GATX CORP
10-Q, 1996-05-14
TRANSPORTATION SERVICES
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- --------------------------------------------------------------------------------


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                                       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
                 March 31, 1996                                 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  20,150,573  shares of common stock  outstanding  as of
April 30, 1996.



- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------



<PAGE>


<TABLE>
<CAPTION>


                                          PART I--FINANCIAL INFORMATION

                                        GATX CORPORATION AND SUBSIDIARIES


                                   CONSOLIDATED INCOME STATEMENTS (UNAUDITED)

                                      In Millions, Except Per Share Amounts

                                                             Three Months Ended
                                                                 March 31
                                                           ------------------
                                                             1996         1995
                                                           --------     ------
<S>                                                      <C>           <C>
Gross income.............................................$ 303.6       $ 290.8

Costs and expenses
    Operating expenses...................................  150.0         139.8
    Interest.............................................   43.9          38.8
    Provision for depreciation and amortization.......      44.5          40.7
    Provision for possible losses........................    3.0           6.2
    Selling, general and administrative..................   31.9          31.4
                                                          --------     ---------
                                                           273.3         256.9
                                                          -------      --------
Income before income taxes and equity in
    net earnings of affiliated companies.................   30.3          33.9

Income taxes.............................................   12.1          15.1
                                                          --------     --------

Income before equity in net earnings of affiliated
    companies.........................................      18.2          18.8

Equity in net earnings of affiliated companies........       6.5           6.9
                                                          ---------    --------

Net income...........................................    $  24.7       $  25.7
                                                         ========       =======

Per common share:
    Net income...........................................$   1.05      $  1.11
    Net income, assuming full dilution...................    1.01         1.06
    Dividends declared...................................     .43          .40
<FN>

Note - The consolidated balance sheet at December 31, 1995 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 three  months  ended March 31, 1996 are not
necessarily  indicative  of the results that may be achieved for the entire year
ending December 31, 1996. Certain amounts in the 1995 financial  statements have
been reclassified to conform to the 1996 presentation.
</FN>
</TABLE>
                                          -1-

<PAGE>

<TABLE>
<CAPTION>


                                         GATX CORPORATION AND SUBSIDIARIES


                                            CONSOLIDATED BALANCE SHEETS

                                                    In Millions


ASSETS

                                                       March 31      December 31
                                                           1996         1995
                                                     (Unaudited)
<S>                                                   <C>            <C>
Cash and cash equivalents...........................  $    31.4      $     34.8

Receivables
    Trade accounts..................................      100.6           115.4
    Finance leases..................................      672.6           673.8
    Secured loans...................................      244.5           239.9
    Less - Allowance for possible losses..........       (111.3)         (100.0)
                                                      -----------       --------
                                                          906.4           929.1


Property, plant and equipment
    Railcars and support facilities..................   2,022.6         1,945.1
    Tank storage terminals and pipelines..........      1,277.8         1,242.3
    Great Lakes vessels.............................      204.2           204.1
    Operating lease investments and other ........        505.9           510.7
                                                      ----------       ---------
                                                        4,010.5         3,902.2

    Less - Allowance for depreciation.............     (1,556.8)       (1,533.1)
                                                       --------       ---------
                                                        2,453.7         2,369.1

Investments in affiliated companies.................      433.6           408.7


Other assets........................................      341.0           301.2
                                                      ----------     ----------


TOTAL ASSETS                                          $ 4,166.1      $  4,042.9
                                                      =========      ==========
</TABLE>



                                    -2-


<PAGE>


<TABLE>
<CAPTION>



LIABILITIES, DEFERRED ITEMS AND SHAREHOLDERS' EQUITY

                                                         March 31            December 31
                                                             1996                   1995
                                                       (Unaudited)
<S>                                                      <C>                   <C>
Accounts payable.........................................$   202.3             $   233.3

Accrued expenses.........................................     57.9                  48.2

Debt
    Short-term debt......................................    384.6                 330.2
    Long-term debt.......................................  1,926.0               1,850.9
    Capital lease obligations............................    236.0                 241.6
                                                         ----------            ----------
                                                           2,546.6               2,422.7

Deferred income taxes....................................    272.3                 264.8

Other deferred items.....................................    350.1                 356.1
                                                         ----------            ----------

