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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, 1994
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.
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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 10, 1995, 19,935,798 common shares were outstanding, and the
aggregate market value of the common shares (based upon the March 10, 1995
closing price of these shares on the New York Stock Exchange) of GATX
Corporation held by nonaffiliates was approximately $899.6 million.
Documents Incorporated by Reference
Portions of the GATX Annual Report to Shareholders for the year ended
December 31, 1994 are incorporated by reference into Parts I and II.
Portions of GATX's proxy statement dated March 15, 1995 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, warehousing facilities, and related real estate services.
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, 1994 on page 29 and pages 34
through 37, 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) is principally
engaged in leasing specialized railcars, primarily tank cars, under full
service leases. As of December 31, 1994, its fleet consisted of
approximately 59,800 railcars, including 50,700 tank cars and 9,100
specialized freight cars, primarily Airslide covered hopper cars and plastic
pellet cars. 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,
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
Tank car fleet capacity
(in millions of gallons) 1,090 1,024 993 977 964
Number of cars added to fleet 4,900 3,000 1,600 1,500 1,700
Transportation's customers use its railcars to ship over 700 different
commodities, primarily chemicals, petroleum, food products and minerals. For
1994, 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 5% of total railcar leasing
revenue.
Transportation typically leases new equipment 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
railcars as of December 31, 1994 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 service centers consisting of four
major service centers and 24 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 193,000 tank cars owned and leased in the
United States at December 31, 1994, Transportation had approximately 50,700.
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 are also 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 owns and
operates 25 terminals in 11 states, two pipeline systems, and eight terminals
in the United Kingdom; Terminals also has joint venture interests in 13
international facilities.
As of December 31, 1994, Terminals had a total storage capacity of 76 million
barrels. This includes 57 million barrels of bulk liquid storage capacity in
the United States, 7 million barrels in the United Kingdom, and an equity
interest in another 12 million barrels of storage capacity in Europe and the
Far East. Terminals' smallest bulk liquid facility has a storage capacity of
100,000 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 94% at the end of 1994; throughput for the year
was 671 million barrels.
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For 1994, 76% of Terminals' revenue was derived from petroleum products and
21% from a variety of chemical 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, and the expansion of its
customers into new geographical markets.
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 6% 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, which generally do not make their storage facilities
available to others, 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 six 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 and effective rates.
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 air and rail. At December 31, 1994, GATX Capital had
approximately 650 financing contracts with 450 customers, aggregating $1.3
billion of investments before reserves. Of this amount, 46% consisted of
investments associated with commercial jet aircraft, 17% railroad equipment,
8% warehouse and production equipment, 8% marine equipment, 6% golf courses,
4% real estate, and 11% other equipment.
-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 1994, ASC carried 26.3 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 1994 was 47% steel, 27%
power generation, 18% 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 USS Great Lakes Fleet, Inc., Columbia Transportation, 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 Buffalo, New York, with one regional office.
Logistics and Warehousing
GATX Logistics, Inc. (Logistics) is one of the largest third-party providers
in the United States of distribution and logistics support services,
warehousing facilities, and related real estate services. Logistics operates
113 facilities covering approximately 23 million square feet of warehousing
space in North America with utilization of 92 percent at the end of 1994.
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 750 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 1994 was 21% motor
vehicle parts and components, 19% grocery, 17% consumer products, 9% farm and
construction equipment, 8% electronics, 5% major appliances and 21% other.
No single customer accounts for more than 8% 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 5,800 active employees, of whom
25% are hourly employees covered by union contracts.
Environmental Matters
Certain of GATX's operations 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 two divested companies
for which GATX believes it has adequate reserves.
GATX's environmental reserve at the end of 1994 was $96 million and reflects
GATX's best estimate of the cost to remediate its environmental conditions.
Additions to the reserve were $27 million in 1994 and $17 million in 1993;
1994 included $13 million recorded in conjunction with terminal acquisitions.
Expenditures charged to the reserve amounted to $12 million and $10 million
in 1994 and 1993, respectively.
