RYDER SYSTEM INC
11-K, 1995-06-28
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, 1994



                                       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 statements of financial position with fund
information of Ryder System, Inc. Employee Savings Plan B as of December 31,
1994 and 1993, and the related statements of income and changes in plan equity
with fund information for each of the years in the two-year period ended
December 31, 1994.  These financial statements are the responsibility of the
Plan's management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1994 and 1993 and the changes in net assets available for benefits
for each of the years in the two-year period ended December 31, 1994, 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 Schedules of
Investments and Schedule of Reportable Transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974.  The fund information in
the statements of financial position with fund information and statements of
income and changes in plan equity with fund information are presented for
purposes of additional analysis rather than to present the financial position
and changes in plan equity for each fund.  The supplemental schedules and fund
information have been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, are fairly stated
in all material respects in relation to the basic financial statements taken as
a whole.


                                                   /s/ KPMG Peat Marwick LLP



Miami, Florida
June 12, 1995
<PAGE>   3
                   RYDER SYSTEM, INC. EMPLOYEE SAVINGS PLAN B
             STATEMENT OF FINANCIAL POSITION WITH FUND INFORMATION
                               DECEMBER 31, 1994

<TABLE>                                 
<CAPTION>                               
                 Assets                       Fund A       Fund B       Fund C        Fund D       Fund E       Fund F  
                                           -----------   ----------    ---------    ----------   ----------   ----------
<S>                                        <C>           <C>           <C>          <C>          <C>          <C>    
Investments:                                                                                                          
    Fixed income investments,                                                                                           
      at cost                              $   196,711      118,163       22,191        46,058       35,488       73,810
    Group annuity insurance                                                                                             
      contracts, at contract value                       50,313,811                                                     
    Pooled investment funds                                                                                             
      (cost, $63,472,127)                                              2,248,172    15,264,599   33,139,293   10,884,049
    Securities of                                                                                                       
      participating employer                                                                                            
      (cost, $22,643,220)                   18,581,777                                                                  
    Other Securities                                                                                                     
      (cost, $2,430,211)                                                                                                
    Participant loans receivable                                                                                        
                                           -----------   ----------    ---------    ----------   ----------   ----------
      Total investments                     18,778,488   50,431,974    2,270,363    15,310,657   33,174,781   10,957,859
  Dividends and interest                                                                                                
    receivable                                     368      298,653          130           138           67          160
  Contributions receivable                                                                                              
    and other                                  490,581    1,166,449      112,811       448,795    1,023,972      488,542
  Interfund transfers                                                                                                   
    receivable (payable)                       619,917      152,408       37,926      (164,803)    (194,645)    (111,954)
                                           -----------   ----------    ---------    ----------   ----------   ----------
      Total assets                         $19,889,354   52,049,484    2,421,230    15,594,787   34,004,175   11,334,607
                                           ===========   ==========    =========    ==========   ==========   ==========
                                                                                                                        
        Liabilities and Plan Equity                                                                                
Other liabilities                          $   706,459      571,806       61,425         3,646      513,717       18,976
Plan equity                                 19,182,895   51,477,678    2,359,805    15,591,141   33,490,458   11,315,631
                                           -----------   ----------    ---------    ----------   ----------   ----------
  Total liabilities                                                                                                     
    and plan equity                        $19,889,354   52,049,484    2,421,230    15,594,787   34,004,175   11,334,607
                                           ===========   ==========    =========    ==========   ==========   ==========
                                                                                                                        
Number of units                                276,586    5,042,557      115,204       518,324      833,001      191,008
                                           ===========   ==========    =========    ==========   ==========   ==========
Plan equity per unit                       $     69.36        10.21        20.48         30.08        40.20        59.24
                                           ===========   ==========    =========    ==========   ==========   ==========
                                                                                                                        