         Total liabilities and deferred items              3,429.2               3,325.1

Shareholders' equity
    Preferred Stock...................................         3.4                   3.4
    Common Stock.......................................       14.3                  14.3
    Additional capital..................................     326.5                 324.8
    Reinvested earnings.................................     421.8                 409.0
    Cumulative unrealized equity adjustments........          18.0                  13.4
                                                         -----------           -----------
                                                             784.0                 764.9
    Less - Cost of common shares in treasury   .....         (47.1)                (47.1)
                                                         -----------           -----------


         Total shareholders' equity                          736.9                 717.8
                                                         ----------            ----------

TOTAL LIABILITIES, DEFERRED ITEMS
 AND SHAREHOLDERS' EQUITY                                $ 4,166.1             $ 4,042.9
                                                          ========              ========
</TABLE>


                                                        -3-


<PAGE>

<TABLE>
<CAPTION>



                                             GATX CORPORATION AND SUBSIDIARIES


                                     STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)

                                                        In Millions

                                                                                             Three Months Ended
                                                                                                     March 31
                                                                                           -------------------------
                                                                                             1996               1995
                                                                                           --------           ------
OPERATING ACTIVITIES
<S>                                                                                       <C>                <C>                 
Net income                                                                                $  24.7            $  25.7
Adjustments to reconcile net income to net cash
   provided by (used in) operating activities:
      Realized gain on disposition of leased equipment                                       (7.2)             (11.3)
      Provision for depreciation and amortization                                            44.5               40.7
      Provision for possible losses                                                           3.0                6.2
      Deferred income taxes                                                                   3.6                4.6
Net change in trade receivables, inventories,
   accounts payable and accrued expenses                                                     (2.6)             (64.0)
Other                                                                                       (15.9)             (23.2)
                                                                                          --------           --------
   NET CASH PROVIDED BY (USED IN)
      OPERATING ACTIVITIES                                                                   50.1              (21.3)

INVESTING ACTIVITIES
Additions to property, plant and equipment                                                 (119.6)            (120.0)
Additions to equipment on lease, net of nonrecourse financing                               (72.4)             (41.2)
Secured loans extended                                                                      (19.3)              (4.5)
Investments in affiliated companies                                                         (16.3)              (2.0)
Progress payments and other                                                                 (22.3)                 -
                                                                                          ---------          --------
   Capital additions and portfolio investments                                             (249.9)            (167.7)
Portfolio proceeds:
   From disposition of leased equipment                                                      24.8               69.5
   From return of investment                                                                 52.0               30.0
                                                                                          --------            -------
      Total portfolio proceeds                                                               76.8               99.5
Proceeds from other asset dispositions                                                         .9               14.4
                                                                                          ----------          -------
   NET CASH USED IN INVESTING ACTIVITIES                                                   (172.2)             (53.8)

FINANCING ACTIVITIES
Proceeds from issuance of long-term debt                                                    200.4               50.0
Repayment of long-term debt                                                                (125.5)            ( 56.9)
Net increase in short-term debt                                                              61.2               81.6
Repayment of capital lease obligations                                                       (6.0)              (6.0)
Issuance of common stock under employee benefit programs                                       .6                1.2
Cash dividends                                                                              (12.0)             (11.3)
                                                                                          --------           --------
   NET CASH PROVIDED BY FINANCING ACTIVITIES                                                118.7               58.6
                                                                                          -------            ---------

NET DECREASE IN CASH AND CASH EQUIVALENTS                                                 $ ( 3.4)           $ (16.5)
                                                                                          ========           ========
</TABLE>
                                       -4-

<PAGE>
                         MANAGEMENT'S DISCUSSION OF OPERATIONS

                        COMPARISON OF FIRST THREE MONTHS OF 1996
                               TO FIRST THREE MONTHS OF 1995
GENERAL

GATX Corporation's net income for the first quarter of 1996 was $24.7 million or
$1.05 per common  share  compared  to net  income of $25.7  million or $1.11 per
common share for the first quarter of 1995. On a fully diluted  basis,  earnings
per share in the 1996 first  quarter were $1.01  compared to $1.06 per share for
the 1995 first quarter.

First quarter gross income  increased 4% primarily as a result of the additional
number of railcars on lease at GATX's railcar leasing and management  subsidiary
and increased volume at GATX's logistics and warehousing  subsidiary,  partially
offset by lower  revenue at its terminals  and pipeline  subsidiary.  Net income
decreased 4% primarily  reflecting  utilization and pricing pressures at certain
of the terminal  locations,  partially offset by lower corporate  expense due to
the  reversal of a $2.6  million  after-tax  litigation  reserve  following  the
successful defense of previously reported litigation against GATX.

