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, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _______________ to _______________________.
Commission file number # 001-04364
RYDER STUDENT TRANSPORTATION SERVICES, INC.
RETIREMENT/SAVINGS PLAN
Ryder System, Inc.
3600 N.W. 82 Avenue
Miami, Florida 33166
<PAGE>
REQUIRED INFORMATION
--------------------
FINANCIAL STATEMENTS PAGE NO.
- -------------------- --------
\bullet\ Independent Auditors' Report 2
\bullet\ Statements of Net Assets Available for Plan Benefits
December 31, 1998 and 1997 3
\bullet\ Statements of Changes in Net Assets Available for Plan Benefits
for the years ended December 31, 1998 and 1997 4
\bullet\ Notes to Financial Statements 5
EXHIBITS
- --------
\bullet\ Exhibit Index 16
\bullet\ Independent Auditors' Consent 17
\bullet\ Item 27A - Schedule of Assets Held for Investment Purposes
December 31, 1998 18
\bullet\ Item 27d - Schedule of Reportable Transactions
for the year ended December 31, 1998 19
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 28, 1999 By: /s/ EDWIN A. HUSTON
--------------------------------
Edwin A. Huston
Vice Chairman
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Participants and Administrator
Ryder Student Transportation Services, Inc. Retirement/Savings Plan:
We have audited the accompanying statements of net assets available for plan
benefits of Ryder Student Transportation Services, Inc. Retirement/Savings Plan
as of December 31, 1998 and 1997, 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, 1998 and 1997 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 LLP
Miami, Florida
June 25, 1999
2
<PAGE>
RYDER STUDENT TRANSPORTATION SERVICES, INC. RETIREMENT/SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
1998 1997
----------- -----------
<S> <C> <C>
Assets
Investments:
Short-term money market instruments $ 520,936 476,496
Investment contracts, at contract value 4,087,455 3,742,738
Mutual funds
(cost: 1998 - $5,469,041; 1997 - $4,247,856) 6,061,432 4,156,928
Ryder System, Inc. Common Stock
(cost: 1998 - $56,961; 1997 - $12,853) 50,587 12,132
Participant loans receivable 588,099 452,643
----------- -----------
Total investments 11,308,509 8,840,937
Contributions receivable and other 230,509 13,402
----------- -----------
Net assets available for plan benefits $11,539,018 8,854,339
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
RYDER STUDENT TRANSPORTATION SERVICES, INC. RETIREMENT/SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
1998 1997
----------- -----------
<S> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation in
fair value of investments $ 720,299 284,016
Dividends 340,184 496,050
Interest 298,076 161,572
----------- -----------
Net investment income 1,358,559 941,638
----------- -----------
Contributions:
Employer 810,634 338,198
Employee 1,566,048 1,404,838
----------- -----------
Total contributions 2,376,682 1,743,036
----------- -----------
Transfers from other plans 34,090 --
----------- -----------
Total additions 3,769,331 2,684,674
----------- -----------
Deductions from net assets attributed to:
Distributions to plan participants 1,007,881 932,110
Administrative expenses 76,771 17,143
----------- -----------
Total deductions 1,084,652 949,253
----------- -----------
Net increase 2,684,679 1,735,421
Net assets available for plan benefits:
Beginning of year 8,854,339 7,118,918
----------- -----------
End of year $11,539,018 8,854,339
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
RYDER STUDENT TRANSPORTATION SERVICES, INC. RETIREMENT/SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. Description of Plan
The following description of the Ryder Student Transportation Services,
Inc. Retirement/Savings Plan (the "Plan") provides only general
information. Participants should refer to the Plan document for a more
comprehensive description of the Plan's provisions.
GENERAL. The Plan, established October 1, 1991, 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 and recordkeeper. Prior to July 1, 1997, The Dreyfus Trust Co. was
the Plan's trustee and recordkeeper.
ELIGIBILITY. Participation in the Plan is voluntary. Effective October 1,
1998, any part-time employee of Ryder Student Transportation Services, Inc.
(the "Company"), a subsidiary of Ryder System, Inc., ("RSI") is immediately
eligible to participate in the Plan. Prior to October 1, 1998, to
participate in the Plan, an employee of the Company had to meet certain
eligibility requirements related to employment date, age and service hours.
