SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
X ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994
OR
TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Full title of the Plan:
GATX CORPORATION SALARIED EMPLOYEES RETIREMENT SAVINGS PLAN
Name of the issuer of the securities held pursuant to the Plan and the
address of its principal executive office:
GATX Corporation
500 West Monroe Street, Chicago, Illinois 60661-3676
312/621-6200
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees have duly caused this annual report to be signed by the undersigned
thereunto duly authorized.
GATX CORPORATION SALARIED
EMPLOYEES RETIREMENT SAVINGS PLAN
(Name of Plan)
By: /s/ James Conniff
------------------------------
James Conniff
Plan Administrator
Dated: March 29, 1995
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<PAGE>
GATX CORPORATION SALARIED EMPLOYEES RETIREMENT SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS FOR ANNUAL REPORT ON FORM 11-K
December 31, 1994
The following financial data are submitted herewith:
Report of Independent Auditors .................................. 3
Consent of Independent Auditors ................................. 4
Statements of Financial Condition ............................... 5
Statements of Income and Changes in
Participants' Equity .......................................... 7
Notes to Financial Statements ................................... 10
All schedules have been omitted because the information required therein is
included in the financial statements and notes thereto.
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<PAGE>
REPORT OF INDEPENDENT AUDITORS
Benefits Committee
GATX Corporation
We have audited the accompanying statements of financial condition of GATX
Corporation Salaried Employees Retirement Savings Plan as of December 31,
1994 and 1993, and the related statements of income and changes in
participants' equity for each of the three years in the period ended
December 31, 1994. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of GATX Corporation Salaried
Employees Retirement Savings Plan at December 31, 1994 and 1993, and the
income and changes in participants' equity for each of the three years in the
period ended December 31, 1994, in conformity with generally accepted
accounting principles.
ERNST & YOUNG LLP
Chicago, Illinois
March 10, 1995
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<PAGE>
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, pertaining to the GATX Corporation Salaried Employees
Retirement Savings Plan, of our report dated March 10, 1995 with respect to
the financial statements of GATX Corporation Salaried Employees Retirement
Savings Plan included in this Annual Report on Form 11-K for the year ended
December 31, 1994.
ERNST & YOUNG LLP
Chicago, Illinois
March 28, 1995
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<PAGE>
GATX CORPORATION SALARIED EMPLOYEES RETIREMENT SAVINGS PLAN
<TABLE>
STATEMENT OF FINANCIAL CONDITION
December 31, 1994
<CAPTION>
ASSURED PHILLIPS
INCOME AND PETROLEUM
ANNUITY GATX STOCK EQUITY EQUITY COMPANY EMPLOYEE
OPTION (NOTE D) INDEX BALANCED GROWTH SECURITIES LOANS TOTAL
----------- ----------- --------- --------- --------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments at current value - Note C:
GATX Corporation Common Stock $30,253,715 $30,253,715
Banker's Trust Pyramid GIC Fund $21,309,967 21,309,967
Metropolitan Life Group Annuity
Contract Nos. 11796-5 and 12518 9,261,988 9,261,988
Harris Trust and Savings Bank
Trust for Collective Investment
of Employee Benefit Accounts $7,714,993 7,714,993
Jennison Balanced Fund $2,517,155 2,517,155
Putnam Voyager Fund $3,554,640 3,554,640
Phillips Petroleum Company
Common Stock $34,977 34,977
----------- ----------- --------- ---------- ---------- ------- --------- --------
Subtotal 30,571,955 30,253,715 7,714,993 2,517,155 3,554,640 34,977 74,647,435
Loans to participants $3,402,108 3,402,108
Cash 355,004 495,519 71,843 39,335 79,509 3,844 1,045,054
Net Receivable/(Payable) 230,164 (21,521) (151,793) (30,186) 35,487 62,151
----------- ----------- -------- --------- --------- ------- --------- -----------
TOTAL ASSETS $31,157,123 $30,727,713 $7,635,043 $2,526,304 $3,669,636 $38,821 $3,402,108 $79,156,748
=========== =========== ========== ========== ========== ======= ========== ===========
PARTICIPANTS' EQUITY $31,157,123 $30,727,713 $7,635,043 $2,526,304 $3,669,636 $38,821 $3,402,108 $79,156,748
=========== =========== ========== ========== ========== ======= ========== ===========
</TABLE>
See notes to financial statements.
