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
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended Commission File Number
September 30, 1995 1-2328
GATX Corporation
Incorporated in the IRS Employer Identification No.
State of New York 36-1124040
500 West Monroe Street
Chicago, Illinois 60661-3676
(312) 621-6200
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
----- ------
Registrant had 20,090,733 shares of common stock outstanding as
of October 31, 1995.
<PAGE>
PART I -- FINANCIAL INFORMATION
<TABLE>
<CAPTION>
GATX CORPORATION AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS (UNAUDITED)
In Millions, Except Per Share Amounts
Three Months Ended Nine Months Ended
September 30 September 30
1995 1994 1995 1994
------ ------ ------ ------
<S> <C> <C> <C> <C>
Gross income $311.7 $298.9 $914.1 $844.0
Costs and expenses
Operating expenses 158.6 149.8 447.3 424.1
Interest 43.6 38.7 126.4 109.5
Provision for depreciation and
amortization. 42.3 42.4 125.6 120.9
Provision for possible losses 3.2 5.2 12.5 15.3
Selling, general and administrative 35.4 31.7 102.8 91.3
------ ------ ------ ------
283.1 267.8 814.6 761.1
Income before income taxes and
equity in net earnings of affiliated
companies 28.6 31.1 99.5 82.9
Income taxes 12.2 12.2 41.8 33.2
------ ------ ------ ------
Income before equity in net earnings
of affiliated companies 16.4 18.9 57.7 49.7
Equity in net earnings of affiliated
companies 10.1 6.4 24.4 16.7
------ ------ ------ ------
Net income $ 26.5 $ 25.3 $ 82.1 $ 66.4
====== ====== ====== ======
Per common share:
Net income $ 1.13 $ 1.09 $ 3.55 $ 2.80
Net income, assuming full dilution 1.08 1.04 3.36 2.75
Dividends declared .40 .375 1.20 1.125
<FN>
Note - The consolidated balance sheet at December 31, 1994 has been derived from
the audited financial statements at that date. All other consolidated financial
statements are unaudited but 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 the respective
periods. Operating results for the nine months ended September 30, 1995 are not
necessarily indicative of the results that may be achieved for the entire year
ending December 31, 1995.
</FN>
</TABLE>
-1-
<PAGE>
GATX CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEETS
In Millions
ASSETS
September 30 December 31
1995 1994
(Unaudited)
------------ -----------
<S> <C>
Cash and cash equivalents $ 22.1 $ 27.3
Receivables
Trade accounts 108.2 101.6
Finance leases 530.8 533.4
Secured loans 231.4 231.2
Less - Allowance for possible
losses (102.6) (89.6)
--------- ----------
776.6 767.6
Property, plant and equipment
Railcars and support facilities 1,895.6 1,857.4
Tank storage terminals and pipelines 1,222.0 1,171.8
Great Lakes vessels 204.1 203.4
Operating lease investments and other 450.1 412.3
--------- ----------
3,771.8 3,644.9
Less - Allowances for depreciation (1,513.5) (1,452.6)
--------- ---------
2,258.3 2,192.3
Investments in affiliated companies 403.5 365.3
Other assets 311.4 289.2
----------- -----------
TOTAL ASSETS $ 3,763.1 $ 3,650.7
========== ==========
</TABLE>
-2-
<TABLE>
<CAPTION>
LIABILITIES, DEFERRED ITEMS AND SHAREHOLDERS' EQUITY
September 30 December 31
1995 1994
(Unaudited)
------------ -----------
<S> <C> <C>
Accounts payable $ 207.4 $ 269.5
Accrued expenses 58.5 49.6
Debt
Short-term debt 312.0 268.2
Long-term debt 1,631.0 1,549.7
Capital lease obligations 242.4 255.4
---------- ----------
