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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
June 30, 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 20,203,865 shares of common stock outstanding as of
July 31, 1996.
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PART I--FINANCIAL INFORMATION
GATX CORPORATION AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS (UNAUDITED)
In Millions, Except Per Share Amounts
Three Months Ended Six Months Ended
June 30 June 30
---------------------- --------------------
1996 1995 1996 1995
-------- -------- -------- --------
Gross income......................................... $ 337.8 $ 317.1 $ 641.4 $ 607.9
Costs and expenses
Operating expenses................................ 165.7 154.4 315.7 294.2
Interest.......................................... 49.1 44.0 93.0 82.8
Provision for depreciation and amortization....... 48.1 42.6 92.6 83.3
Provision for possible losses..................... 4.0 3.1 7.0 9.3
Selling, general and administrative............... 41.6 36.0 73.5 67.4
-------- -------- -------- --------
308.5 280.1 581.8 537.0
-------- -------- -------- --------
Income before income taxes and equity
in net earnings of affiliated companies........... 29.3 37.0 59.6 70.9
Income taxes......................................... 11.4 14.5 23.5 29.6
-------- -------- -------- --------
Income before equity in net earnings
of affiliated companies........................... 17.9 22.5 36.1 41.3
Equity in net earnings of affiliated companies....... 7.8 7.4 14.3 14.3
-------- -------- -------- --------
Net income........................................... $ 25.7 $ 29.9 $ 50.4 $ 55.6
========= ======== ======== ========
Per common share:
Net income........................................ $ 1.09 $ 1.31 $ 2.14 $ 2.42
Net income, assuming full dilution................ 1.05 1.23 2.06 2.29
Dividends declared................................ .43 .40 .86 .80
<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 six months ended June 30, 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>
-1-
GATX CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
In Millions
ASSETS
June 30 December 31
1996 1995
-------------- ------------
(Unaudited)
Cash and cash equivalents............................... $ 31.9 $ 34.8
Receivables
Trade accounts..................................... 109.7 115.4
Finance leases..................................... 690.6 673.8
Secured loans...................................... 305.0 239.9
Less - Allowance for possible losses............... (113.1) (100.0)
---------- ----------
992.2 929.1
Property, plant and equipment
Railcars and support facilities.................... 2,103.2 1,945.1
Tank storage terminals and pipelines............... 1,341.3 1,242.3
Great Lakes vessels................................ 204.8 204.1
Operating lease investments and other.............. 550.4 510.7
---------- ----------
4,199.7 3,902.2
Less - Allowances for depreciation................. (1,582.0) (1,533.1)
---------- ----------
2,617.7 2,369.1
Investments in affiliated companies..................... 479.8 408.7
Other assets............................................ 346.7 301.2
---------- ----------
TOTAL ASSETS............................................ $4,468.3 $4,042.9
========== ==========
-2-
LIABILITIES, DEFERRED ITEMS AND SHAREHOLDERS' EQUITY
June 30 December 31
1996 1995
------------- ------------
(Unaudited)
Accounts payable................................... $ 215.7 $ 233.3
Accrued expenses................................... 48.0 48.2
Debt
Short-term debt............................... 611.3 330.2
Long-term debt................................ 1,973.8 1,850.9
Capital lease obligations..................... 233.5 241.6
---------- ----------
2,818.6 2,422.7
Deferred income taxes.............................. 275.3 264.8
Other deferred items............................... 360.7 356.1
---------- ----------
Total liabilities and deferred items...... 3,718.3 3,325.1
Shareholders' equity
Preferred Stock............................... 3.4 3.4
Common Stock.................................. 14.3 14.3
Additional capital............................ 327.1 324.8
Reinvested earnings........................... 435.5 409.0
Cumulative unrealized equity adjustments...... 16.8 13.4
---------- ----------
797.1 764.9
Less - Cost of common shares in treasury...... (47.1) (47.1)
---------- ----------
Total shareholders' equity................ 750.0 717.8
---------- ----------
TOTAL LIABILITIES, DEFERRED ITEMS
AND SHAREHOLDERS' EQUITY...................... $4,468.3 $4,042.9
========= ==========
-3-
GATX CORPORATION AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)
In Millions
Three Months Ended Six Months Ended
June 30 June 30
----------------------- ----------------------
1996 1995 1996 1995
--------- --------- -------- --------
