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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-2328
GATX Corporation
Incorporated in the IRS Employer Identification Number
State of New York 36-1124040
500 West Monroe Street
Chicago, Illinois 60661-3676
(312) 621-6200
Securities Registered Pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class or series on which registered
- ----------------------------- ------------------------
Common Stock New York Stock Exchange
Chicago Stock Exchange
London Stock Exchange
$2.50 Cumulative Convertible Preferred Stock New York Stock Exchange
Chicago Stock Exchange
$2.50 Cumulative Convertible Preferred New York Stock Exchange
Stock, Series B Chicago Stock Exchange
$3.875 Cumulative Convertible Preferred Stock New York Stock Exchange
Chicago Stock Exchange
Securities Registered Pursuant to Section 12(g) of the Act:
None
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
------ -----
As of March 8, 1996, 20,148,305 common shares were outstanding, and the
aggregate market value of the common shares (based upon the March 8, 1996
closing price of these shares on the New York Stock Exchange) of GATX
Corporation held by nonaffiliates was approximately $919.3 million.
Documents Incorporated by Reference
Portions of the GATX Annual Report to Shareholders for the year ended
December 31,1995 are incorporated by reference into Parts I and II. Portions of
GATX's proxy statement dated March 13, 1996 are incorporated by reference into
Part III.
PART I
Item 1. Business
GATX Corporation is a holding company whose subsidiaries engage in the leasing
and management of railroad tank cars and specialized freight cars; own and
operate tank storage terminals, pipelines and related facilities; provide
equipment and capital asset financing and related services; engage in Great
Lakes shipping; and provide distribution and logistics support services and
warehousing facilities. Information concerning financial data of business
segments and the basis for grouping products or services is contained in Exhibit
13, GATX Annual Report to Shareholders for the year ended December 31, 1995 on
page 31 and pages 36 through 39, which is incorporated herein by reference (page
references are to the Annual Report to Shareholders).
INDUSTRY SEGMENTS
RAILCAR LEASING AND MANAGEMENT
The Railcar Leasing and Management segment (Transportation), headquartered in
Chicago, Illinois, is principally engaged in leasing specialized railcars,
primarily tank cars, under full service leases. As of December 31, 1995, its
domestic fleet consisted of approximately 64,900 railcars, including 53,900 tank
cars and 11,000 specialized freight cars, primarily Airslide covered hopper cars
and plastic pellet cars. In addition, Transportation has approximately 1,500
railcars in its Mexican fleet. Transportation has upgraded its fleet over time
by adding new larger capacity cars and retiring older smaller capacity cars.
Transportation's railcars have a useful life of approximately 30 to 33 years.
The average age of the railcars in Transportation's fleet is approximately 15
years.
The following table sets forth the approximate tank car fleet capacity of
Transportation as of the end of each of the years indicated and the number of
cars of all types added to Transportation's fleet during such years:
Year Ended December 31,
-------------------------------------
1995 1994 1993 1992 1991
------ ----- ----- ----- -----
Tank car fleet capacity
(in millions of gallons) 1,176 1,090 1,024 993 977
Number of railcars added to domestic fleet 6,200 4,900 3,000 1,600 1,500
Transportation's customers use its railcars to ship over 700 different
commodities, primarily chemicals, petroleum, food products and minerals. For
1995, approximately 54% of railcar leasing revenue was attributable to shipments
of chemical products, 21% to petroleum products, 18% to food products and 7% to
other products. Many of these products require cars with special features;
Transportation offers a wide variety of sizes and types of cars to meet these
needs. Transportation leases railcars to over 700 customers, including major
chemical, oil, food and agricultural companies. No single customer accounts for
more than 4% of total railcar leasing revenue.
Transportation typically leases new railcars to its customers for a term of
five years or longer, whereas renewals or leases of used cars are typically for
periods ranging from less than a year to seven years with an average lease term
of about three years. The utilization rate of Transportation's domestic railcars
as of December 31, 1995 was approximately 95%.
-1-
Under its full service leases, Transportation maintains and services its
railcars, pays ad valorem taxes, and provides many ancillary services. Through
its Car Status Service System, for example, the company provides customers with
timely information about the location and readiness of their leased cars to
enhance and maximize the utilization of this equipment. Transportation also
maintains a network of major service centers consisting of four domestic and one
foreign service center, and 25 mobile trucks in 17 locations. Transportation
also utilizes independent third-party repair shops.
Transportation purchases most of its new railcars from Trinity Industries, Inc.
(Trinity), a Dallas-based metal products manufacturer, under a contract entered
into in 1984 and extended from time to time thereafter, most recently in 1992.
Transportation anticipates that through this contract it will continue to be
able to satisfy its customers' new car lease requirements. Transportation's
engineering staff provides Trinity with design criteria and equipment
specifications, and works with Trinity's engineers to develop new technology
where needed in order to upgrade or improve car performance or in response to
regulatory requirements.
The full-service railcar leasing industry is comprised of Transportation, Union
Tank Car Company, General Electric Railcar Services Corporation, Shippers Car
Line division of ACF Industries, Incorporated, and many smaller companies. Of
the approximately 207,000 tank cars owned and leased in the United States at
December 31, 1995, Transportation had approximately 53,900. Principal
competitive factors include price, service and availability.
TERMINALS AND PIPELINES
GATX Terminals Corporation (Terminals) is engaged in the storage, handling and
intermodal transfer of petroleum and chemical commodities at key points in the
bulk liquid distribution chain. All of its terminals are located near major
distribution and transportation points and most are capable of receiving and
shipping bulk liquids by ship, rail, barge and truck. Many of the terminals also
are linked with major interstate pipelines. In addition to storing, handling
and transferring bulk liquids, Terminals provides blending and testing services
at most of its facilities. Terminals, headquartered in Chicago, Illinois, owns
and operates 28 terminals in 11 states, and eight terminals in the United
Kingdom. Terminals also has joint venture interests in 14 international
facilities. Additionally, Terminals owns or holds interests in four refined
product pipeline systems.
As of December 31, 1995, Terminals had a total storage capacity of 75 million
barrels. This includes 55 million barrels of bulk liquid storage capacity in the
United States, 7 million barrels in the United Kingdom, and an equity interest
in another 13 million barrels of storage capacity in Europe and the Far East.
Terminals' smallest bulk liquid facility has a storage capacity of 95,000
barrels while its largest facility, located in Pasadena, Texas, has a capacity
of over 12 million barrels. Capacity utilization at Terminals' wholly owned
facilities was 85% at the end of 1995; throughput for the year was 655 million
barrels.