2,185.4 2,073.3
Deferred income taxes 262.9 257.5
Other deferred items 336.7 338.4
---------- ----------
Total liabilities and deferred items 3,050.9 2,988.3
Shareholders' equity
Preferred Stock 3.4 3.4
Common Stock 14.3 14.2
Additional capital 324.4 318.1
Reinvested earnings 401.7 353.5
Cumulative foreign currency
translation adjustment 15.5 20.3
---------- ----------
759.3 709.5
Less - Cost of common shares in treasury (47.1) (47.1)
---------- ---------
Total shareholders' equity 712.2 662.4
TOTAL LIABILITIES, DEFERRED ITEMS
AND SHAREHOLDERS' EQUITY $ 3,763.1 $ 3,650.7
========= =========
</TABLE>
-3-
<PAGE>
GATX CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)
In Millions
Three Months Ended Nine Months Ended
September 30 September 30
1995 1994 1995 1994
------- -------- ------- --------
<S> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net income $ 26.5 $ 25.3 $ 82.1 $ 66.4
Adjustments to reconcile net income
to net cash provided by operating activities:
Realized gain on disposition of leased
equipment (5.5) (4.3) (31.4) (12.4)
Provision for depreciation and amortization 42.3 42.4 125.6 120.9
Provision for possible losses 3.2 5.2 12.5 15.3
Deferred income taxes 3.6 5.4 10.4 7.9
Net change in trade receivables, inventories,
accounts payable and accrued expenses 1.9 (6.1) (59.7) 38.4
Other (10.5) (6.7) (30.5) (64.1)
-------- ------- -------- -------
NET CASH PROVIDED BY OPERATING ACTIVITIES 61.5 61.2 109.0 172.4
INVESTING ACTIVITIES
Additions to property, plant and equipment (183.8) (111.1) (404.0) (277.7)
Additions to equipment on lease,
net of nonrecourse financing (55.6) (23.5) (179.6) (129.0)
Secured loans extended (12.6) (9.6) (58.2) (55.3)
Investments in affiliated companies (32.1) (.3) (38.3) (1.1)
Progress payments and other (8.3) - (20.1) (1.0)
-------- ------- -------- ------
Capital additions (292.4) (144.5) (700.2) (464.1)
Portfolio proceeds:
From disposition of leased equipment 10.5 17.5 123.3 42.6
From return of investment 22.6 54.4 103.0 99.9
--------- ------- -------- --------
Total portfolio proceeds 33.1 71.9 226.3 142.5
Proceeds from other asset dispositions 251.5 131.4 269.4 146.1
--------- ------- -------- --------
NET CASH (USED IN) PROVIDED BY
INVESTING ACTIVITIES (7.8) 58.8 (204.5) (175.5)
FINANCING ACTIVITIES
Proceeds from issuance of long-term debt .3 25.0 203.9 139.2
Repayment of long-term debt (36.7) (13.8) (115.6) (93.6)
Net (decrease) increase in short-term debt (19.6) (104.1) 43.8 3.5
Repayment of capital lease obligations (4.9) (5.0) (12.9) (11.0)
Issuance of Common Stock under employee
benefit programs 2.8 .1 5.1 3.9
Cash dividends (11.4) (10.8) (34.0) (32.3)
--------- ------- -------- ------
NET CASH (USED IN) PROVIDED BY
FINANCING ACTIVITIES (69.5) (108.6) 90.3 9.7
--------- ------- -------- ------
NET (DECREASE) INCREASE IN CASH
AND CASH EQUIVALENTS $(15.8) $ 11.4 $ (5.2) $ 6.6
========= ======= ======== =======
</TABLE>
-4-
<PAGE>
MANAGEMENT'S DISCUSSION OF OPERATIONS
COMPARISON OF FIRST NINE MONTHS OF 1995
TO FIRST NINE MONTHS OF 1994
GENERAL
GATX Corporation's net income for the first nine months of 1995 was $82
million or $3.55 per common share compared to net income of $66 million
or $2.80 per common share for the first nine months of 1994. On a
fully diluted basis, earnings per share were $3.36 compared to fully
diluted earnings of $2.75 per share for the 1994 period.