<CAPTION>                                                                                                               
                 Assets                       Fund G        Fund H     Loan Fund      Total
                                            ----------    ---------    ---------   -----------
<S>                                         <C>           <C>          <C>         <C>
Investments:                              
    Fixed income investments,              
      at cost                                  127,478        1,117                    621,016
    Group annuity insurance                
      contracts, at contract value                                                  50,313,811
    Pooled investment funds                
      (cost, $63,472,127)                   10,025,537                              71,561,650
    Securities of                          
      participating employer               
      (cost, $22,643,220)                                                           18,581,777
    Other Securities                        
      (cost, $2,430,211)                                  1,069,759                  1,069,759
    Participant loans receivable                                       7,931,900     7,931,900
                                            ----------    ---------    ---------   -----------
      Total investments                     10,153,015    1,070,876    7,931,900   150,079,913
  Dividends and interest                   
    receivable                                     192       16,739      115,040       431,487
  Contributions receivable                 
    and other                                  519,619        6,995      380,243     4,638,007
  Interfund transfers                      
    receivable (payable)                       (99,863)     (23,391)    (215,595)            0
                                            ----------    ---------    ---------   -----------
      Total assets                          10,572,963    1,071,219    8,211,588   155,149,407
                                            ==========    =========    =========   ===========
                                           
        Liabilities and Plan Equity   
Other liabilities                               75,204        1,308                  1,952,541
Plan equity                                 10,497,759    1,069,911    8,211,588   153,196,866
                                            ----------    ---------    ---------   -----------
  Total liabilities                        
    and plan equity                         10,572,963    1,071,219    8,211,588   155,149,407
                                            ==========    =========    =========   ===========
                                           
Number of units                                219,390       20,455
                                            ==========    =========    
Plan equity per unit                             47.85        52.31
                                            ==========    =========    
</TABLE>                                   

See accompanying note to financial statements.
<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       Fund E       Fund F       
                                          -----------   ----------    ---------    ----------   ----------   ---------- 
<S>                                       <C>           <C>           <C>          <C>          <C>          <C>      
Investments:                                                                                                         
    Fixed income investments,                                                                                          
      at cost                             $   161,607      157,464                     74,837       85,942       60,150 
    Group annuity insurance                                                                                            
      contracts, at contract value                      46,532,755                                                     
    Pooled investment funds                                                                                            
      (cost, $51,037,453)                                             2,136,004    14,228,186   30,178,166    8,886,848 
    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   30,264,108    8,946,998 
  Dividends and interest                                                                                               
    receivable                                    387      807,825        6,979        60,317    1,278,981    1,135,452 
  Contributions receivable                                                                                             
    and other                                  79,520      302,177       21,620        70,106      150,419       43,479 
  Transfers from other plan                    42,033      186,473       42,341       272,502     (109,692)     (45,788)
  Interfund transfers                                                                                                  
    receivable (payable)                       34,518     (380,041)     (59,301)       (3,837)      38,226       21,664 
                                          -----------   ----------    ---------    ----------   ----------   ---------- 
      Total assets                        $18,470,731   47,606,653    2,147,643    14,702,111   31,622,042   10,101,805 
                                          ===========   ==========    =========    ==========   ==========   ==========

       Liabilities and Plan Equity                                                                                  
Other liabilities                         $   271,238    1,494,691       42,151       191,065    1,589,418    1,241,342 
Plan equity                                18,199,493   46,111,962    2,105,492    14,511,046   30,032,624    8,860,463 
                                          -----------   ----------    ---------    ----------   ----------    ---------
  Total liabilities                                                                                                    
    and plan equity                       $18,470,731   47,606,653    2,147,643    14,702,111   31,622,042   10,101,805 
                                          ===========   ==========    =========    ==========   ==========   ==========

Number of units                             7,963,512   29,907,092    1,162,904     4,157,225    5,885,285    5,031,216 
                                          ===========   ==========    =========    ==========   ==========   ==========
Plan equity per unit                      $      2.29         1.54         1.81          3.49         5.10         1.76 
                                          ===========   ==========    =========    ==========   ==========   ==========

<CAPTION>                                                                                                              
                 Assets                       Fund G       Fund H     Loan Fund     Total
                                            ---------    ---------    ---------   -----------
<S>                                         <C>          <C>          <C>         <C>
Investments:                           
    Fixed income investments,            
      at cost                                  26,100                                 566,100
    Group annuity insurance              
      contracts, at contract value                                                 46,532,755
    Pooled investment funds              
      (cost, $51,037,453)                   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                     7,161,955    2,593,783    7,279,566   137,689,929
  Dividends and interest                 
    receivable                                 12,470                               3,302,411
  Contributions receivable               
    and other                                  31,565                    37,914       736,800
  Transfers from other plan                  (109,898)                                277,971
  Interfund transfers                    
    receivable (payable)                      205,659      (42,209)     185,321             0
                                            ---------    ---------    ---------   -----------
      Total assets                          7,301,751    2,551,574    7,502,801   142,007,111
                                            =========    =========    =========   ===========
                                         
