<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended Commission File Number
June 30, 1999 1-8319
[GATX LOGO]
GATX CAPITAL CORPORATION
Incorporated in the IRS Employer Identification Number
State of Delaware 94-1661392
Four Embarcadero Center
San Francisco, CA 94111
(415) 955-3200
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 and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
All Common Stock of Registrant is held by GATX Financial Services, Inc.
(a wholly-owned subsidiary of GATX Corporation).
As of August 11, 1999, Registrant has outstanding 1,031,250 shares of $1 par
value Common Stock.
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION II(1)(a)
and (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH THE REDUCED
DISCLOSURE FORMAT.
<PAGE> 2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
GATX CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(unaudited, in thousands)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1999 1998 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
REVENUES:
Lease income $ 74,727 $ 63,344 $147,926 $132,651
Gain on sale of assets 22,566 1,631 40,698 26,671
Equity earnings from investment in
joint ventures 13,993 12,896 27,441 23,251
Interest 8,770 10,205 17,150 17,375
Fees 5,097 22,080 13,886 31,156
Other 5,771 2,603 11,558 4,732
-------- -------- -------- --------
130,924 112,759 258,659 235,836
-------- -------- -------- --------
EXPENSES:
Operating leases 40,737 33,641 80,255 66,640
Selling, general & administrative 27,535 18,596 49,885 35,925
Interest 27,272 28,530 55,229 57,184
Provision for losses on investments 2,750 2,250 5,499 4,500
Other 1,191 762 2,342 1,488
-------- -------- -------- --------
99,485 83,779 193,210 165,737
-------- -------- -------- --------
Income from continuing operations
before income taxes 31,439 28,980 65,449 70,099
Provision for income taxes 12,512 12,012 26,262 27,941
-------- -------- -------- --------
Income from continuing operations 18,927 16,968 39,187 42,158
Discontinued operations (Note 5):
Loss from discontinued operations,
net of income taxes (2,327) (3,404) (4,642) (7,029)
Gain on sale of discontinued operations,
net of income tax benefits of $1,853 2,137 -- 2,137 --
-------- -------- -------- --------
NET INCOME $ 18,737 $ 13,564 $ 36,682 $ 35,129
======== ======== ======== ========
</TABLE>
1
<PAGE> 3
GATX CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
----------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 50,152 $ 67,975
Investments:
Direct financing leases 508,211 537,897
Leveraged leases 141,411 133,380
Operating lease equipment - net of depreciation 567,392 547,221
Secured loans 324,399 241,567
Investment in joint ventures 616,479 570,255
Assets held for sale or lease 34,576 26,286
Other investments 132,313 84,856
Investment in future residuals 16,174 18,706
Allowance for losses on investments (134,977) (129,278)
---------- ----------
Net investments 2,205,978 2,030,890
---------- ----------
Due from Parent 47,248 37,816
Other assets 79,367 139,001
---------- ----------
TOTAL ASSETS $2,382,745 $2,275,682
========== ==========
LIABILITIES AND STOCKHOLDER'S EQUITY:
Accrued interest $ 14,070 $ 13,634
Accounts payable and other liabilities 119,633 150,504
Debt financing:
Commercial paper and bankers' acceptances 187,580 128,329
Notes payable 16,278 25,847
Obligations under capital leases 7,029 8,781
Senior term notes 1,113,000 1,076,600
---------- ----------
Total debt financing 1,323,887 1,239,557
---------- ----------
Nonrecourse obligations 363,290 381,390
Deferred income 18,105 9,702
Deferred income taxes 115,218 83,754
Stockholder's equity:
Convertible preferred stock, par value $1,
and additional paid-in capital 125,000 125,000
Common stock, par value $1, and
additional paid-in capital 28,960 28,960
Accumulated other comprehensive income 10,863 772
Reinvested earnings 263,719 242,409
---------- ----------
Total Stockholder's equity 428,542 397,141
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $2,382,745 $2,275,682
========== ==========
</TABLE>
2
<PAGE> 4
GATX CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
1999 1998
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 36,682 $ 35,129
Reconciliation of net income to net cash flows
provided by operating activities:
Provision for losses on investments 5,499 4,500
Depreciation and amortization expense 60,418 48,681