In general, part-time employees of the Company 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 other 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) $10,000 ($9,500 prior
to January 1, 1998), or c) such other amount as shall be determined by the
Plan Administrator from time to time. If a participant meets certain
requirements related to employment date, age, and service hours, 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 $147,154 and $113,565 for 1998 and 1997, 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.
5
<PAGE>
INVESTMENT OPTIONS. Participants may elect to contribute to 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, 1998 and 1997.
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 $5,000 ($3,500 prior to 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 $5,000 ($3,500 prior to
January 1, 1998) receive automatic distributions. As of December 31, 1998
and 1997, amounts allocated to accounts of terminated persons who have not
yet been paid totaled $300,697 and $245,726, 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.
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. Investments in short-term instruments are stated at cost which
approximates fair value. Investments in fully benefit-responsive insurance
company and bank guaranteed investment contracts ("GICs") are stated at
contract value, which represents cost plus accrued interest. Investments in
synthetic GICs (investments for which the Plan owns certain fixed income
securities and the contract issuer provides a "wrapper" contract that
guarantees a fixed rate of return and provides benefit responsiveness)are
also stated at contract value, which is equal to the fair value of the
underlying collateral plus the benefit responsive wrap value. Mutual 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 stated at fair value.
Purchases and sales of securities are recorded on a trade date basis. The
Plan presents in the statements 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 and losses and the
unrealized appreciation (depreciation) on those investments. Dividends on
RSI common stock and mutual funds are recorded on the record date. Interest
income is recorded on the accrual basis.
PAYMENT OF BENEFITS. Benefits are recognized when paid.
RECLASSIFICATIONS. Certain prior year amounts have been reclassified to
conform with current year presentation.
6
<PAGE>
3. INVESTMENTS
The Plan held the following individual investments whose aggregate fair
value equaled or exceeded 5% of the Plan's net assets at December 31, 1998
and 1997:
1998 1997
---- ----
Fidelity Equity-Income Fund $2,312,167 1,933,744
Fidelity Diversified International Fund 889,495 741,092
Fidelity Aggressive Growth Fund 1,891,920 1,198,806
4. PLAN INVESTMENT FUNDS
Investment Fund A ("Fund A") - Fund A, the Managed Interest Income Fund,
may invest in short-term/money market instruments through the Fidelity
Short-Term Interest Fund and contracts with insurance companies, banks and
other financial institutions. Fund A continues to maintain investments in
fully benefit-responsive traditional and synthetic guaranteed investment
contracts with various insurance companies, banks and financial
institutions. The average yield for the Managed Interest Income Fund was
6.2% in both 1998 and 1997. The weighted average crediting interest rates
for the investment contracts for 1998 and 1997 were 5.5% and 6.1%,
respectively. At December 31, 1998, and December 31, 1997, the fair value
of the underlying assets of the synthetic GICs and the value of the related
"wrapper" contracts were $2,106,856 and $(16,642), respectively and
$672,543 and $(3,299) respectively. Prior to July 1, 1997, the holdings in
this fund were in a short-term interest income fund managed by Dreyfus
Trust Company.
Investment Fund B ("Fund B") - Fund B, the Fidelity Equity-Income Fund,
normally invests in income-producing equity securities, mainly large cap
stocks, but may invest in other types of equity and debt securities. The
fund may invest in securities of domestic and foreign issuers. Prior to
July 1, 1997, Fund B was invested in the Fidelity Puritan Fund.
Investment Fund C ("Fund C") - Fund C, the Fidelity Diversified
International Fund, normally invests at least 65% of total assets in
foreign securities. The fund may be invested in all types of securities,
including stocks and debt securities of companies and governments of all
nations. Prior to July 1, 1997, holdings in this fund were invested in the
Fidelity Worldwide Fund.
Investment Fund D ("Fund D") - Fund D, the Fidelity Aggressive Growth Fund
(formerly known as Fidelity Emerging Growth Fund), focuses on investment in
stocks of medium-sized companies, but may invest substantially in larger or
smaller companies. The fund invests in companies that are believed to offer
the potential for accelerated earnings or revenue growth. This fund carries
a "short-term trading fee", which is charged to discourage short-term
buying and selling of fund shares. Currently the fee is 0.75% of the value
of the shares sold. Prior to July 1, 1997, holdings in this fund were
invested in the Dreyfus New Leaders Fund.