For 1995, 75% of Terminals' revenue was derived from petroleum products, 23%
from a variety of chemical products, and 2% from other products. Demand for
Terminals' facilities is dependent in part upon demand for petroleum and
chemical products and is also affected by refinery output, foreign imports,
availability of other storage facilities, and the expansion of its customers
into new geographical markets.
-2-
Terminals serves approximately 300 customers, including major oil and chemical
companies as well as trading firms and larger independent refiners. No single
customer accounts for more than 5% of Terminals' revenue. Customer service
contracts are both short term and long term. Terminals along with two Dutch
companies, Paktank N.V. and Van Ommeren N.V., are the three major international
public terminalling companies. The domestic public terminalling industry
consists of Terminals, Paktank Corporation, International-Matex Tank Terminals,
and many smaller independent terminalling companies. In addition to public
terminalling companies, oil and chemical companies also have significant storage
capacity in their own private facilities. Terminals' pipelines compete with
rail, trucks and other pipelines for movement of liquid petroleum products.
Principal competitive factors include price, location relative to distribution
facilities, and service.
FINANCIAL SERVICES
GATX Financial Services, through its principal subsidiary, GATX Capital
Corporation, provides asset-based financing of transportation and industrial
equipment through capital leases, secured equipment loans, and operating leases.
GATX Capital also provides related financial services which include the
arrangement of lease transactions for investment by other lessors and the
management of lease portfolios for third parties. In these underwriting and
management activities, GATX Capital seeks fee income and residual participation
income. In addition to its San Francisco headquarters, GATX Capital has offices
in four U.S. cities and five foreign countries.
The financial services industry is both crowded and efficient. GATX Capital is
one of the larger non-bank capital services companies. GATX Capital competes
with captive leasing companies, leasing subsidiaries of commercial banks,
independent leasing companies, lease underwriters and brokers, investment
bankers, and also with the manufacturers of equipment. Financing companies
compete on the basis of service, effective rates and transaction structuring
skills.
GATX Capital participates in selected areas where it believes the application of
its strengths can result in above-market returns in exchange for assuming
appropriate levels of risk. GATX Capital has developed a portfolio of assets
diversified across industries and equipment classifications, the largest of
which include aircraft and rail. At December 31, 1995, GATX Capital had
approximately 800 financing contracts with 600 customers, aggregating $1.5
billion of investments before reserves. Of this amount, 39% consisted of
investments associated with commercial jet aircraft, 18% railroad equipment, 13%
warehouse and production equipment, 10% information technology equipment, 7%
marine equipment, 4% golf courses, and 9% other.
-3-
GREAT LAKES SHIPPING
American Steamship Company (ASC), with the largest carrying capacity of the
domestic Great Lakes vessel fleets, provides modern and efficient waterborne
transportation of dry bulk materials to the integrated steel, electric utility
and construction industries. ASC's fleet is entirely comprised of self-unloading
vessels which do not require any shoreside assistance to discharge cargo. ASC's
eleven vessels range in size from 635 feet to 1,000 feet, transport cargoes from
17,000 net tons up to 70,000 net tons depending on vessel size, and can unload
at speeds from 2,800 net tons per hour up to 10,000 net tons per hour. Because
the Great Lakes are fresh water, Great Lakes vessels are not subject to the
severe rusting condition typical of salt water vessels. As a result, ASC's
vessels have expected lives of 50 to 75 years.
In 1995, ASC carried 25.5 million tons of cargo. The primary materials ASC
transported were iron ore, coal and limestone aggregates. Other commodities
transported include sand, salt, potash, gypsum, grain, marble chips and slag.
ASC's revenue source by industry served during 1995 was 49% steel, 23% power
generation; 20% construction and 8% other. No single customer accounts for more
than 24% of ASC's revenue.
ASC competes with three other U.S. flag Great Lakes commercial fleets, which
include U.S.S. Great Lakes Fleet, Inc., Oglebay Norton Company, and Interlake
Steamship, and with all steel companies which operate captive fleets. Great
Lakes shipping is the only major activity of GATX which consumes substantial
quantities of petroleum products; fuel for these operations is presently in
adequate supply. Competition is based primarily on service and price. ASC is
headquartered in Williamsville, New York, with one regional office.
LOGISTICS AND WAREHOUSING
GATX Logistics, Inc. (Logistics) is one of the largest third-party providers of
distribution and logistics support services and warehousing facilities in the
United States. Logistics, headquartered in Jacksonville, Florida, operates 104
facilities covering approximately 24 million square feet of warehousing space in
North America with utilization of 97 percent at the end of 1995. Value-adding
services are strategically the most important benefit GATX Logistics provides.
Examples of these services are logistics planning, information systems,
just-in-time delivery systems, packaging, sub-assembly, and returns management.
GATX Logistics serves about 650 customers, many of which are Fortune 1000-type
companies. Most customers are manufacturers, but the customer base also includes
retailers. In the warehousing sector, GATX Logistics competes primarily with
in-house or private operations and with other national operators as well as
multi-regional and local operators. In providing transportation and logistics
services, GATX Logistics competes with the major trucking companies and
providers of specialized distribution services.
GATX Logistics' revenue source by industry served during 1995 was 22% motor
vehicle parts and components, 16% grocery, 14% consumer products, 11% major
appliances, 8% farm and construction equipment, 7% electronics, 5% chemical, 3%
health care, and 14% other. No single customer accounts for more than 9% of
Logistics' revenue.
-4-
Trademarks, Patents and Research Activities
- -------------------------------------------
Patents, trademarks, licenses, and research and development activities are not
material to these businesses taken as a whole.
Seasonal Nature of Business
- ---------------------------
Great Lakes shipping is seasonal due to the effects of winter weather
conditions. However, seasonality is not considered significant to the operations
of GATX and its subsidiaries taken as a whole.
Customer Base
- -------------
GATX and its subsidiaries are not dependent upon a single customer or a few
customers. The loss of any one customer would not have a material adverse effect
on any segment or GATX as a whole.
Employees
- ---------
GATX and its subsidiaries have approximately 5,900 active employees, of whom 25%
are hourly employees covered by union contracts.