Operating  activities  provided $50 million of cash,  an increase of $71 million
from the 1995 first quarter.  Net income  adjusted for non-cash items  generated
$69 million of cash, an increase of $3 million over the 1995 first quarter.  The
$4  million  decrease  in  realized  gains on  disposition  of leased  equipment
effectively  increased  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 $68 million more cash in 1996 largely due
to a $48 million refund of a deposit as the result of a lessee's exercise of its
option to return four DC-10 aircraft in the first quarter of 1995.

Proceeds of $77  million  were  generated  from the  portfolio  compared to $100
million in the first quarter of 1995. Proceeds from the sale of leased equipment
of $25  million  were $45  million  less than the prior year  quarter;  however,
proceeds  from  the  return  of  investment  increased  $22  million  due to the
increased lease runoff.

Capital  additions  and  portfolio  investments  for the  quarter  totaled  $250
million,  an  increase  of $82 million  from the 1995 first  quarter.  Portfolio
investments at Financial  Services of $129 million,  including marine equipment,
railroad  rolling stock and  locomotives,  and  technology  equipment,  were $81
million  more than the prior year.  Transportation  invested  $80 million in its
domestic  railcar fleet and  facilities  versus $87 million in last year's first
quarter; in addition, $3 million was invested in operations in Mexico and Europe
this quarter versus $10 million a year ago.  Terminals'  capital spending of $37
million,  including $20 million  attributable  to the Central  Florida  Pipeline
expansion  project,  exceeded the 1995 first  quarter by $16 million.  Full year
1996 capital  spending for GATX is forecasted to be  approximately  $500 million
compared to the $549 million expended in 1995;  further,  portfolio  investments
are  expected to be slightly  higher than the $388  million  expended in 1995. A
portion  of  these  1996  expenditures  may  not be  made  depending  on  market
conditions.   It  is  anticipated   that  capital   expenditures  and  portfolio
investments  will be  funded  by both  internally  generated  funds  and  GATX's
available external financing sources.

GATX had  available  unused  committed  lines of  credit  in the  amount of $277
million at March 31, 1996.  General American  Transportation  Corporation (GATC)
effected a $650 million shelf  registration for pass through trust  certificates
and debt  securities in December  1995;  $100 million of notes were issued under
this shelf in the first quarter of 1996.  GATX Capital  completed a $300 million
shelf  registration  for  medium-term  notes in January  1996;  no debt has been
issued under this shelf.  Under a previous shelf  registration for $300 million,
$278 million had been issued as of quarter end,  including $54 million issued in
the first quarter of 1996.
                                        -5-
<PAGE>
In January 1996, GATX adopted  Statement of Financial  Accounting  Standards No.
115,  "Accounting for Certain  Investments in Debt and Equity Securities," which
requires investments in marketable securities to be marked to market.  Financial
Services has warrants and some stock holdings in its venture leasing  portfolio.
The impact in the quarter was to  recognize  a $6 million  after-tax  unrealized
gain in  shareholders'  equity.  In accordance with the Statement,  prior period
financial  statements have not been restated to reflect the change in accounting
principle.

RESULTS OF OPERATIONS

Following is a discussion of the operating results of GATX's business segments:


RAILCAR LEASING AND MANAGEMENT (TRANSPORTATION)
- --------------------------------------------------------------------------------

                             Three Months Ended
(In Millions)                         March 31
                               1996            1995                 Change
                             --------        --------      --------------------

Gross Income                 $ 97.2          $ 85.5        $ 11.7          14%

Net Income                   $ 15.7          $ 14.8        $   .9           6%
- --------------------------------------------------------------------------------


Transportation's  gross income for the first quarter of 1996  increased 14% from
the comparable prior year period due to more than 5,000  additional  railcars on
lease  compared to a year ago and slightly  higher  lease  rates.  Approximately
62,900 railcars were on lease at quarter end, including 800 in Mexico,  compared
to 57,800 a year ago. Domestic fleet utilization at March 31, 1996, was 94.4% on
a fleet size of 65,800 compared to 94.6% on a fleet size of 61,200 a year ago.