Provision for deferred income taxes 26,698 14,258
Gain on sale of assets (40,698) (26,671)
Gain on sale of discontinued operations (2,137) --
Joint venture income, net of cash dividends (16,653) (12,280)
Changes in assets and liabilities:
Other assets (44) 17,817
Due from Parent (9,432) 6,369
Accrued interest, accounts payable and other
liabilities (16,837) (43,864)
Deferred income 8,403 (3,963)
Other - net 8,022 3,454
--------- ---------
Net cash flows provided by operating activities 59,921 43,430
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investments in leased equipment, net of nonrecourse
borrowings for leveraged leases (183,656) (137,190)
Loans extended to borrowers (131,551) (106,128)
Other investments (93,961) (66,948)
--------- ---------
Total Investments (409,168) (310,266)
--------- ---------
Lease rents received, net of earned income and
leveraged lease nonrecourse debt service 90,231 65,199
Loan principal received 25,458 72,845
Proceeds from sale of assets 142,785 111,053
Joint venture investment recovery 3,594 21,270
--------- ---------
Recovery of investments 262,068 270,367
--------- ---------
Net cash flows used in investing activities (147,100) (39,899)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of senior term notes 125,000 --
Proceeds from nonrecourse obligations 61,675 112,056
Repayment of senior term notes (88,600) (94,000)
Repayment of capital lease obligations (1,752) (1,094)
Repayment of nonrecourse obligations (79,775) (64,475)
Net decrease in short-term borrowings 68,180 107,547
Dividends paid to Parent (15,372) (13,300)
--------- ---------
Net cash flows provided by financing activities 69,356 46,734
--------- ---------
Net (decrease) increase in cash and cash equivalents (17,823) 50,265
Cash and cash equivalents at beginning of period 67,975 61,990
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 50,152 $ 112,255
========= =========
</TABLE>
3
<PAGE> 5
GATX CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED, IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
1999 1998 1999 1998
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net income $18,737 $13,564 $36,682 $35,129
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment (924) (545) (481) (534)
Unrealized gain (loss) on securities, net of
reclassification adjustments(a) 12,025 (1,009) 10,572 (575)
------- ------- ------- -------
Other comprehensive income (loss) 11,101 (1,554) 10,091 (1,109)
------- ------- ------- -------
COMPREHENSIVE INCOME $29,838 $12,010 $46,773 $34,020
======= ======= ======= =======
(a) Reclassification adjustments:
Unrealized gain (loss) on securities $14,624 $ (750) $15,557 $ 384
Less -- Reclassification adjustment for gains
realized included in net income (2,599) (259) (4,985) (959)
------- ------- ------- -------
Net unrealized gain (loss) on securities $12,025 $(1,009) $10,572 $ (575)
======= ======= ======= =======
</TABLE>
4
<PAGE> 6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999 AND 1998
1. The consolidated balance sheet of GATX Capital Corporation and its
subsidiaries (the "Company") at December 31, 1998, was derived from the
audited financial statements at that date. All other consolidated financial
statements are unaudited and include all adjustments, consisting only of
normal recurring items, which management considers necessary for a fair
statement of the consolidated results of operations and financial position
for and as of the end of the indicated periods. Operating results for the
six-month period ended June 30, 1999, are not necessarily indicative of the
results that may be achieved for the entire year.
2. Certain prior year amounts have been reclassified to conform to current
presentation.
3. The Company is engaged in various matters of litigation and has unresolved
claims pending. The Company is a party to litigation relating to the
conversion of ten Boeing 747 aircrafts from passenger to freighter
configuration by an affiliate of the Company. While the amounts claimed in
this matter and other matters are substantial, the ultimate liability with
respect to such claims cannot be determined at this time. It is the
opinion of management that damages, if any, required to be paid by the
Company in the discharge of such liability are not likely to be material
to the Company's financial position or results of operations.
