RYDER SYSTEM INC
11-K, 1994-06-29
AUTO RENTAL & LEASING (NO DRIVERS)
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<PAGE>   1

                                   FORM 11-K





(Mark one)


          [X]  ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE
               SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended December 31, 1993



                                       OR




          [ ]  TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE
               SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from ___ to ___.




Commission file number #33-4333



                  RYDER SYSTEM, INC. EMPLOYEE SAVINGS PLAN B
                              Ryder System, Inc.
                             3600 N.W. 82 Avenue
                            Miami, Florida  33166

<PAGE>   2


                         Independent Auditors' Report
                         ----------------------------


The Participants and Administrator
Ryder System, Inc. Employee Savings Plan B:


We have audited the accompanying statement of financial position with
fund information of Ryder System, Inc.  Employee Savings Plan B as of December
31, 1993, and the related statement of income and changes in plan equity with
fund information for the year ended December 31, 1993.  These financial
statements are the responsibility of the Plan's management.  Our responsibility
is to express an opinion on these financial statements based on our audit.

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 audit provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1993 and the changes in net assets available for benefits for the
year ended December 31, 1993, in conformity with generally accepted accounting
principles.

Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental Schedule of
Investments and Schedule of reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and  Regulations for Reporting and Disclosure under
the Employee Retirement Income  Security Act of 1974.  The fund information in
the statement of financial position with fund information and statement of
income and changes in plan equity with fund information is presented for
purposes of additional analysis rather than to present the financial position
and changes in plan equity of each fund.  The supplemental schedules and fund
information have been 

<PAGE>   3


subjected to the auditing procedures applied in the audit of the basic 
financial statements and, in our opinion, are fairly stated in all material 
respects in relation to the basic financial statements taken as a whole.



                                       
                                       KPMG PEAT MARWICK
June 29, 1994
<PAGE>   4
                   Ryder System, Inc. Employee Savings Plan B
            Statement of Financial Position, with Fund Information
                               December 31, 1993

<TABLE>
<CAPTION>
     Assets                       Fund A         Fund B         Fund C       Fund D                                             
                               ------------    ----------     ---------    ----------
Investments:                                                                                                                      
 <S>                           <C>             <C>            <C>          <C>                                               
Fixed income investments,                                                                                                         
 at cost                       $    161,607       157,464                      74,837                                             
Group annuity insurance                                                                                                           
 contracts, at contract value                  46,532,755                                                                         
Pooled investment funds                                                                                                           
 (cost, $51,037,453)                                          2,136,004    14,228,186                                             
Securities of                                                                                                                     
 participating employer                                                                                                           
 (cost, $18,671,027)             18,152,666                                                                                       
Other Securities                                                                                                                  
 (cost, $2,733,724)                                                                                                              
Participant loans receivable                                                                                                      
                               ------------    ----------     ---------    ----------
  Total investments              18,314,273    46,690,219     2,136,004    14,303,023                                             
                               
Dividends and interest                                                                                                            
 receivable                             387       807,825         6,979        60,317                                             
Contributions receivable                                              0                                                           
 and other                           79,520       302,177        21,620        70,106                                             
Transfers from other plan            42,033       186,473        42,341       272,502                                             
Interfund transfers                                                                                                               
 receivable (payable)                34,518      (380,041)      (59,301)       (3,837)                                            
                               ------------    ----------     ---------    ----------                                             
   Total assets                $ 18,470,731    47,606,653     2,147,643    14,702,111                                             
                               ============    ==========     =========    ==========                                             
   Liabilities and Plan Equity                                                                                                    
Other liabilities              $    271,238     1,494,691        42,151       191,065                                            
Plan equity                      18,199,493    46,111,962     2,105,492    14,511,046                                            
                               ------------   -----------    ----------   -----------                                             
  Total liabilities                                                                                                               
   and plan equity             $ 18,470,731    47,606,653     2,147,643    14,702,111                                            
                               ============    ==========    ==========   ===========                                             
                                            
Number of units                   7,963,512    29,907,092     1,162,904     4,157,225                                            
                               ============    ==========    ==========   ===========                                             
Plan equity per unit           $       2.29          1.54          1.81          3.49                                            
                               ============    ==========    ==========   ===========                                             