In 1994, GATX made capital expenditures of $15 million for environmental and
regulatory compliance compared to $18 million in 1993. 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 $30 million
in 1995. It is anticipated that GATX 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, 1994 on page 66, 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 but remains in the cases with respect to the
plaintiffs who have opted out of the class and with respect to indemnity and
contribution claims. There is one other case seeking recovery for response
costs and natural resource damages: State of California, et al, vs.
Southern Pacific, et al,
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filed in the Eastern District of California (CIV-S-92 1117). All other
actions have been consolidated with these two cases. GATC also has been
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 has also been consolidated in the suit in the Eastern
District of California. GATC has entered into provisional 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. Such
settlement, however, is conditional on further court action. Further, it is
the opinion of management that if damages are assessed and taking into
consideration the probable insurance recovery, this matter will not have a
material effect on GATX's consolidated financial position or results of
operations.
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); Glaspie, et al, v. Southern Pacific
Transportation, et al, filed May 1990 in the County of Los Angeles (No.
BC002047); Burney, et al, v. Southern Pacific, et al, filed May 1990 in the
County of Los Angeles (BC000876); Ledbetter, et al, v. City of San
Bernardino, et al, filed May 1990 (No. 256173); Mary Washington v. Southern
Pacific, et al, filed May 1990 and settled February 1995 (No. 256346);
Stewart, et al, v. Southern Pacific Railroad Co., et al, filed May 1990 and
settled May 1994 (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 and
settled February 1995 (No. 275936); Goldie, et al, v. Southern Pacific, et
al, filed May 1990 and settled July 1994; Irby, et al, v. Southern Pacific,
et al, filed April 1990 and settled May 1994 (No. 255715); Reese, et al, v.
Southern Pacific, et al filed May 1990 and settled April 1994 (No. 256434);
Nancy Washington, et al, v. Southern Pacific, et al, filed May 1990 and
settled March 1994 (No. 256435); and Zamarripa, et al, vs. Southern Pacific
Railroad Company, et al, filed November 1993 (No. 526684). Based upon
information known to management, it remains management's opinion that if
damages are assessed and taking into consideration probable insurance
recovery, the ultimate resolution of the lawsuits arising out of the May 1989
explosion will not have a material effect on GATX's consolidated financial
position or results of operations.
The San Bernardino County, California, District Attorney has notified Calnev
Pipe Line Company that the District Attorney expects to pursue an action
against Calnev for the alleged violation of Section 25507 of the California
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Health & Safety Code by failing to report, until May 23, 1994, a purported
release of hazardous materials first discovered in July 1993. According to
the District Attorney, violations of that Section are criminal misdemeanors
punishable by a fine of $25,000 for each day that the release remained
unreported. Calnev does not believe that it violated the reporting
requirement of the Code and intends to vigorously defend any action brought
by the District Attorney which alleges such a violation.
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 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 court granted a motion for summary
judgment in favor of GATX. The plaintiffs have appealed that decision. GATX
believes that the decision of the U.S. District Court will not be reversed on
appeal.
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
and Chief Executive Officer 1978 60
Ronald H. Zech President and Chief Operating 1994 51
Officer
David M. Edwards Vice President Finance, 1994 43
Chief Financial Officer and
Secretary
William L. Chambers Vice President, Human Resources 1993 57
Ralph L. O'Hara Controller 1986 50
E. Paul Dunn, Jr. Treasurer 1990 41
Officers are elected annually by the Board of Directors. Previously, Mr.
Zech was President of GATX Financial Services from 1985 to 1994. Mr. Edwards
was Senior Vice President-Finance and Administration of GATX Financial
Services from 1990 to 1994; from 1988 to 1990 he was Vice President of
Finance and Administration of GATX Realty Corporation, a wholly-owned
subsidiary of GATX Financial Services. Mr. Chambers was Senior Vice
President of Human Resources and Corporate Relations for Beatrice Company
from 1986 to 1990; from 1991 until 1993, he was engaged in human resource
consulting. Mr. Dunn was Assistant Treasurer of The Hertz Corporation from
1985-1990.
