-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Wlx2ni7n1OAIRpoCtw7aijAry0ViloRR2pzX2eN6S3MEcM9/ZCrRR/RgotWgK24s G/p2EaKbMU4uCvC61SuO6g== 0000040211-95-000005.txt : 19950814 0000040211-95-000005.hdr.sgml : 19950814 ACCESSION NUMBER: 0000040211-95-000005 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19950630 FILED AS OF DATE: 19950811 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GATX CORP CENTRAL INDEX KEY: 0000040211 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] IRS NUMBER: 361124040 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-02328 FILM NUMBER: 95561326 BUSINESS ADDRESS: STREET 1: 120 S RIVERSIDE PLZ CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3126216200 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL AMERICAN TRANSPORTATION CORP DATE OF NAME CHANGE: 19750722 10-Q 1 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, 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 20,020,539 shares of common stock outstanding as of July 31, 1995. 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 1995 1994 1995 1994 --------- -------- ------- ------- Gross income.................... $314.2 $284.4 $602.4 $545.1 Costs and expenses Operating expenses............. 151.5 145.8 288.7 274.3 Interest...................... 44.0 37.7 82.8 70.8 Provision for depreciation and amortization.. ......... 42.6 40.6 83.3 78.5 Provision for possible losses 3.1 4.1 9.3 10.1 Selling, general and administrative............. 36.0 31.1 67.4 59.6 ------ ------ ------ ------ 277.2 259.3 531.5 493.3 ------ ------ ------ ------ Income before income taxes and equity in net earnings of affiliated companies....... 37.0 25.1 70.9 51.8 Income taxes.................... 14.5 10.1 29.6 21.0 ------ ------ ------ ------ Income before equity in net earnings of affiliated companies.................. 22.5 15.0 41.3 30.8 Equity in net earnings of affiliated companies.... 7.4 5.9 14.3 10.3 ------ ------ ------ ------ Net income...................... $ 29.9 $ 20.9 $ 55.6 $ 41.1 ====== ====== ====== ====== Per common share: Net income................... $ 1.31 $ .87 $ 2.42 $ 1.71 Net income, assuming full dilution................... 1.23 .87 2.29 1.70 Dividends declared........... .40 .375 .80 .75 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 six months ended June 30, 1995 are not necessarily indicative of the results that may be achieved for the entire year ending December 31, 1995.
-1- GATX CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS In Millions ASSETS June 30 December 31 1995 1994 (Unaudited) --------- --------- Cash and cash equivalents......... $ 37.9 $ 27.3 Receivables Trade accounts.................. 94.8 101.6 Finance leases.................. 530.6 533.4 Secured loans................... 231.8 231.2 Less - Allowance for possible losses........................ (97.7) (89.6) -------- ------- 759.5 776.6 Property, plant and equipment Railcars and support facilities.................... 2,011.5 1,857.4 Tank storage terminals and pipelines..................... 1,194.5 1,171.8 Great Lakes vessels.............. 204.0 203.4 Operating lease investments and other.......................... 378.6 412.3 -------- ------- 3,788.6 3,644.9 Less-Allowances for depreciation.. (1,492.9) (1,452.6) -------- ------- 2,295.7 2,192.3 Investments in affiliated companies. 372.7 365.3 Other assets........................ 314.2 289.2 -------- ------- TOTAL ASSETS $ 3,780.0 $ 3,650.7 ========= ========
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LIABILITIES, DEFERRED ITEMS AND SHAREHOLDERS' EQUITY June 30 December 31 1995 1994 (Unaudited) ---------- --------- Accounts payable.................. $ 194.6 $ 269.5 Accrued expenses.................. 53.7 49.6 Debt Short-term debt.................. 331.6 268.2 Long-term debt................... 1,668.1 1,549.7 Capital lease obligations........ 247.4 255.4 ------- ------- 2,247.1 2,073.3 Deferred income taxes.............. 254.4 257.5 Other deferred items............... 331.4 338.4 ------- ------- Total liabilities and deferred items 3,081.2 2,988.3 Shareholders' equity Preferred Stock.................. 3.4 3.4 Common Stock..................... 14.2 14.2 Additional capital............... 320.9 318.1 Reinvested earnings.............. 386.6 353.5 Cumulative foreign currency translation adjustment......... 20.8 20.3 ------- ------- 745.9 709.5 Less-Cost of common shares in treasury....................... (47.1) (47.1) ------- ------- Total shareholders' equity 698.8 662.4 ------- ------- TOTAL LIABILITIES, DEFERRED ITEMS AND SHAREHOLDERS' EQUITY $3,780.0 $3,650.7 ======== =======