OPERATING ACTIVITIES
Net income $ 25.7 $ 29.9 $ 50.4 $ 55.6
Adjustments to reconcile net income to net
cash provided by operating activities:
Realized gain on disposition of leased
equipment (12.1) (14.6) (19.3) (25.9)
Provision for depreciation and amortization 48.1 42.6 92.6 83.3
Provision for possible losses 4.0 3.1 7.0 9.3
Deferred income taxes .4 2.2 4.0 6.8
Net change in trade receivables, inventories,
accounts payable and accrued expenses (6.6) 2.4 (9.2) (61.6)
Other (10.1) 3.2 (26.0) (20.0)
--------- --------- --------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES 49.4 68.8 99.5 47.5
INVESTING ACTIVITIES
Additions to property, plant and equipment (141.0) (100.2) (260.6) (220.2)
Additions to equipment on lease,
net of nonrecourse financing (124.4) (82.8) (196.8) (124.0)
Secured loans extended (81.0) (41.1) (100.3) (45.6)
Investments in affiliated companies (16.7) (4.2) (33.0) (6.2)
Progress payments and other (14.9) (11.8) (37.2) (11.8)
--------- --------- --------- ---------
Capital additions and portfolio investments (378.0) (240.1) (627.9) (407.8)
Portfolio proceeds:
From disposition of leased equipment 27.5 43.3 52.3 112.8
From return of investment 34.2 50.4 86.2 80.4
--------- --------- --------- ---------
Total portfolio proceeds 61.7 93.7 138.5 193.2
Proceeds from other asset dispositions 6.4 3.5 7.3 17.9
--------- --------- --------- ---------
NET CASH USED IN INVESTING ACTIVITIES (309.9) (142.9) 482.1) (196.7)
FINANCING ACTIVITIES
Proceeds from issuance of long-term debt 118.6 153.6 319.0 203.6
Repayment of long-term debt (75.6) (22.0) (201.1) (78.9)
Net increase (decrease) in short-term debt 231.9 (18.2) 293.1 63.4
Repayment of capital lease obligations (2.5) (2.0) (8.5) (8.0)
Issuance of Common Stock under employee
benefit programs .6 1.1 1.2 2.3
Cash dividends (12.0) (11.3) (24.0) 22.6)
--------- --------- --------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES 261.0 101.2 379.7 159.8
--------- --------- --------- ---------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS $ .5 $ 27.1 $ (2.9) $ 10.6
========= ========= ========= =========
-4-
MANAGEMENT'S DISCUSSION OF OPERATIONS
COMPARISON OF FIRST SIX MONTHS OF 1996 TO FIRST SIX MONTHS OF 1995
GENERAL
GATX Corporation's net income for the first six months of 1996 was $50 million
or $2.14 per common share compared to net income of $56 million or $2.42 per
common share for the first six months of 1995. On a fully diluted basis,
earnings per share was $2.06 for the first six months of 1996 compared to $2.29
for the comparable period last year.
Gross income increased 6% primarily as a result of the additional number of
railcars on lease at GATX's railcar leasing and management subsidiary, higher
lease income at Financial Services, and increased volume at GATX's logistics and
warehousing subsidiary, partially offset by lower revenue at GATX's terminals
and pipeline subsidiary. Net income decreased 9% 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 $100 million of cash during the first six months
of 1996, an increase of $52 million from the first six months of 1995. Net
income adjusted for non-cash items generated $135 million of cash, up $6 million
from the first six months of last year. The $7 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
$46 million more cash in 1996 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 $138 million were generated from the portfolio, a decrease of $55
million from the first six months of 1995 due to the lower level of proceeds
received from the sale of leased equipment which varies on a period to period
basis. Proceeds from the sale of leased equipment of $52 million were $61
million less than the prior year; however, proceeds from the return of
investment increased $6 million.
Capital additions and portfolio investments of $628 million for the first six
months of 1996 increased $220 million from the comparable 1995 period. Portfolio
investments at Financial Services of $365 million, including marine equipment,
railroad rolling stock and locomotives, aircraft, and information technology
equipment, were $178 million higher than the prior year. Transportation invested
$166 million in its domestic railcar fleet and facilities versus $154 million
last year; in addition, $5 million was invested in operations in Mexico and
Europe this year versus $12 million a year ago. Terminals' capital spending of
$86 million, which included expansion of the Central Florida Pipeline and the
purchase of a 65% interest in a terminal in Mexico, exceeded the first six
months of 1995 by $37 million. Full year 1996 capital spending for GATX is
forecasted to exceed $500 million, including $86 million expended in July 1996
for the remaining 55% interest in CGTX, Transportation's Canadian railcar
affiliate. This purchase brings Transportation's total fleet to 77,000 railcars.