Environmental Matters
- ---------------------
Certain operations of GATX's subsidiaries (collectively GATX) present potential
environmental risks principally through the transportation or storage of various
commodities. Recognizing that some risk to the environment is intrinsic to its
operations, GATX is committed to protecting the environment, as well as
complying with applicable environmental protection laws and regulations. GATX,
as well as its competitors, is subject to extensive regulation under federal,
state and local environmental laws which have the effect of increasing the costs
and liabilities associated with the conduct of its operations. In addition,
GATX's foreign operations are subject to environmental regulations in effect in
each respective jurisdiction.
GATX's policy is to monitor and actively address environmental concerns in a
responsible manner. GATX has received notices from the U.S. Environmental
Protection Agency (EPA) that it is a potentially responsible party (PRP) for
study and clean-up costs at 11 sites under the requirements of the Federal
Comprehensive Environmental Response, Compensation and Liability Act of 1980
(Superfund). Under Superfund and comparable state laws, GATX may be required to
share in the cost to clean-up various contaminated sites identified by the EPA
and other agencies. In all but one instance, GATX is one of a number of
financially responsible PRPs and has been identified as contributing only a
small percentage of the contamination at each of the sites. Due to various
factors such as the required level of remediation and participation in clean-up
efforts by others, GATX's total clean-up costs at these sites cannot be
predicted with certainty; however, GATX's best estimates for remediation and
restoration of these sites have been determined and are included in its
environmental reserves.
-5-
Future costs of environmental compliance are indeterminable due to unknowns such
as the magnitude of possible contamination, the timing and extent of the
corrective actions that may be required, the determination of the company's
liability in proportion to other responsible parties, and the extent to which
such costs are recoverable from third parties including insurers. Also, GATX may
incur additional costs relating to facilities and sites where past operations
followed practices and procedures that were considered acceptable at the time
but in the future may require investigation and/or remedial work to ensure
adequate protection to the environment under current or future standards. If
future laws and regulations contain more stringent requirements than presently
anticipated, expenditures may be higher than the estimates, forecasts, and
assessments of potential environmental costs provided below. However, these
costs are expected to be at least equal to the current level of expenditures. In
addition, GATX has provided indemnities for environmental issues to the buyers
of three divested companies for which GATX believes it has adequate reserves.
GATX's environmental reserve at the end of 1995 was $94 million and reflects
GATX's best estimate of the cost to remediate its environmental conditions.
Additions to the reserve were $14 million in 1995 and $27 million in 1994; 1994
included $13 million recorded in conjunction with terminal acquisitions.
Expenditures charged to the reserve amounted to $16 million and $12 million in
1995 and 1994, respectively.
In 1995, GATX made capital expenditures of $18 million for environmental and
regulatory compliance compared to $15 million in 1994. These projects included
marine vapor recovery, discharge prevention compliance, waste water systems,
impervious dikes, tank modifications for emissions control, and tank car
cleaning systems. Environmental projects authorized or currently under
consideration would require capital expenditures of approximately $28 million in
1996. GATX anticipates it will make annual expenditures at a similar level over
the next five years.
Item 2. Properties
Information regarding the location and general character of certain properties
of GATX is included in Item 1, Business, of this document and in Exhibit 13,
GATX Annual Report to Shareholders for the year ended December 31, 1995 on page
68, GATX Location of Operations (page reference is to the Annual Report to
Shareholders). The major portion of Terminals' land is owned; the balance is
leased. Most of the warehouses operated by GATX Logistics are leased; the others
are managed for third parties.
Item 3. Legal Proceedings
A railcar owned by Transportation was involved in a derailment near Dunsmuir,
California, in July 1991 that resulted in a spill of metam sodium into the
Sacramento River. Various lawsuits seeking damages in unspecified amounts have
been filed against General American Transportation Corporation (GATC), or an
affiliated company, most of which have been consolidated in the Superior Court
of the State of California for the City and County of San Francisco (Nos. 2617
and 2620). GATC has now been dismissed by the class plaintiffs in those cases,
and has resolved the claims of the plaintiffs who opted out of the class. There
was one other case seeking recovery for response costs and natural resource
damages: State of California, et al, vs. Southern Pacific, et al, filed in the
Eastern District of California (CIV-S-92 1117). All other actions were
consolidated with these two cases. GATC was also
-6-
named as a potentially responsible party by the State of California with respect
to the assessment and remediation of possible damages to natural resources which
claim was also consolidated in the suit in the Eastern District of California.
GATC has now entered into settlement agreements with the United States of
America, the State of California, Southern Pacific and certain other defendants
settling all material claims arising out of the above incident in an amount not
material to GATC.
On July 14, 1995, a judgment in the amount of $9.7 million was entered against
GATC by the U.S. District Court for the Northern District of Illinois in the
matter of General American Transportation Corporation v. Cryo-Trans,
Incorporated (Case No. 91 C 1305), a case involving an alleged patent
infringement by GATC in the construction and use of its ArcticarTM cryogenically
cooled railcar. That judgment has been reduced to approximately $9 million. GATC
was also permanently enjoined from any further infringement of the patent as of
August 1, 1995, subsequently extended to September 1, 1995. Of GATC's 65,000
railcar fleet, the injunction affected only 180 railcars, 80 of which were on
lease and 100 on order. GATC has filed an appeal of the decision with the
Federal Circuit Court of Appeals. Even in the event of an adverse decision on
appeal, GATX does not believe the costs associated with the disposition of the
affected cars will have a material adverse effect on GATX.
Various lawsuits have been filed in the Superior Court for the State of
California and served upon Terminals, Calnev Pipe Line Company, or another GATX
subsidiary seeking an unspecified amount of damages arising out of the May 1989
explosion in San Bernardino, California. Those suits, all of which were filed in
the County of San Bernardino unless otherwise indicated, are: Aguilar, et al, v.
Calnev Pipe Line Company, et al, filed February 1990 in the County of Los
Angeles (No. 0751026); Alba, et al, v. Southern Pacific Railroad Co., et al,
filed November 1989 (No. 252842); Terry, et al, v. Southern Pacific, et al,
filed December 1989 (No. 253604); Charles, et al, v. Calnev Pipe Line, Inc., et
al, filed May 1990 (No. 256269); Abrego, et al, v. Southern Pacific
Transportation Corporation, et al, filed May 1990 in the County of Los Angeles
(No. BC 000947) and settled November, 1995; Glaspie, et al, v. Southern Pacific
Transportation, et al, filed May 1990 in the County of Los Angeles (No.