4. In June 1998, the Financial Accounting Standards Board issued Statement
No. 133, Accounting for Derivative Instruments and Hedging Activities
("SFAS No. 133"), which subsequent to the issuance of SFAS 137 is required
to be adopted for fiscal years beginning after June 15, 2000. The Company,
which utilizes fundamental derivatives to hedge changes in interest rates
and foreign currencies, expects to adopt SFAS No. 133 effective January 1,
2001. This new accounting standard will require that all derivatives be
recorded on the balance sheet at fair value. If the derivative is a hedge,
depending on the nature of the hedge, changes in the fair value of
derivatives will either be offset against the change in the fair value of
the hedged assets, liabilities, or firm commitments through earnings or
recognized in other comprehensive income until the hedged item is
recognized in earnings. The ineffective portion of a derivative's change
in fair value will be immediately recognized in earnings. Management is
currently assessing the impact that the adoption of SFAS No. 133 will have
on the Company's financial position, results of operations, and cash flows.
5. On June 30, 1999, the Company sold its technology equipment sales and
service business segment to a third party (the Buyer) for $23.4 million.
The consideration received included stock of the Buyer valued at $18.4
million and an interest bearing note receivable from the Buyer for the
remaining balance due. The Company recognized an after-tax gain of $2.1
million from the sale. Accordingly, results from the technology equipment
sales and service segment are shown as discontinued operations with prior
year activity reclassified into one line for purposes of this presentation.
All material assets and liabilities relating to the technology equipment
sales and service segment were removed from the balance sheet in connection
with the sale. Revenues and loss from discontinued operations are as
follows:
<TABLE>
THREE MONTHS ENDED SIX MONTHS ENDED
(UNAUDITED, IN THOUSANDS) JUNE 30, JUNE 30,
------------------ ------------------
1999 1998 1999 1998
------- ------- ------- -------
<S> <C> <C> <C> <C>
Revenues $33,463 $39,769 $67,691 $74,528
Pre-tax loss (3,551) (3,982) (6,739) (8,099)
Income tax benefit 1,224 578 2,097 1,070
Loss from discontinued operations (2,327) (3,404) (4,642) (7,029)
</TABLE>
5
<PAGE> 7
6. The Company operated in two business segments: Investment and Asset
Management, which included the Company's lease, loan and joint venture
investments as well as fee generation and asset management; and Technology
Equipment Sales and Service, which included the sales and service of computer
network technology equipment. As a result of the sale of the Technology
Equipment Sales and Service segment as described in Note 5 and the subsequent
reclassification of the financial statements, prior year segment information
has been reclassified to conform to the current year's presentation.
<TABLE>
<CAPTION>
Investment and Technology
Asset Equipment Sales
(UNAUDITED, IN THOUSANDS) Management and Service Total
-------------- --------------- ------------
<S> <C> <C> <C>
THREE MONTHS ENDED JUNE 30, 1999
Revenues $ 130,924 $ -- $ 130,924
Pre-tax income 31,439 -- 31,439
Identifiable assets 2,382,745 -- 2,382,745
THREE MONTHS ENDED JUNE 30, 1998
Revenues $ 112,759 $ -- $ 112,759
Pre-tax income 28,980 -- 28,980
Identifiable assets 2,292,504 69,733 2,362,237
SIX MONTHS ENDED JUNE 30, 1999
Revenues $ 258,659 $ -- $ 258,659
Pre-tax income 65,449 -- 65,449
Identifiable assets 2,382,745 -- 2,382,745
SIX MONTHS ENDED JUNE 30, 1999
Revenues $ 235,836 $ -- $ 235,836
Pre-tax income 70,099 -- 70,099
Identifiable assets 2,292,504 69,733 2,362,237
</TABLE>
6
<PAGE> 8
PART I. FINANCIAL INFORMATION, continued
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Overview
The Company engages in asset-based investment and finance. Revenue from
asset-based investment and finance activities is generated from financing
equipment (either for the Company's own account or through partnerships and
joint ventures), from the remarketing of assets, from managing the
equipment-related investment portfolios of others, and from brokering or
arranging asset financing transactions.