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GATX CORPORATION AND SUBSIDIARIES STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED) In Millions Three Months Ended Six Months Ended June 30 June 30 1995 1994 1995 1994 ------- ------ ------- ------- OPERATING ACTIVITIES Net income $ 29.9 $ 20.9 $ 55.6 $ 41.1 Adjustments to reconcile net income to net cash provided by operating activities: Realized gain on disposition of leased equipment (14.6) (3.3) (25.9) (8.1) Provision for depreciation and amortization 42.6 40.6 83.3 78.5 Provision for possible losses 3.1 4.1 9.3 10.1 Deferred income taxes (credit) 2.2 .5 6.8 2.5 Net change in trade receivables, inventories, accounts payable and accrued expenses 2.4 47.8 (61.6) 44.5 Other 3.2 (50.1) (20.0) (57.4) ------- ------ ------- ------ NET CASH PROVIDED BY OPERATING ACTIVITIES 68.8 60.5 47.5 111.2 INVESTING ACTIVITIES Additions to property, plant and equipment (100.2) (76.9) (220.2) (166.6) Additions to equipment on lease, net of nonrecourse financing (82.8) (14.2) (124.0) (105.5) Secured loans extended (41.1) (6.1) (45.6) (45.7) Investments in affiliated companies (4.2) (.4) (6.2) (.8) Progress payments and other (11.8) (1.0) (11.8) (1.0) ------- ------- ------- ------- Capital additions (240.1) (98.6) (407.8) (319.6) Portfolio proceeds: From disposition of leased equipment 43.3 11.9 112.8 25.1 From return of investment 50.4 27.2 80.4 45.5 ------- ------- ------- ------- Total portfolio proceeds 93.7 39.1 193.2 70.6 Proceeds from other asset dispositions 3.5 12.0 17.9 14.7 ------- ------- ------- ------- NET CASH USED IN INVESTING ACTIVITIES (142.9) (47.5) (196.7) (234.3) FINANCING ACTIVITIES Proceeds from issuance of long-term debt 153.6 92.7 203.6 114.2 Repayment of long-term debt (22.0) (43.8) (78.9) (79.8) Net (decrease) increase in short-term debt (18.2) (40.8) 63.4 107.6 Repayment of capital lease obligations (2.0) (1.9) (8.0) (6.0) Issuance of Common Stock under employee benefit programs 1.1 .2 2.3 3.8 Cash dividends (11.3) (10.8) (22.6) (21.5) ------- ------ ------- ------ NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 101.2 (4.4) 159.8 118.3 -------- ------- ------ ------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 27.1 $ 8.6 $ 10.6 $ (4.8) ======== ======= ======== =======
-4- MANAGEMENT'S DISCUSSION OF OPERATIONS COMPARISON OF FIRST SIX MONTHS OF 1995 TO FIRST SIX MONTHS OF 1994 GENERAL GATX Corporation's net income for the first six months of 1995 was $56 million or $2.42 per common share compared to net income of $41 million or $1.71 per common share for the first six months of 1994. On a fully diluted basis, earnings per share was $2.29 for the first six months of 1995 compared to $1.70 for the comparable period last year. Gross income increased 11% while net income increased 35% as a result of continuing 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. Results at GATX's terminal and pipeline subsidiary (Terminals) improved due to very strong demand at many of its domestic terminals and international joint ventures; in addition, terminal facilities acquired in late 1994 contributed to the increase in net income. The increase at Financial Services was principally due to strong disposition gains, higher fee income and larger joint venture income. Operating activities provided $47 million of cash flow during the first six months of 1995, a $64 million decrease from the first six months of 1994, primarily from the refund of a deposit. Net income adjusted for non-cash items generated $129 million of cash, up $5 million from the first six months of last year. The $18 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 $69 million less cash in 1995 largely due to a $48 million refund of a deposit as the result of the lessee's exercise of its option to return four DC-10 aircraft. Proceeds of $193 million were generated from the portfolio compared to $71 million in the first six months of 1994. Proceeds from the disposition of leased equipment of $113 million, primarily from the sale of aircraft and rail equipment, were $88 million more than the prior year. Proceeds of $80 million from the recovery of investment increased $35 million due to increased loan principal received and the sale of real estate. Capital additions of $408 million for the first six months of 1995 increased $88 million from the comparable 1994 period. Portfolio additions at Financial Services of $187 million were $35 million higher than the first half of 1994. Transportation invested $158 million in the railcar fleet versus $103 million for the first six months of last year; in addition, $8 million was expended on the upgrade to the repair facilities each year. Terminals' capital spending of $49 million decreased $2 million from the comparable period of 1994, which included the acquisition of a terminal facility in the United Kingdom. Full year 1995 capital spending is forecasted to exceed the $728 million expended in 1994. 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 external financing sources. -5- GATX had available unused committed lines of credit totaling $284 million at June 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 $93 million of pass through trust certificates have been issued as of quarter end. GATC issued $50 million of ten-year medium-term notes during the quarter. GATX Capital has a $300 million shelf registration, under which $135 million of medium-term notes have been issued. During the quarter, GATX Capital issued $80 million of medium-term notes to fund new business and reduce commercial paper borrowings. RESULTS OF OPERATIONS Following is a discussion of the operating results of GATX's business segments:
RAILCAR LEASING AND MANAGEMENT (TRANSPORTATION) - ----------------------------------------------------------------- Six Months Ended (In Millions) June 30 1995 1994 Change ------------------- ------------ Gross Income $175.6 $158.0 $ 17.6 11% Net Income $ 30.9 $ 26.7 $ 4.2 16% - -----------------------------------------------------------------
Transportation's gross income for the first half of 1995 increased 11% from the comparable prior year period due to more than 5,100 additional railcars on lease as a result of the high level of railcar additions and increased utilization. Also, lease rates were slightly higher and a parcel of land in Mexico was sold. Domestic fleet utilization at June 30, 1995 was 95% on a fleet size of 61,700 compared to 94% on a fleet size of 57,000 a year ago. At quarter end, the active fleet totaled 58,600 railcars compared to 53,450 cars on lease a year ago. Net income increased 16% from the first half of 1994 reflecting the higher revenues. In addition, higher income was generated from invested funds. Operating margins increased slightly as the growth in revenues exceeded the increase in fleet repair costs. Fleet repair costs increased 9% due to the increased fleet size and increased number of cars repaired, primarily at GATX 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 13% primarily as a result of increased compensation costs and expenses related to new operations in Mexico. -6-
TERMINALS AND PIPELINES - ----------------------------------------------------------------- Six Months Ended (In Millions) June 30 1995 1994 Change ------------------- ------------- Gross Income $159.4 $143.9 $ 15.5 11% Net Income $ 16.7 $ 15.1 $ 1.6 11% - -----------------------------------------------------------------
Terminals' 1995 gross income increased 11% from the first six months of 1994 reflecting incremental revenues from newly- acquired terminals and high chemical demand and strong petroleum activity, 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. Throughput for the first six months of 1995 was 316 million barrels, 26 million barrels less than in 1994. Throughput at the Pasadena terminal was down 17 million barrels, reflecting the mild winter, lower blending activity, refinery turnarounds and tanks out of service. Capacity utilization at Terminals' wholly-owned facilities was 88% at the end of the second quarter of 1995, down two percent from a year ago. Terminals' net income increased 11% over 1994. Higher revenues were partially offset by additional operating expenses incurred. Further, SG&A increased due to management restructuring, salary progression and the addition of personnel; interest expense grew from financing last year's acquisitions. Operating margins were in line with last year. Earnings at the foreign affiliates of $7 million increased $1 million due to strong demand at the European and Singapore terminals.
FINANCIAL SERVICES - ----------------------------------------------------------------- Six Months Ended (In Millions) June 30 Change 1995 1994 ------------------- ------------- Gross Income $115.0 $ 98.1 $ 16.9 17% Net Income $ 21.6 $ 11.5 $ 10.1 88% - -----------------------------------------------------------------
Financial Services' year-to-date gross income increased $17 million from the first half of 1994. The increase from 1994 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 income. Pretax disposition gains, which do not occur evenly period to period, were $24 million for the first half of 1995 compared to $7 million for the comparable 1994 period; disposition gains are not expected to be at as high a level for the second half of the year. -7- Net income of $22 million increased $10 million from the first half of 1994 due to the increased revenues, partially offset by increased interest and SG&A expense. The year-to-date loss provision of $9 million was $1 million lower than the 1994 year- to-date provision. The loss reserve at June 30, 1995 was $90 million, or 6.5% of total portfolio investments. SG&A increased as a result of higher compensation and benefits expense and additional information systems costs. Equity in net earnings of affiliated companies increased $2 million primarily due to improved earnings at an international aircraft joint venture.