Investment Fund E ("Fund E") - Fund E 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. Ownership is
measured in units of the fund instead of shares of stock.
Investment Fund F ("Fund F") - Fund F, the Fidelity Asset Manager Growth
Fund, was added as an investment option in the Plan effective July 1, 1997.
The fund invests in all basic types of U.S. and foreign investments:
stocks, bonds, and short-term/money market instruments. The fund's more
aggressive approach focuses on stocks and will generally aim for the
following combination: 70% stocks, 25% bonds, and 5% short-term/money
market class.
7
<PAGE>
Investment Fund G ("Fund G") - Fund G, the Fidelity Asset Manager Fund, was
added as an investment option in the Plan effective July 1, 1997. This fund
invests in all basic types of U.S. and foreign investments: stocks, bonds,
and short-term/money market instruments. The fund will generally aim for
the following combination: 50% stocks, 40% bonds, and 10% short-term/money
market class.
Investment Fund H ("Fund H") - Fund H, the Fidelity Asset Manager Income
Fund, was added as an investment option in the Plan effective July 1, 1997.
This fund invests in all basic types of U.S. and foreign investments:
stocks, bonds, and short-term/money market instruments. The fund focuses on
bonds and short-term/money market instruments and aims for the
following combination: 20% stock, 50% bonds, and 30% short-term/money
market class.
Investment Fund I ("Fund I") - Fund I, the Fidelity U.S. Bond Index Fund,
was added as an investment option in the Plan effective July 1, 1997. 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 effective July 1, 1997. The
fund invests in the 500 companies that make up the Standard & Poor's 500
Index 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 effective July 1, 1997. This fund
invests primarily in common stocks of both well-known, established
companies, as well as smaller, less well-known companies. Investments are
diversified across many different types of companies and industries. The
fund may also invest in bonds.
Investment Fund L ("Fund L") - Fund L, the Fidelity Growth Company Fund,
was added as an investment option in the Plan effective July 1, 1997. The
fund invests primarily in common stocks of domestic and foreign issuers.
The fund invests in 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 effective July 1, 1997. This fund
invests primarily in common stock of domestic and foreign issuers that are
selling below book value.
8
<PAGE>
The number of participants' accounts in each of the funds at December 31,
1998 and 1997 is as follows:
1998 1997
---- ----
Fund A 7,333 3,878
Fund B 1,129 895
Fund C 775 622
Fund D 942 746
Fund E 1,777 34
Fund F 98 29
Fund G 93 25
Fund H 66 17
Fund I 126 27
Fund J 236 59
Fund K 159 40
Fund L 202 58
Fund M 239 72
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, 1998
and 1997.
9
<PAGE>
Net Assets Available for Plan Benefits
December 31, 1998
<TABLE>
<CAPTION>
Fund A Fund B Fund C Fund D Fund E Fund F Fund G
------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets
Investments:
Short-term money market instruments $ 520,936 -- -- -- -- -- --
Investment contracts, at contract value 4,087,455 -- -- -- -- -- --
Mutual funds -- 2,312,167 889,495 1,891,920 -- 87,567 66,066
Ryder System, Inc. Common Stock -- -- -- -- 50,587 -- --
Participant loans receivable -- -- -- -- -- -- --
---------------------------------------------------------------------------------------
Total investments 4,608,391 2,312,167 889,495 1,891,920 50,587 87,567 66,066
Contributions receivable and other 101,575 39,489 17,936 32,699 4,826 2,214 3,239
---------------------------------------------------------------------------------------
Net assets available for plan benefits $4,709,966 2,351,656 907,431 1,924,619 55,413 89,781 69,305
=======================================================================================
Participant units outstanding 4,608,391 41,623 50,197 59,551 6,230 4,688 3,799
=======================================================================================
Participant unit investment value $ 1.00 55.55 17.72 31.77 8.12 18.68 17.39
=======================================================================================
</TABLE>
<TABLE>
<CAPTION>
Loan
Fund H Fund I Fund J Fund K Fund L Fund M Fund Total
------ ------ ------ ------ ------ ------ ---- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Assets
Investments:
Short-term money market instruments -- -- -- -- -- -- -- 520,936
