10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2010

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 1-2328

GATX Corporation

(Exact name of registrant as specified in its charter)

New York
(State of incorporation) 36-1124040
(I.R.S. Employer Identification No.)

222 West Adams Street
Chicago, Illinois 60606-5314
(Address of principal executive offices, including zip code)

(312) 621-6200
(Registrant’s telephone number, including area code)

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 þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No þ

As of June 30, 2010, 46.3 million common shares were outstanding.

GATX CORPORATION
FORM 10-Q
QUARTERLY REPORT FOR THE PERIOD ENDED JUNE 30, 2010

INDEX

Item No.	Page No.
Part I — FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets (Unaudited)		1
Consolidated Statements of Income (Unaudited)		2
Consolidated Statements of Cash Flows (Unaudited)		3
Notes to the Consolidated Financial Statements (Unaudited)		4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward Looking Statements		16
Business Overview		16
Discussion of Operating Results		17
Segment Operations		17
Cash Flow and Liquidity		26
Critical Accounting Policies		28
Non-GAAP Financial Information		28
Item 3. Quantitative and Qualitative Disclosures about Market Risk		28
Item 4. Controls and Procedures		28
Part II — OTHER INFORMATION
Item 1. Legal Proceedings		29
Item 1A. Risk Factors		29
Item 6. Exhibits		30
SIGNATURE		31
EXHIBIT INDEX		32
EX-31.A
EX-31.B
EX-32
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

GATX CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

($ in millions, except share data)

	June 30			December 31
	2010			2009
Assets
Cash and Cash Equivalents	$	29.3		$	41.7
Restricted Cash		31.6			33.2
Receivables
Rent and other receivables		73.5			68.7
Finance leases		301.7			309.7
Less: allowance for possible losses		(12.8	)		(13.4	)
		362.4			365.0
Operating Assets and Facilities
Rail (includes $123.7 relating to a consolidated VIE at June 30, 2010)		5,256.6			5,449.0
Specialty		258.6			245.4
ASC		387.2			380.2
Less: allowance for depreciation (includes $10.8 relating to a consolidated VIE at June 30, 2010)		(1,983.2	)		(2,041.3	)
		3,919.2			4,033.3
Investments in Affiliated Companies		454.8			452.2
Goodwill		86.8			97.5
Other Assets		198.9			183.5
Total Assets	$	5,083.0		$	5,206.4
Liabilities and Shareholders’ Equity
Accounts Payable and Accrued Expenses	$	115.9		$	123.0
Debt
Commercial paper and borrowings under bank credit facilities		101.3			70.8
Recourse		2,515.3			2,553.0
Nonrecourse (includes $63.3 relating to a consolidated VIE at June 30, 2010)		225.2			234.2
Capital lease obligations		52.0			54.8
		2,893.8			2,912.8
Deferred Income Taxes		728.9			730.6
Other Liabilities		299.5			337.4
Total Liabilities		4,038.1			4,103.8
Shareholders’ Equity
Preferred stock ($1.00 par value, 5,000,000 shares authorized, 16,816 and 17,046 shares of Series A and B $2.50 Cumulative Convertible Preferred Stock issued and outstanding as of June 30, 2010 and December 31, 2009, respectively, aggregate liquidation preference of $1.0)		*			*
Common stock ($0.625 par value, 120,000,000 authorized, 65,419,687 and 65,224,956 shares issued and 46,297,167 and 46,101,570 shares outstanding as of June 30, 2010 and December 31, 2009, respectively)		40.9			40.6
Additional paid in capital		619.9			616.8
Retained earnings		1,103.4			1,090.0
Accumulated other comprehensive loss		(159.0	)		(84.5	)
Treasury stock at cost (19,122,520 shares at June 30, 2010 and 19,123,386 at December 31, 2009)		(560.3	)		(560.3	)
Total Shareholders’ Equity		1,044.9			1,102.6
Total Liabilities and Shareholders’ Equity	$	5,083.0		$	5,206.4

* Less than $0.1 million.

The accompanying notes are an integral part of these consolidated financial statements.

