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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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, 1999
OR
TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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
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SIGNATURE
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
Date: June 28, 2000
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GATX Corporation Salaried Employees Retirement Savings Plan
Financial Statements and Supplemental Schedule
Years ended December 31, 1999 and 1998
CONTENTS
Report of Independent Auditors.................................................4
Consent of Independent Auditors................................................5
Financial Statements
Statements of Assets Available for Benefits....................................6
Statements of Changes in Assets Available for Benefits.........................7
Notes to Financial Statements..................................................8
Supplemental Schedule
Schedule H, Line 4(i) - Schedule of Assets Held for Investment
Purposes at End of Year....................................................12
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CONSENT OF INDEPENDENT AUDITORS
Employee Benefits Committee
GATX Corporation
We consent to the incorporation by reference in the following (I) Registration
Statement No. 2-92404 on Form S-8, filed July 26, 1984 and (II) Registration
Statement No. 33-41007 on Form S-8 filed June 7, 1991, pertaining to the GATX
Corporation Salaried Employees Retirement Savings Plan, of our report dated
April 14, 2000 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, 1999.
ERNST & YOUNG LLP
Chicago, Illinois
June 23, 2000
2
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Report of Independent Auditors
Employee Benefits Committee
GATX Corporation
We have audited the accompanying statements of assets available for benefits of
the GATX Corporation Salaried Employees Retirement Savings Plan as of December
31, 1999 and 1998, and the related statement of changes in assets available for
benefits for the years then ended. 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 auditing standards generally accepted
in the United States. 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 assets available for benefits of the Plan at December
31, 1999 and 1998, and the changes in its assets available for benefits for the
years then ended, in conformity with auditing standards generally accepted in
the United States.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
held for investment purposes at end of year as of December 31, 1999, is
presented for purposes of additional analysis and is not a required part of the
financial statements but is supplementary information required by the Department
of Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedule is the
responsibility of the Plan's management. The supplemental schedule has been
subjected to the auditing procedures applied in our audits of the financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the financial statements taken as a whole.
Chicago, Illinois
April 14, 2000
3
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EIN 36-1124040
Plan #002
GATX Corporation Salaried Employees Retirement Savings Plan
Statements of Assets Available for Benefits
DECEMBER 31
1999 1998
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ASSETS
Investments $115,278,767 $94,424,002
Interest in Master Trust 60,341,620 63,754,753
-----------------------------
$175,620,387 $158,178,755
=============================
See notes to financial statements.
4
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EIN 36-1124040
Plan #002
GATX Corporation Salaried Employees Retirement Savings Plan
Statements of Changes in Assets Available for Benefits
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1999 1998
-----------------------------
<S> <C> <C>
ADDITIONS
Contributions by GATX Corporation and subsidiaries $ 2,350,551 $ 2,294,334
Salary deferrals by participants 7,468,968 6,995,046
Rollover contributions 1,220,168 817,455
Interest and dividend income 6,408,293 4,981,613
Net investment (loss) income from Master Trust (4,499,618) 4,394,040
Transfer from GATX Corporation Hourly Employees
Retirement Savings Plan 22,727 8,278
-----------------------------
12,971,089 19,490,766
DEDUCTIONS
Benefit payments (9,032,323) (7,478,275)
Net realized and unrealized appreciation in fair
value of investments 13,502,866 8,481,294
-----------------------------
Net increase 17,441,632 20,493,785
Assets available for benefits:
Beginning of year 158,178,755 137,684,970
-----------------------------
End of year $175,620,387 $158,178,755
=============================
</TABLE>
See notes to financial statements.
5
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EIN 36-1124040
Plan #002
GATX Corporation Salaried Employees Retirement Savings Plan
Notes to Financial Statements
Years ended December 31, 1999 and 1998
1. DESCRIPTION OF THE PLAN
The following description of the GATX Corporation (GATX or the Company) Salaried
Employees Retirement Savings Plan (the Plan) provides only general information.
Participants should refer to the Plan document for a more complete description
of the Plan's provisions.
GENERAL
The Plan is a defined-contribution plan which was established July 1, 1965, for
salaried employees of GATX and each of its domestic subsidiaries which adopts or
has adopted the Plan upon authorization by GATX.
CONTRIBUTIONS
Each year, participants may contribute between 1% and 15% of pretax annual
compensation, as defined in the Plan. Participants may also contribute amounts
representing distributions from other qualified defined-benefit or
defined-contribution plans.