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<PAGE>
GATX CORPORATION SALARIED EMPLOYEES RETIREMENT SAVINGS PLAN
<TABLE>
STATEMENT OF FINANCIAL CONDITION
December 31, 1993
<CAPTION>
ASSURED PHILLIPS
INCOME AND PETROLEUM
ANNUITY GATX STOCK EQUITY EQUITY COMPANY EMPLOYEE
OPTION (NOTE D) INDEX BALANCED GROWTH SECURITIES LOANS TOTAL
---------- ----------- --------- ---------- ---------- -------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments at current value - Note C:
GATX Corporation Common Stock $26,226,144 $26,226,144
Banker's Trust Pyramid GIC Fund $17,421,990 17,421,990
Metropolitan Life Group Annuity
Contract Nos. 11796-5 and 12518 10,293,352 10,293,352
Harris Trust and Savings Bank
Trust for Collective Investment
of Employee Benefit Accounts $7,088,017 7,088,017
Jennison Balanced Fund $1,993,495 1,993,495
Putnam Voyager Fund $2,818,925 2,818,925
Phillips Petroleum Company
Common Stock $30,972 30,972
---------- ----------- ---------- ---------- ---------- ------- --------- -----------
Subtotal 27,715,342 26,226,144 7,088,017 1,993,495 2,818,925 30,972 65,872,895
Loans to participants $2,881,156 2,881,156
Cash 365,808 468,716 105,503 602 683 2,515 943,827
Net Receivable/(Payable) (382,186) 112,112 (111,256) 196,864 380,860 196,394
----------- ----------- ----------- --------- --------- ------- ---------- ---------
TOTAL ASSETS $27,698,964 $26,806,972 $7,082,264 $2,190,961 $3,200,468 $33,487 $2,881,156 $69,894,272
=========== =========== ========== ========== ========== ======= ========== ===========
PARTICIPANTS' EQUITY $27,698,964 $26,806,972 $7,082,264 $2,190,961 $3,200,468 $33,487 $2,881,156 $69,894,272
=========== =========== ========== ========== ========== ======= ========== ===========
</TABLE>
See notes to financial statements.
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<PAGE>
GATX CORPORATION SALARIED EMPLOYEES RETIREMENT SAVINGS PLAN
<TABLE>
STATEMENT OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY
Year Ended December 31, 1994
<CAPTION>
ASSURED PHILLIPS
INCOME AND PETROLEUM
ANNUITY EQUITY EQUITY COMPANY EMPLOYEE
OPTION GATX STOCK INDEX BALANCED GROWTH SECURITIES LOANS TOTAL
----------- ---------- ------ --------- -------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CONTRIBUTIONS & INVESTMENT INCOME
Contributions by GATX
Corporation and subsidiaries $ 1,821,458 $ 1,821,458
Salary deferrals by participants $ 2,482,955 894,708 $ 741,459 $ 403,948 $ 764,311 5,287,381
Rollover contributions by participants 25,506 21,008 15,687 47,341 109,542
Dividend income 1,025,421 211,981 $ 1,196 1,238,598
Interest income 1,930,692 5,946 756 300 735 133 $ 246,380 2,184,942
Gain on sale of investments--Note C 1,011,897 12,450 2,436 184,524 1,211,307
---------- ---------- ---------- --------- ---------- ------- ---------- ----------
TOTAL CONTRIBUTIONS AND
INVESTMENT INCOME 4,439,153 4,780,438 982,333 454,025 949,570 1,329 246,380 11,853,228
----------- ---------- ---------- ---------- ---------- ----- ---------- ---------
NET TRANSFERS AUTHORIZED
BY PARTICIPANTS 731,212 (294,216) (21,072) (52,477) (363,447)
UNREALIZED INCREASE (DECREASE)
IN CURRENT VALUE OF INVESTMENTS 1,238,578 (112,535) (60,345) (123,165) 4,005 946,538
WITHDRAWALS BY PARTICIPANTS (1,332,892) (1,717,197) (274,902) (34,786) (81,337) (96,176) (3,537,290)
LOANS TO PARTICIPANTS (1,294,428) (337,854) (165,078) (61,927) (112,997) 1,972,284
LOAN REPAYMENTS BY PARTICIPANTS 915,114 250,992 144,033 90,853 200,544 (1,601,536)
