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, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from __________ to __________.
Commission file number # 001-04364
RYDER SYSTEM, INC. DEFERRED COMPENSATION PLAN
Ryder System, Inc.
3600 N.W. 82 Avenue
Miami, Florida 33166
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REQUIRED INFORMATION
FINANCIAL STATEMENTS PAGE NO.
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/bullet/ Independent Auditors' Report 2
/bullet/ Statements of Financial Position
December 31, 1999 and 1998 3
/bullet/ Statements of Changes in Plan Equity
for the years ended December 31, 1999 and 1998 4
/bullet/ Notes to Financial Statements 5
EXHIBITS
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/bullet/ Exhibit Index 9
/bullet/ Independent Auditors' Consent 10
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Ryder
System, Inc. Retirement Committee has duly caused this annual report to be
signed by the undersigned thereunto duly authorized.
RYDER SYSTEM, INC.
DEFERRED COMPENSATION PLAN
Date: June 28, 2000 By: /s/ EDWIN A. HUSTON
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Edwin A. Huston
Vice Chairman
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INDEPENDENT AUDITORS' REPORT
The Participants and Administrator
Ryder System, Inc. Deferred Compensation Plan:
We have audited the accompanying statements of financial position of Ryder
System, Inc. Deferred Compensation Plan (the "Plan") as of December 31, 1999 and
1998, and the related statements of changes in plan equity 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 financial position of the Plan as of December 31,
1999 and 1998, and the changes in plan equity for the years then ended in
conformity with generally accepted accounting principles.
/s/ KPMG LLP
Miami, Florida
June 23, 2000
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RYDER SYSTEM, INC. DEFERRED COMPENSATION PLAN
STATEMENTS OF FINANCIAL POSITION
DECEMBER 31, 1999 AND 1998
1999 1998
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ASSETS
Receivable from Ryder System, Inc. $ 16,952,754 $ 11,278,809
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Total assets $ 16,952,754 $ 11,278,809
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LIABILITIES AND PLAN EQUITY
Plan equity $ 16,952,754 $ 11,278,809
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Total liabilities and plan equity $ 16,952,754 $ 11,278,809
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The accompanying notes are an integral part of these financial statements.
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RYDER SYSTEM, INC. DEFERRED COMPENSATION PLAN
STATEMENTS OF CHANGES IN PLAN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
1999 1998
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Additions to plan equity attributed to:
Investment income from
notional investments:
Net appreciation in value $ 1,932,166 $ 477,235
Dividends 1,028,420 518,918
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Net investment income 2,960,586 996,153
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Contributions to notional investments:
Employer 154,955 204,103
Employee 3,565,061 3,642,943
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Total contributions 3,720,016 3,847,046
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Transfers from other plans -- 2,480,577
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Total additions 6,680,602 7,323,776
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Deductions from plan equity:
Distributions 1,006,657 754,638
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Net increase in plan equity 5,673,945 6,569,138
Plan equity at beginning of period 11,278,809 4,709,671
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Plan equity at end of period $16,952,754 $11,278,809
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The accompanying notes are an integral part of these financial statements.
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RYDER SYSTEM, INC. DEFERRED COMPENSATION PLAN
NOTES TO FINANCIAL STATEMENTS
1. Description of Plan
The following description of the Ryder System, Inc. Deferred Compensation
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 was adopted effective January 1, 1997. The Plan is
unfunded and is intended to be exempt from the participation, vesting,
funding, and fiduciary requirements of Title I of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), but is subject to
certain reporting and disclosure requirements under ERISA. Further,
benefits under the Plan are not guaranteed under Title IV of ERISA. The
right of a participant or his designated beneficiary to receive a
distribution under the Plan will be an unsecured claim against the general
assets of Ryder System, Inc. (the "Company"), and neither the participant
nor a designated beneficiary will have any rights in or against any
specific assets of the Company.
Effective July 1, 1997, the Company transferred assets to a grantor trust
(the "Trust") solely for the benefit of the Plan participants which may be
used to pay all or a portion of the obligations of the Plan and certain
other non-qualified benefit obligations of the Company. The Trust provides
greater assurance that future benefits under the Plan will be paid in the
event that a change of control should occur or under other circumstances.
However, the right of a participant or his designated beneficiary to
receive a distribution under the Plan will be an unsecured claim against
the Trust and the general assets of the Company in the event of bankruptcy,
and neither the Plan, participant, nor a designated beneficiary will have
any rights in or against any specific assets of the Trust or the Company.
The Plan Administrator is the Ryder System, Inc. Retirement Committee.
Fidelity Management Trust Co. is the Plan's recordkeeper.
Eligibility. Participation in the Plan is voluntary. To participate in the
Plan, an employee must (i) be designated by a committee appointed by the
Board of Directors, (ii) be part of a select group of management or highly
compensated employees within the meaning of Sections 201(2), 301(a)(3) and
401 (a)(1) of ERISA, and (iii) be an eligible employee of the Company with
tax-deferred contributions or Company matching contributions under the
Ryder System, Inc. Savings Plan A or B (the "Savings Plan") limited by
reason of limitations imposed by Sections 402(g), 415 or 401(a)(17) of the
Internal Revenue Code of 1986 (the "Code"), as amended. Members of the
Company's Board of Directors are eligible for participation in the Plan.
Contributions. Compensation deferral agreements are effective on a Plan
year basis, and must be filed before the beginning of a Plan year.