       Liabilities and Plan Equity    
Other liabilities                             153,820       35,631       29,999     5,049,355
Plan equity                                 7,147,931    2,515,943    7,472,802   136,957,756
                                            ---------    ---------    ---------   -----------
  Total liabilities                      
    and plan equity                         7,301,751    2,551,574    7,502,801   142,007,111
                                            =========    =========    =========   ===========
                                         
Number of units                             4,251,264    1,280,825
                                            =========    =========
Plan equity per unit                             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, 1994

<TABLE>
<CAPTION>
                                             Fund A       Fund B       Fund C        Fund D       Fund E       Fund F     
                                          -----------   ----------    ---------    ----------   ----------   ----------   
<S>                                       <C>           <C>           <C>          <C>          <C>          <C>       
Net investment income:                                                                                                    
  Dividends                               $   460,922                               1,543,107    1,408,251      720,738   
  Interest                                     13,287    3,407,918       80,738         4,740        7,540        4,717   
                                          -----------   ----------    ---------    ----------   ----------   ----------   
    Net investment income                     474,209    3,407,918       80,738     1,547,847    1,415,791      725,455   
                                                                                                                          
Realized gains                                 14,035                                   6,952      155,174        7,922   
                                                                                                                          
Net change in unrealized appreciation/                                                                                    
  (depreciation) on investments            (3,543,082)                               (954,368)  (1,249,664)    (183,923)  
                                                                                                                          
Contributions:                                                                                                            
  Employer contributions                      205,995      521,882       55,627       194,034      441,567      170,936   
  Employee contributions                    1,942,528    4,484,973      373,701     1,893,553    4,354,295    1,863,625   
                                          -----------   ----------    ---------    ----------   ----------   ----------   
    Total contributions                     2,148,523    5,006,855      429,328     2,087,587    4,795,862    2,034,561   
                                                                                                                          
Participant loan repayments                   484,978    1,281,105      112,997       387,657      973,470      369,492   
                                                                                                                          
Distributions and other                      (893,079)  (1,910,026)    (169,367)     (367,340)    (557,320)    (452,187)  
                                                                                                                          
Transfer from (to) Plan A                   1,088,554     (176,128)      17,065      (286,196)      35,467       38,180   
                                                                                                                          
Plan fees and expenses                        (31,244)     (83,685)      (4,885)      (22,039)     (40,689)     (14,528)  
                                                                                                                          
Loans to participants                        (475,216)  (1,521,645)    (104,658)     (407,977)    (905,810)    (307,356)  
                                                                                                                          
Interfund transfers                         1,715,724     (638,678)    (106,905)     (912,028)  (1,164,447)     237,552   
                                          -----------   ----------    ---------    ----------   ----------   ----------   
  Net changes in plan equity                  983,402    5,365,716      254,313     1,080,095    3,457,834    2,455,168   
                                                                                                                          
Plan equity at beginning of                                                                                               
  period                                   18,199,493   46,111,962    2,105,492    14,511,046   30,032,624    8,860,463   
                                          -----------   ----------    ---------    ----------   ----------   ----------   
Plan equity at end of                                                                                                     
  period                                  $19,182,895   51,477,678    2,359,805    15,591,141   33,490,458   11,315,631   
                                          ===========   ==========    =========    ==========   ==========   ==========
<CAPTION>                                                                                                                 
                                             Fund G       Fund H     Loan Fund       Total
                                           ----------   ----------   ----------   -----------
<S>                                        <C>          <C>          <C>          <C>
Net investment income:                    
  Dividends                                 1,082,644        6,060                  5,221,722
  Interest                                      3,273        4,181      435,436     3,961,830
                                           ----------   ----------   ----------   -----------
    Net investment income                   1,085,917       10,241      435,436     9,183,552
                                                                                 
Realized gains                                    244      100,040                    284,367
                                          