After a participant completes six months of service, GATX and its electing
subsidiaries contribute an amount up to but not more than $.50, as determined
from time to time by GATX, for each participant contribution dollar up to 6% of
a participant's eligible compensation. Company contributions are invested in
GATX common stock and short-term investments. All contributions are made in cash
and are deposited semimonthly.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contributions,
Company contributions, and allocation of Plan earnings. Allocations are based on
account balances, as defined. The benefit to which a participant is entitled is
the benefit that can be provided from the participant's account.
6
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GATX Corporation Salaried Employees Retirement Savings Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
VESTING
Participants are immediately 100% vested in their account balance.
INVESTMENT OPTIONS
Investment alternatives for participant contributions consist of selected fund
options available through Fidelity Management Trust Company.
Participants may change their investment options on any business day.
BENEFIT PAYMENTS
In the event of retirement (as defined), death, permanent disability, or
termination of employment, the vested balance in the participant's account will
be distributed to the participant or the participant's beneficiary in a single
lump-sum cash payment, installments, or annuity. The portion of the
participant's account invested in GATX stock can be distributed in kind.
In-service withdrawals are available to participants for immediate and heavy
financial need (as defined). The in-service withdrawal amount is limited to the
participant's contribution portion and cannot exceed the amount required to
relieve the financial need. The Plan also allows for age 59 1/2 withdrawals, as
defined.
ADMINISTRATIVE EXPENSES
It is the intent of the Company to pay the administrative expenses of the Plan,
but if the Company fails to make the payments, or so directs, there may be a
charge against the Plan for these expenses.
PARTICIPANT LOANS
A participant may borrow an amount up to the lesser of $50,000 or 50% of their
account balance. Such loans, which are payable over a term specified by the
Plan, bear interest at a rate of 1% above the prime rate and are secured by a
participant's account balance in the Plan.
PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right
under the Plan to terminate the Plan subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
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GATX Corporation Salaried Employees Retirement Savings Plan
Notes to Financial Statements (continued)
2. SIGNIFICANT ACCOUNTING POLICIES
INVESTMENT VALUATION AND INCOME RECOGNITION
The Banker's Trust Pyramid GIC Fund and the Commingled Pool are stated at
contract value which is determined in accordance with various contracts.
Contract value represents contributions made under the contract, plus interest
at the contract rate, less withdrawals. The Plan's beneficial interest in the
Master Trust represents the Plan's share of the Master Trust's investments
stated at fair value and is determined by quoted market prices. The fair value
of the participation units owned by the Plan in the other investments is based
on quoted redemption values on the last business day of the Plan year.
Participant loans are stated at cost, which approximates fair value.
Purchases and sales of securities are recorded on a trade-date basis. Interest
income is recorded on the accrual basis. Dividends are recorded on the
ex-dividend date.
CONTRIBUTIONS
Participant contributions are made through payroll deductions and recorded in
the period the deductions are made.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires the plan administrator to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
RECLASSIFICATION
Certain amounts in the 1998 financial statements have been reclassified to
conform to the 1999 presentation.
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GATX Corporation Salaried Employees Retirement Savings Plan
Notes to Financial Statements (continued)
3. INVESTMENTS
Except for investments held in a Master Trust (see Note 4), the Plan's
investments (including investments bought, sold, and held during the year)
appreciated (depreciated) in fair value as follows:
YEAR ENDED DECEMBER 31
1999 1998
--------------------------
Net realized and unrealized appreciation
(depreciation) in fair value of investments:
Mutual funds $13,497,892 $8,487,705
Phillips Petroleum Company Securities 4,974 (6,411)
-------------------------
$13,502,866 $8,481,294
=========================
Except for investments held in a Master Trust (see Note 4), the Plan held the
following individual investments representing 5% or more of Plan assets:
DECEMBER 31
1999 1998
--------------------------
At fair value:
Bankers Trust Pyramid GIC Fund $ - $ 8,986,805
Commingled Pool 20,010,655 -
Spartan U.S. Equity Index Fund 37,791,768 30,854,092
Fidelity Puritan Fund 9,841,647 9,492,958
Putnam Voyager Fund 28,377,495 17,364,579
Fidelity Managed Income Portfolio II - 15,089,178
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GATX Corporation Salaried Employees Retirement Savings Plan
Notes to Financial Statements (continued)
4. MASTER TRUST
The GATX Corporation Common Stock Fund is in a Master Trust which includes
assets of three GATX benefit plans: the Plan; the GATX Corporation Hourly
Employees Retirement Savings Plan; and the GATX Logistics Inc. 401(k) Cash
Accumulation Plan. The Plan's investment in the Master Trust is stated at the
Plan's equity in the net assets of the Master Trust at December 31, 1999 and
1998.