Participants may defer up to 100% of compensation less the amount of
Savings Plan tax-deferred contributions. Income taxes are deferred on
participants' salary reductions and the deferred salary amounts are assumed
to be invested ("notional investments") in accordance with investment
options selected by each participant. Participants may elect to contribute
to any of 13 notional investment options. Participants may transfer their
contributions among funds on a daily basis. Beginning January 1, 1998, the
Company contributions are automatically allocated on a notional basis to
the Ryder System, Inc. Common Stock Fund and will remain there until the
participant terminates employment or reaches age 55, whichever comes first.
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The Company matches 50% of employee contributions up to 4% of compensation
(6% if the Company meets its Economic Value Added or EVA goal), offset by
any company match recorded during the plan year in the Savings Plans. Plan
contributions and match are not tied to participation in the Savings Plan.
Beginning January 1, 1999, the Company has revised the additional EVA match
component so that participants will receive a pro-rata portion of the EVA
match based on the portion of the EVA goal attained.
Participant Accounts. Each participant's account is credited with the
participant's contribution and allocations of (a) the Company's
contribution and, (b) appreciation which is indexed to the market
performance of the participants' elections among the notional investment
funds made available under the Plan less administrative expenses, if any.
Allocations are based on participant earnings or account balance.
Appreciation is allocated daily based on units of notional investment.
Forfeited balances of terminated participants' non-vested accounts are used
to reduce future Company contributions. At December 31, 1999, forfeited
non-vested accounts available to reduce future employer contributions
totaled $8,407. The benefit to which a participant is entitled is the
benefit that can be provided from the participant's vested account.
Vesting. Participants are immediately vested in their contributions and any
appreciation thereon. Upon completion of two years of service, participants
vest 25% in the Company contributions and the appreciation attributable to
such contributions and 25% upon completion of each year thereafter until
they are fully vested. At retirement age, (the earlier of age 65 or the
date in which a participant has both attained age 55 and completed at least
10 years of service), a participant becomes fully vested in the Company
contributions and the appreciation attributable to such contributions.
Distributions. The vested portion of a participant's account, less any
applicable withholding, shall be distributed at the participant's election,
as either a) a lump sum or b) a minimum of two, and a maximum of 15 annual
installments. Distributions shall be paid on the January 1 immediately
following a participant's separation from employment, or as soon as
administratively practical thereafter. Each year's deferral has a separate
distribution election and participants may elect up to 15 annual
installments or a fixed date distribution during employment. A participant
may request a distribution of all or a portion of his elective contribution
account balance if he can demonstrate financial hardship. The Plan
Administrator must approve the request and the amount withdrawn cannot be
subsequently repaid to the Company. Such amounts will be considered
distributions to the participant for tax purposes. At anytime, participants
may elect to withdraw all of the vested portion of their account less a
withdrawal penalty of 10% of such amount. Once payment is made, the
participant shall not be eligible to participate in the Plan again.
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 preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect reported amounts and related
disclosures. Actual results could differ from those estimates.
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Receivable from Company. The Plan records a receivable from the Company
equal to the notional amount of the participants' accounts including
company matches. Purchases and sales of notional investments are recorded
on a trade-date basis. Dividends on notional investments in Company common
stock and mutual funds are recorded on the record date. Interest income on
notional investments is recorded on the accrual basis.
Payment of Benefits. Benefits are recorded when paid.
3. Transfers From Other Plans
Effective January 1, 1998, participants of the Prime Rate Deferred
Compensation Plan had the option to transfer any or all of their account
balances to the Plan. Account balances transferred from the Prime Rate
Deferred Compensation Plan totaled $2.5 million in 1998.
4. Nonparticipant-directed Notional Investments
Information about the notional investments and the significant components
of the changes in notional investments related to nonparticipant-directed
notional investments is as follows:
December 31,
1999 1998
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Notional Investments:
Common Stock $115,678 $60,264
Year ended
December 31, December 31,
1999 1998
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Changes in Notional Investments:
Contributions $ 61,534 $69,006
Net depreciation (6,120) (3,935)
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$ 55,414 $65,071
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5. 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 the Plan is terminated,
distribution of amounts in the participant's account shall be made to the
participant on January 1st immediately following a participant's separation
from employment. Payment will be made in accordance with the participant's
most recent participant election and enrollment form which is effective at
least one year prior to the date of separation of employment. No additional
credits of contributions shall be made to the participant's account for
periods after termination of the Plan, but the Retirement Committee shall
continue to credit gains and losses to the participant's account, until the
balance has been fully distributed.
6. Tax Status of the Plan
A participant generally will not be taxed on the tax-deferred contributions
or the Company matching contributions to the Plan, or earnings thereon,
allocable to his participant's account until such amounts are distributed
to the participant or his beneficiary under the Plan. The value of the
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participant's account, including any earnings, is deductible by the Company
for federal tax purposes in the year in which those amounts become taxable
to the participant or his beneficiary.
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. Since the Plan is not qualified
under Section 401(a) of the Code, distributions from the Plan will not
qualify for any of the favorable tax rulings applicable to qualified tax
distributions, such as tax-deferred rollovers or five year averaging. On
the other hand, distributions from the Plan will not be subject to various
excise taxes applicable to qualified plan distributions, such as 10% excise
tax on distribution prior to age 59 1/2, or the 15% excise tax on excess
benefit payments.
An employee's tax-deferred contributions to the Plan are subject to
federal social security and medicare taxes and federal unemployment taxes
when earned, and Company matching contributions, and any earnings thereon
prior to the time such amounts become vested, are subject to those taxes
as and when they become vested.
7. Plan Fees and Expenses
Although all expenses of administration relating to the Plan may be charged
against a participant's account, at the present time, the Company has
elected to pay all administrative and marketing expenses.
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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23.1 Independent Auditors' Consent
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