<CAPTION>

     Assets                         Fund E         Fund F        Fund G         Fund H      Loan Fund      Total     
                                 ----------      ---------     ---------       ---------    ---------   ------------               
Investments:                                                                                                                      
 <S>                            <C>              <C>           <C>             <C>          <C>         <C>          
Fixed income investments,                                                                                                         
 at cost                             85,942         60,150        26,100                                     566,100   
Group annuity insurance                                                                                                           
 contracts, at contract value                                                                             46,532,755   
Pooled investment funds                                                                                                           
 (cost, $51,037,453)             30,178,166      8,886,848     7,135,855                                  62,565,059   
Securities of                                                                                                                     
 participating employer                                                                                                           
 (cost, $18,671,027)                                                                                      18,152,666   
Other Securities                                                                                                                  
 (cost, $2,733,724)                                                            2,593,783                   2,593,783   
Participant loans receivable                                                                7,279,566      7,279,566   
                               ------------    -----------   -----------     -----------  -----------   ------------               
  Total investments              30,264,108      8,946,998     7,161,955       2,593,783    7,279,566    137,689,929   
Dividends and interest                                                                                                            
 receivable                       1,278,981      1,135,452        12,470                                   3,302,411   
Contributions receivable                                                                                                          
 and other                          150,419         43,479        31,565                       37,914        736,800   
Transfers from other plan          (109,692)       (45,788)     (109,898)                                    277,971   
Interfund transfers                                                                                                               
 receivable (payable)                38,226         21,664       205,659         (42,209)     185,321              0   
                               ------------    -----------   -----------     -----------  -----------   ------------               
   Total assets                  31,622,042     10,101,805     7,301,751       2,551,574    7,502,801    142,007,111   
                               ============    ===========   ===========     ===========  ===========   ============               
                                                                                                                                  
   Liabilities and Plan Equity                                                                                                     
Other liabilities                  1,589,418      1,241,342       153,820         35,631       29,999      5,049,355   
Plan equity                       30,032,624      8,860,463     7,147,931      2,515,943    7,472,802    136,957,756              
                                ------------    -----------   -----------    -----------  -----------  -------------               
  Total liabilities                                                                                                    
   and plan equity                31,622,042     10,101,805     7,301,751      2,551,574    7,502,801    142,007,111              
                                ============    ===========   ===========    ===========  ===========  =============               
Number of units                    5,885,285      5,031,216     4,251,264      1,280,825                                          
                                ============    ===========   ===========     ===========  
Plan equity per unit                    5.10           1.76          1.68           1.96                              

</TABLE>
 See accompanying note to financial statements.
<PAGE>   5
                   Ryder System, Inc. Employee Savings Plan B
    Statement of Income and Changes in Plan Equity, with Fund Information
                      For the Year Ended December 31, 1993

<TABLE>
<CAPTION>
                                    Fund A        Fund B         Fund C        Fund D                                               
                                -------------   -----------     ---------    ----------                                            
 Net investment income:                                                                                                            
   <S>                            <C>           <C>             <C>          <C>                                                   
   Dividends                      $   461,120                                 1,309,263                                            
   Interest                             4,066     4,102,694        87,650         3,462                                            
                                  -----------   -----------     ---------    ----------                                            
    Net investment income             465,186     4,102,694        87,650     1,312,725                                            
                                                                                                                                   
 Realized gains                       806,698                                    70,447                                            
                                                                                                                                   
 Net change in unrealized                                                                                                          
  appreciation/(depreciation)
  on investments                    1,374,522                                   412,264                                            
                                                                                                                                   
 Contributions:                                                                                                                    
  Employer contributions              230,514       877,893        94,141       221,841                                            
  Employee contributions            1,829,759     7,140,217       550,594     2,061,728                                            
                                  -----------   -----------     ---------    ----------                                            
     Total contributions            2,060,273     8,018,110       644,735     2,283,569                                            
                                                                                                                                   
 Participant loan repayments          466,061     1,698,669       129,588       437,145                                            
                                                                                                                                   
 Distributions and other             (762,260)   (2,905,166)     (154,904)     (643,819)                                           
                                                                                                                                   
 Distribution to other Plan        (1,279,973)  (13,098,988)     (902,341)   (1,654,146)                                           
                                                                                                                                   
 Plan Fees and Expenses               (38,574)      (84,828)       (8,487)      (26,823)                                           
                                                                                                                                   