BC002047) and settled November 1995; Burney, et al, v. Southern Pacific, et al,
filed May 1990 in the County of Los Angeles (BC000876) and settled May, 95;
Ledbetter, et al, v. City of San Bernardino, et al, filed May 1990 (No. 256173)
and settled April,1995; Mary Washington v. Southern Pacific, et al, filed May
1990 (No. 256346); Stewart, et al, v. Southern Pacific Railroad Co., et al,
filed May 1990 (No. 256464); Pearson v. Calnev Pipe Line Company, et al, filed
May 1990 in the County of San Bernardino (No. 256206); Pollack v. Southern
Pacific Transportation, et al, filed May 1992 (No. 271247); Davis v. Calnev Pipe
Line Company, et al, filed May 1990 (No. 256207); J. Roberts, et al, v. Southern
Pacific Transportation, et al, filed November 1992 (No. 275936); Brooks, et al,
v. Southern Pacific, et al, filed May 1990 (No. 256176) and settled February
1994; Goldie, et al, v. Southern Pacific, et al, filed May 1990 and dismissed
July 1993, appeal pending; Irby, et al, v. Southern Pacific, et al, (No. 255715)
filed April 1990; Esparza, et al, v. Southern Pacific, et al, (No. 256433) filed
May 1990 and settled February 1994; Reese, et al, v. Southern Pacific, et al
(No. 256434) filed May 1990; Nancy Washington, et al, v.Southern Pacific, et al,
(No. 256435) filed May 1990. As Terminals' insurance carriers have assumed the
defense of these lawsuits without a reservation of rights and have paid all of
the settlements entered to date, GATX believes that the likelihood of a material
adverse effect on GATX's consolidated financial position or operations is
remote.
-7-
In October 1991, GATX and five of its senior officers were named as defendants
in Searls vs. Glasser, et al, filed in the U.S. District Court for the Northern
District of Illinois, a class action lawsuit filed on behalf of certain
purchasers of GATX's common stock alleging violation of the securities laws,
common law fraud and negligent misrepresentation in various public statements
made by GATX during 1991 concerning 1992 forecasted earnings. Upon the
completion of extensive discovery, the District Court granted a motion for
summary judgment in favor of GATX. That judgment was appealed and in August 1995
the U.S. Court of Appeals for the 7th Circuit affirmed the decision of the
District Court. The plaintiffs then filed a petition with the Court of Appeals
for a Rehearing In Banc which was denied. As the time for filing an appeal from
the decision of the Court of Appeals has expired, that decision is now final.
Accordingly, as there are no further avenues of appeal available to the
plaintiff, this matter is now closed.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Executive Officers of the Registrant
Pursuant to General Instruction G(3), the following information regarding
executive officers is included in Part I in lieu of inclusion in the GATX Proxy
Statement:
Office
Held
Name Office Held Since Age
- ---------------- ---------------------------------- ------- -----
James J. Glasser Chairman of the Board 1978 61
Ronald H. Zech President and Chief Executive Officer 1996 52
David M. Edwards Vice President, Finance and 1994 44
Chief Financial Officer
David B. Anderson Vice President, Corporate Development, 1995 54
General Counsel and Secretary
William L. Chambers Vice President, Human Resources 1993 58
Ralph L. O'Hara Controller 1986 51
Brian A. Kenney Treasurer 1995 36
Officers are elected annually by the Board of Directors. Previously, Mr.
Zech was President of GATX Financial Services from 1985 to 1994. In 1994 Mr.
Zech was elected as President and Chief Operating Officer of GATX. On January 1,
1996, he was elected as Chief Executive Officer. Mr. Edwards was Senior Vice
President - Finance and Administration of GATX Financial Services from 1990 to
1994. Mr. Anderson was Vice President, Corporate Development, General Counsel
and Secretary of Inland Steel Industries from 1986 until 1995. Concurrently, he
served as President of Inland Engineered Materials Corporation. Mr. Chambers was
engaged in human resource consulting from 1991 until 1993. Mr. Kenney was
Managing Director, Corporate Finance and Banking, for AMR Corporation from
1990-1995.
-8-
PART II
Item 5. Market for the Registrant's Common Stock and Related Shareholder Matters
Information required by this item is contained in Exhibit 13, GATX Annual Report
to Shareholders for the year ended December 31, 1995 on page 63, which is
incorporated herein by reference (page reference is to the Annual Report to
Shareholders).
Item 6. Selected Financial Data
Information required by this item is contained in Exhibit 13, GATX Annual Report
to Shareholders for the year ended December 31, 1995, on pages 64 and 65, which
is incorporated herein by reference (page references are to the Annual Report to
Shareholders).
Item 7. Management Discussion and Analysis of Financial Condition and Results
of Operations
Information required by this item is contained in Item 1, Business, section of
this document and in Exhibit 13, GATX Annual Report to Shareholders for the year
ended December 31, 1995, the management discussion and analysis of 1995 compared
to 1994 on pages 33, 34, 35, 41, 43, 45 and 46, the financial data of business
segments on pages 36 through 39, and the management discussion and analysis of
1994 compared to 1993 on pages 66 and 67, which is incorporated herein by
reference (page references are to the Annual Report to Shareholders).
Item 8. Financial Statements and Supplementary Data
The following consolidated financial statements of GATX Corporation, included in
Exhibit 13, GATX Annual Report to Shareholders for the year ended December 31,
1995, which is incorporated herein by reference (page references are to the
Annual Report to Shareholders):
Statements of Consolidated Income and Reinvested Earnings -- Years ended
December 31, 1995, 1994 and 1993 on page 40.
Consolidated Balance Sheets -- December 31, 1995 and 1994, on page 42.
Statements of Consolidated Cash Flows -- Years ended December 31, 1995,
1994 and 1993, on page 44.
Notes to Consolidated Financial Statements on pages 47 through 62.
Quarterly results of operations are contained in Exhibit 13, GATX Annual Report
to Shareholders for the year ended December 31, 1995 on page 63, which is
incorporated herein by reference (page reference is to the Annual Report to
Shareholders).
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
-9-
PART III
Item 10. Directors and Executive Officers of the Registrant
Information required by this item regarding directors is contained in sections
entitled "Nominees For Directors" and "Additional Information Concerning
Nominees" in the GATX Proxy Statement dated March 13, 1996, which sections are
incorporated herein by reference. Information regarding officers is included at
the end of Part I.