Investment contracts, at contract value -- -- -- -- -- -- -- 4,087,455
Mutual funds 35,018 37,716 244,180 152,860 113,120 231,323 -- 6,061,432
Ryder System, Inc. Common Stock -- -- -- -- -- -- -- 50,587
Participant loans receivable -- -- -- -- -- -- 588,099 588,099
-------------------------------------------------------------------------------------
Total investments 35,018 37,716 244,180 152,860 113,120 231,323 588,099 11,308,509
Contributions receivable and other 1,921 2,265 6,497 4,376 5,204 8,268 -- 230,509
-------------------------------------------------------------------------------------
Net assets available for plan benefits 36,939 39,981 250,677 157,236 118,324 239,591 588,099 11,539,018
=====================================================================================
Participant units outstanding 2,842 3,423 5,555 6,974 2,217 4,073
============================================================
Participant unit investment value 12.32 11.02 43.96 21.92 51.02 56.79
============================================================
</TABLE>
10
<PAGE>
Net Assets Available for Plan Benefits
December 31, 1997
<TABLE>
<CAPTION>
Fund A Fund B Fund C Fund D Fund E Fund F Fund G
------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets
Investments:
Short-term money market instruments $ 476,496 -- -- -- -- -- --
Investment contracts, at contract value 3,742,738 -- -- -- -- -- --
Mutual 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 investment value $ 1.00 52.41 16.13 23.75 10.01 18.48 18.35
========================================================================================
</TABLE>
<TABLE>
<CAPTION>
Loan
Fund H Fund I Fund J Fund K Fund L Fund M Fund Total
------ ------ ------ ------ ------ ------ ---- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Assets
Investments:
Short-term money market instruments -- -- -- -- -- -- -- 476,496
Investment contracts, at contract value -- -- -- -- -- -- -- 3,742,738
Mutual funds 10,078 4,703 89,772 35,951 38,549 54,693 -- 4,156,928
Ryder System, Inc. Common Stock -- -- -- -- -- -- -- 12,132
Participant loans receivable -- -- -- -- -- -- 452,643 452,643
------------------------------------------------------------------------------------
Total investments 10,078 4,703 89,772 35,951 38,549 54,693 452,643 8,840,937
Contributions receivable and other 9 26 114 56 76 105 (2,289) 13,402
------------------------------------------------------------------------------------
Net assets available for plan benefits 10,087 4,729 89,886 36,007 38,625 54,798 450,354 8,854,339
====================================================================================
Participant units outstanding 827 436 2,566 1,887 890 1,173
=============================================================
Participant unit investment value 12.18 10.79 34.98 19.05 43.32 46.63
=============================================================
</TABLE>
11
<PAGE>
CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Fund A Fund B Fund C Fund D Fund E Fund F Fund G
------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation(depreciation) in
fair value of investments $ -- 123,868 76,180 444,532 (8,960) (696) (3,969)
Dividends -- 127,131 33,518 114,581 -- 12,008 11,339
Interest 266,128 -- -- -- -- -- --
-------------------------------------------------------------------------
Net investment income 266,128 250,999 109,698 559,113 (8,960) 11,312 7,370
-------------------------------------------------------------------------
Contributions:
Employer 452,781 117,810 53,940 93,667 12,892 5,631 7,350
Employee 599,574 308,559 136,016 237,289 35,243 19,549 19,584
-------------------------------------------------------------------------
Total contributions 1,052,355 426,369 189,956 330,956 48,135 25,180 26,934
-------------------------------------------------------------------------
Participant loan repayments 145,455 36,464 21,563 35,819 953 1,441 707
Transfers from other plans (13,391) 4,013 1,123 (6,707) 2,403 3,944 2,217
-------------------------------------------------------------------------
Total additions 1,450,547 717,845 322,340 919,181 42,531 41,877 37,228
-------------------------------------------------------------------------
Deductions from net assets attributed to:
Distributions to plan participants 521,394 193,586 80,582 117,667 1,740 3,264 --
Administrative expenses 67,366 2,719 2,726 1,416 194 144 300
Loans to participants 215,861 69,197 33,932 67,141 2,926 973 3,706
Interfund transfers 162,577 37,770 40,537 9,850 (5,575) (27,270) (11,492)
-------------------------------------------------------------------------