 Loans to participants               (641,183)   (1,911,788)     (199,888)     (388,003)                                           

 Transferred from Plan A           20,647,725    49,771,601     2,887,754    13,031,525                                         

 Equity Transfer to Fund H         (3,014,323)                                                                                     
                                                                                                                                   
 Interfund transfers               (1,884,659)      521,658      (378,615)     (323,838)                                           
                                  -----------   -----------     ---------    ----------                                            
   Net changes in plan equity      18,199,493    46,111,962     2,105,492    14,511,046
                                                                                                                                   
 Plan equity at beginning of                                                                                                       
  period                                    0             0             0             0
                                  -----------   -----------     ---------    ----------                                            
 Plan equity at end of                                                                                                             
  period                          $18,199,493    46,111,962     2,105,492    14,511,046                                            
                                  ===========   ===========     =========    ==========                                             
          
<CAPTION> 
                                     Fund E         Fund F       Fund G         Fund H       Loan Fund          Total             
                                   ---------     ----------    ----------      ---------     ---------       -----------           
 Net investment income:                                                                                                            
 <S>                              <C>            <C>           <C>             <C>          <C>              <C>                   
   Dividends                       1,161,789        966,582       791,381                                      4,690,135           
   Interest                            6,508          4,603         2,908                      472,546         4,684,437           
                                  ----------     ----------    ----------      ---------    ----------       ------------           
     Net investment income         1,168,297        971,185       794,289              0       472,546         9,374,572           
                                                                                                                                   
 Realized gains                    1,109,774        615,749        51,622                                      2,654,290           
                                                                                                                                   
 Net change in unrealized                                                                                                          
  appreciation/(depreciaton)
   on investments                  3,015,777        343,876     1,090,373       (139,941)                      6,096,871           
                                                                                                                                   
 Contributions:                                                                                                                    
   Employer contributions            505,875        187,029       131,122                                      2,248,415           
   Employee contributions          4,614,359      1,780,814     1,210,112                                     19,187,583           
                                  ----------     ----------    ----------      ---------    ----------       -----------           
     Total contributions           5,120,234      1,967,843     1,341,234              0                      21,435,998           
                                                                                                                                   
 Participant loan repayments         959,997        308,985       248,464                   (4,248,909)                0           
                                                                                                                                   
 Distributions and other          (1,259,366)      (408,485)     (465,509)       (39,317)        8,044        (6,630,782)          
                                                                                                                                   
 Distribution to other Plan       (4,735,903)    (4,167,222)   (2,590,927)      (214,737)   (1,782,944)      (30,427,181)          
                                                                                                                                   
 Plan Fees and Expenses              (47,555)       (18,356)      (14,191)                                      (238,814)          
                                                                                                                                   
 Loans to participants            (1,101,295)      (328,786)     (233,887)        (2,663)    4,807,493                 0           

 Transferred from Plan A          26,577,146      7,967,404     5,656,267        (61,549)    8,214,929       134,692,802           
                                                                                                                                   
 Equity Transfer to Fund H                                                     3,014,323                               0           
                                                                                                                                   
 Interfund transfers                (774,482)     1,608,270     1,270,196        (40,173)        1,643                 0           
                                  ----------     ----------    ----------      ---------    ----------       -----------           
   Net changes in plan equity     30,032,624      8,860,463     7,147,931      2,515,943     7,472,802       136,957,756
                                                                                                                                   
 Plan equity at beginning of                                                                                                       
  period                                    0             0             0              0             0                 0  
                                  ----------     ----------    ----------      ---------    ----------       -----------           
 Plan equity at end of                                                                                                             
  period                          30,032,624      8,860,463     7,147,931      2,515,943     7,472,802       136,957,756           
                                  ==========     ==========    ==========      =========    ==========       ===========
</TABLE>                                                                       

 See accompanying note to financial statements.
<PAGE>   6
                  RYDER SYSTEM, INC. EMPLOYEE SAVINGS PLAN B
                         NOTE TO FINANCIAL STATEMENTS
                               DECEMBER 31, 1993


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATTERS

a.   BASIS OF ACCOUNTING

     The financial statements of the Ryder System, Inc. Employee Savings
     Plan B (The "Plan") are prepared on the accrual basis of accounting.  Plan
     assets, except for participant loan receivables and group annuity 
     insurance contracts which are valued at contract value, are stated at
     market value (quoted market prices) as determined by the Plan's trustee. 
     Purchases and sales of securities are recorded on a trade date basis. 
     Cost is determined based on historical average cost.