Item 11. Executive Compensation
Information required by this item regarding executive compensation is contained
in sections entitled "Compensation of Directors" and "Compensation of Executive
Officers" in the GATX Proxy Statement dated March 13, 1996, which sections are
incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Information required by this item regarding the Company's Common Stock is
contained in sections entitled "Nominees For Directors," "Security Ownership of
Management" and "Beneficial Ownership of Common Stock" in the GATX Proxy
Statement dated March 13, 1996, which sections are incorporated herein by
reference. The following are the only persons known to the Company who
beneficially owned as of March 12, 1996 more than 5% of the Company's $3.875
Cumulative Convertible Preferred Stock ("CCP Stock"):
Name and Address of Shares Beneficially
Beneficial Owner Owned Percent of Class
- ------------------- ------------------- ----------------
Fiduciary Trust 300,700 8.87%
Company International (1)
Two World Trade Center,
New York, New York
SAFECO Corporation (2) 221,000 6.52%
SAFECO Plaza
Seattle, Washington 98135
(1) According to Schedule 13Gs dated February 1, 1996 furnished to the
Company, United Nations Joint Staff Pension Fund ("UN") and its appointed
Investment Advisor, Fiduciary Trust Company ("Fiduciary"), share voting
and dispositive power with respect to 300,000 shares of the CCP Stock and
Fiduciary has sole dispositive and sole voting power over 700 shares of
the CCP Stock. The 300,700 shares represent voting over 1.28% of the
shares of Company Stock entitled to vote at the Company's Annual Meeting.
-10-
(2) According to a Form 13F filed with the Securities and Exchange Commission
on January 26, 1996, SAFECO Corporation has sole voting authority over and
shares investment discretion over 221,000 shares of the CCP Stock, 111,000
of which are managed by General Insurance Company of America and 110,000
of which are managed by SAFECO Asset Management Company. The 221,000
shares of CCP Stock represent .94% of the shares of the Company stock
entitled to vote at the Company's Annual Meeting.
Item 13. Certain Relationships and Related Transactions
None.
PART IV
Item 14. Financial Statement Schedules, Reports on Form 8-K and Exhibits.
a) 1. -Financial Statements
The following consolidated financial statements of GATX
Corporation included in the Annual Report to Shareholders
for the year ended December 31, 1995, are filed in response
to Item 8:
Statements of Consolidated Income and Reinvested Earnings
-- Years ended December 31, 1995, 1994 and 1993
Consolidated Balance Sheets -- December 31, 1995 and 1994
Statements of Consolidated Cash Flows -- Years ended
December 31, 1995, 1994 and 1993
Notes to Consolidated Financial Statements
2. -Financial Statement Schedules:
Page
Schedule I Condensed Financial
Information of Registrant............. 17
Schedule II Valuation and Qualifying Accounts....... 21
All other schedules for which provision is made in the
applicable accounting regulation of the Securities and
Exchange Commission are not required under the related
instructions or are inapplicable, and, therefore, have been
omitted.
-11-
b) EXHIBIT INDEX
Exhibit
Number Exhibit Description Page
3A. Restated Certificate of Incorporation of GATX Corporation,
as amended, incorporated by reference to GATX's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1991, file number 1-2328.
3B. By-Laws of GATX Corporation, as amended and restated as
of July 29, 1994, incorporated by reference to GATX's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1994, file number 1-2328.
10A. GATX Corporation 1985 Long Term Incentive Compensation
Plan, as amended, and restated as of April 27, 1990,
incorporated by reference to GATX's Annual Report on
Form 10-K for the fiscal year ended December 31, 1990,
file No. 1-2328. Amendment to said Plan effective as of
April 1, 1991, incorporated by reference to GATX's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1991, file number 1-2328.
10B. GATX Corporation 1995 Long Term Incentive Compensation
Plan, incorporated by reference to GATX's Quarterly
Report on Form 10-Q for the quarterly period ended
March 31, 1995, file number 1-2328.
10C. Management Incentive Plan dated January 1, 1995,
file number 1-2328, incorporated by reference to GATX's
Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 1995, file number 1-2328.
10D. Management Incentive Plan dated January 1, 1996, file
number 1-2328. Submitted to the SEC along with the
electronic submission of this Report on Form 10-K.
10E. GATX Corporation Deferred Fee Plan for Directors,
effective April 1982, as amended, incorporated by
reference to GATX's Annual Report on Form 10-K for the
fiscal year ended December 31, 1991, file number 1-2328.
10F. 1984 Executive Deferred Income Plan Participation
Agreement between GATX Corporation and participating
directors and executive officers dated September 1,
1984, as amended, incorporated by reference to GATX's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1991, file number 1-2328.
10G. 1985 Executive Deferred Income Plan Participation
Agreement between GATX Corporation and participating
directors and executive officers dated July 1, 1985, as
amended, incorporated by reference to GATX's Annual
Report on Form 10-K for the fiscal year ended December 31,
1991, file number 1-2328.
-12-
Exhibit
Number Exhibit Description Page
10H. 1987 Executive Deferred Income Plan Participation Agreement
between GATX Corporation and participating directors and
executive officers dated December 31, 1986, as amended,
incorporated by reference to GATX's Annual Report on Form 10-K
for the fiscal year ended December 31, 1991, file number
1-2328.
10I. Amendment to Executive Deferred Income Plan Participation
Agreements between GATX and certain participating directors and
participating executive officers entered into as of January 1,
1990, incorporated by reference to GATX's Annual Report on Form
10-K for the fiscal year ended December 31, 1989, file number
1-2328.
10J. Retirement Supplement to Executive Deferred Income Plan
Participation Agreements entered into as of January 23,
1990, between GATX and certain participating directors
incorporated by reference to GATX's Annual Report on
Form 10-K for the fiscal year ended December 31, 1989,
file number 1-2328 and between GATX and certain other
participating directors incorporated by reference to GATX's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1990, file number 1-2328.
10K. Amendment to Executive Deferred Income Plan Participation
Agreements between GATX and participating executive officers
entered into as of April 23, 1993, incorporated by reference to
GATX's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993, file number 1-2328.
10L. Director Retirement Plan effective January 1, 1992,
incorporated by reference to GATX's Annual Report on Form 10-K
for the fiscal year ended December 31, 1992, file number
1-2328.
10M. Agreement for Continued Employment Following Change of Control
or Disposition of a Subsidiary between GATX Corporation and
certain executive officers dated as of January 1, 1995,
incorporated by reference to GATX's Quarterly Report on Form
10-Q for the quarterly period ended March 31,1995, file number
1-2328.
10N. Agreements for Continued Employment Following Change of Control
or Disposition of a Subsidiary between GATX Corporation and an
additional executive officer dated as of July 1, 1995 and
between GATX and another executive officer dated as of January
1, 1996 file number 1-2328. Submitted to the SEC along with the
electronic transmission of this Annual Report on Form 10-K.