Total deductions 967,198 303,272 157,777 196,074 (715) (22,889) (7,486)
-------------------------------------------------------------------------
Net increase 483,349 414,573 164,563 723,107 43,246 64,766 44,714
Net assets available for plan benefits:
Beginning of year 4,226,617 1,937,083 742,868 1,201,512 12,167 25,015 24,591
-------------------------------------------------------------------------
End of year $ 4,709,966 2,351,656 907,431 1,924,619 55,413 89,781 69,305
=========================================================================
</TABLE>
<TABLE>
<CAPTION>
Loan
Fund H Fund I Fund J Fund K Fund L Fund M Fund
------ ------ ------ ------ ------ ------ ----
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation(depreciation) in
fair value of investments (47) 423 39,769 11,149 11,867 26,183 --
Dividends 2,344 1,417 3,631 10,101 7,210 16,904 --
Interest -- -- -- -- -- -- 31,948
-------------------------------------------------------------------------
Net investment income 2,297 1,840 43,400 21,250 19,077 43,087 31,948
-------------------------------------------------------------------------
Contributions:
Employer 4,972 6,027 15,687 9,053 12,598 18,226 --
Employee 11,437 18,101 66,350 28,656 35,307 50,383 --
-------------------------------------------------------------------------
Total contributions 16,409 24,128 82,037 37,709 47,905 68,609 --
-------------------------------------------------------------------------
Participant loan repayments 519 563 6,712 1,067 3,241 4,719 (259,223)
Transfers from other plans -- (10) (806) 36,920 119 4,265 --
-------------------------------------------------------------------------
Total additions 19,225 26,521 131,343 96,946 70,342 120,680 (227,275)
-------------------------------------------------------------------------
Deductions from net assets attributed to:
Distributions to plan participants 1,592 1,986 4,359 4,557 1,473 7,460 68,221
Administrative expenses 199 193 863 69 169 413 --
Loans to participants 463 864 20,086 1,819 7,049 9,224 (433,241)
Interfund transfers (9,881) (11,774) (54,756) (30,728) (18,048) (81,210) --
-------------------------------------------------------------------------
Total deductions (7,627) (8,731) (29,448) (24,283) (9,357) (64,113) (365,020)
-------------------------------------------------------------------------
Net increase 26,852 35,252 160,791 121,229 79,699 184,793 137,745
Net assets available for plan benefits:
Beginning of year 10,087 4,729 89,886 36,007 38,625 54,798 450,354
-------------------------------------------------------------------------
End of year 36,939 39,981 250,677 157,236 118,324 239,591 588,099
=========================================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Total
-----
<S> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation(depreciation) in
fair value of investments 720,299
Dividends 340,184
Interest 298,076
----------
Net investment income 1,358,559
----------
Contributions:
Employer 810,634
Employee 1,566,048
----------
Total contributions 2,376,682
----------
Participant loan repayments --
Transfers from other plans 34,090
----------
Total additions 3,769,331
----------
Deductions from net assets attributed to:
Distributions to plan participants 1,007,881
Administrative expenses 76,771
Loans to participants --
Interfund transfers --
----------
Total deductions 1,084,652
----------
Net increase 2,684,679
Net assets available for plan benefits:
Beginning of year 8,854,339
----------
End of year 11,539,018
==========
</TABLE>
12
<PAGE>
Changes in Net Assets Available for Plan Benefits
For the Year Ended December 31, 1997
<TABLE>
<CAPTION>
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:
Investment income:
Net appreciation (depreciation)
in fair value of investments $ -- 282,477 52,373 (41,861) (755) (1,481)
Dividends 122,912 97,143 26,439 234,584 -- 2,514
Interest 133,949 5 5 8 -- --
-----------------------------------------------------------------
Net investment income 256,861 379,625 78,817 192,731 (755) 1,033
-----------------------------------------------------------------
Contributions:
Employer 174,775 66,851 34,585 55,589 1,300 595
Employee 606,954 324,497 166,034 256,320 3,448 4,259
-----------------------------------------------------------------
Total contributions 781,729 391,348 200,619 311,909 4,748 4,854
-----------------------------------------------------------------
Participant loan repayments 97,723 15,665 12,346 16,690 211 94
-----------------------------------------------------------------