b.   THE PLAN

     The following description of the Plan reflects all plan amendments through
     December 31, 1993, and is provided for general purposes only.  As of
     January 1, 1993, the Ryder System, Inc. Employee Savings Plan B was
     established for active salaried employees and active employees, whether
     salaried or hourly, of the Aviation Services Division.  Such employees and
     their participating account balances were transferred from the Ryder
     System, Inc. Employee Savings Plan A.

     Participants should refer to the Plan document for more complete
     information.  The Plan is a defined contribution plan and, as such, is
     subject to some, but not all, of the provisions of the Employee Retirement
     Income Security Act of 1974 ("ERISA").  It is excluded from coverage under
     Title IV of ERISA, which generally provides for guaranty and insurance of
     retirement benefits; and it is not subject to the funding requirements of
     Title I of ERISA.  The Plan is, however, subject to those provisions of
     Title I and II of ERISA which, among other things, require that each
     participant be furnished with an annual financial report and a
     comprehensive description of the participant's rights under the plan, set
     minimum standards of responsibility applicable to fiduciaries of the Plan,
     and establish minimum standards for participation and vesting.

     Participation in the Plan is voluntary.  However, to participate in the
     Plan, an employee must meet certain eligibility requirements related to
     employment date, age and service hours.  In general, non-salaried
     employees of the company and participating affiliates are eligible to
     participate in the Plan, however, an employee who is in a unit of
     employees represented by a collective bargaining agent is excluded from
     participation in the Plan unless the unit has negotiated coverage under
     the Plan. In addition, employees eligible to participate under another
     company sponsored qualified savings plan will be excluded from
     participation in the Plan.  


<PAGE>   7



     The number of participants' accounts in each of the funds at December 31, 
     1993 was as follows:



                                  Fund A        -     2,485
                                  Fund B        -     3,235
                                  Fund C        -       593
                                  Fund D        -     1,991
                                  Fund E        -     2,990
                                  Fund F        -     1,511
                                  Fund G        -     1,248
                                  Fund H              2,451
                                  Loans         -     1,343

c.   PLAN INVESTMENT FUNDS

     The Plan's trustee, Bankers Trust Company, maintains Plan assets in
     separate investment funds.  Participants may elect to contribute to, or
     transfer among, any of the funds.  Earnings are allocated monthly based on
     units of investment.

     Investment Fund A ("Fund A") - Company Stock Fund: Fund A is invested in
     Ryder System, Inc. common stock, which is purchased on a regular and
     continuous basis.  Dividends are automatically reinvested in the common
     stock.

     Investment Fund B ("Fund B") - Interest Income Fund:  Fund B consists of
     funding accounts established by contracts with various insurance
     companies.  Participants' accounts are credited with interest based on a
     pooling of the returns of the various funding accounts.  Funding accounts
     generally continue for a period of two to five years after their
     inception.  During 1993, the yield on open funding contracts ranged from
     4.89% to 9.3%.

     Investment Fund C ("Fund C") - Ryder Money Market Fund: Fund C consists of
     a funding account established with the Ryder System Federal Credit Union.

     Investment Fund D ("Fund D") - Conservative Growth Fund: Fund D may
     normally be invested in a variety of common, preferred or capital stocks,
     but may include investments in bonds or securities convertible into common
     or capital stocks, similar types of equity investments and bonds.  Since
     Plan inception, this fund has been invested solely in shares of the Lord,
     Abbett Affiliated Fund.

     Investment Fund E ("Fund E") - Aggressive Growth Fund: Fund E may be
     invested primarily in common or capital stocks, though it may invest in
     other types of securities, including convertible bonds, convertible
     preferred stock, warrants, preferred stock or debt securities.  Since Plan
     inception, this fund has been invested solely in shares of the Putnam
     Voyager Fund.