On June 30, 1999, the Company sold its technology equipment sales and service
business segment to a third party (the Buyer) for $23.4 million. The
consideration received included stock of the Buyer valued at $18.4 million and
an interest bearing note receivable from the Buyer for the remaining balance
due. The Company recognized an after tax gain of $2.1 million from the sale.
Accordingly, results from the technology equipment sales and service segment
are shown as discontinued operations with prior year activity reclassified into
one line for the purposes of this presentation. All material assets and
liabilities relating to the technology equipment sales and service segment were
removed from the balance sheet in connection with the sale.
Net income earned during the three months ended June 30, 1999, was $18.7
million, up $5.2 million from the same period last year. Net income earned
during the six months ended June 30, 1999, was $36.7 million, up $1.6 million
from the same period last year.
Revenues
Investment income, which includes lease income, equity earnings from
investments in joint ventures, interest and other income, increased $14.2
million and $26.1 million during the three and six-month periods ended June 30,
1999, respectively, compared to the same periods in 1998. Higher investment
balances during 1999 were the primary reason for this increase. Average
investments during the quarter ended June 30, 1999, were approximately $104.8
million higher than the same period last year.
Moreover, equity earnings from investments in joint ventures increased $1.1
million and $4.2 million during the three and six-month periods ended June 30,
1999, respectively, compared to the same periods in 1998. This is primarily due
to earnings generated from new joint ventures.
In addition, other income increased $3.2 million and $6.8 million during the
three and six-month periods ended June 30, 1999, respectively, compared to the
same periods in 1998. This is primarily attributable to increased gains on
sales of stock. Generally, stock sales relate to shares received upon exercise
of warrants received in connection with the financing of non-public, start-up
companies.
Asset remarketing income includes gains on the sale of the Company's investment
assets, fees generated from providing remarketing services for third parties,
and from the sale of non-owned assets in which the Company has a residual
share. Fee income from asset remarketing services is generally
performance-based. Although not necessarily consistent from year to year, asset
remarketing income is a core component of the Company's business and has
historically been a significant contributor to income. Asset remarketing income
totaled $24.1 million and $18.1 million for the second quarter 1999 and 1998,
respectively, and $47.5 million and $49.1 million for the six-month periods
ended June 30, 1999, and 1998, respectively. Gains on sales of Company
investment assets were $22.6 million and $1.6 million for the second quarter
1999 and 1998, respectively, and $40.7 million and $26.7 million for the
six-month periods ended June 30, 1999, and 1998, respectively. Residual sharing
fees were $1.5 million and $16.5 million for the second quarter 1999 and 1998,
respectively, and $6.8 million and $22.4 million for the six-month periods ended
June 30, 1999 and 1998, respectively.
Expenses
Operating lease expense includes depreciation of operating lease equipment and
rent expense on off-balance sheet financing. Operating lease expense was $40.7
million and $33.6 million for the second quarters of 1999 and 1998,
respectively, and $80.3 million and $66.6 million for the six-month periods
ended June 30, 1999, and 1998, respectively. The increase in
7
<PAGE> 9
operating lease expense is due to higher depreciation expense resulting from;
(1) increased operating lease investments, and (2) shorter average depreciable
lives due to changes in investment mix.
Lower interest rates and lower average debt balances resulted in a decrease in
interest expense for the three and six-month periods ended June 30, 1999
compared to the same periods in 1998.
Selling, general and administrative expenses were higher during 1999 due to
higher human resources and other administrative expenses associated with
increased investment and asset management business activity.
Income from continuing operations for the three and six months ended June 30,
1999, was $18.9 million and $39.2 million, respectively, as compared to $17.0
million and $42.2 million for the same prior year periods. Loss from
discontinued operations for the three and six months ended June 30, 1999, was
$2.3 million and $4.6 million, respectively, as compared to $3.4 million and
$7.0 million for the same prior year periods. The increase in the loss from
discontinued operations in the second quarter was primarily due to weak market
conditions for technology equipment in general and networking in particular.