-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, 1994 on page 61, 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, 1994, on pages 62 and
63, 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, of this
document and in Exhibit 13, GATX Annual Report to Shareholders for the year
ended December 31, 1994, the management discussion and analysis of 1994
compared to 1993 on pages 31, 32, 33, 39, 41, 43 and 44, the financial data
of business segments on pages 34 through 37, and the management discussion
and analysis of 1993 compared to 1992 on pages 64 and 65, 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, 1994, 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, 1994, 1993 and 1992, on page 38.
Consolidated Balance Sheets -- December 31, 1994 and 1993, on
page 40.
Statements of Consolidated Cash Flows -- Years ended
December 31, 1994, 1993 and 1992, on page 42.
Notes to Consolidated Financial Statements on pages 45 through 60.
Quarterly results of operations are contained in Exhibit 13, GATX Annual
Report to Shareholders for the year ended December 31, 1994 on page 61, 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 15, 1995, 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 15, 1995,
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 15, 1995, which sections are incorporated herein by
reference. The following are the only persons known to the Company who
beneficially owned as of March 14, 1995 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 330,700 9.74
Company International (1)
Two World Trade Center,
New York, New York 10048
SAFECO Corporation (2) 201,000 5.92
SAFECO Plaza
Seattle, Washington 98135
Froley, Revy Investment 174,900 5.15
Co., Inc (3)
10900 Wilshire Boulevard
Suite 11050
Los Angeles, California 90024
(1) According to Schedule 13Gs dated February 1, 1995, 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 330,700 shares of the CCP
Stock and Fiduciary has sole dispositive and sole voting power over 700
shares of the CCP Stock. The 330,700 shares of CCP Stock represent 1.42%
of the shares of Company stock entitled to vote at the Company's Annual
Meeting.
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(2) According to a Form 13F filed with the Securities and Exchange
Commission on October 20, 1994, SAFECO Corporation has sole voting
authority over and shares investment discretion over 201,000 shares of
the CCP Stock, 111,000 of which are managed by General Insurance Company
of America and 90,000 of which are managed by SAFECO Insurance Company
of America. The 201,000 shares of CCP Stock represent .9% of the shares of
the Company stock entitled to vote at the Company's Annual Meeting.
(3) According to a Form 13F filed with the Securities and Exchange
Commission on November 17, 1994, Froley, Revy Investment Co., Inc. has
sole voting authority and sole dispositive power over 174,900 shares of
the CCP Stock. The 174,900 shares of CCP Stock represent .7% 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, 1994, are filed in response
to Item 8:
Statements of Consolidated Income and Reinvested Earnings --
Years ended December 31, 1994, 1993 and 1992
Consolidated Balance Sheets -- December 31, 1994 and 1993
Statements of Consolidated Cash Flows -- Years ended
December 31, 1994, 1993 and 1992
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, file number 1-2328. Submitted to the SEC along with
the electronic submission of this Report on Form 10-K.
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. Management Incentive Compensation Plan dated January 1, 1994, file
number 1-2328. Submitted to the SEC along with the electronic
submission of this Report on Form 10-K.
10C. 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.
10D. 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.
10E. 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.
10F. 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.
-12-
Exhibit
Number Exhibit Description Page
- --------- -------------------------------------------- -----
10G. 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.
10H. 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.
10I. 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.
10J. 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, 1992, incorporated by
reference to GATX's Annual Report on Form 10-K for the fiscal year
ended December 31, 1991, file number 1-2328 and between GATX and an
additional executive officer dated as of 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.
10K. 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, file number
1-2328. Submitted to the SEC along with the electronic submission
of this Report on Form 10-K.
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.