     Investment Fund F ("Fund F") - Mutual Series Fund: Fund F may be invested
     in securities issued by U.S. based companies that are selling below book
     value.  Up to 50% of the fund's portfolio may consist of securities of
     companies involved in prospective 

<PAGE>   8


     mergers, consolidations, liquidations and reorganizations.  The fund may 
     also engage in covered call option writing.  The primary objective of the 
     fund is capital appreciation and not necessarily the attainment of a 
     balanced investment program.  Since Plan inception, this fund has been 
     invested solely in shares of the Mutual Series Fund, Inc., Qualified 
     Income Fund.

     Investment Fund G ("Fund G") - Templeton World Fund: Fund G may be
     invested in all types of securities, including stocks and debt
     securities of companies and governments of all nations.  The fund's
     investment objective is long-term capital growth.  Since Plan inception,
     this fund has been invested solely in shares of the Templeton World Fund.

     Investment Fund H ("Fund H") - Aviall Common Stock Fund:  Fund H is
     invested in Aviall, Inc. Common stock and is a frozen fund.  Participants
     cannot contribute to nor transfer into that fund.  Participants can
     transfer assets from Fund H to any other investment fund of the Plan.  
     Monies remaining in that fund at December 31, 1995 will be liquidated and 
     reinvested in Fund A.

d.   CONTRIBUTIONS

     Participants may elect to contribute to the Plan by having their
     compensation reduced by a minimum of 1% of compensation up to a maximum of
     the lesser of a) 10% or 15% of compensation, depending on an individual's
     annual salary level, b) $8,994, or c) such other amount as shall be
     determined by the Company's Retirement Committee from time to time.  The
     Company matches 50% of the employee's annual contribution up to $200 or
     $400 per person based on certain requirements.  Some eligible employees
     receive Company contributions that include $400 of basic contribution,
     plus 100% match to the first $300 of employee contribution and 50% match
     to the next $400 of employee contribution.  Effective January 1, 1992,
     certain eligible employees do not receive a Company contribution.
     Participants are immediately 100% vested in the earnings of their
     individual contributions to the Plan and vest 25% per year in the Company
     contributions and the earnings attributable to such contributions.  Upon
     participant's distribution, related, non-vested Company contributions are
     forfeited and are used to offset future Company contributions.

e.   DISTRIBUTIONS

     On termination of service, if a participant's account balance is greater
     than $3,500, a participant's account is distributed to the participant in
     the form of a single lump-sum  payment upon receipt of participant's
     consent.  Terminated participants whose account balance is less than
     $3,500 receive automatic distributions.

f.   WITHDRAWALS

     A participant may request a withdrawal of all or a portion of his elective
     contribution account balance if he can demonstrate financial hardship.
     The Plan Administrator must approve the request, and the amount withdrawn
     cannot be subsequently
<PAGE>   9
      repaid to the Plan.  Such amounts will be considered distributions to the
      participant for tax purposes.

g.   DISTRIBUTIONS TO OTHER PLAN

     On December 7, 1993, the Company completed the spin-off of its
     Aviation Division, Aviall, Inc. ("Aviall").  Under the terms of the 
     spin-off, the Company distributed to its holders of common stock one share
     of Aviall common stock for each four shares of Ryder System, Inc.
     common stock held.  Participants in the Savings Plan who were invested in
     the Ryder System, Inc. common stock fund on this date received the
     equivalent of one share of Aviall common stock for each four shares of
     Ryder System, Inc. common stock held.  As a result of the
     spin-off a new "Fund H" was created.  The investment fund balances of
     Aviall employees in the Plan at December 7, 1993 were transferred to a
     newly established plan for employees of Aviall.

h.   PARTICIPANT LOANS

     Plan participants are able to request loans against their Plan account
     balances subject to certain limitations as to amount and repayment term.
     Loans accrue interest at a rate which is comparable to those of most major
     lending institutions and all principal and interest payments are
     allocated to the Plan's investment funds based on the participant's
     investment elections at the time of payment.  Loans which are granted
     and repaid in compliance with the Plan provisions will not be considered
     distributions to the participant for tax purposes.

i.   TERMINATION

     While it has not expressed any intention to do so, the Company may amend
     or terminate the Plan at any time.  In the event of termination, Plan
     assets are payable to each participant in a lump sum equal to the balance
     in the participant's account.