10O. Agreement dated July 29, 1994, supplementing the Agreement for
Continued Employment Following Change of Control or Disposition
of a Subsidiary between GATX Corporation and Ronald H. Zech,
incorporated by reference to GATX's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994, file number
1-2328.
-13-
Exhibit
Number Exhibit Description Page
10P. Letter Agreement dated August 17, 1993 between William Chambers
and GATX, incorporated by reference to GATX's Quarterly Report
on Form 10-Q for the quarterly period ended June 30, 1995, file
number 1-2328.
10Q. Letter Agreement dated May 31, 1995 between David B. Anderson
and GATX, file number 1-2328. Submitted to the SEC along with
the electronic transmission of this Annual Report on Form 10-K.
10R. Arrangements between James J. Glasser and GATX associated with
Mr. Glasser's retirement from GATX as described on page 11 in
the Section of the GATX Proxy Statement dated March 13, 1996
entitled "Termination of Employment and Change of Control
Arrangements" are incorporated herein by reference thereto,
file number 1-2328.
11A. Statement regarding computation of per share earnings. 22
11B. Statement regarding computation of per share earnings
(full dilution) 23
12. Statement regarding computation of ratios of earnings to combined
fixed charges and preferred stock dividends. 24
13. Annual Report to Shareholders for the year ended December 31,
1995, pages 31-70, with respect to the Annual Report on Form
10-K for the fiscal year ended December 31, 1995, file number
1-2328. Submitted to the SEC along with the electronic
submission of this Report on Form 10-K.
21. Subsidiaries of the Registrant. 25
23. Consent of Independent Auditors. 26
24. Powers of Attorney with respect to the Annual Report on Form
10-K for the fiscal year ended December 31, 1995, file number
1-2328. Submitted to the SEC along with the electronic
submission of this Report on Form 10-K.
27. Financial Data Schedule for GATX Corporation for the fiscal
year ended December 31, 1995, file number 1-2328. Submitted to
the SEC along with the electronic submission of this Report on
Form 10-K.
99A. Undertakings to the GATX Corporation Salaried Employees
Retirement Savings Plan, incorporated by reference to GATX's
Annual Report on Form 10-K for the fiscal year ended December
31, 1982, file number 1-2328.
99B. Undertakings to the GATX Corporation 1995 Long Term Incentive
Compensation Plan for the fiscal year ended December 31, 1995,
file number 1-2328. Submitted to the SEC along with the
electronic submission of this Report on Form 10-K.
-14-
REPORT OF INDEPENDENT AUDITORS
To the Shareholders
and Board of Directors
GATX Corporation
We have audited the consolidated financial statements and related schedules of
GATX Corporation and subsidiaries listed in Item 14 (a)(1) and (2) of the Annual
Report on Form 10-K of GATX Corporation for the year ended December 31, 1995.
These financial statements and related schedules are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements and related schedules 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 and related schedules.
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 consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of GATX
Corporation and subsidiaries at December 31, 1995 and 1994, and the results of
their operations and their cash flows for each of the three years in the period
ended December 31, 1995, in conformity with generally accepted accounting
principles. Also, in our opinion, the related financial statements schedules,
when considered in relation to the basic financial statements taken as a whole,
present fairly in all material respects, the information set forth therein.
ERNST & YOUNG LLP
Chicago, Illinois
January 23, 1996
-15-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
GATX CORPORATION
(Registrant)
/s/Ronald H. Zech
--------------------------
Ronald H. Zech
President,
Chief Executive Officer and Director
March 22, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the date indicated.
James J. Glasser Chairman of the Board By /s/David B. Anderson
and Director ----------------------
(David B. Anderson,
/s/Ronald H. Zech Attorney-in-Fact)
- ----------------------- Date: March 22, 1996
Ronald H. Zech President,
March 22, 1996 Chief Executive Officer and Director
/s/David M. Edwards
- -----------------------
David M. Edwards Vice President Finance and
March 22, 1996 Chief Financial Officer
/s/Ralph L. O'Hara
- -----------------------
Ralph L. O'Hara Controller and
March 22, 1996 Principal Accounting Officer
Franklin A. Cole Director By /s/David B. Anderson
James W. Cozad Director ---------------------
James M. Denny Director (David B. Anderson,
William C. Foote Director Attorney-in-Fact)
Deborah M. Fretz Director
Richard A. Giesen Director
Miles L. Marsh Director
Charles Marshall Director
Michael E. Murphy Director
Date: March 22, 1996
-16-
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
GATX CORPORATION
(PARENT COMPANY)
STATEMENTS OF INCOME
(In Millions)
Year Ended December 31
---------------------------------
1995 1994 1993
-------- --------- --------
Gross loss $ (1.0) $ (3.2) $ (5.5)
Costs and expenses
Interest 31.7 17.2 18.4
Provision for depreciation .8 .7 .4
Selling, general and administrative 20.4 18.3 23.2
-------- -------- -------
52.9 36.2 42.0
-------- -------- -------
Loss before income taxes and share of net
income of subsidiaries (53.9) (39.4) (47.5)
Income taxes (credit) (21.3) (14.2) (17.5)
-------- -------- -------
Loss before share of net income
of subsidiaries (32.6) (25.2) (30.0)
Share of net income of subsidiaries 133.4 116.7 102.7
------- ------- ------
Net income $ 100.8 $ 91.5 $ 72.7
====== ====== ======
-17-
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT (CONT'D)
GATX CORPORATION
(PARENT COMPANY)
BALANCE SHEETS
(In Millions)