---------- ---------- --------- -------- -------- ------- ---------- -----------
(980,994) (859,697) (429,554) (118,682) (480,402) 4,005 274,572 (2,590,752)
---------- ---------- -------- --------- --------- ----- ---------- ----------
INCREASE IN PARTICIPANTS' EQUITY 3,458,159 3,920,741 552,779 335,343 469,168 5,334 520,952 9,262,476
Participants' equity
at January 1, 1994 27,698,964 26,806,972 7,082,264 2,190,961 3,200,468 33,487 2,881,156 69,894,272
----------- ---------- --------- ---------- --------- ------ --------- ----------
PARTICIPANTS' EQUITY
AT DECEMBER 31, 1994 $31,157,123 $30,727,713 $7,635,043 $2,526,304 $3,669,636 $38,821 $3,402,108 $ 79,156,748
=========== =========== ========== ========== ========== ======= ========== ============
</TABLE>
See notes to financial statements.
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<PAGE>
GATX CORPORATION SALARIED EMPLOYEES RETIREMENT SAVINGS PLAN
<TABLE>
STATEMENT OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY
Year Ended December 31, 1993
<CAPTION>
ASSURED PHILLIPS
INCOME AND PETROLEUM
FIXED ANNUITY EQUITY EQUITY COMPANY EMPLOYEE
INCOME OPTION GATX STOCK INDEX BALANCED GROWTH SECURITIES LOANS TOTAL
-------- ----------- ---------- ----------- ---------- --------- --------- ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CONTRIBUTIONS & INVESTMENT
INCOME
Contributions by GATX
Corporation and subsidiaries $ 1,725,817 $ 1,725,817
Salary deferrals by
participants $ 188,426 $ 2,725,490 735,446 $ 804,131 $ 177,526 $ 257,464 4,888,483
Rollover contributions
by participants 9,333 32,666 11,965 11,124 15,776 16,199 97,063
Dividend income 874,613 184,630 $ 1,196 1,060,439
Interest income 130,603 2,101,305 4,954 832 174 159 58 $ 230,917 2,469,002
Gain on sale
of investments--Note C 278,154 547,593 48,174 157 105,142 979,220
--------- ---------- ---------- -------- --------- -------- ------ ----------- -------
TOTAL CONTRIBUTIONS
AND INVESTMENT INCOME 606,516 4,859,461 3,900,388 1,048,891 193,633 378,964 1,254 230,917 11,220,024
--------- ---------- --------- --------- -------- ------- ----- ----------- ----------
NET TRANSFERS
AUTHORIZED BY PARTICIPANTS (3,033,957) (806,591) (369,858) (339,494) 1,905,267 2,644,633
UNREALIZED INCREASE (DECREASE)
IN CURRENT VALUE OF INVESTMENTS (109,013) 4,091,452 389,966 70,097 137,412 4,139 4,584,053
WITHDRAWALS BY PARTICIPANTS (181,892) (2,096,884) (1,137,412) (143,436) (5,221) (24,489) (27,781) (3,617,115)
LOANS TO PARTICIPANTS (83,140) (1,044,104) (326,816) (175,805) (15,916) (17,859) 1,663,640
LOAN REPAYMENTS BY PARTICIPANTS 43,410 914,321 254,687 139,202 43,101 81,807 (1,476,528)
---------- ---------- --------- --------- ------- -------- ----- ---------- ---------
(3,364,592) (3,033,258) 2,512,053 (129,567) 1,997,328 2,821,504 4,139 159,331 966,938
---------- ---------- --------- -------- ---------- --------- ----- ---------- ----------
INCREASE (DECREASE) IN
PARTICIPANTS' EQUITY (2,758,076) 1,826,203 6,412,441 919,324 2,190,961 3,200,468 5,393 390,248 12,186,962
Participants' equity
at January 1, 1993 2,758,076 25,872,761 20,394,531 6,162,940 0 0 28,094 2,490,908 57,707,310
---------- ---------- ---------- --------- --------- --------- ------- ---------- -----------
PARTICIPANTS' EQUITY
AT DECEMBER 31, 1993 $ 0 $27,698,964 $26,806,972 $7,082,264 $2,190,961 $3,200,468 $33,487 $ 2,881,156 $69,894,272
========== =========== ========== ========== ========== ========== ======= =========== ===========
</TABLE>
See notes to financial statements.