GREAT LAKES SHIPPING - ----------------------------------------------------------------- Six Months Ended (In Millions) June 30 1995 1994 Change ------------------- ------------- Gross Income $ 28.2 $ 25.5 $ 2.7 11% Net Income $ 2.6 $ 1.5 $ 1.1 73% - -----------------------------------------------------------------
American Steamship Company's gross income for the first half of 1995 increased $3 million from the prior year period as severe spring weather conditions delayed the start of the prior year shipping season. Tonnage carried in the first six months of 1995 was 8.8 million tons compared to 8.2 million tons in the first six months of 1994. Net income increased $1 million from the first six months of 1994 reflecting the increase in tonnage carried. Margins increased slightly from 1994 as severe weather conditions had impeded efficient vessel operations in the first half of 1994.
LOGISTICS AND WAREHOUSING - ----------------------------------------------------------------- Six Months Ended (In Millions) June 30 Change 1995 1994 ------------------- ------------- Gross Income $124.2 $121.2 $ 3.0 2% Net Income $ (.1) $ (.8) $ .7 88% - -----------------------------------------------------------------
GATX Logistics' gross income of $124 million increased 2% from the first six months of 1994 due to new customers, higher volumes from existing customers and some rate increases. The net loss of $.1 million was $.7 million less than the 1994 comparable period due to improved margins along with a reduction in empty space. Margins improved slightly due to sales volume, improved pricing, and adverse weather conditions in 1994. -8- COMPARISON OF SECOND QUARTER 1995 TO SECOND QUARTER 1994 GENERAL For the second quarter of 1995 net income was $30 million or $1.31 per share as compared to $21 million or $.87 per share for the second quarter of 1994.
GROSS INCOME - ----------------------------------------------------------------- (In Millions) Three Months Ended June 30 Business Segment 1995 1994 Change - ---------------- ------- ------ ------------- Railcar Leasing and Management $ 90.1 $ 80.0 $10.1 13% Terminals and Pipelines 78.1 71.6 6.5 9 Financial Services 57.0 47.9 9.1 19 Great Lakes Shipping 26.7 24.7 2.0 8 Logistics and Warehousing 62.0 61.3 .7 1 - -----------------------------------------------------------------
NET INCOME - ----------------------------------------------------------------- (In Millions) Three Months Ended June 30 Business Segment 1995 1994 Change - ---------------- ------- ------ -------------- Railcar Leasing and Management $ 16.1 $ 13.5 $ 2.6 19% Terminals and Pipelines 8.3 7.6 .7 9 Financial Services 11.5 5.6 5.9 105 Great Lakes Shipping 2.0 1.1 .9 82 Logistics and Warehousing .2 (.1) .3 300 - -----------------------------------------------------------------
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. -9- PART II - OTHER INFORMATION Item 1. Legal Proceedings. - --------------------------- On July 14, 1995, a judgment in the amount of $9.7 million was entered against General American Transportation Corporation by the U.S. District Court for the Northern District of Illinois in the matter of General American Transportation Corporation v. Cryo-Trans, Incorporated (Case No. 91 C 1305), a case involving an alleged patent infringement by General American Transportation in the construction and use of its Arcticar cryogenically cooled railcar. General American Transportation was also permanently enjoined from any further infringement of the patent as of August 1, 1995, subsequently extended to September 1, 1995. Of General American Transportation's 61,000 railcar fleet, the injunction affects only 180 railcars, 80 of which are currently on lease and 100 on order. General American Transportation intends promptly to appeal the Decision of the District Court and has requested the District Court to reduce substantially the judgment as entered to correct an apparent error in the calculation of damages. Even in the event of an adverse decision on appeal, GATX does not believe the costs associated with the disposition of the affected cars will have a material adverse effect on GATX. General American Transportation brought this action against Cryo- Trans in 1991 requesting that Cryo-Trans' patent be declared invalid and General American Transportation's construction of the Arcticar railcar non-infringing. A trial before a magistrate was held in 1991 and a ruling in favor of General American Transportation was issued in 1994. The District Court originally accepted the magistrate's ruling. The court's decision reverses the earlier ruling. -10- Item 6. Exhibits and Reports on Form 8-K. Page - ------------------------------------------ ---- (a) 10 Letter Agreement dated August 17, 1993 between William Chambers and the Corporation, file number 1-2328. Submitted to the SEC along with the electronic submission of this Quarterly Report on Form 10-Q. 11A Statement regarding computation of earnings per share. 13 11B Statement regarding computation of earnings per share assuming full dilution. 14 27 Financial Data Schedule for GATX Corporation for the quarter ended June 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- 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 11, 1995 -12- Exhibit 11A