Gross income increased 8% while net income increased 24% as a result of
strong performance at GATX's largest subsidiaries. GATX's railcar
leasing and management subsidiary (Transportation) continued to operate
at high utilization rates while adding significant numbers of railcars
to its fleet. GATX's terminal and pipeline subsidiary (Terminals)
reported strong pipeline results, incremental contributions from
recently acquired terminals and increased income from international
joint ventures; these operating improvements were offset by increased
expenses on infrastructure upgrades and by a decline in overall
petroleum inventory levels. At Financial Services, higher gains, fees
and joint venture income related to the remarketing of assets
contributed to the increase.
Operating activities provided $109 million of cash flow during the first
nine months of 1995, a $63 million decrease from the first nine months
of 1994. Net income adjusted for non-cash items generated $199 million,
up $1 million from the first nine months of 1994. The $19 million
increase in realized gains on disposition of leased equipment
effectively decreased cash from operating activities as the full amount
of proceeds was included under investing activities as portfolio
proceeds. Changes in working capital and other generated $65 million
less cash in 1995 largely due to a $48 million refund of a deposit in
the first quarter of 1995 as the result of a lessee's exercise of its
option to return four DC-10 aircraft.
Proceeds of $226 million were generated from the portfolio compared to
$143 million in the first nine months of 1994. Proceeds from the
disposition of leased equipment of $123 million, primarily from the sale
of aircraft and rail equipment, were $81 million more than the prior
year. Proceeds of $103 million from the recovery of investment
increased slightly over the 1994 period. Net cash proceeds from other
asset dispositions in both 1995 and 1994 primarily consisted of the
proceeds received from the sale leaseback of railcars at Transportation.
Capital additions in the first nine months of 1995 totaled $700 million
compared to $464 million in the comparable 1994 period. Transportation
invested $307 million in the railcar fleet compared to $179 million in
1994; approximately $12 million was expended on the upgrade to the
repair facilities each year. Terminals' capital spending of $104
million increased $24 million from the comparable period of 1994 which
is primarily the result of the acquisition of an interest in a pipeline
in the Northwest and the expansion of an existing pipeline in Central
Florida. Portfolio additions at Financial Services of $271 million were
$86 million higher than for the first nine months of 1994. Full year
1995 capital spending is forecasted to exceed $900 million, although a
portion of the 1995 expenditures may not be effected depending on market
conditions. It is anticipated that capital expenditures will be funded
by both internally generated funds and GATX's available financing
sources.
-5-
<PAGE>
GATX had available unused committed lines of credit totaling $251
million at September 30, 1995. General American Transportation
Corporation (GATC) has a $650 million shelf registration for pass
through trust certificates and debt securities, under which $275 million
of notes and $270 million of pass through trust certificates have been
issued. During the quarter, GATC completed two sale leasebacks of GATC
railcars totaling $250 million, $177 million of which was the debt
portion. GATX Capital has a $300 million shelf registration, under
which $135 million of medium-term notes have been issued. Neither GATC
nor GATX Capital issued any medium-term notes during the quarter.
RESULTS OF OPERATIONS
Following is a discussion of the operating results of GATX's business
segments:
<TABLE>
RAILCAR LEASING AND MANAGEMENT (TRANSPORTATION)
- ------------------------------------------------------------------------
Nine Months Ended
(In Millions) September 30
-------------------
1995 1994 Change
------ ------ ------------------
<S> <C> <C> <C> <C>
Gross Income $266.4 $238.8 $ 27.6 12%
Net Income $ 46.5 $ 40.7 $ 5.8 14%
- -----------------------------------------------------------------------
</TABLE>
Transportation's gross income increased 12% from the comparable prior
year period due to 6,400 additional railcars on lease as a result of the
high level of railcar additions and increased utilization. In addition,
lease rates were slightly higher. At quarter end, 60,900 railcars were
on lease compared to 54,500 railcars a year ago. Domestic fleet
utilization at September 30, 1995 was 95% compared to 93% a year ago.