Net income  increased 6% from the first quarter of 1995 as higher  revenues were
partially offset by increased fleet repair costs and ownership costs.  Operating
margins decreased slightly as the revenue growth rate was slightly less than the
rate of increase in operating expenses which included  additional  provisions to
the legal and insurance  reserves.  Fleet repair costs were 10% greater than the
1995  quarter  due to the  increased  fleet  size and lower  capitalized  costs.
Average  throughput  days  during  the  quarter  for  railcars  in  GATX  repair
facilities  decreased to 34, down from 47 days in the  comparable  1995 quarter,
reflecting  the  improved  productivity  at  Transportation's  upgraded  service
centers.  Ownership  costs,  consisting  of rental  expense,  depreciation,  and
interest, increased 20% due to the increased fleet size.


TERMINALS AND PIPELINES
- -------------------------------------------------------------------------------


                          Three Months Ended
(In Millions)                       March 31
                            1996            1995                  Change
                          --------        --------         ------------------

Gross Income              $ 72.8          $ 81.3           $ (8.5)        (10)%

Net Income                $  4.7          $  8.4           $ (3.7)        (44)%
- -----------------------------------------------------------------------------

                                     -6-
<PAGE>
Terminals' 1996 gross income  decreased 10% principally  attributable to overall
pricing pressures in the petroleum markets due to increased  competition,  lower
inventories,  and lower  refinery  margins.  The current  decrease in  inventory
levels  has  created  a  surplus  of  competitive  tankage  which  in  turn  has
substantially  weakened the petroleum bulk liquid storage  market.  Also,  tanks
were out of service on the West Coast and New York Harbor.  Pipeline  operations
and chemical storage markets remained strong.  Throughput of 168 million barrels
was 10% greater  than first  quarter  1995,  primarily as a result of the colder
winter  in  the  Northeast.  Capacity  utilization  at  Terminals'  wholly-owned
facilities  was 85%  compared  to 91% at the end of last year's  first  quarter.
Lower demand for petroleum tanks and tanks out of service for repair contributed
to the reduction from 1995.

Terminals'  net income  decreased  44% from  1995,  reflecting  weakness  in the
domestic  and  international  petroleum  markets.  Operating  margins  increased
slightly  principally due to strong pipeline results and reduced operating costs
as a result of both lower maintenance costs and insurance  recoveries.  Interest
expense increased $1 million over 1995 as total debt grew to finance the capital
additions.  Equity  in  net  earnings  of  affiliated  companies  of $3  million
decreased  $1 million  principally  due to lower  results at the  Singapore  and
Belgium terminals as a result of reduced petroleum activity, partially offset by
increased  earnings  at the Kobe,  Japan,  terminal  which  has been  completely
restored after last year's earthquake.


FINANCIAL SERVICES
- --------------------------------------------------------------------------------


                           Three Months Ended
(In Millions)                   March 31
                        1996            1995                  Change
                      --------        --------        -----------------

Gross Income          $ 61.8          $ 58.0          $ 3.8              7%

Net Income            $  9.2          $ 10.1          $ (.9)           (9)%
- --------------------------------------------------------------------------------


Revenues at Financial Services increased 7% from the prior year quarter as lease
income increased due to new lease volume and the acquisition of Sun Financial in
late 1995. Pretax disposition gains, which do not occur evenly period to period,
were $7 million  for the first  quarter of 1996  compared to $10 million for the
first  quarter of 1995.  Fee  income  decreased  $4 million as the 1995  quarter
included a large fee relating to the remarketing of rail equipment. Other income
increased $2 million as a result of real estate sales and venture  leasing stock
sales.

Net income decreased $1 million as a result of the lower  disposition  gains and
fee income and higher interest, SG&A and operating lease expenses. The provision
for possible losses of $3 million decreased $3 million from the prior year first
quarter.  The loss reserve at March 31, 1996,  was $104 million  compared to $92
million at December  31,  1995,  reflecting  the  provision  for the quarter and
recoveries.



                                       -7-



<PAGE>

GREAT LAKES SHIPPING
- -------------------------------------------------------------------------------


                           Three Months Ended
(In Millions)                        March 31
                             1996            1995                 Change
                           --------        --------         ------------------

Gross Income                $  1.3          $    1.5         $ (.2)      (13)%

Net Income                  $   .2          $     .6         $ (.4)      (66)%
- --------------------------------------------------------------------------------


American Steamship does not begin operations until late in the first quarter due
to ice on the Great Lakes. For this year's first quarter, American Steamship had
earnings of $.2 million  compared to earnings of $.6 million a year ago.  Severe
ice and weather conditions led to the postponement of the sailing dates for most
of American  Steamship's  vessels until late March which resulted in the decline
from last year's quarter.