GATX CORPORATION AND SUBSIDIARIES COMPUTATION OF NET INCOME PER SHARE OF COMMON STOCK AND COMMON STOCK EQUIVALENT In Millions, Except Per Share Amounts Three Months Six Months Ended June 30 Ended June 30 1995 1994 1995 1994 ---- ---- ---- ---- Average number of shares of Common Stock outstanding...... 20.0 19.9 19.9 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 .3 .3 .3 .3 ----- ---- ---- ---- Total.............................. 20.3 20.2 20.2 20.1 ===== ==== ==== ==== Net income......................... $ 29.9 $ 20.9 $ 55.6 $ 41.1 Deduct - Dividends paid and accrued on Preferred Stock............... 3.3 3.3 6.6 6.6 ------ ------ ------- ------ Net income, as adjusted............ $ 26.6 $ 17.6 $ 49.0 $ 34.5 ====== ====== ====== ======= Net income per share............... $ 1.31 $ .87 $ 2.42 $ 1.71 ====== ====== ====== =======
-13- Exhibit 11B
GATX CORPORATION AND SUBSIDIARIES COMPUTATION OF NET INCOME PER SHARE OF COMMON STOCK AND COMMON STOCK EQUIVALENT ASSUMING FULL DILUTION In Millions, Except Per Share Amounts Three Months Six Months Ended June 30 Ended June 30 1995 1994 1995 1994 ----- ---- ----- ---- Average number of shares used to compute primary earnings per share.. 20.3 20.2 20.2 20.1 Common Stock issuable upon assumed conversion of Preferred Stock....... 4.1 4.0 4.1 4.1 Total................................. 24.4 24.2 24.3 24.2 ===== ==== ===== ====== Net income as adjusted per primary computation........................ $ 26.6 $ 17.6 $ 49.0 $ 34.5 Add - Dividends paid and accrued on Preferred Stock.................... 3.3 3.3 6.6 6.6 ----- ----- ------ ------ Net income, as adjusted.............. $ 29.9 $ 20.9 $ 55.6 $ 41.1 ====== ====== ====== ====== Net income per share, assuming full dilution........................... $ 1.23 $ .87 $ 2.29 $ 1.70 ====== ====== ====== ====== -14-
EX-10 2 EXHIBIT 10 August 17, 1993 Mr. William Chambers 1242 N. Lake Shore Drive Apt. 15 Chicago, Illinois 60610 Dear Bill: It is a great pleasure to confirm Jim Glasser's offer of employment. He is delighted you will be joining GATX as Vice President, Human Resources on September 1st. Here are the key points of our discussion regarding compensation: 1. Your salary will be at the rate of $215,000 per year or $17,916.66 per month. 2. As discussed, your title will be Vice President, Human Resources and you will report to James J. Glasser, Chief Executive Officer, GATX. 3. Your annual bonus for the year 1993 will be prorated to coincide with your employment date of September 1, 1993. The proration will be 4/12 of a target bonus which is 40% of your base pay amount. Details of the plan and a write-up are available. 4. You are also eligible to participate in the Individual Performance Unit plan for corporate officers and subsidiary presidents who report to Jim Glasser. Details and a write-up of this plan is available through Gail Duddy, Director of Corporate Compensation. 5. At the Board of Directors' meeting in October, Jim Glasser will ask the Directors to approve a 12,000 share non-qualified stock option for you. This grant will be about 5,000 higher than the usual annual grant. 6. GATX will provide fees, dues and assessments for a downtown luncheon club and will also reimburse you for country club dues and expenses which are business related. 