-8-
<PAGE>
GATX CORPORATION SALARIED EMPLOYEES RETIREMENT SAVINGS PLAN
<TABLE>
STATEMENT OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY
Year Ended December 31, 1992
<CAPTION>
ASSURED PHILLIPS
INCOME AND PETROLEUM
FIXED ANNUITY EQUITY CURRENT COMPANY EMPLOYEE
INCOME OPTION GATX STOCK INDEX YIELD SECURITIES LOANS TOTAL
--------- -------- ---------- ------- -------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CONTRIBUTIONS & INVESTMENT INCOME
Contributions by GATX
Corporation and subsidiaries $1,580,222 $ 1,580,222
Salary deferrals by participants $ 338,420 $ 2,581,154 713,666 $ 703,801 $ 22,901 4,359,942
Rollover contributions
by participants 3,680 18,586 16,833 12,164 51,263
Dividend income 731,975 163,406 $ 1,028 896,409
Interest income 158,683 2,099,881 9,180 774 13,373 238 $ 212,434 2,494,563
Gain on sale of
investments -- NOTE C 14,653 69,657 16,480 6 100,796
---------- ---------- ----------- -------- ------- ------- ----------- -------
TOTAL CONTRIBUTIONS
AND INVESTMENT INCOME 515,436 4,699,621 3,121,533 896,625 36,274 1,272 212,434 9,483,195
---------- ---------- ---------- ---------- ------ ------ ----------- ---------
NET TRANSFERS
AUTHORIZED BY PARTICIPANTS (130,478) (528,279) 768,063 328,514 (437,820)
UNREALIZED INCREASE (DECREASE)
IN CURRENT VALUE OF INVESTMENTS (47,118) 2,688,753 253,185 911 2,895,731
WITHDRAWALS BY PARTICIPANTS (82,495) (1,202,272) (490,877) (415,608) (14,788) (33,000) (2,239,040)
LOANS TO PARTICIPANTS (85,788) (1,120,962) (247,394) (208,444) (9,912) 1,672,500
LOAN REPAYMENTS BY PARTICIPANTS 71,818 745,387 241,000 161,664 2,193 (1,222,062)
---------- ----------- ----------- --------- ------- ------- ---------- ----------
(274,061) (2,106,126) 2,959,545 119,311 (460,327) 911 417,438 656,691
---------- ----------- ---------- --------- --------- ------- ---------- ----------
INCREASE (DECREASE) IN
PARTICIPANTS' EQUITY 241,375 2,593,495 6,081,078 1,015,936 (424,053) 2,183 629,872 10,139,886
Participants' Equity
at January 1, 1992 2,516,701 23,279,266 14,313,453 5,147,004 424,053 25,911 1,861,036 47,567,424
---------- ----------- ----------- --------- -------- -------- ----------- -----------
PARTICIPANTS' EQUITY
AT DECEMBER 31, 1992 $2,758,076 $25,872,761 $20,394,531 $6,162,940 $ 0 $28,094 $2,490,908 $57,707,310
========== =========== =========== ========== ========= ======= ========== ===========
</TABLE>
See notes to financial statements.
