116,111
John Hancock Mutual Life Insurance Co. 9063 7.33% 12/31/98 17,023 17,023
John Hancock Mutual Life Insurance Co. 62 5.83% 11/03/98 4,577 4,577
Lasalle National Bank LaSalle Pool 5.74% 1/05/98 49,400 49,400
Life of Virginia GS-2736 4.89% 12/31/98 74,859 74,859
Lincoln National Corp. GA-9591 5.00% 6/30/98 85,365 85,365
MBIA MBIA/CNA 24000 6.04% 6/30/99 91,313 91,313
Metropolitan Life GAC24757 6.42% 12/31/99 149,799 149,799
New York Life GA30317 6.29% 6/30/98 108,262 108,262
New York Life GA30317002 6.44% 5/14/98 169,679 169,679
Pacific Life Insurance Co. G-26167.01 6.05% 1/21/98 53,836 53,836
Peoples Security Life BDA00532FR-00 5.52% 12/31/98 166,509 166,509
Peoples Security Life BDA00626FR-00 7.03% 9/30/98 158,628 158,628
Peoples Security Life BDA00367TR-02 6.16% 1/15/98 174,303 174,303
Principal Mutual 42112901 5.95% 6/30/98 92,918 92,918
Principal Mutual 42112902 7.05% 6/30/98 136,589 136,589
Provident Life & Accident Co. 627-05400-01A 5.35% 3/31/98 124,870 124,870
Prudential Insurance Co. of America 007819211 5.77% 7/31/98 281,107 281,107
Transamerica Life Insurance and Annuity Co. 76710 6.38% 1/26/98 141,772 141,772
Transamerica Occidential Life Insurance Co. 51214 7.10% 3/31/98 259,394 259,394
Union Bank of Switzerland 2340 6.40% 1/06/98 178,179 178,179
---------- ----------
3,742,738 $3,742,738
========== ==========
</TABLE>
17
EXHIBIT 99.2
<TABLE>
<CAPTION>
RYDER STUDENT TRANSPORTATION SERVICES, INC. RETIREMENT/SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
DECEMBER 31, 1997
NUMBER OF COST OF NUMBER OF PROCEEDS COST OF REALIZED
PURCHASES PURCHASES SALES FROM SALE ASSETS SOLD GAIN
--------- ---------- --------- ---------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Fidelity U.S. Equity-Income Fund 87 1,979,139 -- -- -- --
Fidelity Emerging Growth Fund 86 1,479,652 -- -- -- --
Fidelity Diversified International Fund 82 876,911 -- -- -- --
</TABLE>
18
