1 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, 1993 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 #33-4333 RYDER SYSTEM, INC. EMPLOYEE SAVINGS PLAN A Ryder System, Inc. 3600 N.W. 82 Avenue Miami, Florida 33166 2 Independent Auditors' Report ---------------------------- The Participants and Administrator Ryder System, Inc. Employee Savings Plan A: We have audited the accompanying statements of financial position with fund information of Ryder System, Inc. Employee Savings Plan A as of December 31, 1993 and 1992, and the related statements of income and changes in plan equity with fund information for each of the three years in the period ended December 31, 1993. 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 benefits of the Plan as of December 31, 1993 and 1992, and the changes in net assets available for benefits for each of the three years in the period ended December 31, 1993, in conformity with generally accepted accounting principles. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedules of Investments and Schedule of reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The fund information in the statements of financial position with fund information and statements of income and changes in plan equity with fund information is presented for purposes of additional analysis rather than to present the financial position and changes in plan equity of each fund. The supplemental schedules and fund information have been 3 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. KPMG PEAT MARWICK June 29, 1994 4 Ryder System, Inc. Employee Savings Plan A Statement of Financial Position, with Fund Information December 31, 1993 Assets Fund A Fund B Fund C Fund D Fund E Fund F Fund G ------------ ------------ ------------ ------------ ------------ ------------ ------------ Investments: Fixed income investments, at cost $ 87,019 100,673 33,622 38,611 17,967 8,700 Group annuity insurance contracts, at contract value 37,992,114 Pooled investment funds (cost, $27,141,548) 3,550,153 7,172,703 15,734,448 3,639,562 2,878,836 Securities of participating employer (cost, $11,443,532) 11,019,753 Other Securities (cost, $1,688,959) Participant loans receivable ------------ ------------ ------------ ------------ ------------ ------------ ------------ Total investments 11,106,772 38,092,787 3,550,153 7,206,325 15,773,059 3,657,529 2,887,536 Dividends and interest receivable 208 516,479 7,871 27,099 574,615 339,161 4,157 Contributions receivable and other 42,818 193,195 24,380 31,497 67,579 12,987 10,522 Interfund transfers receivable (payable) 18,587 (204,637) (31,931) (2,066) 20,584 11,666 110,739 ------------ ------------ ------------ ------------ ------------ ------------ ------------ Total assets $ 11,168,385 38,597,824 3,550,473 7,262,855 16,435,837 4,021,343 3,012,954 ============ ============ ============ ============ ============ ============ ============ Liabilities and Plan Equity Other liabilities $ 146,051 955,622 47,532 85,841 714,087 370,791 51,273 Plan equity 11,022,334 37,642,202 3,502,941 7,177,014 15,721,750 3,650,552 2,961,681 ------------ ------------ ------------ ------------ ------------ ------------ ------------ Total liabilities and plan equity $ 11,168,385 38,597,824 3,550,473 7,262,855 16,435,837 4,021,343 3,012,954 ============ ============ ============ ============ ============ ============ ============ Number of units 4,799,428 24,322,241 1,916,938 2,053,299 3,072,642 2,070,460 1,750,584 ============ ============ ============ ============ ============ ============ ============ Plan equity per unit $ 2.30 1.55 1.83 3.50 5.12 1.76 1.69 ============ ============ ============ ============ ============ ============ ============ Assets Fund H Loan Fund Total ------------ ------------ ------------ Investments: Fixed income investments, at cost 286,592 Group annuity insurance contracts, at contract value 37,992,114 Pooled investment funds (cost, $27,141,548) 32,975,702 Securities of participating employer (cost, $11,443,532) 11,019,753 Other Securities (cost, $1,688,959) 1,603,189 1,603,189 Participant loans receivable 6,093,261 6,093,261 ------------ ------------ ------------ Total investments 1,603,189 6,093,261 89,970,611 Dividends and interest receivable 1,469,590 Contributions receivable and other 32,297 415,275 Interfund transfers receivable (payable) (22,728) 99,786 0 ------------ ------------ ------------ Total assets 1,580,461 6,225,344 91,855,476 ============ ============ ============ Liabilities and Plan Equity Other liabilities 21,838 25,554 2,418,589 Plan equity 1,558,623 6,199,790 89,436,887 ------------ ------------ ------------ Total liabilities and plan equity 1,580,461 6,225,344 91,855,476 ============ ============ ============ Number of units 789,329 ============ ============ ============ Plan equity per unit 1.97 ============ See accompanying note to financial statements. 5 Ryder System, Inc. Employee Savings Plan A Statement of Financial Position, with Fund Information December 31, 1992 Assets Fund A Fund B Fund C Fund D Fund E Fund F Fund G ------------ ------------ ------------ ------------ ------------ ------------ ------------ Investments: Fixed income investments, at cost $ 198,590 460,186 91,868 183,261 118,204 77,228 Group annuity insurance contracts, at contract value 79,232,409 Pooled investment funds (cost, $69,356,332) 6,291,269 18,669,368 38,577,218 9,019,719 7,232,860 Securities of participating employer (cost, $35,569,632) 32,452,448 Participant loans receivable ------------ ------------ ------------ ------------ ------------ ------------ ------------ Total investments 32,651,038 79,692,595 6,291,269 18,761,236 38,760,479 9,137,923 7,310,088 Dividends and interest receivable 504 537,367 15,230 91,014 1,786,990 409,187 44,071 Contributions receivable and other 14,456 320,232 19,920 19,858 71,830 17,911 12,621 Interfund transfers receivable (payable) (186,231) (732,162) (286,638) 348,191 324,565 494,119 (351,573) ------------ ------------ ------------ ------------ ------------ ------------ ------------ Total assets $ 32,479,767 79,818,032 6,039,781 19,220,299 40,943,864 10,059,140 7,015,207 ============ ============ ============ ============ ============ ============ ============ Liabilities and Plan Equity Other liabilities $ 251,584 585,626 95,021 274,169 2,042,174 472,986 79,932 Plan equity 32,228,183 79,232,406 5,944,760 18,946,130 38,901,690 9,586,154 6,935,275 ------------ ------------ ------------ ------------ ------------ ------------ ------------ Total liabilities and plan equity $ 32,479,767 79,818,032 6,039,781 19,220,299 40,943,864 10,059,140 7,015,207 ============ ============ ============ ============ ============ ============ ============ Number of units 16,084,509 55,258,272 3,352,450 6,129,610 9,006,816 6,650,453 5,464,485 ============ ============ ============ ============ ============ ============ ============ Plan equity per unit $ 2.00 1.43 1.77 3.09 4.32 1.44 1.27 ============ ============ ============ ============ ============ ============ ============ Assets Loan Fund Total ------------ ------------ Investments: Fixed income investments, at cost 1,129,337 Group annuity insurance contracts, at contract value 79,232,409 Pooled investment funds (cost, $69,356,332) 79,790,434 Securities of participating employer (cost, $35,569,632) 32,452,448 Participant loans receivable 12,575,509 12,575,509 ------------ ------------ Total investments 12,575,509 205,180,137 Dividends and interest receivable 2,884,363 Contributions receivable and other 75,324 552,152 Interfund transfers receivable (payable) 389,729 ------------ ------------ Total assets 13,040,562 208,616,652 ============ ============ Liabilities and Plan Equity Other liabilities 68,739 3,870,231 Plan equity 12,971,823 204,746,421 ------------ ------------ Total liabilities and plan equity 13,040,562 208,616,652 ============ ============ Number of units Plan equity per unit See accompanying note to financial statements. 