A summary of the net assets and the changes in net assets of the Master Trust
follows:
DECEMBER 31
1999 1998
-----------------------------
ASSETS
FMTC Institutional Cash Portfolio 689,175 $ 555,399
GATX Corporation common stock 61,903,729 64,867,604
RECEIVABLES
Other receivables 3,075 227,974
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NET ASSETS $62,595,979 $65,650,977
=============================
YEAR ENDED DECEMBER 31
1999 1998
-----------------------------
ADDITIONS
Contributions 4,389,909 $ 4,283,297
Interfund transfers 459,984 3,081,599
Interest and dividend income 1,960,191 1,670,167
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6,810,084 9,035,063
DEDUCTIONS
Benefit payments (3,180,734) (2,868,899)
Net realized and unrealized (depreciation)
appreciation in fair value of common stock (6,684,348) 2,788,325
Net assets at beginning of year 65,650,977 56,696,488
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Net assets at end of year $62,595,979 $65,650,977
=============================
The Plan held a 96.4% and 97.1% interest in the Master Trust as of December 31,
1999 and 1998, respectively.
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GATX Corporation Salaried Employees Retirement Savings Plan
Notes to Financial Statements (continued)
5. NONPARTICIPANT DIRECTED INVESTMENTS
Information about the net assets and the significant components of the changes
in net assets relating to the GATX Corporation Common Stock Fund, which includes
participant directed and nonparticipant directed investments, is as follows:
DECEMBER 31
1999 1998
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Investment, at fair value:
Interest in the GATX Corporation
Common Stock Fund $60,341,620 $63,754,753
==============================
YEAR ENDED DECEMBER 31
1999 1998
------------------------------
Changes in net assets:
Company contributions $ 2,350,551 $ 2,294,334
Salary deferrals by participants 1,182,088 1,185,574
Rollover contributions 72,476 244,421
Interest and dividend income 1,934,470 1,595,924
Transfer from (to) GATX Corporation
Hourly Employees Retirement
Savings Plan 328 (14,008)
Net realized and unrealized (depreciation)
appreciation in fair value
of investments (6,434,088) 2,798,116
Benefits paid (3,058,022) (2,796,388)
Interfund transfers 539,064 2,197,471
------------------------------
$(3,413,133) $ 7,505,444
==============================
6. TAX STATUS
The Internal Revenue Service ruled August 4, 1995, that the Plan qualified under
section 401(a) of the Internal Revenue Code (IRC) and, therefore, the related
trust is not subject to tax under present income tax law. Once qualified, the
Plan is required to operate in conformity with the IRC to maintain its
qualification. The plan administrator is not aware of any course of action or
series of events that have occurred that might adversely affect the Plan's
qualified status.
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EIN 36-1124040
Plan #002
GATX Corporation Salaried Employees Retirement Savings Plan
Schedule H, Line 4(i) - Schedule of Assets Held for
Investment Purposes at End of Year
December 31, 1999
CURRENT
IDENTITY OF ISSUER/DESCRIPTION OF ISSUE SHARES VALUE
--------------------------------------------------------------------------------
Fidelity Management Trust Company*:
Bankers' Trust Pyramid GIC Fund 4,822,161 $ 4,822,161
Commingled Pool 20,010,655 20,010,655
FMTC Institutional Money Market Fund 875,965 875,965
Dreyfus New Leaders Fund 37,850 1,917,853
Templeton Foreign Fund A 242,792 2,724,129
Putnam Voyager Fund 916,586 28,377,496
Phillips Petroleum Company Securities 1,213 57,051
Fidelity Puritan Fund 517,165 9,841,647
Fidelity Equity Income Fund 86,406 4,620,989
Spartan U.S. Equity Index Fund 725,509 37,791,768
Participant Loans (7%-11.65% interest) 4,239,053
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$115,278,767
============
*Party in interest to the Plan.
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