ASSETS
December 31
------------------------
1995 1994
-------- ----------
Cash and cash equivalents $ .4 $ 1.1
Property, plant and equipment 9.2 8.4
Less - Allowance for depreciation (2.4) (1.6)
-------- --------
6.8 6.8
Investment in subsidiaries 1,223.1 1,169.0
Other assets 12.9 11.7
--------- ---------
TOTAL ASSETS $1,243.2 $ 1,188.6
======== ========
-18-
LIABILITIES, DEFERRED ITEMS AND SHAREHOLDERS' EQUITY
December 31
-------------------------
1995 1994
-------- ----------
Accounts payable and accrued expenses $ 24.9 $ 27.7
Due to subsidiaries 458.6 444.2
Other deferred items 41.9 54.3
--------- ----------
Total liabilities and deferred items 525.4 526.2
Shareholders' equity:
Preferred Stock 3.4 3.4
Common Stock 14.3 14.2
Additional capital 324.8 318.1
Reinvested earnings 409.0 353.5
Cumulative foreign currency
translation adjustment 13.4 20.3
-------- ----------
764.9 709.5
Less - Cost of shares in treasury (47.1) (47.1)
---------- ----------
Total shareholders' equity 717.8 662.4
--------- ----------
TOTAL LIABILITIES, DEFERRED ITEMS
AND SHAREHOLDERS' EQUITY $ 1,243.2 $ 1,188.6
========= ==========
-19-
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT (CONT'D)
GATX CORPORATION
(PARENT COMPANY)
STATEMENTS OF CASH FLOWS
(In Millions)
Year Ended December 31
------------------------------
1995 1994 1993
-------- -------- -------
OPERATING ACTIVITIES
Net income $ 100.8 $ 91.5 $ 72.7
Adjustments to reconcile net
income to net cash provided by
operating activities:
Provision for depreciation .8 .7 .4
Deferred income taxes (credit) (10.8) (5.8) (9.1)
Share of net income of subsidiaries
less dividends received (61.0) (49.0) (33.7)
Other (includes working capital) (4.3) 9.3 8.0
-------- ------- -------
NET CASH PROVIDED BY
OPERATING ACTIVITIES 25.5 46.7 38.3
INVESTING ACTIVITIES
Additions to property, plant & equipment (.9) (.5) (7.1)
-------- ------- --------
NET CASH USED IN
INVESTING ACTIVITIES (.9) (.5) (7.1)
FINANCING ACTIVITIES
Issuance of Common Stock under
employee benefit programs 5.5 4.6 4.7
Cash dividends to shareholders (45.3) (43.1) (40.7)
Advances (to) from subsidiaries 14.5 (6.7) 4.7
-------- ------- ------
NET CASH USED IN
FINANCING ACTIVITIES (25.3) (45.2) (31.3)
-------- -------- --------
NET (DECREASE) INCREASE
IN CASH AND CASH EQUIVALENTS $ (.7) $ 1.0 $ (.1)
======= ======= ========
-20-
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
GATX CORPORATION AND SUBSIDIARIES
(In Millions)
- ---------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E COL. F
- ---------------------------------------------------------------------------------------------
Additions
DESCRIPTION Balance at Charged to Charged to Balance
Beginning Costs and Other Accounts- Deductions- at End
of Period Expenses Describe Describe of Period
- -----------------------------------------------------------------------------------------------
Year ended December 31, 1995:
Allowance for possible
losses - Note A $ 89.6 $ 18.4 $5.2(B) $ 13.2(C) $100.0
Year ended December 31, 1994:
Allowance for possible
losses - Note A $ 96.0 $ 19.2 $ 2.5(B) $ 28.1(C) $ 89.6
Year ended December 31, 1993:
Allowance for possible
losses - Note A $110.9 $ 29.6 $ 2.1(B) $ 46.6(C) $ 96.0
Note A - Deducted from asset accounts.
Note B - Represents recovery of amounts previously written off and a transfer from other accounts.
Note C - Represents principally reductions in asset values charged off
or transferred to claims and uncollectible amounts.
-21-
EXHIBIT 11A
GATX CORPORATION AND SUBSIDIARIES
COMPUTATION OF NET INCOME (LOSS) PER SHARE OF
COMMON STOCK AND COMMON STOCK EQUIVALENTS
(In Millions, Except Per Share Amounts)
Year Ended December 31
-----------------------------------------------------------
1995 1994 1993 1992 1991
------- ------- ------- ------- -----
Average number of shares
of Common Stock outstanding 20.0 19.9 19.6 19.4 19.3
Shares issuable upon assumed exercise
of stock options, reduced by the
number of shares which could have
been purchased with the proceeds
from exercise of such options .4 .3 .3 * .2
------- ------ ------ ------ ------
Total 20.4 20.2 19.9 19.4 19.5
======= ====== ====== ====== ======
Net income (loss) $ 100.8 $ 91.5 $ 72.7 $(16.5) $ 82.7
Deduct - Dividends paid and
accrued on Preferred Stock 13.2 13.3 13.3 13.3 13.3
------- ------ ------ ------ ------
Net income (loss), as adjusted $ 87.6 $ 78.2 $ 59.4 $(29.8) $ 69.4
======= ====== ====== ====== ======
Net income (loss) per share $ 4.30 $ 3.88 $ 2.99 $(1.53) $ 3.56
======= ====== ====== ====== ======
* Common share equivalents are not considered in the computation of loss per share.
-22-
EXHIBIT 11B
GATX CORPORATION AND SUBSIDIARIES
COMPUTATION OF NET INCOME (LOSS) PER SHARE OF COMMON STOCK AND
COMMON STOCK EQUIVALENTS ASSUMING FULL DILUTION
(PRINCIPALLY CONVERSION OF ALL OUTSTANDING PREFERRED STOCK)
(In Millions, Except Per Share Amounts)
Year Ended December 31
------------------------------------------------
1995 1994 1993 1992 1991
------- ------ ------- ------- -----
Average number of shares used to
compute primary earnings per share 20.4 20.2 19.9 19.4 19.5
Common Stock issuable upon assumed
conversion of Preferred Stock 4.0 4.0 * * 4.1
------- ------ ------ ------ ------
Total 24.4 24.2 19.9 19.4 23.6
======= ====== ====== ====== ======
Net income (loss) as adjusted
per primary computation $ 87.6 $ 78.2 $ 59.4 $(29.8) $ 69.4
Add - Dividends paid and
accrued on Preferred Stock 13.2 13.3 * * 13.3
------- ------ ------ ------- ------
Net income (loss), as adjusted $ 100.8 $ 91.5 $ 59.4 $(29.8) $ 82.7
======= ====== ====== ======= ======
Net income (loss) per share,
assuming full dilution $ 4.13 $ 3.78 $ 2.99 $(1.53) $ 3.51
======= ====== ====== ======= ======
* Conversion of Preferred Stock is excluded from computation of fully diluted
earnings because of antidilutive effects.