Net change in unrealized appreciation/    
  (depreciation) on investments            (1,050,127)  (1,220,511)                (8,201,675)
                                          
Contributions:                            
  Employer contributions                      164,233         (278)                 1,753,996
  Employee contributions                    1,978,315                              16,890,990
                                           ----------   ----------   ----------   -----------
    Total contributions                     2,142,548         (278)                18,644,986
                                         
Participant loan repayments                   343,523        1,101   (3,954,323)            0
                                          
Distributions and other                      (377,581)     (52,743)     (14,658)   (4,794,301)
                                          
Transfer from (to) Plan A                     411,225      (15,566)     227,174     1,339,775
                                                                                   
Plan fees and expenses                        (13,570)      (6,954)                  (217,594)
                                          
Loans to participants                        (280,103)     (43,935)   4,046,700             0
                                          
Interfund transfers                         1,087,752     (217,427)      (1,543)            0
                                           ----------   ----------   ----------   -----------
  Net changes in plan equity                3,349,828   (1,446,032)     738,786    16,239,110
                                          
Plan equity at beginning of               
  period                                    7,147,931    2,515,943    7,472,802   136,957,756
                                           ----------   ----------   ----------   -----------
Plan equity at end of                     
  period                                   10,497,759    1,069,911    8,211,588   153,196,866
                                           ==========   ==========   ==========   ===========
</TABLE>                               

See accompanying note to financial statements.
<PAGE>   6
                   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       Fund E       Fund F    
                                         -----------    -----------     ---------     ----------   ----------   ----------  
<S>                                      <C>                            <C>           <C>          <C>          <C>        
Net investment income:                                                                                                   
  Dividends                              $   461,120                                   1,309,263    1,161,789      966,582  
  Interest                                     4,066      4,102,694        87,650          3,462        6,508        4,603  
                                         -----------    -----------     ---------     ----------   ----------   ----------  
    Net investment income                    465,186      4,102,694        87,650      1,312,725    1,168,297      971,185  
                                                                                                                         
Realized gains                               806,698                                      70,447    1,109,774      615,749  
                                                                                                                          
Net change in unrealized appreciation/                                                                                   
  (depreciation) on investments            1,374,522                                     412,264    3,015,777      343,876  
                                                                                                                         
Contributions:                                                                                                           
  Employer contributions                     230,514        877,893        94,141        221,841      505,875      187,029  
  Employee contributions                   1,829,759      7,140,217       550,594      2,061,728    4,614,359    1,780,814  
                                         -----------    -----------     ---------     ----------   ----------   ----------  
    Total contributions                    2,060,273      8,018,110       644,735      2,283,569    5,120,234    1,967,843  
                                                                                                                         
Participant loan repayments                  466,061      1,698,669       129,588        437,145      959,997      308,985  
                                                                                                                         
Distributions and other                     (762,260)    (2,905,166)     (154,904)      (643,819)  (1,259,366)    (408,485) 
                                                                                                                         
Distribution to other plan                (1,279,973)   (13,098,988)     (902,341)    (1,654,146)  (4,735,903)  (4,167,222) 
                                                                                                                         
Plan fees and expenses                       (38,574)       (84,828)       (8,487)       (26,823)     (47,555)     (18,356) 
                                                                                                                         
Loans to participants                       (641,183)    (1,911,788)     (199,888)      (388,003)  (1,101,295)    (328,786) 
                                                                                                                         
Transfer from (to) Plan A                 20,647,725     49,771,601     2,887,754     13,031,525   26,577,146    7,967,404  
                                                                                                                         
Equity Transfer to fund H                 (3,014,323)                                                                    
                                                                                                                         
Interfund transfers                       (1,884,659)       521,658      (378,615)      (323,838)    (774,482)   1,608,270  
                                         -----------    -----------     ---------     ----------   ----------   ----------  
  Net changes in plan equity              18,199,493     46,111,962     2,105,492     14,511,046   30,032,624    8,860,463  
                                                                                                                         
Plan equity at beginning of                                                                                              
  period                                           0              0             0              0            0            0  
                                         -----------    -----------     ---------     ----------   ----------   ----------  
Plan equity at end of                                                                                                    
  period                                 $18,199,493     46,111,962     2,105,492     14,511,046   30,032,624    8,860,463  
                                         ===========    ===========     =========     ==========   ==========   ==========  

