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 B
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 B
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 B:
We have audited the accompanying statements of net assets available for plan
benefits of Ryder System, Inc. Employee Savings Plan B 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 B
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 $ 8,144,729 10,971,983
Investment contracts, at contract value 64,010,849 67,208,528
Pooled investment funds
(cost: 1997 - $169,040,578; 1996 - $124,511,259) 194,160,365 154,271,812
Ryder System, Inc. Common Stock
(cost: 1997 - $19,765,503; 1996 - $20,795,669) 30,527,106 29,175,314
Participant loans receivable 18,433,772 17,404,300
------------- -----------
Total investments 315,276,821 279,031,937
Dividends and interest receivable - 522,688
Contributions receivable and other 2,711 1,259,141
------------- -----------
Total assets 315,279,532 280,813,766
Other liabilities 10,363 479,147
------------- -----------
Net assets available for plan benefits $ 315,269,169 280,334,619
============= ===========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
RYDER SYSTEM, INC. EMPLOYEE SAVINGS PLAN B
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 $ 31,989,104 12,722,295
Dividends 11,641,598 11,756,110
Interest 5,964,011 5,874,644
------------- ----------
Net investment income 49,594,713 30,353,049
------------- ----------
Contributions:
Employer 7,938,931 7,667,665
Employee 26,180,507 26,635,266
------------- ----------
Total contributions 34,119,438 34,302,931
------------- ----------
Plan merger - 2,115,930
Transfers from other plans - 3,821,235
------------- ----------
Total additions 83,714,151 70,593,145
------------- ----------
Deductions from net assets attributed to:
Distributions to plan participants and other 28,779,477 17,354,994
Transfers to other plans,net 19,493,788 -
Administrative expenses 506,336 397,922
------------- ----------
Total deductions 48,779,601 17,752,916
------------- ----------
Net increase 34,934,550 52,840,229
Net assets available for plan benefits:
Beginning of year 280,334,619 227,494,390
------------- ----------
End of year $ 315,269,169 280,334,619
============= ===========
See accompanying notes to financial statements.
4
<PAGE>
RYDER SYSTEM, INC. EMPLOYEE SAVINGS PLAN B
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF PLAN
The following description of the Ryder System, Inc. Employee Savings Plan B
(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, established January 1, 1993, 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, 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 $888,782 and $229,979, 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.
The 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 $ 30,527,106 $ 29,175,314
Fidelity U.S. Equity-Income Fund 45,634,229 -
Putnam Voyager Fund (A) 77,112,394 71,256,207
Fidelity Contrafund 37,325,151 -
Fidelity Diversified International Fund 19,471,258 -
Lord Abbett Affiliated Fund - 33,189,878
Mutual Series Fund, Inc.,Qualified Income Fund - 29,008,889
Templeton Foreign Fund - 17,626,334
</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, monies 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, holdings were
invested in the Life Solutions Income & Growth Fund managed by State
Street. Effective July 1, 1997, holdings 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 3,968 3,886
Fund B 9,626 7,933
Fund C 3,916 3,461
Fund D 5,424 5,456
Fund E 3,699 3,419
Fund F 3,136 3,005
Fund G 916 509
Fund H 555 317
Fund I 238 113
Fund J 170 N/A
Fund K 547 N/A
Fund L 421 N/A
Fund M 510 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
----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Investments:
Short-term money market instruments - 8,144,729 - - - - -
Investment contracts $ - 64,010,849 - - - - -
Pooled investment funds - - 45,634,229 77,112,394 37,325,151 19,471,258 3,461,220
Ryder System, Inc. Common Stock 30,527,106 - - - - - -
Participant loans receivable - - - - - - -
----------------------------------------------------------------------------------------