7. The position of Vice President, Human Resources includes the perk of a company car. In keeping with current IRS regulations, a portion of the value of that car will be imputed income to you. Our executive auto program covers car leasing costs, repair and maintenance, but does not include reimbursements for gasoline unless they are directly associated with business travel excluding normal commuting. William Chambers August 17, 1993 Page 2 8. Starting January 1, 1994 you will be eligible for one month's vacation every year. 9. Although your employment will be at will and terminable by either party at any time, GATX agrees that if, after such time as James J. Glasser ceases to be Chief Executive Officer of GATX and prior to the time you reach 65, should GATX terminate your employment other than for cause, death, disability or "change of control" (as such term is defined in the "Agreement for Continued Employment Following Change of Control or Disposition of a Subsidiary" entered into between you and GATX), GATX will pay to you, at the time of termination of your employment and in lieu of any other severance payments to which you would otherwise be entitled under GATX policies then in effect, a lump sum payment equal to the lesser of (1) twice your then current annual salary or (2) the amount of your then monthly salary multiplied by the number of months then remaining until you reach age 65, plus, in either case, an amount equal to the product of your then current annual salary times your "Target Percentage" (as that term is defined in GATX's Management Incentive Compensation Plan or any successor plan thereto). 10. Bill, you are eligible to receive financial and estate planning assistance not to exceed $5,000 in value each year in addition to a one-time expense of up to $2,500 for preparation of your will. 11. Your performance will be reviewed 18 months after your start date and any salary revision proposed will be reviewed and approved by the Compensation Committee of the Board of Directors. Bill, the above items are in addition to our regular but very attractive benefit package which includes life, medical and dental insurance, the GATX Pension Plan, and an Employee Savings (401k) plan. All of us are looking forward to working with you and non more enthusiastically than Jim Glasser. For the record, your signature on the copy attached to this letter will serve as confirmation of our agreement. Call me if there is any question. Sincerely, /s/ Roland I. Finkelman --------------------------- Roland I. Finkelman RIB/kbb Accepted /s/ William L. Chambers ------------------------------- William L. Chambers August 18, 1993 EX-11.A 3 Exhibit 11A
GATX CORPORATION AND SUBSIDIARIES COMPUTATION OF NET INCOME PER SHARE OF COMMON STOCK AND COMMON STOCK EQUIVALENT In Millions, Except Per Share Amounts Three Months Six Months Ended June 30 Ended June 30 1995 1994 1995 1994 ---- ---- ---- ------ Average number of shares of Common Stock outstanding...... 20.0 19.9 19.9 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 .3 .3 .3 .3 ---- ---- ---- ---- Total.............................. 20.3 20.2 20.2 20.1 ===== ==== ==== ==== Net income......................... $ 29.9 $ 20.9 $ 55.6 $ 41.1 Deduct - Dividends paid and accrued on Preferred Stock............... 3.3 3.3 6.6 6.6 ------ ------ ----- ----- Net income, as adjusted............ $ 26.6 $ 17.6 $ 49.0 $ 34.5 ====== ====== ====== ======= Net income per share............... $ 1.31 $ .87 $ 2.42 $ 1.71 ====== ====== ====== =======
-13- EX-11.B 4 Exhibit 11B
GATX CORPORATION AND SUBSIDIARIES COMPUTATION OF NET INCOME PER SHARE OF COMMON STOCK AND COMMON STOCK EQUIVALENT ASSUMING FULL DILUTION In Millions, Except Per Share Amounts Three Months Six Months Ended June 30 Ended June 30 1995 1994 1995 1994 ----- ----- ----- ----- Average number of shares used to compute primary earnings per share.. 20.3 20.2 20.2 20.1 Common Stock issuable upon assumed conversion of Preferred Stock....... 4.1 4.0 4.1 4.1 Total................................. 24.4 24.2 24.3 24.2 ===== ==== ===== ===== Net income as adjusted per primary computation........................ $ 26.6 $ 17.6 $ 49.0 $ 34.5 Add - Dividends paid and accrued on Preferred Stock.................... 3.3 3.3 6.6 6.6 ----- ----- ----- ------ Net income, as adjusted.............. $ 29.9 $ 20.9 $ 55.6 $ 41.1 ====== ====== ====== ====== Net income per share, assuming full dilution........................... $ 1.23 $ .87 $ 2.29 $ 1.70 ====== ====== ====== ======
-14- EX-27 5
5 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 financial statements. 1,000,000 6-MOS DEC-31-1995 JAN-01-1995 JUN-30-1995 38 0 857 98 0 0 3789 1493 3780 0 1915 0 0 0 699 3780 0 602 0 289 83 0 83 71 30 56 0 0 0 56 2.42 2.29 Not applicable because GATX has an unclassified balance sheet. This value consists of two components: Long-term debt of 1,668 million and Capital Lease Obligations of 247 million. Short-term debt is not included in this value. This value represents Operating Expenses on the Consolidated Income Statement. This value consists of The Provision for Depreciation and Amortization on the Consolidated Income Statement. This value represents Income Before Income Taxes and Equity in Net Earnings of Affiliated Companies.
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