6 Ryder System, Inc. Employee Savings Plan A Statement of Income and Changes in Plan Equity, with Fund Information For the Year Ended December 31, 1993 Fund A Fund B Fund C Fund D Fund E Fund F Fund G ------------ ------------ ------------ ------------ ------------ ------------ ----------- Net investment income: Dividends $ 248,296 588,220 521,963 288,719 263,794 Interest 2,190 2,623,034 98,840 1,555 2,924 1,375 969 ------------ ------------ ------------ ------------ ------------ ------------ ----------- Net investment income 250,486 2,623,034 98,840 589,775 524,887 290,094 264,763 Realized gains 434,375 31,651 498,594 183,925 17,207 Net change in unrealized appreciation/(depreciation) on investments 740,128 185,220 1,354,915 102,716 363,458 Contributions: Employer contributions 445,059 2,424,407 241,222 257,610 565,478 158,610 114,858 Employee contributions 1,123,867 5,611,608 630,263 883,386 1,942,571 610,970 391,051 ------------ ------------ ------------ ------------ ------------ ------------ ----------- Total contributions 1,568,926 8,036,015 871,485 1,140,996 2,508,049 769,580 505,909 Participant loan repayments 274,494 1,312,672 142,951 263,280 537,845 116,988 83,623 Distributions and other (742,399) (2,192,949) (257,189) (416,114) (869,533) (137,845) (131,285) Plan Fees and Expenses (20,771) (54,235) (9,570) (12,051) (21,366) (5,483) (4,730) Loans to participants (425,449) (1,824,033) (196,712) (345,974) (719,156) (154,165) (100,223) Transfer to Plan B (20,647,725) (49,771,601) (2,887,754) (13,031,525) (26,577,146) (7,967,404) (5,656,267) Equity Transfer to Fund H (1,623,097) Interfund transfers (1,014,817) 280,893 (203,870) (174,374) (417,029) 865,992 683,951 ------------ ------------ ------------ ------------ ------------ ------------ ----------- Net changes in plan equity (21,205,849) (41,590,204) (2,441,819) (11,769,116) (23,179,940) (5,935,602) (3,973,594) Plan equity at beginning of period 32,228,183 79,232,406 5,944,760 18,946,130 38,901,690 9,586,154 6,935,275 ------------ ------------ ------------ ------------ ------------ ------------ ----------- Plan equity at end of period $ 11,022,334 37,642,202 3,502,941 7,177,014 15,721,750 3,650,552 2,961,681 ============ ============ ============ ============ ============ ============ =========== Fund H Loan Fund Total ------------ ------------ ------------ Net investment income: Dividends 1,910,992 Interest 402,540 3,133,427 ------------ ------------ ------------ Net investment income 402,540 5,044,419 Realized gains 1,165,752 Net change in unrealized appreciation/(depreciation) on investments (85,770) 2,660,667 Contributions: Employer contributions 4,207,244 Employee contributions 11,193,716 ------------ ------------ ------------ Total contributions 15,400,960 Participant loan repayments (2,731,853) 0 Distributions and other (18,152) 5,142 (4,760,324) Plan Fees and Expenses (128,206) Loans to participants (469) 3,766,181 0 Transfer to Plan B 61,549 (8,214,929) (134,692,802) Equity Transfer to Fund H 1,623,097 0 Interfund transfers (21,632) 886 0 ------------ ------------ ------------ Net changes in plan equity 1,558,623 (6,772,033) (115,309,534) Plan equity at beginning of period 0 12,971,823 204,746,421 ------------ ------------ ------------ Plan equity at end of period 1,558,623 6,199,790 89,436,887 ============ ============ ============ See accompanying note to financial statements. 7 Ryder System, Inc. Employee Savings Plan A Statement of Income and Changes in Plan Equity, with Fund Information For the Year Ended December 31, 1992 Fund A Fund B Fund C Fund D Fund E Fund F Fund G ------------ ------------ ------------ ----------- ------------ ------------ ------------ Net investment income: Dividends $ 709,430 1,768,553 1,785,612 522,517 774,680 Interest 7,693 6,041,971 203,007 5,239 14,101 4,091 3,180 ------------ ------------ ------------ ----------- ------------ ------------ ------------ Net investment income 717,123 6,041,971 203,007 1,773,792 1,799,713 526,608 777,860 Realized gains/(losses) 501,896 3,696 125,294 15,985 (11,203) Net change in unrealized appreciation/(depreciation) on investments 8,164,538 228,966 1,570,611 1,018,016 (555,449) Contributions: Employer contributions 296,184 2,024,418 205,996 248,934 556,785 132,868 132,032 Employee contributions 2,070,474 10,835,266 1,165,468 2,273,185 5,266,153 1,473,662 1,348,957 ------------ ------------ ------------ ----------- ------------ ------------ ------------ Total contributions 2,366,658 12,859,684 1,371,464 2,522,119 5,822,938 1,606,530 1,480,989 Participant loan repayments 574,762 2,716,768 299,825 530,388 1,177,743 272,016 287,161 Distributions and other (1,947,384) (6,101,957) (705,483) (1,113,263) (2,002,431) (470,969) (531,174) Plan Fees and Expenses (54,114) (126,810) (17,670) (33,864) (57,985) (17,486) (16,191) Loans to participants (898,715) (3,486,508) (341,921) (759,888) (1,624,379) (326,301) (322,593) Interfund transfers (1,532,566) 512,683 (555,645) 428,001 826,648 490,497 (169,618) ------------ ------------ ------------ ----------- ------------ ------------ ------------ Net changes in plan equity 7,892,198 12,415,831 253,577 3,579,947 7,638,152 3,114,896 939,782 Plan equity at beginning of period 24,335,985 66,816,575 5,691,183 15,366,183 31,263,538 6,471,258 5,995,493 ------------ ------------ ------------ ----------- ------------ ------------ ------------ Plan equity at end of period $ 32,228,183 79,232,406 5,944,760 18,946,130 38,901,690 9,586,154 6,935,275 ============ ============ ============ =========== ============ ============ ============ Loan Fund Total ------------ ------------ Net investment income: Dividends 5,560,792 Interest 875,466 7,154,748 ------------ ------------ Net investment income 875,466 12,715,540 Realized gains/(losses) 635,668 Net change in unrealized appreciation/(depreciation) on investments 10,426,682 Contributions: Employer contributions 3,597,217 Employee contributions 24,433,165 ------------ ------------ Total contributions 28,030,382 Participant loan repayments (5,858,663) Distributions and other (23,949) (12,896,610) Plan Fees and Expenses (324,120) Loans to participants 7,760,305 Interfund transfers ------------ ------------ Net changes in plan equity 2,753,159 38,587,542 Plan equity at beginning of period 10,218,664 166,158,879 ------------ ------------ Plan equity at end of period 12,971,823 204,746,421 ============ ============ See accompanying note to financial statements. 8 Ryder System, Inc. Employee Savings Plan A Statement of Income and Changes in Plan Equity, with Fund Information For the Year Ended December 31, 1991 Fund A Fund B Fund C Fund D Fund E Fund F Fund G ------------ ------------ ------------ ------------ ------------ ------------ ------------ Net investment income: Dividends $ 769,569 1,032,808 1,436,514 289,738 619,249 Interest 9,486 5,347,752 292,166 6,572 11,271 4,130 3,722 ------------ ------------ ------------ ------------ ------------ ------------ ------------ Net investment income 779,055 5,347,752 292,166 1,039,380 1,447,785 293,868 622,971 Realized gains/(losses) 90,223 832 (18,617) 130,294 (19,352) (12,838) Net change in unrealized appreciation/(depreciation) on investments 6,715,642 (579) 1,695,230 7,935,825 738,883 633,430 Contributions: Employer contributions 231,277 2,041,977 250,475 225,985 266,097 74,962 52,712 Employee contributions 2,177,171 10,324,732 1,085,591 2,223,868 3,630,250 1,354,651 1,249,838 ------------ ------------ ------------ ------------ ------------ ------------ ------------ Total contributions 2,408,448 12,366,709 1,336,066 2,449,853 3,896,347 1,429,613 1,302,550 Participant loan repayments 474,105 1,995,410 207,883 398,244 685,986 171,707 166,796 Distributions and other (1,799,211) (5,592,865) (472,819) (1,013,355) (2,013,753) (403,952) (372,081) Plan Fees and Expenses (49,629) (123,375) (17,399) (32,163) (48,736) (15,514) (14,440) Loans to participants (729,562) (3,243,129) (326,551) (571,256) (1,133,564) (275,018) (235,380) Interfund transfers (3,076,755) 732,417 (245,272) (328,169) 2,970,667 (71,612) 18,724 ------------ ------------ ------------ ------------ ------------ ------------ ------------ Net changes in plan equity 4,812,316 11,483,172 