LOGISTICS AND WAREHOUSING
- --------------------------------------------------------------------------------


                       Three Months Ended
(In Millions)                 March 31
                         1996            1995                    Change
                       --------        --------           -----------------

Gross Income           $ 70.2          $ 64.8              $ 5.4           8%

Net Income (Loss)      $   .3          $  (.3)             $  .6         200%
- --------------------------------------------------------------------------------


GATX  Logistics'  gross  income of $70 million  increased $5 million over a year
ago.  Stronger  volumes  with  existing  customers,  price  increases,  and  new
customers all contributed to the higher revenues.

Net  income  was $.3  million  compared  to a loss of $.3  million  in the first
quarter of 1995. Margins improved due to the increased volume,  price increases,
and reduced empty space cost in public warehousing.  Historically, Logistics has
recorded  a loss in the  first  quarter;  this was the  first  profitable  first
quarter since 1990.

                                      -8-

<PAGE>

                          PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

Other  than  as  previously  reported,  neither  the  registrant  nor any of its
subsidiaries  is currently a party to any  material  pending  legal  proceeding,
other than ordinary routine  litigation  incidental to the business,  and to the
belief of the registrant, no such proceeding is contemplated.


Item 4.  Submission of Matters to a Vote of Security Holders

(a)   GATX's Annual Meeting of Stockholders was held on April 26, 1996.

(b)  Matters voted upon at the meeting were:

                                            Number of Shares Voted
                                                  For          Withheld

 1.   Election of Directors

      Franklin A. Cole                      21,125,859             87,371
      James M. Denny                        21,133,764             79,466
      William C. Foote                      21,111,987            101,243
      Deborah M. Fretz                      21,109,734            103,496
      Richard A. Giesen                     21,107,703            105,527
      Miles L. Marsh                        21,134,403             78,827
      Charles Marshall                      21,126,158             87,072
      Michael E. Murphy                     21,134,384             78,846
      Ronald H. Zech                        21,131,515             81,715


  2.  Ratification of appointment of        21,146,111   For
        Ernst & Young LLP as independent        26,243   Against
        auditors for Fiscal 1996.               40,876   Abstentions

 There  were  no  broker  non-votes  with  respect  to the  election  of the
 directors or the appointment of independent auditors.



                                                            -9-



<PAGE>


Item 6.  Exhibits and Reports on Form 8-K.                                 Page


(a)  11A  Statement regarding computation of earnings per share.             11

     11B  Statement regarding computation of earnings per share
          (full dilution).                                                   12

     27   Financial Data Schedule for GATX Corporation for the quarter ended
          March 31,  1996.  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.




                                       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:  May 14, 1996



                                        -10-

<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
                                                                                          March 31
                                                                                 ------------------------
                                                                                   1996              1995
                                                                                 --------          ------

<S>                                                                               <C>              <C>
Average number of shares of common stock outstanding....................            20.1              19.9

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                .4
                                                                                  -------          -------

Total shares.............................................................           20.5              20.3
                                                                                  =======          =======


Net income...............................................................         $ 24.7           $  25.7

Deduct - Dividends paid and accrued on
    preferred stock......................................................            3.3               3.3
                                                                                  --------         -------

Net income, as adjusted..................................................         $ 21.4           $  22.4
                                                                                  ======           =======

Net income per share.....................................................         $ 1.05           $  1.11
                                                                                  ======           =======
</TABLE>



                                                            -11-

<PAGE>


<TABLE>
<CAPTION>
                                                                   Exhibit 11B

                                              GATX CORPORATION AND SUBSIDIARIES


                                     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
                                                                           March 31
                                                                  ---------------------------
                                                                       1996              1995
                                                                   --------          ---------
<S>                                                                   <C>              <C>                            
Average number of shares used to
     compute primary earnings per share............................     20.5              20.3

Common stock issuable upon assumed
     conversion of preferred stock.................................      4.0               4.0
                                                                     --------         --------

Total shares......................................................      24.5              24.3
                                                                     =======          ========


Net income, as adjusted per primary computation    .............      $ 21.4           $  22.4

Add - Dividends paid and accrued on preferred stock ............         3.3               3.3
                                                                     --------         --------

Net income, as adjusted.........................................      $ 24.7           $  25.7
                                                                     =======           =======

Net income per share, assuming full dilution.....................     $ 1.01           $  1.06
                                                                     =======           =======
</TABLE>


                                      -12-


<PAGE>
EXHIBIT INDEX

  Exhibits Filed with this document.                                     


  11A     Statement regarding computation of earnings per share.    