-13-
Exhibit
Number Exhibit Description Page
- --------- -------------------------------------------- -----
11. Statements regarding computation of net income (loss)
per share. 22-23
12. Statement regarding computation of ratios of earnings
to combined fixed charges and preferred stockdividends 24
13. Annual Report to Shareholders for the year ended
December 31, 1994, pages 29-68, with respect to the
Annual Report on Form 10-K for the fiscal year ended
December 31, 1994, 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, 1994, 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, 1994, 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 1985 Long Term
Incentive Plan, incorporated by reference to GATX's Annual
Report on Form 10-K for the fiscal year ended December 31,
1985, file number 1-2328.
-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, 1994. 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, 1994 and 1993, and the
results of their operations and their cash flows for each of the three years
in the period ended December 31, 1994, in conformity with generally accepted
accounting principles. Also, in our opinion, the related financial statement
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.
As discussed in the notes to the consolidated financial statements, in 1992
the company changed its method of accounting for postretirement benefits
other than pensions and income taxes.
ERNST & YOUNG LLP
Chicago, Illinois
January 24, 1995
-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/James J. Glasser
----------------------------------
James J. Glasser
Chairman of the Board
and Chief Executive Officer
March 22, 1995
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.
/s/James J. Glasser
- ----------------------------------
James J. Glasser Chairman of the Board
March 22, 1995 and Chief Executive Officer
/s/Ronald H. Zech
- ----------------------------------
Ronald H. Zech President and Chief
March 22, 1995 Operating Officer
/s/David M. Edwards
- ----------------------------------
David M. Edwards Vice President Finance,
March 22, 1995 Chief Financial Officer and
Secretary
/s/Ralph L. O'Hara
- ----------------------------------
Ralph L. O'Hara Controller and
March 22, 1995 Principal Accounting Officer
Franklin A. Cole Director
James W. Cozad Director By /s/David M. Edwards
---------------------
Robert J. Day Director (David M.Edwards,
James M. Denny Director Attorney-in-Fact)
James L. Dutt Director
William C. Foote Director
Deborah M. Fretz Director
Richard A. Giesen Director
Charles Marshall Director
Michael E. Murphy Director
Date: March 22, 1995
-16-
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
GATX CORPORATION
(PARENT COMPANY)
STATEMENTS OF INCOME
(IN MILLIONS)
Year Ended December 31
1994 1993 1992
-------- -------- --------
Gross loss $ (3.2) $ (5.5) $ (4.5)
Costs and expenses
Interest 17.2 18.4 23.3
Provision for depreciation .7 .4 .3
Selling, general and administrative 18.3 23.2 18.8
-------- -------- --------
36.2 42.0 42.4
-------- -------- --------
Loss before income taxes, share of net
income of subsidiaries and cumulative
effect of accounting changes (39.4) (47.5) (46.9)
Income taxes (credit) (14.2) (17.5) (13.3)
-------- -------- --------
Loss before share of net income
of subsidiaries and cumulative
effect of accounting changes (25.2) (30.0) (33.6)
Share of net income of subsidiaries 116.7 102.7 59.8
-------- -------- --------
Income before cumulative effect
of accounting changes 91.5 72.7 26.2
Cumulative effect of accounting changes - - (42.7)
-------- -------- --------
Net income (loss) $ 91.5 $ 72.7 $(16.5)
====== ====== =======
-17-
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT (CONT'D)
GATX CORPORATION
(PARENT COMPANY)
BALANCE SHEETS
(IN MILLIONS)
ASSETS
December 31
1994 1993
--------- ---------
Cash and cash equivalents $ 1.1 $ .1
Property, plant and equipment 8.4 7.9
Less - Allowances for depreciation (1.6) (.9)
--------- -------
6.8 7.0
Investment in subsidiaries 1,169.0 1,101.7
Other assets 11.7 16.3
