Annual Report (Form 10-K), fiscal year 1994

Item 1. Business ---------------------
The principal business of GATX Capital Corporation and subsidiaries (the "Company") is to provide and arrange equipment leases and other loan financing. The Company also manages a portfolio of leased equipment for its own account and the account of others. GATX Capital Corporation is a wholly- owned subsidiary of GATX Corporation.
Item 2.



Item 2. Properties ----------------------
The Company leases all of its office space and owns no materially important physical properties other than those related directly to its investment portfolio. The Company's principal offices are rented under a twelve year lease expiring in 2003.
Item 3.

Item 3. Legal Proceedings ---------------------------------
There are no legal proceedings pending to which the Company is a party, other than routine litigation in the normal course of business of the Company. The Company believes that the outcome of any lawsuit or claim which is pending or threatened will not have a material adverse effect on its financial condition or operations.
Item 4.

Item 4. Submission of Matters to a Vote of Security Holders -------------------------------------------------------------------------
Omitted under provisions of the reduced disclosure format.
				 PART II
Item 5.

Item 5. Market for the Registrant's Common Stock and Related Stockholder ----------------------------------------------------------------------------- Matters --------
Not applicable. All common stock of the Registrant is held by GATX Corporation. Information regarding dividends is shown on the consolidated statements of income and reinvested earnings included in Item 8.
Item 6.

Item 6. Selected Financial Data ---------------------------------------
Omitted under provisions of the reduced disclosure format.
Item 7.

Item 7. Management's Discussion and Analysis of Financial Condition and ----------------------------------------------------------------------------- Results of Operations ---------------------
Incorporate herein by reference to the Annual Report, pages 19, 21, 22 and 25, included as Exhibit 13 of this document.
Item 8.


Item 8. Financial Statements and Supplementary Data -----------------------------------------------------
The following consolidated financial statements of GATX Capital Corporation, included in the 1994 Annual Report (Exhibit 13), are incorporated herein by reference (page references are to the Annual Report):
Consolidated Statements of Income and Reinvested Earnings 	Years Ended December 31, 1994, 1993 and 1992 Page 20
Consolidated Balance Sheets 	As of December 31, 1994 and 1993 Page 23
Consolidated Statements of Cash Flows 	Years Ended December 31, 1994, 1993 and 1992 Page 24
Notes to Consolidated Financial Statements Pages 26-33
Item 9.