CASH FLOW, LIQUIDITY AND CAPITAL RESOURCES
The Company generates cash from operations and from portfolio proceeds and has
certain facilities for borrowing. In addition, certain lease transactions are
financed by obtaining nonrecourse loans equal to the present value of some or
all of the rental streams. During the six months ended June 30, 1999, the
Company used cash generated from operations to repay $88.6 million of senior
term notes. Cash generated from the recovery of investments and proceeds from
the issuance of senior term notes were used to fund $409.2 million of new
investments.
At June 30, 1999, the Company had borrowing capacity consisting of $37.0 million
remaining under its Series E shelf registration, $122.4 million of unused
capacity under its commercial paper and bankers' acceptances credit agreements,
and $40.3 million remaining under stand-alone bank facilities maintained by one
of the Company's subsidiaries.
During the six months ended June 30, 1999, primarily as a result of issuing
commercial paper and bankers' acceptances, total debt financing increased. This
increase, offset by an increase in equity, resulted in the Company's recourse
debt to total equity ratio remaining at 3.1:1. At June 30, 1999, the Company
could borrow an additional $900.0 million and still meet the 4.5:1 leverage
ratio defined in its bank credit agreements.
The Company maintains the proceeds from the sale of certain assets in a trust
with a qualified intermediary pending the identification and acquisition of
qualified replacement assets in order to affect like-kind exchanges for federal
income tax purposes. The amounts in trust are classified as cash and cash
equivalents in the accompanying balance sheet. There were no amounts in trust at
June 30, 1999; at December 31, 1998, $29.2 million was held in trust.
The Company's capital structure includes both fixed and floating rate debt. The
Company ensures a stable margin over its cost of funds by managing the
relationship of its fixed and floating rate investments to its fixed and
floating rate borrowings.
At June 30, 1999, the Company had approved unfunded transactions totaling
approximately $416.8 million, including approximately $128.8 million expected to
fund during the remainder of 1999. Once approved for funding, a transaction may
not be completed for various reasons, or the investment may be shared with
partners or sold.
YEAR 2000 DISCLOSURE
The Company continues to address what is commonly referred to as the Year 2000
problem. The Company has completed the assessment phase of reviewing its
critical information systems for Year 2000 compliance. The Company's
enterprise-wide information system has been certified Year 2000 compliant by the
manufacturer and the Company has performed testing on the system. Other less
critical information systems have been reviewed and corrective action is being
taken as necessary. These projects should be completed by September 1999.
The Company also is reviewing its operating assets to determine any significant
exposure to time-sensitive controls which may be embedded in the equipment.
These exposures are being assessed on an ongoing basis.
8
<PAGE> 10
The Company is inquiring of customers, banks and trustees, with which the
Company has a relationship, to ensure that their systems are or will be Year
2000 compliant. Where considered appropriate, the Company is working directly
with third parties to test or remediate affected systems. The Company also
interacts electronically with certain external entities but has no means of
ensuring that they will be Year 2000 ready. Additionally, the Company has been
inquiring of key vendors in an effort to establish the ability of the provider
to deliver products or services on a timely basis in the year 2000. Today, the
Company is not aware of any third party with a Year 2000 issue that would
materially impact the Company's results of operations.
The Company believes it has an effective program in place to resolve the Year
2000 issue in a timely manner and to minimize the Company's exposure. If these
steps were not taken, or are not completed in a timely manner, the Year 2000
issue could have a significant impact on the operations of the Company. The
project is estimated to be completed during 1999, which is prior to any
anticipated impact on its operating systems. Based on the progress and results
of the Year 2000 project thus far, the Company believes that the Year 2000 issue
should not pose significant operational problems. However, in the event that the
Company's efforts have not addressed all potential systems problems, a
contingency plan is being developed to enable business operations to continue.