Net income increased 14% from the first nine months of 1994 reflecting
the higher revenues. In addition, higher income was generated from
invested funds and a gain was recorded on the sale of a parcel of land
in Mexico. Operating margins increased slightly as the growth in
revenues exceeded the increase in fleet repair costs. Fleet repair
costs increased 10% due to the increased fleet size and increased number
of cars repaired, primarily at Transportation's service centers.
Ownership costs, consisting of rental expense, depreciation and
interest, increased 21% due to the increased fleet size and higher
interest rates. SG&A increased 18% primarily as a result of increased
compensation costs and expenses related to new operations in Mexico.
<TABLE>
<CAPTION>
TERMINALS AND PIPELINES
- ------------------------------------------------------------------------
Nine Months Ended
(In Millions) September 30
------------------
1995 1994 Change
------ ------ -------------------
<S> <C> <C> <C> <C>
Gross Income $237.1 $220.3 $ 16.8 8%
Net Income $ 24.9 $ 23.3 $ 1.6 7%
- ------------------------------------------------------------------------
</TABLE>
-6-
<PAGE>
Terminals' gross income increased 8% from the first nine months of 1994
reflecting incremental revenues from newly-acquired terminals and strong
petroleum activity in the first half of 1995, especially in the Los
Angeles market. Higher revenues at Terminals' two domestic pipelines
were offset by the absence of revenues at the Wyco pipeline following
its sale early this year. Capacity utilization at Terminals' wholly-
owned facilities was 87% at the end of the third quarter compared to 94%
a year ago, reflecting the effects of lower industry-wide petroleum
inventory levels and tanks out of service for repairs and upgrades.
Throughput for the nine months was 484 million barrels compared to 513
million barrels a year ago. The additional throughput at newly-acquired
terminals was offset by the absence of throughput at Wyco; lower overall
throughput reflects the mild winter, lower blending activity, refinery
turnarounds, tanks out of service, and contract terminations with a
large customer.
Net income of $25 million increased 7% from the first nine months of
1994. Higher revenues were partially offset by additional operating
expenses incurred due to improvements in information systems, asset
upgrades and personnel training. Interest expense grew from financing
recent acquisitions. Operating margins were slightly higher than last
year. Earnings at the foreign affiliates of $11 million increased $2
million due to strong demand at the Spanish and Singapore terminals.
<TABLE>
<CAPTION>
FINANCIAL SERVICES
- ------------------------------------------------------------------------
Nine Months Ended
(In Millions) September 30
-------------------
1995 1994 Change
------ ------ -------------------
<S> <C> <C> <C> <C>
Gross Income $163.2 $150.5 $ 12.7 8%
Net Income $ 29.2 $ 18.1 $ 11.1 61%
- ------------------------------------------------------------------------
</TABLE>
Financial Services' year-to-date gross income increased $13 million from
the first nine months of 1994. The increase was principally due to
higher disposition gains and fee income, both largely from the
remarketing of rail equipment from the company's owned and managed
portfolios, partially offset by lower lease and interest income. Pretax
disposition gains were $29 million for the first nine months of 1995
compared to $11 million for the comparable 1994 period. Gains from the
sale of assets do not fall evenly period to period and are not projected
in the fourth quarter to be at the levels seen earlier this year.
Net income of $29 million increased $11 million from the comparable 1994
period due to the increased revenues, partially offset by increased
interest and SG&A expenses. The year-to-date loss provision of $12
million was $3 million lower than the 1994 year-to-date provision. The
loss reserve at September 30, 1995 was $95 million, or 6.5% of total
portfolio investments. SG&A increased as result of higher compensation
and benefits expense and additional information systems costs. Equity
in net earnings of affiliated companies increased $5 million primarily
due to improved earnings at an international aircraft joint venture and
proceeds from the sale of a real estate investment.