Total investments 30,527,106 72,155,578 45,634,229 77,112,394 37,325,151 19,471,258 3,461,220
Contributions receivable and other 256 570 289 562 327 223 90
----------------------------------------------------------------------------------------
Total assets 30,527,362 72,156,148 45,634,518 77,112,956 37,325,478 19,471,481 3,461,310
Other liabilities 953 4,003 1,211 2,374 1,018 574 99
----------------------------------------------------------------------------------------
Net assets available for plan benefits $ 30,526,409 72,152,145 45,633,307 77,110,582 37,324,460 19,470,907 3,461,211
========================================================================================
Participant units outstanding 3,046,661 72,155,578 870,716 4,047,894 800,454 1,207,146 187,295
========================================================================================
Participant unit value $ 10.02 1.00 52.41 19.05 46.63 16.13 18.48
========================================================================================
<CAPTION>
Assets FUND H FUND I FUND J FUND K FUND L FUND M LOANS TOTAL
--------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments:
Short-term money market instuments - - - - - - - 8,144,729
Investment contracts - - - - - - - 64,010,849
Pooled investment funds 2,352,997 1,063,219 1,173,124 3,489,172 1,430,811 1,646,790 - 194,160,365
Ryder System, Inc. Common Stock - - - - - - - 30,527,106
Participant loans receivable - - - - - - 18,433,772 18,433,772
--------------------------------------------------------------------------------------------
Total investments 2,352,997 1,063,219 1,173,124 3,489,172 1,430,811 1,646,790 18,433,772 315,276,821
Contributions receivable and other 50 13 6 26 16 20 263 2,711
--------------------------------------------------------------------------------------------
Total assets 2,353,047 1,063,232 1,173,130 3,489,198 1,430,827 1,646,810 18,434,035 315,279,532
Other liabilities 65 24 2 20 19 1 - 10,363
--------------------------------------------------------------------------------------------
Net assets available for plan benefits 2,352,982 1,063,208 1,173,128 3,489,178 1,430,808 1,646,809 18,434,035 315,269,169
============================================================================================
Participant units outstanding 128,229 87,292 108,723 99,748 60,245 38,015
==================================================================
Participant unit value 18.35 12.18 10.79 34.98 23.75 43.32
==================================================================
</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
----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Investments:
Short-term money market instruments $ 655,632 10,316,351 - - - - -
Investment contracts, at
contract value $ - 67,208,528 - - - - -
Pooled investment funds - - 33,189,878 71,256,207 29,008,889 17,626,334 1,670,626
Ryder System, Inc. Common Stock 29,175,314 - - - - - -
Participant loans receivable - - - - - - -
----------------------------------------------------------------------------------------
Total investments 29,830,946 77,524,879 33,189,878 71,256,207 29,008,889 17,626,334 1,670,626
Dividends and interest receivable 2,178 415,485 104,872 - 153 - -
Contributions receivable and other 113,338 470,295 105,822 316,930 119,299 87,571 28,716
Interfund transfers receivable (payable) 98,833 253,928 110,582 (32,549) 36,885 28,226 2,561
----------------------------------------------------------------------------------------
Total assets 30,045,295 78,664,587 33,511,154 71,540,588 29,165,226 17,742,131 1,701,903
Other liabilities 156,710 77,104 114,570 80,796 21,316 26,668 1
----------------------------------------------------------------------------------------
Net assets available for plan benefits $ 29,888,585 78,587,483 33,396,584 71,459,792 29,143,910 17,715,463 1,701,902
========================================================================================
Participant units outstanding 322,405 6,741,744 698,700 1,117,543 319,442 269,906 16,541
========================================================================================