Further, portfolio investments are expected to be approximately $500 million
compared to $388 million 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.
-5-
GATX had available unused committed lines of credit in the amount of $261
million at June 30, 1996. General American Transportation Corporation (GATC) has
a $650 million shelf registration for pass through trust certificates and debt
securities, under which $100 million of notes have previously been issued. No
notes were issued during the quarter. GATX Capital has a $300 million shelf
registration, under which $68 million of medium-term notes were issued during
the quarter. In addition, $22 million was issued during the quarter under a
previous shelf which has now been fully utilized.
RESULTS OF OPERATIONS
Following is a discussion of the operating results of GATX's business segments:
RAILCAR LEASING AND MANAGEMENT (TRANSPORTATION)
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Six Months Ended
(In Millions) June 30
------------------------
1996 1995 Change
------- ------- ----------------
Gross Income $196.4 $175.6 $ 20.8 12%
Net Income $ 32.8 $ 30.9 $ 1.9 6%
- --------------------------------------------------------------------------------
Transportation's gross income for the first half of 1996 increased 12% from the
comparable prior year period due to approximately 4,500 additional railcars on
lease compared to a year ago and slightly higher lease rates. Approximately
63,200 railcars were on lease at quarter end, including 800 in Mexico, compared
to 58,700 a year ago. Domestic fleet utilization at June 30, 1996 was 94% on a
fleet size of 66,600 compared to 95% on a fleet size of 61,700 a year ago.
Net income increased 6% from the first half of 1995. Higher revenues were
partially offset by increased ownership costs and higher SG&A expense due in
part to litigation costs; also, 1995 included a gain on the sale of land in
Mexico. Operating margins increased slightly as the revenue growth rate was
slightly more than the rate of increase of operating expenses. Fleet repair
costs were 5% greater than in 1995 due to the increased fleet size; however,
fleet repair costs as a percent of revenue were lower than last year. Average
throughput at June 30, 1996, for railcars in GATX repair facilities decreased to
30 days, down from 44 days a year ago, reflecting the improved productivity at
Transportation's upgraded service centers. Ownership costs,consisting of rental
expense, depreciation, and interest, increased 18% due to the increased fleet
size.
-6-
TERMINALS AND PIPELINES
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Six Months Ended
(In Millions) June 30
------------------------
1996 1995 Change
------- ------- ----------------
Gross Income $145.8 $159.4 $(13.6) (9)%
Net Income $ 9.3 $ 16.7 $ (7.4) (44)%
- --------------------------------------------------------------------------------
Terminals' 1996 gross income decreased 9% reflecting general softness in the
petroleum markets as pricing and/or utilization issues continue to impact the
domestic and international markets. Lower petroleum inventories and
backwardation in the futures market continue to negatively impact revenue. On
the positive side, pipeline volumes remain strong due to continued high demand,
and the chemical markets remain stable. Throughput of 344 million barrels was 9%
greater than last year, primarily as a result of the colder winter in the
Northeast and increased inventory turns of customers' products. Capacity
utilization at Terminals' wholly-owned facilities was 86% at the end of the
second quarter of 1996 compared to 88% a year ago as reduced spot business and
tanks out of service for repair contributed to the reduction.
Terminals' net income decreased $7 million from 1995 reflecting weakness in the
domestic and international petroleum markets. Operating margins decreased
slightly as a result of a greater decrease in revenues relative to cost
reductions achieved. Terminals' operating expenses were $5 million lower than
last year primarily due to lower maintenance costs, insurance recoveries, and
savings in various other operating costs. Interest expense increased $3 million
over 1995 as total debt grew to finance the capital additions. Equity in net
earnings of affiliated companies of $6 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,
and incremental earnings from the newly-acquired Olympic pipeline.
-7-
FINANCIAL SERVICES
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Six Months Ended
(In Millions) June 30 Change
----------------------- ---------------
1996 1995
------- -------
Gross Income $132.6 $115.0 $17.6 15 %
Net Income $ 20.0 $ 21.6 $(1.6) (7)%
- --------------------------------------------------------------------------------
Financial Services' year-to-date gross income increased 15% from the first half
of 1995 as a result of new lease volume and the acquisition of Sun Financial in
late 1995. Pretax disposition gains, which do not occur evenly period to period,
were $18 million for the first half of 1996 compared to $24 million in 1995. Fee
income decreased $5 million as 1995 included a large fee relating to the
remarketing of rail equipment. Other income increased $3 million as a result of
real estate sales, venture leasing stock sales, and incremental income from Sun
Financial.