-7-
<PAGE>
<TABLE>
<CAPTION>
GREAT LAKES SHIPPING
- ------------------------------------------------------------------------
Nine Months Ended
(In Millions) September 30
-------------------
1995 1994 Change
------ ------ -------------------
<S> <C> <C> <C> <C>
Gross Income $ 57.4 $ 54.2 $ 3.2 6%
Net Income $ 5.5 $ 3.6 $ 1.9 53%
- ------------------------------------------------------------------------
</TABLE>
American Steamship Company's gross income for the first nine months of
1995 increased $3 million from the prior year period as severe spring
weather conditions delayed the start of the 1994 shipping season.
Tonnage carried in the first nine months of 1995 was 17.4 million tons
compared to 17.2 million tons in the first nine months of 1994. In
addition, freight revenue per ton increased slightly.
Net income increased $2 million from the first nine months of 1994 as a
result of the higher gross income and an increased contribution margin
due to efficient vessel operations and cost controls.
<TABLE>
<CAPTION>
LOGISTICS AND WAREHOUSING
- ------------------------------------------------------------------------
Nine Months Ended
(In Millions) September 30
-----------------
1995 1994 Change
------ ------ -------------------
<S> <C> <C> <C> <C>
Gross Income $190.6 $182.8 $ 7.8 4%
Net Income $ .1 $ (.9) $ 1.0 NM
- ------------------------------------------------------------------------
</TABLE>
GATX Logistics' gross income increased 4% from the first nine months of
1994 due to new customers, higher volumes from existing customers, and
some rate increases.
Net income of $.1 million was $1 million higher than the 1994 comparable
period due to improved margins and lower amortized costs, partially
offset by higher SG&A costs related to increased headcount and
associated costs. Margins improved due to new business, price
increases, volume levels and reduced empty space cost in public
warehousing.
-8-
<PAGE>
COMPARISON OF THIRD QUARTER 1995 TO
THIRD QUARTER 1994
GENERAL
For the third quarter 1995, net income was $26 million or $1.13 per
share as compared to net income of $25 million or $1.09 per share for
the third quarter of 1994.
<TABLE>
<CAPTION>
GROSS INCOME
- -----------------------------------------------------------------------
(In Millions) Three Months Ended
September 30
Business Segment 1995 1994 Change
- -------------------------- ------ ------ -----------------
<S> <C> <C> <C> <C>
Railcar Leasing and
Management $ 90.8 $ 80.8 $ 10.0 12%
Terminals and Pipelines 77.7 76.4 1.3 2
Financial Services 48.2 52.4 (4.2) (8)
Great Lakes Shipping 29.2 28.7 .5 2
Logistics and Warehousing 66.4 61.6 4.8 8
- ----------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
NET INCOME (LOSS)
- ----------------------------------------------------------------------
(In Millions) Three Months Ended
September 30
Business Segment 1995 1994 Change
- ------------------------ ------ ----- ----------------
<S> <C> <C> <C> <C>
Railcar Leasing and
Management $15.6 $14.0 $ 1.6 11%
Terminals and Pipelines 8.2 8.2 - -
Financial Services 7.6 6.6 1.0 15
Great Lakes Shipping 2.9 2.1 .8 38
Logistics and Warehousing .2 (.1) .3 NM
- ----------------------------------------------------------------------
</TABLE>
Increases and decreases in gross income and net income between these
quarters for all segments were principally due to the same reasons as
discussed previously in relation to the nine-month periods.
-9-
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
GATX previously reported a decision in the matter of General American
Transportation Corporation v. Cryo-Trans, Incorporated, permanently
enjoining GATC from infringement of a patent in the construction and use
of GATC's Arcticar [TM] cryogenically cooled railcar, and entering a
judgment against GATC in the amount of $9.7 million. The judgment has
been reduced to approximately $9 million and GATC has filed an appeal of
the decision with the Federal Circuit Court of Appeals. Any additional
costs which may result from the injunction are not considered to be
material.