j.   FEDERAL INCOME TAX EFFECTS OF THE PLAN

     The Plan qualifies as a profit sharing plan under Section 401(a) of the
     Internal Revenue Code of 1986, as amended, (the "Code") and also qualifies
     as a cash or deferred arrangement under Section 401(k) of the Code and,
     therefore, is exempt from federal income taxes under Section 501(a) of the
     Code.  A favorable tax determination letter was obtained on August 21, 1986
     for the Ryder System, Inc. Employee Savings Plan A.  Since the transfer of
     plan assets from the Ryder System, Inc. Employee Savings Plan A to the
     Ryder System, Inc. Employee Savings Plan B on January 1, 1993, the Company
     has not requested a tax determination letter for the Ryder System, Inc.
     Employee Savings Plan B. However, management believes the Plan is a
     qualified plan within the meaning of Sections 401(a) and 501(a) of the
     Internal Revenue Code and, accordingly, is exempt from Federal Income Tax.

     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 

<PAGE>   10


     deductible by the Company for tax purposes when those contributions are 
     made, subject to certain limitations set forth in Section 404 of the Code.

     Participants or their beneficiaries generally will be taxed, at ordinary
     income rates, on the amount they receive as a distribution from the Plan at
     the time they receive the distribution.  However, if the participant or
     beneficiary receives a lump sum payment of the balance under the Plan in a
     single taxable year, and the distribution is made by reason of death,
     disability or termination of employment of the participant, or after the
     participant has attained age 59 1/2, then certain special tax rules may be
     applicable.

k.   PLAN FEES AND EXPENSES

     All commissions, brokerage fees and expenses incident to the income or
     assets of the trust, the purchase or sale of securities by the trustee and
     distribution to participants are paid by the Plan.  Trustee and basic
     recordkeeping fees are paid by the Plan.  All other expenses of the Plan
     are paid by the Company.

l.   NET REALIZED GAINS 
                           
     Net realized gains on investments covering the last year are as follows:

<TABLE> 
<CAPTION>
             AT DECEMBER 31, 1993:
                                                                              NET
                                AGGREGATE             AGGREGATE             REALIZED
                                PROCEEDS                COST                  GAIN
                             -------------            ----------          -----------
             <S>             <C>                      <C>                   <C>
             Fund A          $   4,973,090             4,166,392              806,698
             Fund D              3,808,556             3,738,109               70,447
             Fund E              7,731,536             6,621,762            1,109,774
             Fund F              5,262,837             4,647,088              615,749
             Fund G              2,775,031             2,723,409               51,622
                              ------------            ----------            ---------
                             $  24,551,050            21,896,760            2,654,290
                              ============            ==========            =========
</TABLE>
<PAGE>   11
m. SUBSEQUENT EVENTS

   The change in net unrealized gains or losses arising in the various funds of 
   the Plan after December 31, 1993 and prior to June 1, 1994 are as follows:

<TABLE>
<CAPTION>
                            UNREALIZED                   UNREALIZED         NET CHANGE IN                              
                          GAINS/(LOSSES)                GAINS/(LOSSES)        UNREALIZED                                
                        AT DECEMBER 31, 1993           AT MAY 31, 1994      GAINS/(LOSSES)                              
                        --------------------           ----------------     --------------                              
   <S>                      <C>                        <C>                  <C>                                      
   Fund A                   1,374,522                   (2,315,888)          (3,690,410)                              
   Fund B                           0                            0                    0                              
   Fund C                           0                            0                    0                              
   Fund D                     412,264                      527,294              115,030                              
   Fund E                   3,015,777                    8,164,299            5,148,522                              
   Fund F                     343,876                    1,298,128              954,252                              
   Fund G                   1,090,373                      681,127             (409,246)                              
   Fund H                    (139,941)                    (261,362)            (121,421)                              
   Loan Fund                        0                            0                    0                              

</TABLE>                    
<PAGE>   12
                  Ryder System, Inc. Employee Savings Plan B          Schedule 1
                           Schedule of Investments
                                              

<TABLE>
<CAPTION>
                                   Number of
                                 Shares, Units                                          Unrealized
                                 or Principal                              Market      Appreciation
                                    Amounts               Cost             Value      (Depreciation)  
                                 -------------      -------------      -----------     -------------  

 At December 31, 1993:
 <S>                               <C>              <C>                <C>             <C>            
 Directed Account Short-Term                                                                       
   Investment Fund                    566,100       $     566,100          566,100                 
                                                                                                   