774,074 3,619,147 13,870,851 1,848,623 2,109,732 Plan equity at beginning of period 19,523,669 55,333,403 4,917,109 11,747,036 17,392,687 4,622,635 3,885,761 ------------ ------------ ------------ ------------ ------------ ------------ ------------ Plan equity at end of period $ 24,335,985 66,816,575 5,691,183 15,366,183 31,263,538 6,471,258 5,995,493 ============ ============ ============ =========== =========== =========== =========== Loan Fund Total ------------ ------------ Net investment income: Dividends 4,147,878 Interest 713,098 6,388,197 ------------ ------------ Net investment income 713,098 10,536,075 Realized gains/(losses) 170,542 Net change in unrealized appreciation/(depreciation) on investments 17,718,431 Contributions: Employer contributions 3,143,485 Employee contributions 22,046,101 ------------ ------------ Total contributions 25,189,586 Participant loan repayments (4,100,131) Distributions and other (83,316) (11,751,352) Plan Fees and Expenses (301,256) Loans to participants 6,514,460 Interfund transfers ------------ ------------ Net changes in plan equity 3,044,111 41,562,026 Plan equity at beginning of period 7,174,553 124,596,853 ------------ ------------ Plan equity at end of period 10,218,664 166,158,879 ============ ============ See accompanying note to financial statements. 9 RYDER SYSTEM, INC. EMPLOYEE SAVINGS PLAN A NOTE TO FINANCIAL STATEMENTS DECEMBER 31, 1993 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATTERS a. BASIS OF ACCOUNTING The financial statements of the Ryder System, Inc. Employee Savings Plan A (the "Plan") are prepared on the accrual basis of accounting. Plan assets, except for participant loan receivables and group annuity insurance contracts which are valued at contract value, are stated at market value (quoted market prices) as determined by the Plan's trustee. Purchases and sales of securities are recorded on a trade date basis. Cost is determined based on historical average cost. b. THE PLAN The following description of the Plan reflects all plan amendments through December 31, 1993, and is provided for general purposes only. As of January 1, 1993, active salaried employees and active employees, whether salaried or hourly, of the Aviation Services Division were excluded from participation in the Ryder System, Inc. Employee Savings Plan A. Such employees and their participating account balances were transferred to the Ryder System, Inc. Employee Savings Plan B. Participants should refer to the Plan document for more complete information. The Plan is a defined contribution plan and, as such, is subject to some, but not all, of the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). It is excluded from coverage under Title IV of ERISA, which generally provides for guaranty and insurance of retirement benefits; and it is not subject to the funding requirements of Title I of ERISA. The Plan is, however, subject to those provisions of Title I and II of ERISA which, among other things, require that each participant be furnished with an annual financial report and a comprehensive description of the participant's rights under the Plan, set minimum standards of responsibility applicable to fiduciaries of the Plan, and establish minimum standards for participation and vesting. 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, 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. 10 The number of participants' accounts in each of the funds at December 31, 1993 was as follows: Fund A - 4,572 Fund B - 7,753 Fund C - 1,589 Fund D - 2,413 Fund E - 3,607 Fund F - 1,564 Fund G - 1,199 Fund H - 4,542 Loans - 1,937 c. PLAN INVESTMENT FUNDS The Plan's trustee, Bankers Trust Company, maintains Plan assets in separate investment funds. Participants may elect to contribute to, or transfer among, any of the funds. Earnings are allocated monthly based on units of investment. Investment Fund A ("Fund A") - Company Stock Fund: 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") - Interest Income Fund previously called Guaranteed Investment