The provisional settlement previously reported with respect to the
claims against GATC arising out of the July 1991 derailment near
Dunsmuir, California, has been concluded.
Terminals has entered into an agreement with the United States
Environmental Protection Agency to pay $150,000 in civil penalties for
its alleged failure to comply with state and federal statutes related to
hazardous waste management associated with two rainwater collection
ponds at its Taft, Florida, terminal.
GATX has previously reported that in Searls vs. Glasser, et al, a class
action suit filed against GATX and five of its senior officers, the
decision of the District Court granting a motion for summary judgment in
favor of GATX and such officers was appealed. In August, the U.S. Court
of Appeals for the 7th Circuit affirmed the decision of the District
Court. The plaintiffs have filed with the Court of Appeals a Petition
for Rehearing In Banc. There has been no decision by the Court of
Appeals with respect to such Petition.
-10-
<PAGE>
Item 6. Exhibits and Reports on Form 8-K Page
(a) 11A Statement regarding computation of per share earnings 13
11B Statement regarding computation of per share earnings 14
(full dilution)
27 Financial Data Schedule for GATX Corporation for the
quarter ended September 30, 1995. Submitted to the
SEC along with the electronic submission of this
Quarterly Report on Form 10-Q
(b) No reports on Form 8-K were filed during the reporting
period.
-11-
<PAGE>
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 CORPORATION
(Registrant)
/s/David M. Edwards
------------------------
David M. Edwards
Vice President, Finance
and Chief Financial
Officer
(Duly Authorized Officer)
Date: November 10, 1995
-12-
<PAGE>
Exhibit 11A
GATX CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
COMPUTATION OF NET INCOME PER SHARE OF COMMON STOCK
AND COMMON STOCK EQUIVALENTS
In Millions, Except Per Share Amounts
Three Months Ended Nine Months Ended
September 30 September 30
1995 1994 1995 1994
------ ------ ----- ----
<S> <C> <C> <C> <C>
Average number of shares of
Common Stock outstanding 20.1 19.9 20.0 19.8
Shares issuable upon assumed exercise
of stock options, reduced by the number
of shares which could have been
purchased with the proceeds from
exercise of such options .4 .3 .3 .3
Total 20.5 20.2 20.3 20.1
====== ====== ===== ======
Net income $ 26.5 $ 25.3 $ 62.1 $ 66.4
Deduct - Dividends paid and accrued on
Preferred Stock 3.3 3.3 9.9 10.0
------ ------ ----- ------
Net income, as adjusted $ 23.2 $ 22.0 $ 72.2 $ 56.4
====== ====== ====== ======
Net income per share $ 1.13 $ 1.09 $ 3.55 $ 2.80
====== ====== ====== ======
</TABLE>
-13-
<PAGE>
Exhibit 11B
GATX CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
COMPUTATION OF NET INCOME PER SHARE OF COMMON STOCK
AND COMMON STOCK EQUIVALENTS
ASSUMING FULL DILUTION
In Millions, Except Per Share Amounts
Three Months Ended Nine Months Ended
September 30 September 30
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Average number of shares used to
compute primary earnings per share 20.5 20.2 20.3 20.1
Common Stock issuable upon assumed
conversion of Preferred Stock 4.0 4.0 4.1 4.1
----- ----- ----- -----
Total 24.5 24.2 24.4 24.2
====== ====== ===== ======
Net income as adjusted per primary
computation $ 23.2 $ 22.0 $ 72.2 $ 56.4
Add - Dividends paid and accrued on
Preferred Stock 3.3 3.3 9.9 10.0
------ ------ ------ ------