 Fund A                               682,525          18,671,027       18,152,666        (518,361)  
 Fund B                            46,532,755          46,532,755       46,532,755                 
 Fund C                             2,136,004           2,136,004        2,136,004                 
 Fund D                             1,333,476          13,467,794       14,228,186         760,392   
 Fund E                             2,516,944          20,843,969       30,178,166       9,334,197   
 Fund F                               329,142           7,907,041        8,886,848         979,807   
 Fund G                               454,223           6,682,646        7,135,855         453,209   
 Fund H                               170,084           2,733,724        2,593,783        (139,941)  
 Loan Fund                                              7,279,566        7,279,566                 
                                                    -------------     ------------      ----------
                                                    $ 126,820,625      137,689,929     $10,869,304
                                                    -------------     ------------     -----------


 At January 1, 1993:

 Directed Account Short-Term
   Investment Fund                    734,069       $     734,069          734,069                
                                                                                                  
 Fund A                               731,655          22,013,400       20,120,518      (1,892,883)  
 Fund B                            48,331,769          48,331,769       48,331,769                
 Fund C                             2,956,896           2,956,896        2,956,896                
 Fund D                             1,208,584          12,064,031       12,412,159         348,128  
 Fund E                             2,410,327          19,038,221       25,356,641       6,318,420  
 Fund F                               261,934           5,763,099        6,399,030         635,931  
 Fund G                               394,617           5,790,857        5,153,693        (637,164)  
 Loan Fund                                              6,790,775        6,790,775                
                                                     ------------     ------------      ----------                                  
                                                    $ 123,483,117      128,255,550       4,772,433
                                                     ------------     ------------      ----------


 Net appreciation included in
   statement of income and
   changes in plan equity                                                              $ 6,096,871
                                                                                        ==========

</TABLE>
<PAGE>   13
                                                                   Schedule II
 
                  Ryder System, Inc. Employee Savings Plan B
                     Schedule of Reportable Transactions
                     For the Year Ended December 31, 1993



<TABLE>
<CAPTION>

                                                              Market
                                             Proceeds         Value
                                             --------         ------
<S>                                          <C>            <C>

Employee contributions to                                               
  Fund B: Interest Income Fund               $7,140,217                      

Transfer of assets from Plan A                             
   (see note to financial statements 1(b))                  $134,692,802

Transfer of assets to Aviall, Inc.
   (see note to financial statements 1(g))                    30,427,181

</TABLE>



<PAGE>   14

                         Independent Auditors' Consent




The Participants and Administrator
Ryder System, Inc. Employee Savings Plan B:


We consent to incorporation by reference in the Registration Statement
(No. 33-4333) on Form S-8 of Ryder System, Inc. covering the Ryder System, Inc.
Employee Savings Plan B, of our report dated June 29, 1994, relating to the
statement of financial position with fund information of the Ryder System, Inc.
Employee Savings Plan B as of December 31, 1993 and the related statement of 
income and changes in plan equity with fund information for the year ended
December 31, 1993 and related schedule of investments as of December 31, 1993
and schedule of reportable transactions for the year ended December 31, 1993,
which report appears in the December 31, 1993 annual report on Form 11-K of
the Ryder System, Inc. Employee Savings Plan B filed by Ryder System, Inc.


                                               KPMG PEAT MARWICK


June 29, 1994
<PAGE>   15
                             REQUIRED INFORMATION

Financial Statements

         Independent Auditors' Report
         Statements of Financial Position with Fund Information as of
            December 31, 1993
         Statement of Income & Changes in Plan Equity 
            with Fund Information for the year 
            ending December 31, 1993
         Notes to Financial Statements

Exhibits

         Schedule I - Schedule of Investments 
            as of December 1993 
         Schedule II - Schedule of Reportable Transactions
         Independent Auditors' Consent





                                  SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the Ryder
System, Inc. Employee Savings Plan Committee has duly caused this annual report
to be signed by the undersigned thereunto duly authorized.


                                    RYDER SYSTEM, INC. EMPLOYEE SAVINGS PLAN B



Date:  June 29, 1994                By: /s/ C. ROBERT CAMPBELL      
                                        -------------------------------
                                        C. Robert Campbell
                                        Chairman, Ryder System, Inc.
                                        Employee Savings Plan Committee
                                        Executive Vice President,
                                        Human Resources and Administration
                                        Ryder System, Inc.


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