Participant unit value $ 92.71 11.66 47.80 63.94 91.23 65.64 102.89
========================================================================================
<CAPTION>
Assets FUND H FUND I LOANS TOTAL
-----------------------------------------------
<S> <C> <C> <C> <C>
Investments:
Short-term money market instruments
Investment contracts, at 10,971,983
contract value - - - 67,208,528
Pooled investment funds 1,132,059 387,819 - 154,271,812
Ryder System, Inc. Common Stock - - - 29,175,314
Participant loans receivable - - 17,404,300 17,404,300
-----------------------------------------------
Total investments 1,132,059 387,819 17,404,300 279,031,937
Dividends and interest receivable - - - 522,688
Contributions receivable and other 14,359 2,811 - 1,259,141
Interfund transfers receivable (payable) 885 560 (499,911) -
-----------------------------------------------
Total assets 1,147,303 391,190 16,904,389 280,813,766
Other liabilities - (25) 2,007 479,147
-----------------------------------------------
Net assets available for plan benefits 1,147,303 391,215 16,902,382 280,334,619
===============================================
Participant units outstanding 12,053 4,353
===================
Participant unit value 95.19 89.87
===================
</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
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Net investment income:
Net appreciation(depreciation) in value
of investments $ 5,736,127 - 7,809,248 12,631,750 4,618,417 1,112,285
Dividends 325,320 - 1,965,701 4,567,501 3,049,472 698,244
Interest 9,386 4,747,549 (2,984) 2,922 9,747 4,897
--------------------------------------------------------------------------------
Net investment income 6,070,833 4,747,549 9,771,965 17,202,173 7,677,636 1,815,426
--------------------------------------------------------------------------------
Contributions:
Employer contributions 778,187 3,338,619 670,429 1,372,702 727,811 514,879
Employee contributions 2,768,182 6,191,035 3,128,733 6,003,018 3,491,449 2,351,285
--------------------------------------------------------------------------------
Total contributions 3,546,369 9,529,654 3,799,162 7,375,720 4,219,260 2,866,164
--------------------------------------------------------------------------------
Participant loan repayments 887,393 2,242,896 925,618 1,857,094 949,313 589,314
--------------------------------------------------------------------------------
Total additions 10,504,595 16,520,099 14,496,745 26,434,987 12,846,209 5,270,904
--------------------------------------------------------------------------------
Deductions from net assets attributed to:
Distributions to plan participants and other 2,153,016 10,859,062 2,869,495 6,089,997 2,573,513 1,501,923
Transfers to other plans,net 2,054,591 5,319,000 2,997,692 5,392,947 2,165,605 1,389,359
Plan fees and expenses 41,927 208,651 57,934 108,157 49,205 26,655
Loans to participants 1,331,232 3,086,552 1,387,796 2,466,877 1,171,623 629,943
Interfund transfers 4,286,005 3,482,172 (5,052,895) 6,726,219 (1,294,287) (32,420)
--------------------------------------------------------------------------------
Total deductions 9,866,771 22,955,437 2,260,022 20,784,197 4,665,659 3,515,460
--------------------------------------------------------------------------------
Net increase (decrease) 637,824 (6,435,338) 12,236,723 5,650,790 8,180,550 1,755,444
Net assets available for plan benefits:
Beginning of year 29,888,585 78,587,483 33,396,584 71,459,792 29,143,910 17,715,463
--------------------------------------------------------------------------------
End of year $ 30,526,409 72,152,145 45,633,307 77,110,582 37,324,460 19,470,907
================================================================================
<CAPTION>
FUND G FUND H FUND I FUND J FUND K FUND L FUND M
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Net investment income:
Net appreciation(depreciation) in value
of investments 230,010 164,371 29,365 11,839 111,983 (300,574) (165,717)
Dividends 348,767 168,272 42,945 15,060 31,993 277,610 150,713
Interest 868 554 139 4 37 18 15