Net income decreased $2 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 $7 million decreased $2 million from the prior year. The
loss reserve at June 30, 1996 was $105 million compared to $92 million at
December 31, 1995, reflecting the year-to-date provision and recoveries.
GREAT LAKES SHIPPING
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Six Months Ended
(In Millions) June 30 Change
----------------------- ---------------
1996 1995
------- -------
Gross Income $27.9 $28.2 $ (.3) (1)%
Net Income $ 1.5 $ 2.6 $(1.1) (42)%
- --------------------------------------------------------------------------------
-8-
American Steamship Company's gross income for the first half of 1996 was
slightly below the prior year period due to severe weather and ice conditions in
April and May which significantly hampered vessel operations at the start of the
sailing season. Overall demand on the Great Lakes remains strong. Tonnage
carried in the first six months of 1996 was 8.3 million tons compared to 8.8
million tons in the first six months of 1995.
Net income decreased $1 million from the first six months of 1995 reflecting the
decreased tonnage carried. Further, margins decreased as increased revenue per
ton was more than offset by higher operating costs as severe weather conditions
impeded efficient vessel operations.
LOGISTICS AND WAREHOUSING
- --------------------------------------------------------------------------------
Six Months Ended
(In Millions) June 30 Change
------------------------- ---------------
1996 1995
------- -------
Gross Income $138.9 $129.7 $9.2 7%
Net Income $ .4 $ (.1) $ .5 500%
- --------------------------------------------------------------------------------
GATX Logistics' gross income of $139 million increased 7% from the first six
months of 1995. Strong volumes with certain existing customers, price increases,
and new customers all contributed to the higher revenues.
Net income was $.4 million compared to a loss of $.1 million in the first six
months of 1995. Margins improved slightly as the increased volume, price
increases, and reduced empty space cost in public warehousing were partially
offset by higher information system costs.
-9-
COMPARISON OF SECOND QUARTER 1996 TO
SECOND QUARTER 1995
GENERAL
For the second quarter of 1996 net income was $26 million or $1.09 per share as
compared to $30 million or $1.31 per share for the second quarter of 1995.
GROSS INCOME
- -----------------------------------------------------------------------------------------
(In Millions) Three Months Ended
June 30
---------------------
Business Segment 1996 1995 Change
- ---------------------------------- ------ ------ ----------------
Railcar Leasing and Management $99.2 $90.1 $ 9.1 10%
Terminals and Pipelines 73.0 78.1 ( 5.1) (7)
Financial Services 70.8 57.0 13.8 24
Great Lakes Shipping 26.6 26.7 (.1) -
Logistics and Warehousing 68.7 64.9 3.8 6
- ------------------------------------------------------------------------------------------
NET INCOME
- ------------------------------------------------------------------------------------------
(In Millions) Three Months Ended
June 30
--------------------
Business Segment 1996 1995 Change
- ----------------------------------- ------ ------ ----------------
Railcar Leasing and Management $17.1 $16.1 $ 1.0 6%
Terminals and Pipelines 4.6 8.3 (3.7) (45)
Financial Services 10.8 11.5 (.7) (6)
Great Lakes Shipping 1.3 2.0 (.7) (35)
Logistics and Warehousing .1 .2 (.1) (50)
- -------------------------------------------------------------------------------------------
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 six-month periods.
-10-
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
On July 11, 1996, GATX/Airlog Company ("Airlog"), a California general
partnership of which a subsidiary of GATX Capital Corporation (a wholly-owned
subsidiary of GATX Corporation ("Capital") is a partner, and Capital filed a
Complaint for Declaratory Judgment against Evergreen International Airlines,
Inc. ("Evergreen") in the United States District Court for the Northern District
of California (No. C 96-2494). The complaint requests that the court enter a
judgment declaring that neither Capital nor Airlog has any liability to
Evergreen as a result of the issuance of Airworthiness Directive 96-01-03 (the
"AD") by the Federal Aviation Administration (the "FAA") in January 1996. The
effect of the AD is to significantly reduce the amount of freight that three
B747 aircraft owned by Evergreen may carry. Evergreen has not flown these
aircraft since the first quarter of 1996.