Contract: Fund B consists of funding accounts established by contracts with various insurance companies. Participants' accounts are credited with interest based on a pooling of the returns of the various funding accounts. Funding accounts generally continue for a period of two to five years after their inception. During 1993, 1992 and 1991, the yield on open funding contracts ranged from 4.89% to 9.3%, 6.4% to 9.3% and 7.5% to 9.3%, respectively. Investment Fund C ("Fund C") - Ryder Money Market Fund: Fund C consists of a funding account established with the Ryder System Federal Credit Union. Investment Fund D ("Fund D") - Conservative Growth Fund: Fund D may normally be invested in a variety of common, preferred or capital stocks, but may include investments in bonds or securities convertible into common or capital stocks, similar types of equity investments and bonds. Since Plan inception, this fund has been invested solely in shares of the Lord, Abbett Affiliated Fund. Investment Fund E ("Fund E") - Aggressive Growth Fund: Fund E may be invested primarily in common or capital stocks, though it may invest in other types of securities, including convertible bonds, convertible preferred stock, warrants, preferred stock or debt securities. Since Plan inception, this fund has been invested solely in shares of the Putnam Voyager Fund. Investment Fund F ("Fund F") - Mutual Series Fund: Fund F may be invested in securities issued by U.S. based companies that are selling below book value. Up to 50% of the 11 fund's portfolio may consist of securities of companies involved in prospective mergers, consolidations, liquidations and reorganizations. The fund may also engage in covered call option writing. The primary objective of the fund is capital appreciation and not necessarily the attainment of a balanced investment program. Since 1989, following adoption by the Plan, this fund has been invested solely in shares of the Mutual Series Fund, Inc., Qualified Income Fund. Investment Fund G ("Fund G") - Templeton World Fund: Fund G may be invested in all types of securities, including stocks and debt securities of companies and governments of all nations. The fund's investment objective is long-term capital growth. Since 1989, following adoption by the Plan, this fund has been invested solely in shares of the Templeton World Fund. Investment Fund H ("Fund H") - Aviall Common Stock Fund: Fund H is invested in Aviall, Inc. Common stock and is a frozen fund. Participants cannot contribute to nor transfer into that fund. Participants can transfer assets from Fund H to any other investment fund of the Plan. Monies remaining in that fund at December 31, 1995 will be liquidated and reinvested in Fund A. d. 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) $8,994, 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 up to $200 or $400 per person based on certain requirements. Some eligible employees receive Company contributions that include $400 of basic contribution, plus 100% match to the first $300 of employee contribution and 50% match to the next $400 of employee contribution. Effective January 1, 1992, certain eligible employees do not receive a Company contribution. Participants are immediately 100% vested in the earnings of their individual contributions to the Plan and vest 25% per year in the Company contributions and the earnings attributable to such contributions. Upon participant's distribution, related, non-vested Company contributions are forfeited and are used to offset future Company contributions. e. DISTRIBUTIONS On termination of service, if a participant's account balance is greater than $3,500, a participant's account is distributed to the participant in the form of a single lump-sum payment upon receipt of participant's consent. Terminated participants whose account balance is less than $3,500 receive automatic distributions. f. WITHDRAWALS A participant may request a withdrawal of all or a portion of his elective contribution account balance if he can demonstrate financial