Total additions 1,136,313 786,638 291,782 521,330 4,204 5,981
-----------------------------------------------------------------
Deductions from net assets attributed to:
Distributions to plan participants 658,579 110,950 47,451 93,582 697 (570)
Administrative expenses 15,473 454 702 286 3 9
Loans to participants 183,267 52,108 27,022 45,922 18 5
Interfund transfers 194,144 (7,566) 26,685 17,234 (8,681) (18,478)
-----------------------------------------------------------------
Total deductions 1,051,463 155,946 101,860 157,024 (7,963) (19,034)
-----------------------------------------------------------------
Net increase 84,850 630,692 189,922 364,306 12,167 25,015
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 25,015
=================================================================
</TABLE>
<TABLE>
<CAPTION>
Fund G Fund H Fund I Fund J Fund K Fund L
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation)
in fair value of investments (653) (55) 54 2,239 (1,116) (3,244)
Dividends 1,644 350 69 720 1,933 3,422
Interest -- -- -- -- -- --
----------------------------------------------------------------------
Net investment income 991 295 123 2,959 817 178
----------------------------------------------------------------------
Contributions:
Employer 351 320 645 516 548 1,301
Employee 2,848 978 2,673 12,464 5,916 7,728
----------------------------------------------------------------------
Total contributions 3,199 1,298 3,318 12,980 6,464 9,029
----------------------------------------------------------------------
Participant loan repayments 182 38 182 226 208 511
----------------------------------------------------------------------
Total additions 4,372 1,631 3,623 16,165 7,489 9,718
----------------------------------------------------------------------
Deductions from net assets attributed to:
Distributions to plan participants -- -- 321 274 (570) --
Administrative expenses 12 3 18 110 6 12
Loans to participants 79 -- 79 26 38 83
Interfund transfers (20,310) (8,459) (1,524) (74,131) (27,992) (29,002)
----------------------------------------------------------------------
Total deductions (20,219) (8,456) (1,106) (73,721) (28,518) (28,907)
----------------------------------------------------------------------
Net increase 24,591 10,087 4,729 89,886 36,007 38,625
Net assets available for plan benefits:
Beginning of year -- -- -- -- -- --
----------------------------------------------------------------------
End of year 24,591 10,087 4,729 89,886 36,007 38,625
======================================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Loan
Fund M Fund Total
------ ---- ------
<S> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation)
in fair value of investments (3,962) -- 284,016
Dividends 4,320 -- 496,050
Interest -- 27,605 161,572
-----------------------------------
Net investment income 358 27,605 941,638
-----------------------------------
Contributions:
Employer 822 -- 338,198
Employee 10,719 -- 1,404,838
-----------------------------------
Total contributions 11,541 -- 1,743,036
-----------------------------------
Participant loan repayments 714 (144,790) --
-----------------------------------
Total additions 12,613 (117,185) 2,684,674
-----------------------------------
Deductions from net assets attributed to:
Distributions to plan participants and other (345) 21,741 932,110
Administrative expenses 55 -- 17,143
Loans to participants 25 (308,672) --
Interfund transfers (41,920) -- --
-----------------------------------
Total deductions (42,185) (286,931) 949,253
-----------------------------------
Net increase 54,798 169,746 1,735,421
Net assets available for plan benefits:
Beginning of year -- 280,608 7,118,918
-----------------------------------
End of year 54,798 450,354 8,854,339
===================================
</TABLE>
13
<PAGE>
5. TRANSFERS FROM OTHER PLANS
RSI also sponsors the Ryder System, Inc. Employee Savings Plan A for
non-salaried employees. Account balances of non-salaried employees in Plan
A, who are subsequently employed by the Company, are, in turn, transferred
to the Plan. Transfers to the Plan for 1998 and 1997 amounted to $34,090
and $0, respectively.
6. 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 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.
7. 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.
8. 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.
9. ADMINISTRATIVE EXPENSES
Administrative expenses are paid by the participants. At its discretion,
the Company may elect to pay some administrative and marketing expenses.