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<PAGE>
GATX CORPORATION SALARIED EMPLOYEES RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1994
NOTE A--SIGNIFICANT ACCOUNTING POLICIES
Investments are recorded at market or redemption value.
All costs and expenses incurred with regard to the purchase and sale of
investments are borne by the GATX Corporation Salaried Employees Retirement
Savings Plan (the Plan) and are included in the realized gain (loss) on
sale of investments. Administrative and general expenses are paid by GATX
Corporation.
NOTE B--DESCRIPTION OF THE PLAN
The Plan is a defined contribution plan and was established to afford
employees an opportunity to save systematically for retirement. The Plan
is open to each eligible salaried employee of GATX, and each of its
domestic subsidiaries which adopts or has adopted the Plan upon authorization
by GATX, who has six months of service credit and has completed an enrollment
form prior to one of the semi-annual enrollment dates of January 1st and
July 1st.
A participant may contribute to the Plan from 1% to 15% of his or her
compensation as defined by the Plan. GATX and its electing subsidiaries
contribute an amount up to but not more than 50%, as determined from time to
time by GATX, of the amount contributed by each participant but not to exceed
3% of the participant's compensation as defined by the Plan. Company
contributions are invested in GATX Common Stock and short-term investments.
All contributions are made in cash and deposited monthly. Contributions by
participants are made by means of salary deferral and are fully vested as to
employer contributions.
After one year of participation in the Plan, active participants may obtain
loans from the Plan. The maximum loan amount is subject to certain
restrictions and each loan is secured by the participant's account balance.
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<PAGE>
GATX CORPORATION SALARIED EMPLOYEES RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1994
NOTE B--DESCRIPTION OF THE PLAN (Continued)
Participants may elect to have their contributions invested in the Assured
Income and Annuity Option Fund, GATX Stock Fund, Equity Index Fund, Balanced
Fund, Equity Growth Fund, or in a combination of any of the funds in
multiples of 10% in each fund selected. On July 1, 1993 the Balanced Fund
and Equity Growth Fund were added as investment options. At that time the
Fixed Income Fund was frozen and at December 31, 1993 eliminated. Any
remaining assets in the Fixed Income Fund were transferred to the Assured
Income and Annuity Option Fund. Employees participating in the Plan had
invested in the available funds as follows (some having invested in more than
one fund):
<TABLE>
<CAPTION>
December 31
--------------
1994 1993
---- ----
<S> <C> <C>
Total employees participating 1,691 1,436
Assured Income and Annuity Option Fund 1,252 1,069
GATX Stock Fund 751 542
Equity Index Fund 682 500
Balanced Fund 397 288
Equity Growth Fund 599 404
</TABLE>
As a result of a previous acquisition by GATX, rollover contributions,
consisting of shares of common stock of Phillips Petroleum Company, were
received by the Plan in 1979. As of December 31, 1994, one employee is
participating in this Fund. Further contributions to the Fund are not
allowed.
GATX intends this Plan to be permanent but reserves the right at any time to
modify, amend, or terminate this Plan, including the right to suspend or
permanently discontinue employer contributions upon 30 days prior notice to
participants or to reduce (or increase but not to more than 50%) the rate of
such contributions without notice. For the years ended December 31, 1994,
1993 and 1992, GATX's contribution rate was 50%.
Should the Plan terminate at some future date, its net assets will be
available to provide participants their distributions in proportion to their
allocable share of the Plan assets at the date of such termination.