--------------------------------------------------------------------------------------
Net investment income 579,645 333,197 72,449 26,903 144,013 (22,946) (14,989)
--------------------------------------------------------------------------------------
Contributions:
Employer contributions 221,601 146,230 47,961 11,821 43,632 27,133 37,926
Employee contributions 892,864 493,640 135,020 58,375 279,993 172,879 214,034
--------------------------------------------------------------------------------------
Total contributions 1,114,465 639,870 182,981 70,196 323,625 200,012 251,960
--------------------------------------------------------------------------------------
Participant loan repayments 59,783 33,326 17,397 10,896 47,008 21,601 28,694
--------------------------------------------------------------------------------------
Total additions 1,753,893 1,006,393 272,827 107,995 514,646 198,667 265,665
--------------------------------------------------------------------------------------
Deductions from net assets attributed to:
Distributions to plan participants
and other 180,808 192,525 70,416 - 7,736 4,849 8,125
Transfers to other plans,net 88,471 (58,127) (16,324) 9,115 (14,835) 45,577 (323)
Plan fees and expenses 5,692 3,784 1,382 129 1,428 1,334 58
Loans to participants 138,848 79,857 41,622 7,644 24,386 19,604 14,195
Interfund transfers (419,235) (417,325) (496,262) (1,082,021) (2,993,247) (1,303,505) (1,403,199)
--------------------------------------------------------------------------------------
Total deductions (5,416) (199,286) (399,166) (1,065,133) (2,974,532) (1,232,141) (1,381,144)
--------------------------------------------------------------------------------------
Net increase (decrease) 1,759,309 1,205,679 671,993 1,173,128 3,489,178 1,430,808 1,646,809
Net assets available for plan benefits:
Beginning of year 1,701,902 1,147,303 391,215 - - - -
--------------------------------------------------------------------------------------
End of year 3,461,211 2,352,982 1,063,208 1,173,128 3,489,178 1,430,808 1,646,809
======================================================================================
<CAPTION>
LOAN FUND TOTAL
-------------------------
<S> <C> <C>
Additions to net assets attributed to:
Net investment income:
Net appreciation(depreciation) in value
of investments - 31,989,104
Dividends - 11,641,598
Interest 1,190,859 5,964,011
-------------------------
Net investment income 1,190,859 49,594,713
-------------------------
Contributions:
Employer contributions - 7,938,931
Employee contributions - 26,180,507
-------------------------
Total contributions - 34,119,438
-------------------------
Participant loan repayments (7,670,333) -
-------------------------
Total additions (6,479,474) 83,714,151
-------------------------
Deductions from net assets attributed to:
Distributions to plan participants
and other 2,268,012 28,779,477
Transfers to other plans,net 121,040 19,493,788
Plan fees and expenses - 506,336
Loans to participants (10,400,179) -
Interfund transfers - -
-------------------------
Total deductions (8,011,127) 48,779,601
-------------------------
Net increase (decrease) 1,531,653 34,934,550
Net assets available for plan benefits:
Beginning of year 16,902,382 280,334,619
-------------------------
End of year 18,434,035 315,269,169
=========================
</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
------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Net investment income:
Net appreciation in value of investments $ 2,999,719 - 2,212,110 3,273,943 2,101,708 1,851,727
Dividends 550,664 - 3,224,646 4,473,787 2,781,370 725,643
Interest 25,971 4,792,513 - - - -
------------------------------------------------------------------------------
Net investment income 3,576,354 4,792,513 5,436,756 7,747,730 4,883,078 2,577,370
------------------------------------------------------------------------------
Contributions:
Employer contributions 774,929 2,941,199 697,528 1,567,718 808,531 593,988
Employee contributions 2,591,112 7,075,708 2,926,215 6,806,693 3,486,945 2,529,518
------------------------------------------------------------------------------