14
<PAGE>
10. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per
the financial statements to the Form 5500:
December 31,
1998 1997
---- ----
Net assets available for benefits
per the financial statements $ 11,539,018 8,854,339
Amounts allocated to
withdrawing participants (300,697) (245,726)
------------ ---------
Net assets available for benefits
per the Form 5500 $ 11,238,321 8,608,613
============ =========
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
Year ended
December 31, 1998
-----------------
Benefits paid to participants
per the financial statements $ 1,007,881
Add: Amounts allocated to withdrawing
participants at December 31, 1998 300,697
Less: Amounts allocated to withdrawing
participants at December 31, 1997 245,726
-----------
Benefits paid to participants
per the Form 5500 $ 1,062,852
===========
Amounts allocated to withdrawing participants are recorded on the Form 5500
for benefit claims that have been processed and approved for payment prior
to December 31 but not yet paid as of that date.
11. YEAR 2000 PREPAREDNESS (UNAUDITED)
The Year 2000 issue is the result of information systems, including
computer systems and software products, using two digits rather than four
to indicate the applicable year. The operations and records of the Plan are
dependent on the information systems of the Company, Plan
trustee/recordkeeper, and various other service providers, which are
outside the Plan administrator's scope of control such as financial
institutions and government functions. Therefore, the Plan could be
adversely affected if these information systems do not properly process
date-related information from and after January 1, 2000. Both the Company
and Plan trustee/recordkeeper have indicated that they are: (1) currently
in the remediation and testing phases of their Year 2000 readiness plans
with testing expected to continue until late 1999, and (2) developing and
refining contingency plans for their respective information systems and
processes. The Plan administrator will continue to monitor their progress
and can make no assurances that the Plan will not be materially impacted by
potential Year 2000 failure. In addition, the Plan administrator cannot
reasonably predict the possible exposure and impact of Year 2000 failure on
the Plan resulting from other service providers, which are outside the
scope of its control.
15
<PAGE>
EXHIBIT INDEX
-------------
EXHIBIT DESCRIPTION
- ------- -----------
23.1 Independent Auditors' Consent
99.1 Item 27A - Schedule of Assets Held for
Investment Purposes - December 31, 1998
99.2 Item 27d - Schedule of Reportable Transactions
for the year ended December 31, 1998
16
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Participants and Administrator
Ryder Student Transportation Services, Inc. Retirement/Savings Plan
We consent to incorporation by reference in the Registration Statement (No.
333-57599) on Form S-8 of Ryder System, Inc. of our report dated June 25, 1999,
relating to the statements of net assets available for plan benefits of the
Ryder Student Transportation Services, Inc. Retirement/Savings Plan as of
December 31, 1998 and 1997, 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, 1998, and
Schedule of Reportable Transactions for the year ended December 31, 1998, which
report appears in the December 31, 1998 annual report on Form 11-K of the Ryder
Student Transportation Services, Inc. Retirement/Savings Plan filed by Ryder
System, Inc.
/s/ KPMG LLP
Miami, Florida
June 25, 1999
17
EXHIBIT 99.1
RYDER STUDENT TRANSPORTATION SERVICES, INC. RETIREMENT/SAVINGS PLAN
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
<TABLE>
<CAPTION>
NUMBER OF
SHARES, UNITS
OR PRINCIPAL MARKET
ISSUER AMOUNTS COST VALUE
------ ------- ---- -----
<S> <C> <C> <C>
Fidelity Short-Term Interest Fund* 520,936 $ 520,936 520,936
Fidelity Equity-Income Fund* 41,623 2,113,261 2,312,167