Item 9. Changes in and Disagreements with Accountants on Accounting and ----------------------------------------------------------------------------- Financial Disclosure ---------------------
None.
				 PART III
Item 10(a). Directors of the Registrant ----------------------------------------------
Name Office Held Since Age ------- -------------- -------- ------- James J. Glasser Chairman of the Board 1971 60 Joseph C. Lane President and Director 1994 41 Alan C. Coe Executive Vice President 			and Director 1994 43 Jesse V. Crews Executive Vice President 		 	and Director 1994 42 David M. Edwards Director 1990 43 Frederick L. Hatton Executive Vice President 		 	and Director 1984 52 Ronald H. Zech Director 1984 51
Item 10(b). Executive Officers of the Registrant
Name Office Held Since Age ------- -------------- -------- ------- Joseph C. Lane President, Director, and 			 Chief Executive Officer 1994 41 				 Frederick L. Hatton Executive Vice President 			 and Director 1984 52 Alan C. Coe Executive Vice President 			 and Director 1994 43 Jesse V. Crews Executive Vice President 			 and Director 1994 42 Michael E. Cromar Vice President and Chief 			 Financial Officer 1994 47 Cal C. Harling Senior Vice President 1994 46 Robert J. Sammis Senior Vice President 1993 48 Thomas C. Nord Vice President, General Counsel, 			 and Secretary 1980 54 George R. Prince Vice President and Treasurer 1983 50 Curt F. Glenn Principal Accounting Officer, 1992 40 			Vice President and Controller Valerie C. Williams Vice President - Human Resources 1989 50
JOSEPH C. LANE, President, Director and Chief Executive Officer since 1994. Mr. Lane joined the Company in 1979 as a Financial Analyst and has served as District Manager, Regional Manager, Vice President, Senior Vice President and Executive Vice President. Mr. Lane was formerly Vice President - Corporate Finance for Rotan Mosle Investment Bankers (two years) and a member of the Yale University Development Faculty (three years). Mr. Lane currently serves as a Director of the Equipment Leasing Association Board. He received a BA from Yale University in 1975.
FREDERICK L. HATTON, Executive Vice President and Director since 1984. Mr. Hatton joined the Company in 1983 as Senior Vice President and President of GATX Air. He is currently responsible for GATX Airlog. Prior to 1983, he served as Vice President-Marketing for two years, and Executive Vice President for four years with International Air Service Company (IASCO). Prior to IASCO, Mr. Hatton served in a number of managerial capacities for Flying Tiger Lines. He received a BS from Yale University in 1964, an MS in aerospace management from the University of Southern California in 1971, and an MBA from the Wharton School in 1972. Mr. Hatton served as a U.S. Marine Corps fighter pilot from 1964 to 1970 including a tour in Vietnam.
ALAN C. COE, Executive Vice President and Director since 1994. Mr. Coe joined the Company in 1977 as a Financial Analyst and has held a variety of positions both domestically and internationally. Prior to 1977, Mr. Coe served as an officer in the United States Air Force (four years) and as Vice President - Corporate Finance - with Rotan Mosle in Houston, Texas (three years). Mr. Coe received a BA from Southern Methodist University in 1973 and his MBA from Golden Gate University in 1976.
JESSE V. CREWS, Executive Vice President and Director since 1994. Mr. Crews joined the Company in 1977 as a Financial Analyst and had a variety of positions, including Regional Manager of the Singapore (two years) and New Orleans/Houston (five years) offices before returning to San Francisco in 1985. He has been broadly responsible for the development of new business investment opportunities for the Company's own portfolio since 1986 and as head of the Corporate Finance Group from 1990 to 1994. Mr. Crews received a BA from Yale and an MBA from the University of Virginia.
MICHAEL E. CROMAR, Vice President and Chief Financial Officer since October 1994. Prior to joining GATX, Mr. Cromar was Vice President, Treasurer and Chief Financial Officer at The Harper Group, Inc., a San Francisco based international logistics services company (two years). Previously, he served S.A. Louis-Dreyfus & Cie., principally as Senior Vice President, Finance and Information, for Gearbulk Ltd. an industrial bulk shipping joint venture in Bergen, Norway (four years). From 1982 to 1988 (five years) he was corporate controller and a director of information technology for American President Companies, Ltd. From 1975, he held a variety of financial management positions with Natomas Co., an energy resources company. Mr. Cromar began his career with Touche Ross & Co. where he was a Certified Public Accountant. He received a BS degree in Business Administration in 1972 from the University of Utah and was an infantry officer in the U.S. Army, including service in Vietnam.
CAL C. HARLING, Senior Vice President since 1994. Mr Harling joined the Company in 1987 as Vice President, Technology Financing. Prior to 1987 Mr. Harling was an independent consultant for two years. Mr. Harling worked for Decimus Corporation, a subsidiary of BankAmerica Corporation, for ten years starting in 1975. While at Decimus Mr. Harling held various positions including Vice President of Vendor Operating Leasing, Vice President of Portfolio Management, and other management positions in systems development. Mr. Harling received a BS from California State University, Sacramento in 1973.
ROBERT J. SAMMIS, Senior Vice President - Corporate Development since 1993. Mr. Sammis joined the Company in 1975 as Associate Counsel. He has served as a Senior Vice President in charge of Equipment Management and as Managing Director, International. Mr. Sammis is a Fulbright scholar and, in that capacity, taught law at the University of Los Andes, Bogota, Columbia. Prior to joining the Company, he was with Pillsbury, Madison & Sutro as Associate Counsel. Mr. Sammis received a BA from the University of California and a JD from the University of Michigan.
THOMAS C. NORD, Vice President and General Counsel since 1980. Mr. Nord joined the Company as Associate Counsel in 1977 and became Assistant General Counsel in 1978. Prior to 1977, Mr. Nord served as Counsel for Charter New York Leasing, an affiliate of Irving Trust Company (three years), and as an Associate in the New York law firm of Seward and Kissel (five years). Mr. Nord received a BA from Northwestern University in 1962 and a JD from the University of North Carolina in 1969.
GEORGE R. PRINCE, Vice President and Treasurer since 1983. Mr. Prince joined the Company in 1981 as Assistant Vice President - Corporate Development. In 1983, he was promoted to Vice President and Treasurer. Prior to 1981, Mr. Prince was Vice President for Continental Bank. Mr. Prince received his BS in 1966 from Cornell University and MBA in 1968 from Michigan State.
CURT F. GLENN, Principal Accounting Officer, Vice President and Controller since 1992. Mr. Glenn joined the company in 1980 as Assistant Tax Manager, was appointed Tax Manager in 1985 and elected Vice President in 1989. Prior to joining the Company, Mr. Glenn was a Senior Tax Analyst at GATX Corporation (two years) and a Senior Tax Accountant with Trans Union Corporation (four years). Mr. Glenn received a B.S. in Accounting from DePaul University in 1977. Mr. Glenn is currently Chairman of the Federal Tax Committee of the Equipment Leasing Association of America.
VALERIE C. WILLIAMS, Vice President - Human Resources since 1989. Prior to joining GATX, Ms. Williams was President of VC Williams & Associates, a human resources consulting firm; was Director, Corporate Compensation and Incentives at Carson Pirie Scott & Co. and Consultant, Compensation with A.S. Hansen, Inc. Ms. Williams received her MBA from Lake Forest College in 1980.
Items 11, 12 & 13 ----------------------
Omitted under provisions of the reduced disclosure format.
				 PART IV
Item 14.







Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K --------------------------------------------------------------------------- (a) 1. Financial statements
The following consolidated financial statements of GATX Capital Corporation included in the Annual Report for the year ended December 31, 1994, are incorporated by reference in Item 8.
Consolidated Balance Sheets As of December 31, 1994 and 1993 Consolidated Statements of Income and Reinvested Earnings Years Ended December 31, 1994, 1993 and 1992 Consolidated Statements of Cash Flows Years Ended December 31, 1994, 1993 and 1992 Notes to Consolidated Financial Statements
2. Financial statement schedules
All financial statement schedules have been omitted because they are not applicable or because required information is provided in the financial statements, including the notes thereto, which are incorporated by reference in Item 8.
Item 14.(a) (continued) --------------------------- 3. Exhibits Required by Item 601 of Regulation S-K
Exhibit Number ----------- 3(a) Restated Certificate of Incorporation of the Company.(1) 3(b) By-laws of the Company.(2) 4(d) Term Loan Agreement between the Company and a Bank dated as of 	 December 26, 1990.(3) 10(a) Office Leases, Four Embarcadero Center, dated October 1, 1990 and 	 June 1, 1991, between the Company and Four Embarcadero Center 	 Venture.(3) 10(b) Tax Operating Agreement dated January 1, 1983 between GATX 	 Corporation and GATX Leasing Corporation.(4) 10(c) Preferred Stock and Tax Assumption program and Issuance of Common 	 Stock.(5) 10(d) Preferred Stock Redemption Agreement.(6) 10(e) Credit Agreement among the Company, the Subsidiaries listed in 	 Schedule II thereto, the Banks listed on the signature pages 	 thereto, and Chase Manhattan Bank, as agent for the Banks, 	 dated December 14, 1992.(7) 10(f) Credit Agreement among the Company, its two subsidiaries 		operating in Canada, and the Bank of Montreal, dated December 		14, 1992.(7) 10(g) Second Amendment, dated June 14, 1994, to Credit Agreement referred 		to in 10(f).(8) 10(h) Third Amendment, dated December 1, 1994, to Credit Agreement 		referred to in 10(f).(8) 10(i) Amendment No. 1, dated December 1, 1994, to Credit Agreement 		 referred to in 10(e).(8) 10(j) First Amendment, dated June 20, 1993, to Credit Agreement referred to in 10(f).(8) 12 Computation of Ratio of Earnings to Fixed Charges.(8) 13 Annual Report to Shareholder, pages 19-34.(8) 23 Consent of Independent Auditors.(8) 27 Financial Data Schedule.(8) 99 Listing of Medium Term Notes.(8)
The Registrant agrees to furnish to the Commission upon request a copy of each instrument with respect to issues of long-term debt of the Registrant the authorized principal amount of which does not exceed 10% of the total assets of Registrant.
(1) Incorporated by reference to Form 10-K filed with the Commission on 	 March 30, 1990. (2) Incorporated by reference to Registration Statement on Form S-1, as 	 amended, (file number 2-75467) filed with the Commission on 	 December 23, 1981, page II-4. (3) Incorporated by reference to Form 10-K filed with the Commission on 	 March 30, 1991. (4) Incorporated by reference to Form 10-K filed with the Commission on 	 March 28, 1983. (5) Incorporated by reference to Form 10-K filed with the Commission on 	 March 24, 1986. (6) Included in the Restated Certificate of Incorporation incorporated by 	 reference herein. (7) Incorporated by reference to Form 10-K filed with the Commission on 	 March 31, 1993. (8) Submitted to the Securities and Exchange Commission with the 	 electronic filing of this document.
Item 14(b). Reports on Form 8-K ----------------------------------------- No reports on Form 8-K have been filed during the last quarter of the period covered by this report.
Report of Independent Auditors
Board of Directors GATX Capital Corporation
We have audited the consolidated financial statements of GATX Capital Corporation (a wholly owned subsidiary of GATX Corporation) and subsidiaries listed in the accompanying index to financial statements (Item 14(a)). These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. 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 listed in the accompanying index to financial statements Item 14(a)) present fairly, in all material respects, the consolidated financial position of GATX Capital Corporation and subsidiaries at December 31, 1994 and 1993, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 1994, in conformity with generally accepted accounting principles.
In 1992, the Company changed its method of accounting for income taxes and postretirement benefits other than pensions effective January 1, 1992.
													 ERNST & YOUNG LLP
San Francisco, California January 24, 1995
				 SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 CAPITAL CORPORATION 													 (Registrant)
												 By /s/ Joseph C. Lane 													 ------------------------------ 												 Joseph C. Lane President, Director, and Chief Executive Officer
												 March 27, 1995
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.
By /s/ Joseph C. Lane By /s/ Michael E. Cromar ---------------------- --------------------------- Joseph C. Lane Michael E. Cromar President, Director, and Vice President and Chief Executive Officer Chief Financial Officer
Dated: March 27, 1995 Dated: March 27, 1995
By /s/ Curt F. Glenn By /s/ David M. Edwards ---------------- --------------------------- Curt F. Glenn David M. Edwards Principal Accounting Officer and Director Vice President & Controller
	Dated: March 27, 1995 Dated: March 27, 1995
By /s/ Jesse V. Crews By /s/ Alan C. Coe ----------------------- --------------------- Jesse V. Crews Alan C. Coe Executive Vice President Executive Vice President and Director and Director
	Dated: March 27, 1995 Dated: March 27, 1995