--------- --------
TOTAL ASSETS $1,188.6 $1,125.1
======== ========
-18-
LIABILITIES, DEFERRED ITEMS AND SHAREHOLDERS' EQUITY
December 31
1994 1993
--------- ---------
Accounts payable and accrued expenses $ 27.7 $ 21.6
Due to subsidiaries 444.2 450.9
Other deferred items 54.3 62.7
--------- ---------
Total liabilities and deferred items 526.2 535.2
--------- ---------
Shareholders' equity:
Preferred Stock 3.4 3.4
Common Stock 14.2 14.1
Additional Capital 318.1 312.4
Reinvested earnings 353.5 305.1
Cumulative foreign currency
translation adjustment 20.3 2.0
--------- --------
709.5 637.0
Less - Cost of shares in treasury (47.1) (47.1)
--------- ---------
Total shareholders' equity 662.4 589.9
--------- --------
TOTAL LIABILITIES, DEFERRED ITEMS
AND SHAREHOLDERS' EQUITY $1,188.6 $1,125.1
======== ========
-19-
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT (CONT'D)
GATX CORPORATION
(PARENT COMPANY)
STATEMENTS OF CASH FLOWS
(IN MILLIONS)
Year Ended December 31
1994 1993 1992
-------- -------- --------
OPERATING ACTIVITIES
Net income (loss) $ 91.5 $ 72.7 $ (16.5)
Adjustments to reconcile net
income (loss) to net cash provided by
(used in) operating activities:
Provision for depreciation .7 .4 .3
Deferred income taxes (credit) (5.8) (9.1) (21.0)
Cumulative effect of accounting changes - - 42.7
Share of net income of subsidiaries
less dividends received (49.0) (33.7) (3.5)
Other (includes working capital) 9.3 8.0 (7.7)
-------- -------- --------
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES 46.7 38.3 (5.7)
INVESTING ACTIVITIES
Additions to property, plant & equipment (.5) (7.1) (.1)
Investment in subsidiaries - - (12.1)
-------- -------- --------
NET CASH (USED IN)
INVESTING ACTIVITIES (.5) (7.1) (12.2)
FINANCING ACTIVITIES
Issuance of Common Stock under
employee benefit programs 4.6 4.7 1.2
Cash dividends to shareholders (43.1) (40.7) (38.6)
Advances (to) from subsidiaries (6.7) 4.7 54.7
-------- -------- --------
NET CASH (USED IN) PROVIDED BY
FINANCING ACTIVITIES (45.2) (31.3) 17.3
-------- -------- --------
NET INCREASE (DECREASE)
IN CASH AND CASH EQUIVALENTS $ 1.0 $ (.1) $ (.6)
======== ======== ========
-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
Balance at Charged to Charged to Balance
Beginning Costs and Other Accounts-Deductions at End
of Period Expenses Describe Describe ofPeriod
- -------------------------------------------------------------------------------
Year ended December 31, 1994:
Allowance for possible
losses - Note A $ 96.0 $ 19.2 $ 2.5(C) $ 28.1(D) $ 89.6
Year ended December 31, 1993:
Allowance for possible
losses - Note A $110.9 $ 29.6 $ 2.1(C) $ 46.6(D) $ 96.0
Year ended December 31, 1992:
Allowance for possible
losses - Note A $ 81.0 $ 82.5 $ .7(C) $ 53.3(D) $110.9
Reserve for costs of
closing or disposing of
certain manufacturing
facilities - Note B 2.7 - - 2.7(E) -
Note A - Deducted from asset accounts.
Note B - Included in other deferred items in the consolidated balance
sheets.
Note C - Represents recovery of amounts previously written off.
Note D - Represents principally reductions in asset values charged off
or transferred to claims and uncollectible amounts.
Note E - Represents transfer to non-asset related reserves.
-21-
EXHIBIT 11
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
1994 1993 1992 1991 1990
------ ------ ------ ------ -----
Average number of shares
of Common Stock outstanding 19.9 19.6 19.4 19.3 19.1
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 .3 .3 * .2 .2
------ ------ ------ ------ -----
Total 20.2 19.9 19.4 19.5 19.3
====== ====== ====== ====== =====
Net income (loss) $ 91.5 $ 72.7 $(16.5)$ 82.7 $ 82.9
Deduct - Dividends paid and
accrued on Preferred Stock 13.3 13.3 13.3 13.3 13.4
------ ------ ------ ------ ------
Net income (loss), as adjusted $ 78.2 $ 59.4 $(29.8)$ 69.4 $ 69.5
====== ====== ====== ====== ======
Net income (loss) per share $ 3.88 $ 2.99 $(1.53) $ 3.56 $ 3.61
====== ====== ====== ====== ======
* Common share equivalents are not considered in the computation of loss
per share.