Fidelity Diversified International Fund* 50,197 854,608 889,495
Fidelity Aggressive Growth Fund* 59,551 1,607,116 1,891,920
Ryder System, Inc. Common Stock Fund* 6,230 56,961 50,587
Fidelity Asset Manager Growth Fund* 4,688 89,811 87,567
Fidelity Asset Manager Fund* 3,799 70,681 66,066
Fidelity Asset Manager Income Fund* 2,842 35,127 35,018
Fidelity U.S. Bond Index Fund* 3,423 37,301 37,716
Spartan U.S. Equity Index Fund* 5,555 204,367 244,180
Putnam Voyager Fund A 6,974 142,295 152,860
Fidelity Growth Company Fund* 2,217 104,599 113,120
Fidelity Contrafund* 4,073 209,875 231,323
Participant Loans 588,099 -- 588,099
---------- ---------
$6,046,938 7,221,054
========== =========
<FN>
* Represents a Party-in-Interest
</FN>
</TABLE>
<TABLE>
<CAPTION>
NUMBER OF
SHARES, UNITS
OR PRINCIPAL CONTRACT MARKET
INVESTMENT CONTRACTS AMOUNTS VALUE VALUE
- ------------------------------------------------------------------------------------- -------------- ------------ --------
<S> <C> <C> <C> <C> <C> <C>
TRADITIONAL GUARANTEED INVESTMENT CONTRACTS:
Aetna Life Insurance Co. 014162 7.85% 9/30/99 $ 165,318 165,318 168,226
AIG Life Insurance Co. GIC-898 7.08% 6/30/99 79,702 79,702 81,217
Allstate Life Insurance Co. 6006 6.87% 4/02/01 151,814 151,814 158,012
Continental Assurance Co. MBIA/CNA 24000 6.04% 6/30/99 105,250 105,250 105,795
Continental Assurance Co. GP-12917 5.17% 3/31/99 147,159 147,159 147,211
Continental Assurance Co. GP-24037-006 6.04% 12/31/99 121,064 121,064 122,447
John Hancock Mutual Life Insurance Co. 7747 8.02% 9/30/99 122,297 122,297 124,786
John Hancock Mutual Life Insurance Co. 8613 7.21% 10/02/00 135,080 135,080 140,655
Metropolitan Life GAC 24757 6.42% 12/31/99 172,987 172,987 175,972
Monumental Life Insurance Co. BDA00626FR-00 7.03% 3/31/00 122,822 122,822 127,034
New York Life GA30317 6.29% 6/30/99 41,925 41,925 42,184
New York Life GA30317002 6.44% 8/16/99 98,209 98,209 99,045
Pacific Life Insurance Co. G-26167.01 4.20% 1/19/99 58,233 58,233 58,112
Principal Life Insurance Co. 42112901 5.95% 9/29/00 53,790 53,790 54,449
Principal Life Insurance Co. 42112902 7.05% 12/31/99 159,785 159,785 164,353
Prudential Insurance Co. of America 007819 211 5.77% 7/31/00 161,319 161,319 162,284
Transamerica Occidental Life Insurance Co. 51214 7.10% 3/31/99 100,487 100,487 100,974
SYNTHETIC GUARANTEED INVESTMENT CONTRACTS:
AIG Financial Products Corp. 163083 6.48% 1/15/99 193,042 193,042 197,599
Chase Manhattan Bank 401078 5.95% 1/15/99 153,929 153,929 156,924
Chase Manhattan Bank 401266 4.55% 2/16/99 162,081 162,081 160,327
Deutsche Bank FID-RYD-1 5.75% 1/15/99 171,105 171,105 171,012
Monumental Life Insurance Co. BDA00367TR-03 5.86% 1/15/99 115,472 115,472 115,493
Monumental Life Insurance Co. BDA00367TR-04 4.73% 10/15/01 155,154 155,154 153,975
Monumental Life Insurance Co. BDA00367TR-02 6.16% 1/15/99 190,097 190,097 192,479
Morgan Guaranty RYDER01A 6.02% 1/15/99 154,793 154,793 156,310
Morgan Guaranty RYDER02 5.98% 1/15/99 122,119 122,119 122,977
State Street Bank 98052 5.87% 1/15/99 116,445 116,445 116,546
Transamerica Life Insurance and Annuity Co. 76710 6.34% 1/25/99 153,881 153,881 157,481
Union Bank of Switzerland 2340 6.40% 1/6/99 193,355 193,355 196,716
Westdeutsche Landesbank WLB6007 5.97% 1/15/99 208,741 208,741 209,017
---------- ----------- ---------
$4,087,455 4,087,455 4,139,612
========== =========== =========
</TABLE>
18
EXHIBIT 99.2
RYDER STUDENT TRANSPORTATION SERVICES, INC. RETIREMENT/SAVINGS PLAN
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
NUMBER OF COST OF NUMBER OF PROCEEDS REALIZED
PURCHASES PURCHASES SALES FROM SALE GAIN
--------- ------------- ------------ ------------ --------
<S> <C> <C> <C> <C> <C>
Managed Interest Income Fund* 213 $1,561,739 230 $1,071,008 $ --
Fidelity Equity-Income Fund* 213 634,553 176 340,510 28,054
Fidelity Aggressive Growth Fund* 207 570,995 162 289,716 7,722
<FN>
* Represents a Party-in-Interest
</FN>
</TABLE>
19