hardship. The Plan Administrator 12 must approve the request, and the amount withdrawn cannot be subsequently repaid to the Plan. Such amounts will be considered distributions to the participant for tax purposes. g. DISTRIBUTIONS TO OTHER PLAN On December 7, 1993, Ryder System, Inc. completed the spin-off of its Aviation Division, Aviall, Inc. ("Aviall"). Under the terms of the spin-off, the Company distributed to its holders of common stock one share of Aviall common stock for each four shares of Ryder System, Inc. common stock held. Participants in the Plan who were invested in the Ryder System, Inc. common stock fund on this date received the equivalent of one share of Aviall common stock for each four shares of Ryder System, Inc. common stock held. As a result of the spin-off a new "Fund H" was created. The investment fund balances of Aviall employees in the Plan at December 7, 1993, were transferred to a newly established plan for employees of Aviall. h. PARTICIPANT LOANS Plan participants are able to request loans against their Plan account balances subject to certain limitations as to amount and repayment term. Loans accrue interest at a rate which is comparable to those of most major lending institutions and all principal and interest payments are allocated to the Plan's investment funds based on the participant's investment elections at the time of payment. Loans which are granted and repaid in compliance with the Plan provisions will not be considered distributions to the participant for tax purposes. i. 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. j. FEDERAL INCOME TAX EFFECTS OF THE PLAN The Plan qualifies as a profit sharing plan under Section 401(a) of the Internal Revenue Code of 1986, as amended, (the "Code") and also qualifies as a cash or deferred arrangement under Section 401(k) of the Code and, therefore, is exempt from federal income taxes under Section 501(a) of the Code. The last favorable tax determination letter obtained was dated August 21, 1986. 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 generally will be taxed, at ordinary income 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 13 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. k. PLAN FEES AND EXPENSES All commissions, brokerage fees and expenses incident to the income or assets of the trust, the purchase or sale of securities by the trustee and distribution to participants are paid by the Plan. Trustee and basic recordkeeping fees are paid by the Plan. All other expenses of the Plan are paid by the Company. l. NET REALIZED GAINS OR LOSSES Net realized gains or losses on investments covering the last three years are as follows: AT DECEMBER 31, 1993: NET AGGREGATE AGGREGATE REALIZED PROCEEDS COST GAIN -------------- ------------- ------------ Fund A $ 2,677,817 2,243,442 434,375 Fund D 1,711,091 1,679,440 31,651 Fund E 3,473,588 2,974,994 498,594 Fund F 1,572,016 1,388,091 183,925 Fund G 925,010 907,803 17,207 -------------- ------------- ------------ $ 10,359,522 9,193,770 1,165,752 ============== ============= ============ AT DECEMBER 31, 1992: NET AGGREGATE AGGREGATE REALIZED PROCEEDS COST GAIN/(LOSS) -------------- ------------- ------------ Fund A $ 8,875,863 8,373,967 501,896 Fund D 3,019,097 3,015,401 3,696 Fund E 9,159,810 9,034,516 125,294 Fund F 2,667,113 2,651,128 15,985 Fund G 2,109,251 2,120,454 (11,203) -------------- ------------- ------------ $ 25,831,134 25,195,466 635,668 ============== ============= ============ 14 AT DECEMBER 31, 1991: NET AGGREGATE AGGREGATE REALIZED PROCEEDS COST GAIN/(LOSS) -------------- ------------- ------------ Fund A $ 11,051,497 10,623,900 427,597 Fund B 1,228,300 1,205,892 22,408 Fund D 3,404,156 3,455,624 (51,468) Fund E 5,950,287 5,917,527 32,760 Fund F 6,453,255 6,515,076 (61,821) Fund G 4,345,112 4,388,746 (43,634) -------------- ------------- ------------ $ 32,432,607 32,106,765 325,842 ============== ============= ============ m. SUBSEQUENT EVENTS The change in net unrealized gains or losses arising in the various funds of the