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 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 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 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 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 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 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 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 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 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 NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 1997 FUND A FUND B FUND C FUND D FUND E FUND F FUND G ---------- ---------- ---------- ---------- ---------- ---------- ---------- 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 --------- --------- --------- --------- --------- --------- --------- 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 10 NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 1996 LOAN FUND A FUND B FUND C FUND D FUND TOTAL ---------- ---------- ---------- ---------- ---------- ---------- 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 ========== ========== ========== ========== 11 NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1997 FUND A FUND B FUND C FUND D FUND E ---------- ---------- ---------- ---------- ---------- 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 ---------- ---------- ---------- ---------- ---------- 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 ---------- ---------- ---------- ---------- ---------- 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 ========== ========== ========== ========== ========== 12 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 ---------- ---------- ---------- ---------- ---------- ---------- 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 ========== ========== ========== ========== ========== ========== 13 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 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