Between 1988 and 1990, these three aircraft, along with a fourth no longer owned
by Evergreen, were modified from passenger to freight service by subcontractors
of Airlog, with Evergreen's knowledge and consent, pursuant to contracts between
Airlog and Evergreen, or one of its affiliates. These four aircraft are part of
a group of ten aircraft that were modified by subcontractors of Airlog pursuant
to a design approved by the FAA at the time the modifications were made and are
subject to the AD. The three Evergreen aircraft were flown as a part of its
fleet for more than five years, and the seven other modified aircraft were flown
by Evergreen and other operators for significant periods. Capital guaranteed
certain of Airlog's contractual obligations to Evergreen. Capital did not issue
guarantees with respect to Airlog's obligations to any of Airlog's other
customers for these airplanes. None of Airlog's customers, other than Evergreen,
has made a claim as a result of the issuance of the AD. Consistent with its
ongoing product support, Airlog continues to pursue, with the apparent
cooperation of the four operators of the ten modified aircraft, solutions to the
FAA's concerns raised in the AD.
Evergreen filed an answer and counterclaim on August 1, 1996. In its
counterclaim, Evergreen asserted that Airlog and Capital are liable to Evergreen
under a number of theories in connection with the application of the AD to the
three aircraft it currently owns. Those theories are breach of warranty, fraud
and intentional misrepresentation, negligent misrepresentation, and
nondisclosure of known facts. Evergreen seeks declaratory relief and damages (i)
of a minimum of $32,000 per day in out-of-service costs per airplane, totaling
$15.8 million as of July 25, 1996, (ii) of at least $1.6 million in maintenance
and engineering expenses as of March, 1996, and (iii) for the alleged
potentially irreparable injury to Evergreen's relations with its customers, its
creditors and its employees, as well as its alleged access to the currently
favorable capital markets. The alleged damages in (iii) above were not
quantified in the counterclaim, but Evergreen alleged in a demand letter sent
prior to the filing of the complaint, and which was attached to the
counterclaim, that those damages may exceed one billion dollars. The
counterclaim also seeks exemplary and punitive damages in an unspecified amount.
While the results of any litigation are impossible to predict with certainty,
the Company believes that Evergreen's claims are without merit and that Capital
and Airlog have adequate defenses thereto.
-11-
Item 6. Exhibits and Reports on Form 8-K. Page
(a) 11A Statement regarding computation of earnings per share. 14
11B Statement regarding computation of earnings per share
assuming full dilution. 15
27 Financial Data Schedule for GATX Corporation for the
quarter ended June 30, 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.
-12-
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: August 6, 1996
-13-
Exhibit 11A
GATX CORPORATION AND SUBSIDIARIES
COMPUTATION OF NET INCOME PER SHARE OF COMMON STOCK
AND COMMON STOCK EQUIVALENTS
In Millions, Except Per Share Amounts
Three Months Six Months
Ended June 30 Ended June 30
------------------ -----------------
1996 1995 1996 1995
------- ------- ------- -------
Average number of shares of Common Stock outstanding.............. 20.2 20.0 20.2 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.............................................. .3 .3 .3 .3
------- ------- ------- -------
Total shares...................................................... 20.5 20.3 20.5 20.2
======= ======= ======= =======
Net income........................................................ $ 25.7 $ 29.9 $ 50.4 $ 55.6
Deduct - Dividends paid and accrued on
Preferred Stock.............................................. 3.3 3.3 6.6 6.6
------- ------- ------- -------
Net income, as adjusted........................................... $ 22.4 $ 26.6 $ 43.8 $ 49.0
======= ======= ======= =======
Net income per share.............................................. $ 1.09 $ 1.31 $ 2.14 $ 2.42
======= ======= ======= =======
-14-
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 Six Months
Ended June 30 Ended June 30
------------------- -----------------
1996 1995 1996 1995
------- ------- ------- -------
Average number of shares used to compute
primary earnings per share.................................... 20.5 20.3 20.5 20.2
Common Stock issuable upon assumed conversion
of Preferred Stock........................................... 4.0 4.1 4.0 4.1
------- ------- ------- -------
Total shares...................................................... 24.5 24.4 24.5 24.3
======= ======= ======= =======
Net income, as adjusted per primary computation................... $ 22.4 $ 26.6 $ 43.8 $ 49.0
Add - Dividends paid and accrued on Preferred Stock............... 3.3 3.3 6.6 6.6
------- ------- ------- -------
Net income, as adjusted........................................... $ 25.7 $ 29.9 $ 50.4 $ 55.6
======= ======= ======= =======
Net income per share, assuming full dilution...................... $ 1.05 $ 1.23 $ 2.06 $ 2.29
======= ======= ======= =======
-15-
EXHIBITS 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 June 30, 1996. Submitted to the SEC along with the
electronic submission of this Quarterly Report on Form 10-Q.