Plan after December 31, 1993 and prior to June 1, 1994 are as follows: UNREALIZED UNREALIZED NET CHANGE IN GAINS/(LOSSES) GAINS/(LOSSES) UNREALIZED AT DECEMBER 31, 1993 AT MAY 31, 1994 GAINS/(LOSSES) -------------------- --------------- -------------- Fund A 740,128 (1,247,016) (1,987,144) Fund B 0 0 0 Fund C 0 0 0 Fund D 185,220 236,900 51,680 Fund E 1,354,915 3,668,019 2,313,104 Fund F 102,716 387,753 285,037 Fund G 363,458 227,042 (136,416) Fund H (85,770) (160,190) (74,420) Loan Fund 0 0 0 15 Ryder System, Inc. Employee Savings Plan A Schedule I Schedule of Investments Number of Shares, Units Unrealized or Principal Market Appreciation Amounts Cost Value (Depreciation) ------------ ------------ ------------ -------------- At December 31, 1993: Directed Account Short-Term Investment Fund 286,592 $ 286,592 286,592 Fund A 418,321 11,443,532 11,019,753 (423,779) Fund B 37,992,114 37,992,114 37,992,114 Fund C 3,550,153 3,550,153 3,550,153 Fund D 672,231 6,789,374 7,172,703 383,329 Fund E 1,312,298 10,867,736 15,734,448 4,866,712 Fund F 134,799 3,238,287 3,639,562 401,275 Fund G 183,249 2,695,997 2,878,836 182,839 Fund H 105,127 1,688,959 1,603,189 (85,770) Loan Fund 6,093,261 6,093,261 ------------ ------------ ----------- $ 84,646,006 89,970,611 5,324,605 ------------ ------------ ----------- At December 31, 1992: Directed Account Short-Term Investment Fund (Net of amounts transferred to Plan B) 395,268 $ 395,268 395,268 Fund A 448,434 13,495,838 12,331,930 (1,163,907) Fund B 30,900,640 30,900,640 30,900,640 Fund C 3,334,373 3,334,373 3,334,373 Fund D 609,271 6,059,100 6,257,209 198,109 Fund E 1,256,709 9,708,780 13,220,577 3,511,797 Fund F 107,273 2,322,130 2,620,689 298,559 Fund G 159,201 2,259,786 2,079,167 (180,619) Loan Fund 5,784,734 5,784,734 5,784,734 ------------ ------------ ----------- $ 74,260,649 76,924,587 2,663,938 ------------ ------------ ----------- Net appreciation included in statement of income and changes in plan equity $ 2,660,667 =========== 16 Schedule II Ryder System, Inc. Employee Savings Plan A Schedule of Reportable Transactions For the Year Ended December 31, 1993 Market Proceeds Value -------- ------ Employee contributions to Fund B: Interest Income Fund $5,611,608 Transfer of assets to Plan B (see note to financial statements 1(b)) $134,692,802 17 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. 33-4333) on Form S-8 of Ryder System, Inc. covering the Ryder System, Inc. Employee Savings Plan A, of our report dated June 29, 1994, relating to the statements of financial position with fund information of the Ryder System, Inc. Employee Savings Plan A as of December 31, 1993 and 1992 and the related statements of income and changes in plan equity with fund information for each of the years in the three-year period ended December 31, 1993 and related schedules of investments as of December 31, 1993 and 1992 for each of the years in the three-year period ended December 31, 1993 and schedule of reportable transactions for the year ended December 31, 1993, which report appears in the December 31, 1993 annual report on Form 11-K of the Ryder System, Inc. Employee Savings Plan A filed by Ryder System, Inc. KPMG PEAT MARWICK June 29, 1994 18 REQUIRED INFORMATION Financial Statements Independent Auditors' Report Statements of Financial Position, with Fund Information as of December 31, 1993 and 1992 Statements of Income & Changes in Plan Equity, with Fund Information for the years ending December 31, 1993, 1992 and 1991 Notes to Financial Statements Exhibits Schedule I - Schedule of Investments as of December 1993 and 1992 Schedule II - Schedule of Reportable Transactions Independent Auditors' Consent SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Ryder System, Inc. Employee Savings Plan 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, 1994 By: C. ROBERT CAMPBELL ------------------------------- C. Robert Campbell Chairman, Ryder System, Inc. Employee Savings Plan Committee Executive Vice President, Human Resources and Administration Ryder System, Inc.