Additional fully diluted computation (1)
Average number of shares used to
compute primary earnings per share 19.6 19.4
Common stock issuable upon assumed
conversion of Preferred Stock, and
stock option exercises 4.4 4.3
------- -------
24.0 23.7
Net income (loss) as adjusted
per primary computation $ 59.4 $(29.8)
Add - Dividends paid and accrued
on Preferred Stock 13.3 13.3
------- -------
$ 72.7 $(16.5)
======= =======
Net income (loss) per share,
assuming full dilution $ 3.03 $( .70)
======= =======
(1) This calculation is submitted in accordance with Regulation S-K item
601(b)(11) although it is contrary to paragraph 40 of APB Opinion No. 15
because it produces an antidilutive result.
-23-
EXHIBIT 12
GATX CORPORATION AND SUBSIDIARIES
COMPUTATION OF RATIOS OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS
(In Millions Except For Ratios)
1995 1994 1993
-------- -------- ------
Earnings available for fixed charges:
Net income $ 100.8 $ 91.5 $ 72.7
Add:
Income taxes 47.6 48.8 51.4
Equity in net earnings of affiliated companies,
net of distributions received 6.5 3.7 8.0
Interest on indebtedness and amortization
of debt discount and expense 170.1 148.2 151.8
Amortization of capitalized interest 1.1 1.1 1.1
Portion of rents representative of
interest factor (deemed to be one-third) 43.9 37.9 31.4
-------- -------- ------
Total earnings available for fixed charges $ 370.0 $ 331.2 $ 316.4
======== ======== ======
Preferred dividend requirements $ 13.2 $ 13.3 $ 13.3
Ratio to convert preferred
dividends to pretax basis (A) 169% 171% 197%
-------- -------- --------
Preferred dividend factor on pretax basis 22.3 22.7 26.2
Fixed charges:
Interest on indebtedness and amortization
of debt discount and expense 170.1 148.2 151.8
Capitalized interest 6.2 3.0 2.7
Portion of rents representative of interest
factor (deemed to be one-third) 43.9 37.9 31.4
-------- ------- -------
Combined fixed charges and
preferred stock dividends $ 242.5 $ 211.8 $ 212.1
======== ======== =======
Ratio of earnings to combined fixed charges
and preferred stock dividends (B) 1.53x 1.56x 1.49x
(A) To adjust preferred dividends to a pretax basis, income before income
taxes and equity in net earnings of affiliated companies is divided
by income before equity in net earnings of affiliated companies.
(B)
The ratios of earnings to combined fixed charges and preferred stock
dividends represent the number of times "fixed charges and preferred
stock dividends" were covered by "earnings." "Fixed charges and
preferred stock dividends" consist of interest on outstanding debt
and capitalized interest, one-third (the proportion deemed
representative of the interest factor) of rentals, amortization of
debt discount and expense, and dividends on preferred stock adjusted
to a pretax basis. "Earnings" consist of consolidated net income
before income taxes and fixed charges, less equity in net earnings
of affiliated companies, net of distributions received.
-24-
EXHIBIT 21
SUBSIDIARIES OF THE REGISTRANT
The following is a list of subsidiaries included in GATX's consolidated
financial statements (excluding a number of subsidiaries which, considered in
the aggregate, would not constitute a significant subsidiary), and the state of
incorporation of each:
General American Transportation Corporation (New York)--includes one domestic
subsidiary, three foreign subsidiaries and interests in two foreign
affiliates, Business Segment--Railcar Leasing and Management GATX Terminals
Corporation (Delaware)--three domestic subsidiaries, one foreign subsidiary,
one domestic affiliate, and interests in ten foreign affiliates,
Business Segment--Terminals and Pipelines
GATX Financial Services, Inc. (Delaware)--54 domestic subsidiaries (which
includes GATX Capital Corporation), 12 foreign subsidiaries and eight
domestic affiliates, Business Segment--Financial Services
GATX Logistics, Inc. (Florida)--29 domestic subsidiaries and two foreign
subsidiaries, Business Segment--Logistics and Warehousing
American Steamship Company (New York)--12 domestic subsidiaries, Business
Segment--Great Lakes Shipping
-25-
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the following: (i) Registration
Statement No. 2-92404 on Form S-8, filed July 26, 1984; (ii) Registration
Statement No. 2-96593 on Form S-8, filed March 22, 1985; (iii) Registration
Statement No. 33-38790 on Form S-8 filed February 1, 1991; (iv) Registration
Statement No. 33-41007 on Form S-8 filed June 7, 1991; and (v) Registration
Statement No. 33-61183 filed on July 20, 1995 of GATX Corporation, of our report
dated January 23, 1996 with respect to the consolidated financial statements and
schedules of GATX Corporation included and/or incorporated by reference in the
Annual Report on Form 10-K for the year ended December 31, 1995.
ERNST & YOUNG LLP
Chicago, Illinois
March 20, 1996
-26-
EXHIBIT FILED WITH DOCUMENT
10D. Management Incentive Plan dated January 1, 1996, file number
1-2328. Submitted to the SEC along with the electronic submission
of this Report on Form 10-K.
10N. Agreements for Continued Employment Following Change of Control
or Disposition of a Subsidiary between GATX Corporation and an
additional executive officer dated as of July 1, 1995 and
between GATX and another executive officer dated as of January
1, 1996 file number 1-2328. Submitted to the SEC along with the
electronic transmission of this Annual Report on Form 10-K.
10Q. Letter Agreement dated May 31, 1995 between David B. Anderson
and GATX, file number 1-2328. Submitted to the SEC along with
the electronic transmission of this Annual Report on Form 10-K.
11A. Statement regarding computation of per share earnings.
11B. Statement regarding computation of per share earnings
(full dilution)
12. Statement regarding computation of ratios of earnings to combined
fixed charges and preferred stock dividends.
13. Annual Report to Shareholders for the year ended December 31,
1995, pages 31-70, with respect to the Annual Report on Form
10-K for the fiscal year ended December 31, 1995, file number
1-2328. Submitted to the SEC along with the electronic
submission of this Report on Form 10-K.
21. Subsidiaries of the Registrant.
23. Consent of Independent Auditors.
24. Powers of Attorney with respect to the Annual Report on Form
10-K for the fiscal year ended December 31, 1995, file number
1-2328. Submitted to the SEC along with the electronic
submission of this Report on Form 10-K.
27. Financial Data Schedule for GATX Corporation for the fiscal
year ended December 31, 1995, file number 1-2328. Submitted to
the SEC along with the electronic submission of this Report on
Form 10-K.
99B. Undertakings to the GATX Corporation 1995 Long Term Incentive
Compensation Plan for the fiscal year ended December 31, 1995,
file number 1-2328. Submitted to the SEC along with the
electronic submission of this Report on Form 10-K.