<CAPTION>                              
                                            Fund G          Fund H     Loan Fund        Total    
                                          ----------      ---------    ----------    -----------
<S>                                       <C>             <C>          <C>           <C>        
Net investment income:                               
  Dividends                                  791,381                                   4,690,135 
  Interest                                     2,908                      472,546      4,684,437 
                                          ----------      ---------    ----------    -----------
    Net investment income                    794,289                      472,546      9,374,572 
                                                      
Realized gains                                51,622                                   2,654,290 
                                                      
Net change in unrealized appreciation/                
  (depreciation) on investments            1,090,373       (139,941)                   6,096,871 
                                                      
Contributions:                                       
  Employer contributions                     131,122                                   2,248,415 
  Employee contributions                   1,210,112                                  19,187,583 
                                          ----------      ---------    ----------    -----------
    Total contributions                    1,341,234                                  21,435,998 
                                                       
Participant loan repayments                  248,464                   (4,248,909)              0 
                                                      
Distributions and other                     (465,509)       (39,317)        8,044     (6,630,782)
                                                     
Distribution to other plan                (2,590,927)      (214,737)   (1,782,944)   (30,427,181)
                                                     
Plan fees and expenses                       (14,191)                                   (238,814)
                                                     
Loans to participants                       (233,887)        (2,663)    4,807,493              0 
                                                     
Transfer from (to) Plan A                  5,656,267        (61,549)    8,214,929    134,692,802 
                                                     
Equity Transfer to fund H                                 3,014,323                            0   
                                                     
Interfund transfers                        1,270,196        (40,173)        1,643              0 
                                          ----------      ---------    ----------    -----------
  Net changes in plan equity               7,147,931      2,515,943     7,472,802    136,957,756 
                                                                       
Plan equity at beginning of                          
  period                                           0              0             0              0 
                                          ----------      ---------    ----------    -----------
Plan equity at end of                                
  period                                   7,147,931      2,515,943     7,472,802    136,957,756 
                                          ==========      =========    ==========    ===========
</TABLE>

See accompanying note to financial statements.
<PAGE>   7
                  RYDER SYSTEM, INC. EMPLOYEE SAVINGS PLAN B
                         NOTE TO FINANCIAL STATEMENTS
                               DECEMBER 31, 1994


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, 1994, 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 transfered from the Ryder
      System, Inc. Employee Savings Plan A. Effective January 1, 1995, hourly
      field employees of Ryder Dedicated Logistics, Inc. and hourly employees
      of Ryder Driver Leasing, Inc. became eligible for this Plan. Any existing
      account balances in the Ryder System, Inc. Employee Savings Plan A were
      transferred to the Ryder System, Inc. Employee Savings Plan B.

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

      Participation in the Plan is voluntary. However, to participate in the
      Plan, an employee must meet certain eligibility requirements related to
      employment date, age and service hours. In general, 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
<PAGE>   8
      addition, employees eligible to participate under another company
      sponsored qualified savings plan, will be excluded from participation in
      the Plan.

      The number of participants' accounts in each of the funds at December 31,
      1994 is as follows:

<TABLE>
                           <S>         <C>   <C>
                           Fund A      -     2,548
                           Fund B      -     3,104
                           Fund C      -       628
                           Fund D      -     2,041
                           Fund E      -     3,202
                           Fund F      -     1,776
                           Fund G      -     1,778
                           Fund H      -     2,010
                           Loans       -     1,351
</TABLE>

C.    PLAN INVESTMENT FUNDS

      The Plan's trustee, State Street Bank and 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. Effective April 17, 1995,
      earnings are allocated daily.

      Investment Fund A ("Fund A") - 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") - 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 1994 and 1993,
      the yield on open funding contracts ranged from 4.89% to 9.05% and 4.89%
      to 9.3%, respectively.

      Investment Fund C ("Fund C") - Fund C consists of a funding account
      established with the Ryder System Federal Credit Union. Effective April
      1, 1995, the assets of this fund will be merged into Fund B and this fund
      will be discontinued as an Investment Fund under the Plan.