Total contributions 3,366,041 10,016,907 3,623,743 8,374,411 4,295,476 3,123,506
------------------------------------------------------------------------------
Plan merger - 2,115,930 - - - -
Transfers from other plans 304,065 1,500,646 226,904 863,256 272,729 227,907
Participant loan repayments 679,090 2,034,092 761,708 1,804,880 811,484 538,709
------------------------------------------------------------------------------
Total additions 7,925,550 20,460,088 10,049,111 18,790,277 10,262,767 6,467,492
------------------------------------------------------------------------------
Deductions from net assets attributed to:
Distributions to plan participants and other 1,481,978 7,710,035 1,635,883 3,695,343 1,076,530 740,129
Plan fees and expenses 56,384 191,085 40,168 67,617 23,389 16,653
Loans to participants 1,115,712 3,401,164 1,043,777 2,865,045 1,077,941 662,501
Interfund transfers (2,789,925) 3,083,369 205,041 (1,025,382) 476,289 351,021
------------------------------------------------------------------------------
Total deductions (135,851) 14,385,653 2,924,869 5,602,623 2,654,149 1,770,304
------------------------------------------------------------------------------
Net increase 8,061,401 6,074,435 7,124,242 13,187,654 7,608,618 4,697,188
Net assets available for plan benefits:
Beginning of year 21,827,184 72,513,048 26,272,342 58,272,138 21,535,292 13,018,275
------------------------------------------------------------------------------
End of year $ 29,888,585 78,587,483 33,396,584 71,459,792 29,143,910 17,715,463
==============================================================================
<CAPTION>
FUND G FUND H FUND I LOAN FUND TOTAL
------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Net investment income:
Net appreciation in value of investments 161,432 89,845 31,811 - 12,722,295
Dividends - - - - 11,756,110
Interest 1,292 138 - 1,054,730 5,874,644
------------------------------------------------------------
Net investment income 162,724 89,983 31,811 1,054,730 30,353,049
------------------------------------------------------------
Contributions:
Employer contributions 156,940 98,104 28,728 7,667,665
Employee contributions 700,948 381,652 136,475 26,635,266
------------------------------------------------------------
Total contributions 857,888 479,756 165,203 - 34,302,931
------------------------------------------------------------
Plan merger - - - - 2,115,930
Transfers from other plans 15,220 55,601 (87) 354,994 3,821,235
Participant loan repayments 35,100 9,213 12,218 (6,686,494) -
------------------------------------------------------------
Total additions 1,070,932 634,553 209,145 (5,276,770) 70,593,145
------------------------------------------------------------
Deductions from net assets attributed to:
Distributions to plan participants and other 42,240 29,240 6,678 936,938 17,354,994
Plan fees and expenses 1,387 893 346 - 397,922
Loans to participants 84,851 25,392 9,319 (10,285,702) -
Interfund transfers (166,936) (180,803) 47,326 - -
------------------------------------------------------------
Total deductions (38,458) (125,278) 63,669 (9,348,764) 17,752,916
------------------------------------------------------------
Net increase 1,109,390 759,831 145,476 4,071,994 52,840,229
Net assets available for plan benefits:
Beginning of year 592,512 387,472 245,739 12,830,388 227,494,390
------------------------------------------------------------
End of year 1,701,902 1,147,303 391,215 16,902,382 280,334,619
============================================================
</TABLE>
14
<PAGE>
5. TRANSFERS TO OTHER PLANS
The Company also sponsors the Ryder System, Inc. Employee Savings Plan A
("Plan A") for non-salaried employees. Account balances of non-salaried
employees in Plan A, who are subsequently promoted to a salaried position,
are, in turn, transferred to the Plan. Transfers to the Plan 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 $21,631,872 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 $2,115,930 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 B:
We consent to incorporation by reference in the Registration Statement (No.