-22-
EXHIBIT 11
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
1994 1993 1992 1991 1990
------ ------ ------ ------ ------
Average number of shares used to
compute primary earnings per share 20.2 19.9 19.4 19.5 19.3
Common Stock issuable upon assumed
conversion of Preferred Stock 4.0 * * 4.1 4.1
------ ------ ------ ------ ------
Total 24.2 19.9 19.4 23.6 23.4
====== ====== ====== ====== ======
Net income (loss) as adjusted
per primary computation $ 78.2 $ 59.4 $(29.8)$ 69.4 $ 69.5
Add - Dividends paid and
accrued on Preferred Stock 13.3 * * 13.3 13.4
------ ------ ------ ------ ------
Net income (loss), as adjusted $ 91.5 $ 59.4 $(29.8)$ 82.7 $ 82.9
====== ====== ====== ====== ======
Net income (loss) per share,
assuming full dilution $ 3.78 $ 2.99 $(1.53) $ 3.51 $ 3.54
====== ====== ====== ====== ======
* 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)
1994 1993 1992
-------- -------- -------
Earnings available for fixed charges:
Net income (loss) $ 91.5 $ 72.7 $(16.5)
Add (deduct):
Income taxes 48.8 51.4 9.6
Cumulative effect of accounting changes - - 45.8
Equity in net earnings of affiliated companies,
net of distributions received 3.7 8.0 31.7
Interest on indebtedness and amortization
of debt discount and expense 148.2 151.8 176.1
Amortization of capitalized interest 1.1 1.1 1.1
Portion of rents representative of
interest factor (deemed to be one-third) 37.9 31.4 25.5
-------- -------- -------
Total earnings available for fixed charges $331.2 $316.4 $273.3
====== ====== ======
Preferred dividend requirements $ 13.3 $ 13.3 $ 13.3
Ratio to convert preferred
dividends to pretax basis (A) 171% 197% 281%
-------- -------- -------
Preferred dividend factor on pretax basis 22.7 26.2 37.4
Fixed charges:
Interest on indebtedness and amortization
of debt discount and expense 148.2 151.8 176.1
Capitalized interest 3.0 2.7 4.2
Portion of rents representative of interest
factor (deemed to be one-third) 37.9 31.4 25.5
-------- -------- -------
Combined fixed charges and
preferred stock dividends $211.8 $212.1 $243.2
====== ====== ======
Ratio of earnings to combined fixed charges
and preferred stock dividends (B) 1.56x 1.49x 1.12x
(A) To adjust preferred dividends to a pretax basis, income before income
taxes and equity in net earnings of affiliated companies and, in 1992,
the cumulative effect of accounting changes, is divided by income
before equity in net earnings of affiliated companies and, in 1992, the
cumulative effect of accounting changes.
(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,
fixed charges, and, in 1992, the cumulative effect of accounting
changes, 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
foreign subsidiary and interests in two foreign affiliates, Business
Segment--Railcar Leasing and Management
GATX Terminals Corporation (Delaware)--four domestic subsidiaries, one
foreign subsidiary and interests in ten foreign affiliates, Business
Segment--Terminals and Pipelines
GATX Financial Services, Inc. (Delaware)--48 domestic subsidiaries (which
includes GATX Capital Corporation), nine domestic affiliates and 12
foreign subsidiaries, 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; and
(iv) Registration Statement No. 33-41007 on Form S-8 filed June 7, 1991; of
GATX Corporation, of our report dated January 24, 1995 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, 1994.
ERNST & YOUNG LLP
Chicago, Illinois
March 21, 1995
-26-