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<PAGE>
GATX CORPORATION SALARIED EMPLOYEES RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS--Continued
December 31, 1994
NOTE C--INVESTMENTS
<TABLE>
The cost of investments and number of shares or units held at December 31,
1994 and 1993 were as follows:
<CAPTION>
1994 1993
-------------------------- -----------------------------
SHARES/ SHARES/
UNITS COST UNITS COST
--------- --------- --------- -----------
<S> <C> <C> <C> <C>
GATX Corporation Common Stock Fund 687,584 $18,699,642 643,586 $16,113,254
Bankers Trust Pyramid GIC Fund - 21,309,967 - 17,421,990
Metropolitan Life Group Annuity
Contract Nos. 11796-5 and 12518 - 9,261,988 - 10,293,352
Harris Trust and Savings Bank Trust for
Collective Investment of Employee Benefit Accounts -
Equity Index Fund 8,004 6,835,816 7,463 6,096,304
Jennison Balanced Fund 1,500,879 2,507,403 1,162,534 1,923,398
Putnam Voyager Fund 308,563 3,540,393 235,106 2,681,513
Phillips Petroleum Company Common Stock 1,068 20,622 1,068 20,622
----------- -----------
$62,175,831 $54,550,433
=========== ===========
</TABLE>
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<PAGE>
GATX CORPORATION SALARIED EMPLOYEES RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS--Continued
December 31, 1994
NOTE C--INVESTMENTS--Continued
<TABLE>
The realized gain on sale of investments is the difference between the proceeds received and the
average cost of investments sold, including transaction costs, and was determined as follows:
<CAPTION>
1994 1993 1992
---------------------------------- ------------------------------ ------------------------------
AGGREGATE AGGREGATE AGGREGATE AGGREGATE AGGREGATE AGGREGATE
PROCEEDS COSTS GAIN PROCEEDS COSTS GAIN PROCEEDS COSTS GAIN
---------- ----------- --------- ---------- --------- -------- ---------- ---------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
GATX Corporation
Common Stock Fund $1,642,516 $ 630,619 $1,011,897 $1,675,391 $1,127,798 $547,593 $ 489,636 $419,979 $ 69,657
Harris Trust and Savings Bank
Trust for Collective Investment
of Employee Benefit Accounts:
Fixed Income Fund 3,176,117 2,897,963 278,154 378,500 363,847 14,653
Equity Index Fund 108,546 96,096 12,450 416,780 368,606 48,174 226,156 209,676 16,480
Jennison Balanced Fund 142,410 139,974 2,436 5,061 4,904 157
Putnam Voyager Fund 777,620 593,096 184,524 147,848 42,706 105,142
Phillips Petroleum Company Senior
Note Floating Rate Due 3/15/1997 2,598 2,584 14
Phillips Petroleum Company Senior
Note Floating Rate Due 3/15/2000 1,993 2,001 (8)
---------- ---------- ---------- ---------- ---------- -------- ---------- ------- --------
$2,671,092 $1,459,785 $1,211,307 $5,421,197 $4,441,977 $979,220 $1,098,883 $998,087 $100,796
========== ========== ========== ========== ========== ======== ========== ======== ========
</TABLE>
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<PAGE>
GATX CORPORATION SALARIED EMPLOYEES RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS--Continued
December 31, 1994
NOTE D--GATX COMMON STOCK
The balance in the GATX Stock Fund consisted of $22,894,021 of employer
matching assets and $7,833,692 of employee contributed assets at
December 31, 1994. As of December 31, 1993, these amounts were $19,659,385
and $7,147,587 respectively. The employer matching assets cannot be
transferred from the GATX Stock Fund to other funds.
NOTE E--FEDERAL INCOME TAX STATUS
The Internal Revenue Service has issued a favorable determination letter of
the Plan's status as a qualified profit sharing plan under Sections 401(a)
and 401(k) of the Internal Revenue Code (the Code). Therefore, it is not
subject to tax under present income tax laws. Amounts distributed from
the Plan are taxable to the participants or their beneficiaries as provided
by Section 402(a) of the Code. Under certain circumstances these
distributions may be treated, in part, as long-term capital gain or as
ordinary income subject to special income averaging. Distributions to a
participant prior to the attainment of age 59-1/2 generally are subject
to an additional 10% tax, unless such distributions are rolled over into a
similar plan of another employer, an individual retirement account, or are
made in the form of a deferred annuity contract.
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<PAGE>