33-58003) 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 B 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 B
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 B
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 3,049,661 $ 19,765,503 30,527,106
Fidelity Short-Term Interest Fund 8,144,729 8,144,729 8,144,729
Fidelity U.S. Equity-Income Fund 870,716 43,572,615 45,634,229
Putnam Voyager Fund(A) 4,047,895 52,533,102 77,112,394
Fidelity Contrafund 800,454 37,479,666 37,325,151
Fidelity Diversified International Fund 1,207,145 20,394,922 19,471,258
Fidelity Asset Manager Growth 187,295 3,543,119 3,461,220
Fidelity Asset Manager 128,229 2,356,750 2,352,997
Fidelity Asset Manager Income 87,292 1,071,645 1,063,219
Fidelity U.S. Bond Index Fund 108,723 1,162,192 1,173,124
Spartan U.S. Equity Index Fund 99,748 3,385,291 3,489,172
Fidelity Emerging Growth Fund 60,245 1,722,679 1,430,811
Fidelity Growth Company Fund 38,015 1,818,597 1,646,790
Participant Loans 18,433,772 18,433,772 18,433,772
------------- -----------
$ 215,384,582 251,265,972
============= ===========
</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 4,831,842 $ 4,831,842
AIG Financial Products Corp. 163083 6.48% 1/15/98 3,042,609 3,042,609
AIG Life Insurance Co. GIC-898 7.08% 6/30/98 1,267,023 1,267,023
Allstate Life Insurance Co. 6006 6.87% 4/02/01 2,238,911 2,238,911
Continental Assurance Co. GP-12917 5.17% 3/31/99 2,205,349 2,205,349
Continental Assurance Co. GP-24037-006 6.04% 12/31/99 1,799,400 1,799,400
John Hancock Mutual Life Insurance Co. 7747 8.02% 9/30/98 3,568,820 3,568,820
John Hancock Mutual Life Insurance Co. 8613 7.21% 10/02/00 1,985,806 1,985,806
John Hancock Mutual Life Insurance Co. 9063 7.33% 12/31/98 291,145 291,145
John Hancock Mutual Life Insurance Co. 62 5.83% 11/03/98 78,272 78,272
LaSalle National Bank LaSalle Pool 5.74% 1/05/98 844,877 844,877
Life of Virginia GS-2736 4.89% 12/31/98 1,280,297 1,280,297
Lincoln National Corp. GA-9591 5.00% 6/30/98 1,459,963 1,459,963
MBIA MBIA/CNA 24000 6.04% 6/30/99 1,561,697 1,561,697
Metropolitan Life GAC 24757 6.42% 12/31/99 2,561,956 2,561,956
New York Life GA30317 6.29% 6/30/98 1,851,575 1,851,575
New York Life GA30317002 6.44% 5/14/98 2,901,974 2,901,974
Pacific Life Insurance Co. G-26167.01 6.05% 1/21/98 920,746 920,746
Peoples Security Life BDA00532FR-00 5.52% 12/31/98 2,847,756 2,847,756
Peoples Security Life BDA00626FR-00 7.03% 9/30/98 2,712,956 2,712,956
Peoples Security Life BDA00367TR-02 6.16% 1/15/98 2,981,045 2,981,045
Principal Mutual 42112901 5.95% 6/30/98 1,589,142 1,589,142
Principal Mutual 42112902 7.05% 6/30/98 2,336,045 2,336,045
Provident Life & Accident Co. 627-05400-01A 6.35% 3/31/98 2,135,619 2,135,619
Prudential Insurance Co. of America 007819 211 5.77% 7/31/98 4,807,675 4,807,675
Transamerica Life Insurance and Annuity Co. 76710 6.38% 1/26/98 2,424,680 2,424,680
Transamerica Occidental Life Insurance Co. 51214 7.10% 3/31/98 4,436,337 4,436,337
Union Bank of Switzerland 2340 6.40% 1/06/98 3,047,332 3,047,332
---------- -----------
64,010,849 $64,010,849
========== ===========
</TABLE>
19
EXHIBIT 99.2
<TABLE>
<CAPTION>
RYDER SYSTEM, INC. EMPLOYEE SAVINGS PLAN B
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 107 $60,304,431 - - - -
Ryder System, Inc. Common Stock Fund 105 28,844,027 - - - -
Fidelity Contrafund 105 43,268,363 - - - -
Fidelity U.S. Equity Income Fund 105 48,709,109 - - - -
Fidelity Diversified International Fund 105 23,997,982 - - - -
</TABLE>
20