This contingency plan involves reducing the scope and duration of any
disruptions by having sufficient personnel and other resources in place to
permit a timely response. Testing of the contingency plan components will be
conducted during 1999. The total Year 2000 project cost is estimated to be
immaterial to the Company's results of operations.
FORWARD LOOKING STATEMENTS
Management's discussion includes statements that may constitute forward-looking
statements made pursuant to the safe harbor provision of the Private Securities
Litigation Reform Act of 1995. This information may involve risks and
uncertainties that could cause actual results to differ materially from the
forward-looking statements. Although the Company believes that the expectations
reflected in such forward-looking statements are based on reasonable
assumptions, such statements are subject to risks and uncertainties that could
cause actual results to differ materially from those projected. These risks and
uncertainties include, but are not limited to, unanticipated changes in the
markets served by Company such as the rail, air, and technology industries.
<PAGE> 11
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
27. Financial Data Schedule
(b) The company filed no reports on Form 8-K during the six months ended June
30, 1999.
Signatures
Pursuant to the requirements 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 CAPITAL CORPORATION
/s/ Jack F. Jenkins-Stark
------------------------------------------------
Jack F. Jenkins-Stark
Senior Vice President and Chief Financial Officer
/s/ Delphine M. Regalia
------------------------------------------------
Delphine M. Regalia
Principal Accounting Officer and Controller
August 13, 1999
10
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF INCOME AND THE CONSOLIDATED BALANCE SHEETS
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 50,152
<SECURITIES> 0
<RECEIVABLES> 974,021<F1>
<ALLOWANCES> 134,977
<INVENTORY> 34,576
<CURRENT-ASSETS> 0<F3>
<PP&E> 567,392<F2>
<DEPRECIATION> 0<F2>
<TOTAL-ASSETS> 2,382,745
<CURRENT-LIABILITIES> 0<F3>
<BONDS> 1,483,319<F4>
0
1,027<F5>
<COMMON> 1,031<F5>
<OTHER-SE> 426,484<F6>
<TOTAL-LIABILITY-AND-EQUITY> 2,382,745
<SALES> 0
<TOTAL-REVENUES> 258,659
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 132,482<F7>
<LOSS-PROVISION> 5,499
<INTEREST-EXPENSE> 55,229
<INCOME-PRETAX> 65,449
<INCOME-TAX> 26,262
<INCOME-CONTINUING> 39,187
<DISCONTINUED> (2,505)<F8>
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 36,682
<EPS-BASIC> 0
<EPS-DILUTED> 0
<FN>
<F1>CONSISTS OF DIRECT FINANCE LEASE RECEIVABLES OF 508,211, LEVERAGED LEASE
RECEIVABLES OF 141,411 AND SECURED LOANS OF 324,399.
<F2>CONSISTS OF COST OF EQUIPMENT LEASED TO OTHERS UNDER OPERATING LEASES, NET OF
DEPRECIATION.
<F3>GATX CAPITAL CORPORATION HAS AN UNCLASSIFIED BALANCE SHEET.
<F4>CONSISTS OF SENIOR TERM NOTES OF 1,113,000, OBLIGATIONS UNDER CAPITAL LEASES OF
7,029, AND NONRECOURSE OBLIGATIONS OF 363,290.
<F5>PAR VALUE ONLY.
<F6>CONSISTS OF RETAINED EARNINGS OF 263,719, ADDITIONAL PAID-IN CAPITAL OF
151,902, UNREALIZED GAINS ON MARKETABLE EQUITY SECURITIES, NET OF TAX OF 17,195
AND FOREIGN CURRENCY TRANSLATION ADJUSTMENT OF (6,332).
<F7>CONSISTS OF OPERATING LEASE EXPENSE OF 80,255, SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES OF 49,885, AND OTHER EXPENSES OF 2,342.
<F8>CONSISTS OF LOSS FROM DISCONTINUED OPERATIONS, NET OF TAX OF (4,642) AND GAIN
ON SALE OF DISCONTINUED OPERATIONS, NET OF TAX OF 2,137.
</FN>
</TABLE>