  11B     Statement regarding computation of earnings per share (full dilution).

  27      Financial Data Schedule for GATX Corporation for the quarter ended
          March 31,  1996.  Submitted  to the SEC along with the  electronic
          submission of this Quarterly Report on Form 10-Q.




                                                            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
                                                                                       March 31
                                                                            ---------------------------
                                                                             1996                 1995
                                                                            --------             ------

<S>                                                                         <C>                  <C>
Average number of shares of common stock outstanding  .............           20.1                  19.9

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                    .4
                                                                             ------             --------

Total shares........................................................          20.5                  20.3
                                                                             ======             ========


Net income.........................................................         $ 24.7               $  25.7

Deduct - Dividends paid and accrued on
    preferred stock................................................            3.3                   3.3
                                                                            -------              -------

Net income, as adjusted.............................................        $ 21.4               $  22.4
                                                                             ======              =======

Net income per share................................................        $ 1.05               $  1.11
                                                                             ======              =======
</TABLE>


                                              -11-





<TABLE>
<CAPTION>

                                                                  Exhibit 11B

                                         GATX CORPORATION AND SUBSIDIARIES


                                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
                                                                     March 31
                                                             ----------------------
                                                              1996             1995
                                                            --------         ------
<S>                                                          <C>            <C>
Average number of shares used to
  compute primary earnings per share......................     20.5            20.3

Common stock issuable upon assumed
  conversion of preferred stock...........................      4.0             4.0
                                                            --------          ------

Total shares............................................       24.5            24.3
                                                             =======         =======


Net income, as adjusted per primary computation .........    $ 21.4         $  22.4

Add - Dividends paid and accrued on preferred stock ......      3.3             3.3
                                                             -------        -------

Net income, as adjusted...................................   $ 24.7         $  25.7
                                                             ======         =======

Net income per share, assuming full dilution  ............   $ 1.01         $  1.06
                                                             ======         =======

</TABLE>


                                                         -12-


<TABLE> <S> <C>

<ARTICLE>                     5
<LEGEND>
     This schedule contains summary financial  information  extracted  from  the
     Consolidated Balance Sheet and Consolidated Income Statement of GATX and is
     qualified  in  its  entirety  by  reference  to  such financial statements.
</LEGEND>
<MULTIPLIER>                                   1,000,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              DEC-31-1996
<PERIOD-START>                                 JAN-01-1996
<PERIOD-END>                                   MAR-31-1996
<CASH>                                                  31
<SECURITIES>                                             0
<RECEIVABLES>                                         1017 <F1>
<ALLOWANCES>                                           111
<INVENTORY>                                              0
<CURRENT-ASSETS>                                         0 <F2>
<PP&E>                                                4011
<DEPRECIATION>                                        1557
<TOTAL-ASSETS>                                        4166
<CURRENT-LIABILITIES>                                    0 <F2>
<BONDS>                                               2162 <F3>
                                    0
                                              0
<COMMON>                                                14
<OTHER-SE>                                             723
<TOTAL-LIABILITY-AND-EQUITY>                          4166
<SALES>                                                  0
<TOTAL-REVENUES>                                       304
<CGS>                                                    0
<TOTAL-COSTS>                                          150 <F4>
<OTHER-EXPENSES>                                        44 <F5>
<LOSS-PROVISION>                                         0
<INTEREST-EXPENSE>                                      44
<INCOME-PRETAX>                                         30 <F6>
<INCOME-TAX>                                            12
<INCOME-CONTINUING>                                     18 
<DISCONTINUED>                                           0
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                            18
<EPS-PRIMARY>                                         1.05
<EPS-DILUTED>                                         1.01

<FN>
<F1>  Receivables consists of three components:  Trade Accounts of 101 million, 
      finance leases of 672 million, and secured loans of 244 million.
<F2>  Not applicable because GATX has an unclassified balance sheet.
<F3>  This value consists of two components: Long-term debt of 1,926 million and 
      Capital Lease Obligations of 236 million.
<F4>  This value represents Operating Expenses on the Consolidated Income 
      Statement.
<F5>  This value consists of the Provision for Depreciation and Amortization on
      the Consolidated Income Statement.
<F6>  This value represents Income Before Income Taxes and Equity in Net 
      Earnings of Affiliates.
</FN>
        

</TABLE>


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