      Investment Fund D ("Fund D") - 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") - 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.
<PAGE>   9
      Since Plan inception, this fund has been invested solely in shares of the
      Putnam Voyager Fund.

      Investment Fund F ("Fund F") - 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 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") - 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. Effective April 1, 1995, assets in
      this fund will be transferred to the Templeton Foreign Fund. All
      investments in the Templeton World Fund will be discontinued.

      Investment Fund H ("Fund H") - 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.

      Effective April 1, 1995, three asset allocation funds will be added as
      investment options in the Plan. Asset allocation funds are
      professionally-managed combinations of investment vehicles designed to
      achieve a specific investment goal. The three asset allocation funds will
      be Life Solutions-Income & Growth, Life Solutions-Balanced Growth and
      Life Solutions-Growth.

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) $9,240, 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 fully
      vested contribution, plus 100% match to the first $300 of employee fully
      vested contribution and 50% match to the next $400 or $800 of employee
      contribution. Participants are fully 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. Effective
      April 1, 1995, the company matching contribution
<PAGE>   10
      schedule for some employees is amended to provide a 50% match of employee
      contributions to the greater of $1,200 or 3% of eligible compensation.

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.  The 1994 Plan Equity on the
      Statement of Financial Position includes the following amounts allocated
      to accounts of terminated persons who have not yet been paid.

<TABLE>
<CAPTION>
                                              1994
                                              ----
                           <S>              <C>           
                           Fund A           $ 49,221
                           Fund B            205,931
                           Fund C             34,788
                           Fund D             23,353
                           Fund E             63,623
                           Fund F             34,909
                           Fund G             25,947
                           Fund H              3,527
                           Loan Fund          36,088
                                            --------
                           Total            $477,387
                                            ========

</TABLE>

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 repaid to the Plan. Such amounts will be
      considered distributions to the participant for tax purposes.

G.    DISTRIBUTIONS TO OTHER PLAN

      On December 7, 1993, Ryder System, Inc. completed the spin-off of its
      Aviation Division, Aviall, Inc. ("Aviall"). Under the terms of the
      spin-off, the Company distributed to its holders of common stock one
      share of Aviall common stock for each four shares of Ryder System, Inc.
      common stock held. Participants in the 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.
<PAGE>   11
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 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.
<PAGE>   12
K.    PLAN FEES AND EXPENSES

      Generally, Plan fees and expenses are paid by the Plan. At its
      discretion, the Company may elect to pay some administrative and
      marketing expenses.

L.    NET REALIZED GAINS OR LOSSES

      Net realized gains or losses on investments covering each of the last
      two years are as follows:

<TABLE>
<CAPTION>
         FOR THE YEAR ENDED DECEMBER 31, 1994:

                                                                           NET
                           AGGREGATE              AGGREGATE             REALIZED
                            PROCEEDS                 COST              GAIN/(LOSS)
                           ----------             ---------            -----------
         <S>              <C>                    <C>                     <C>      
         Fund A           $ 4,039,960             4,025,925               14,035
         Fund D             2,618,082             2,611,130                6,952
         Fund E             5,539,933             5,384,759              155,174
         Fund F             2,543,826             2,535,904                7,922
         Fund G             3,333,805             3,333,561                  244
         Fund H               742,829               642,789              100,040
                          -----------            ----------              -------
                          $18,818,435            18,534,068              284,367
                          ===========            ==========              =======
</TABLE> 


<TABLE>
<CAPTION>
         FOR THE YEAR ENDED DECEMBER 31, 1993:

                                                                           NET
                           AGGREGATE              AGGREGATE             REALIZED
                            PROCEEDS                 COST              GAIN/(LOSS)
                           ----------             ---------            -----------
         <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>   13
M.    SUBSEQUENT EVENTS

      The change in net unrealized gains or losses arising in the various funds
      of the Plan after December 31, 1994 and prior to June 1, 1995 are as
      follows:

<TABLE>
<CAPTION>
                           UNREALIZED                   UNREALIZED           NET CHANGE IN
                         GAINS/(LOSSES)               GAINS/(LOSSES)          UNREALIZED
                      AT DECEMBER 31, 1994            AT MAY 31, 1995       GAINS/(LOSSES)
                      --------------------            ---------------       --------------
      <S>                 <C>                            <C>                   <C>      
      Fund A              $(4,061,443)                   (1,448,338)           2,613,105
      Fund B                        0                             0                    0
      Fund C                        0                             0                    0
      Fund D                 (193,976)                    1,902,614            2,096,590
      Fund E                8,084,533                    11,504,813            3,420,280
      Fund F                  795,884                     2,309,378            1,513,494
      Fund G                 (596,918)                      613,393            1,210,311
      Fund H               (1,360,452)                   (1,216,930)             143,522
      Loan Fund           $         0                             0                    0
</TABLE>

<PAGE>   14

                  RYDER SYSTEM, INC. EMPLOYEE SAVINGS PLAN B          SCHEDULE I
                            SCHEDULE OF INVESTMENTS


<TABLE>
<CAPTION>
                                             NUMBER OF
                                           SHARES, UNITS                                    UNREALIZED
                                            OR PRINCIPAL                      MARKET       APPRECIATION
                                              AMOUNTS           COST           VALUE      (DEPRECIATION)
                                           -------------    ------------    -----------   --------------
<S>                                           <C>           <C>             <C>             <C>
AT DECEMBER 31, 1994

Directed Account Short-Term
  Investment Fund                                621,016    $    621,016        621,016

Fund A                                           831,632      22,643,220     18,581,777     (4,061,443)
Fund B                                        50,313,811      50,313,811     50,313,811
Fund C                                         2,248,172       2,248,172      2,248,172
Fund D                                         1,551,496      15,458,575     15,264,599       (193,976)
Fund E                                         2,920,261      25,054,760     33,139,293      8,084,533
Fund F                                           414,102      10,088,165     10,884,049        795,884
Fund G                                           707,519      10,622,455     10,025,537       (596,918)
Fund H                                           142,596       2,430,211      1,069,759     (1,360,452)
Loan Fund                                                      7,931,900      7,931,900
                                                            ------------    -----------     ----------
                                                            $147,412,285    150,079,913      2,667,628
                                                            ------------    -----------     ----------

AT DECEMBER 31, 1993

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      7,279,566
                                                            ------------    -----------     ----------
                                                            $126,820,626    137,689,929     10,869,303
                                                            ------------    -----------     ----------

Net appreciation/(depreciation) included in 
  Statement of Income and Changes in Plan 
  Equity for the Year Ended December 31, 1994                                                            $(8,201,675)
                                                                                                         ===========
</TABLE>
<PAGE>   15

                  RYDER SYSTEM, INC. EMPLOYEE SAVINGS PLAN B         SCHEDULE II
                      SCHEDULE OF REPORTABLE TRANSACTIONS            
                     FOR THE YEAR ENDED DECEMBER 31, 1994



              The are no reportable transactions during the year
              ended December 31, 1994




<PAGE>   16
                        Independent Auditor's Consent
                        -----------------------------



The Participant 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 12, 1995, relating to the
statements of financial position with fund information of the Ryder System,
Inc. Employee Savings Plan B as of December 31, 1994 and 1993, and the related
statements of income and changes in plan equity with fund information for each
of the years in the two-year period ended December 31, 1994, and related
schedules of investments as of December 31, 1994 and 1993, and schedule of
reportable transactions for the year ended December 31, 1994, which report
appears in the December 31, 1994 annual report on Form 11-K of the Ryder
System, Inc. Employee Savings Plan B filed by Ryder System, Inc.


                                                       KPMG Peat Marwick LLP



Miami, Florida
June 26, 1995
<PAGE>   17


                              REQUIRED INFORMATION

Financial Statements

Independent Auditors' Report
Statement of Financial Position, with Fund Information, as of
   December 31, 1994 and 1993
Statement of Income & Changes in Plan Equity, with Fund Information, for
  the year ending December 31, 1994 and 1993
Notes to Financial Statements

Exhibits

Schedule I - Schedule of Investments
  as of December 31, 1994 and 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. Retirement 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 27, 1995    By /s/ Thomas E. McKinnon
                          -------------------------------------------
                          Thomas E. McKinnon                         
                          Chairman, Ryder System, Inc. Retirement Committee
                          Executive Vice President, Human Resources
                          Ryder System, Inc.
                                                                         



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