Net income, as adjusted $ 26.5 $ 25.3 $ 82.1 $ 66.4
====== ======= ====== =======
Net income per share, assuming full
dilution $ 1.08 $ 1.04 $ 3.36 $ 2.75
====== ====== ====== ======
</TABLE>
-14-
<PAGE>
Exhibit 11A
GATX CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
COMPUTATION OF NET INCOME PER SHARE OF COMMON STOCK
AND COMMON STOCK EQUIVALENTS
In Millions, Except Per Share Amounts
Three Months Ended Nine Months Ended
September 30 September 30
1995 1994 1995 1994
------ ------ ----- ----
<S> <C> <C> <C> <C>
Average number of shares of
Common Stock outstanding 20.1 19.9 20.0 19.8
Shares issuable upon assumed exercise
of stock options, reduced by the number
of shares which could have been
purchased with the proceeds from
exercise of such options .4 .3 .3 .3
------ ----- ------ ------
Total 20.5 20.2 20.3 20.1
====== ====== ===== ======
Net income $ 26.5 $ 25.3 $ 62.1 $ 66.4
Deduct - Dividends paid and accrued on
Preferred Stock 3.3 3.3 9.9 10.0
------ ------ ----- ------
Net income, as adjusted $ 23.2 $ 22.0 $ 72.2 $ 56.4
====== ====== ===== ======
Net income per share $ 1.13 $ 1.09 $ 3.55 $ 2.80
====== ====== ===== ======
</TABLE>
-13-
<PAGE>
Exhibit 11B
GATX CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
COMPUTATION OF NET INCOME PER SHARE OF COMMON STOCK
AND COMMON STOCK EQUIVALENTS
ASSUMING FULL DILUTION
In Millions, Except Per Share Amounts
Three Months Ended Nine Months Ended
September 30 September 30
1995 1994 1995 1994
---- ---- ----- ----
<S> <C> <C> <C> <C>
Average number of shares used to
compute primary earnings per share 20.5 20.2 20.3 20.1
Common Stock issuable upon assumed
conversion of Preferred Stock 4.0 4.0 4.1 4.1
----- ----- ----- -----
Total 24.5 24.2 24.4 24.2
====== ====== ===== ======
Net income as adjusted per primary
computation $ 23.2 $ 22.0 $ 72.2 $ 56.4
Add - Dividends paid and accrued on
Preferred Stock 3.3 3.3 9.9 10.0
------ ------ ------ ------
Net income, as adjusted $ 26.5 $ 25.3 $ 82.1 $ 66.4
====== ======= ====== =======
Net income per share, assuming full
dilution $ 1.08 $ 1.04 $ 3.36 $ 2.75
====== ====== ====== ======
</TABLE>
-14-
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Balance Sheet and Consolidated Income Statement and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<CASH> 22
<SECURITIES> 0
<RECEIVABLES> 870
<ALLOWANCES> 103
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 3772
<DEPRECIATION> 1514
<TOTAL-ASSETS> 3763
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 1873<F2>
<COMMON> 14
0
3
<OTHER-SE> 695
<TOTAL-LIABILITY-AND-EQUITY> 3763
<SALES> 0
<TOTAL-REVENUES> 914
<CGS> 0
<TOTAL-COSTS> 447<F3>
<OTHER-EXPENSES> 126<F4>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 126
<INCOME-PRETAX> 99<F5>
<INCOME-TAX> 42
<INCOME-CONTINUING> 82
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 82
<EPS-PRIMARY> 3.55
<EPS-DILUTED> 3.36
<FN>
<F1> Not applicable because GATX has an unclassified balance sheet.
<F2> This value consists of two components: Long-term debt of 1,631 million
and Capital Lease Obligations of 242 million. Short-term debt is not
included in this value.
<F3> This value represents Operating Expenses on the Consolidated Income
Statement.
<F4> This value consists of the Provision for Dpereciation and Amortization
on the Consolidated Income Statement.
<F5> This value represents Income Before Income Taxes and Equity in Net
Earnings of Affiliated companies.
</FN>
</TABLE>