1

GATX CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(in millions, except per share data)

	Three Months Ended				Six Months Ended
	June 30				June 30
	2010		2009		2010		2009
Gross Income
Lease income	$	213.7	$	223.1	$	434.9	$	455.9
Marine operating revenue		52.4		38.3		60.7		39.4
Asset remarketing income		3.9		7.7		18.3		22.1
Other income		18.2		13.8		37.9		28.4
Revenues		288.2		282.9		551.8		545.8
Share of affiliates’ earnings		6.6		5.9		24.9		7.4
Total Gross Income		294.8		288.8		576.7		553.2
Ownership Costs
Depreciation		55.1		55.4		106.8		106.5
Interest expense, net		41.2		43.3		83.8		84.8
Operating lease expense		34.8		33.6		69.4		67.5
Total Ownership Costs		131.1		132.3		260.0		258.8
Other Costs and Expenses
Maintenance expense		65.2		68.2		133.0		129.5
Marine operating expense		35.1		24.5		41.5		25.2
Selling, general and administrative		32.8		34.0		66.3		67.1
Other expense		5.4		10.1		24.4		13.4
Total Other Costs and Expenses		138.5		136.8		265.2		235.2
Income before Income Taxes		25.2		19.7		51.5		59.2
Income Taxes		3.7		7.0		11.3		18.9
Net Income	$	21.5	$	12.7	$	40.2	$	40.3
Per Share Data
Basic	$	0.47	$	0.27	$	0.87	$	0.85
Average number of common shares (in millions)		46.2		46.2		46.1		47.3
Diluted		0.46		0.27		0.86		0.83
Average number of common shares and common share equivalents (in millions)		46.7		48.3		47.1		49.3
Dividends declared per common share	$	0.28	$	0.28	$	0.56	$	0.56

The accompanying notes are an integral part of these consolidated financial statements.

2

GATX CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in millions)

	Six Months Ended
	June 30
	2010			2009
Operating Activities
Net income	$	40.2		$	40.3
Adjustments to reconcile income to net cash provided by operating activities:
Gains on sales of assets		(22.3	)		(11.4	)
Depreciation		112.1			111.0
Reversal of provision for losses		(0.3	)		(4.6	)
Asset impairment charges		5.4			5.7
Deferred income taxes		7.5			7.3
Share of affiliates’ earnings, net of dividends		1.8			(1.0	)
Change in income taxes payable		(5.2	)		0.3
Change in accrued operating lease expense		(33.1	)		(32.8	)
Employee benefit plans		(3.4	)		(8.9	)
Other		(16.7	)		(19.9	)
Net cash provided by operating activities		86.0			86.0
Investing Activities
Additions to operating assets and facilities		(115.5	)		(186.9	)
Investments in affiliates		(15.5	)		(3.3	)
Other		(0.1	)		(0.2	)
Portfolio investments and capital additions		(131.1	)		(190.4	)
Purchases of leased-in assets		—			(2.6	)
Portfolio proceeds		42.4			37.8
Proceeds from sales of other assets		14.5			9.8
Net decrease in restricted cash		1.7			4.0
Other		—			33.1
Net cash used in investing activities		(72.5	)		(108.3	)
Financing Activities
Net proceeds from issuances of debt (original maturities longer than 90 days)		259.1			337.9
Repayments of debt (original maturities longer than 90 days)		(293.0	)		(404.5	)
Net increase in debt with original maturities of 90 days or less		36.7			108.5
Payments on capital lease obligations		(2.9	)		(5.4	)
Stock repurchases		—			(55.1	)
Employee exercises of stock options		0.8			—
Cash dividends		(27.1	)		(26.5	)
Other		—			0.7
Net cash used in financing activities		(26.4	)		(44.4	)
Effect of Exchange Rate Changes on Cash and Cash Equivalents		0.5			(0.2	)
Net decrease in Cash and Cash Equivalents during the period		(12.4	)		(66.9	)
Cash and Cash Equivalents at beginning of period		41.7			102.2
Cash and Cash Equivalents at end of period	$	29.3		$	35.3

The accompanying notes are an integral part of these consolidated financial statements.

3

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1. Description of Business

     GATX Corporation (“GATX” or the “Company”) leases, operates and manages long-lived, widely used assets in the rail, marine and industrial equipment markets. GATX also invests in joint ventures that complement existing business activities. Headquartered in Chicago, Illinois, GATX has three financial reporting segments: Rail, Specialty and American Steamship Company (“ASC”).

NOTE 2. Basis of Presentation

     The accompanying unaudited consolidated financial statements of GATX Corporation and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by these accounting principles for complete financial statements. In the opinion of management, all adjustments (which are of a normal recurring nature) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2010, are not necessarily indicative of the results that may be achieved for the entire year ending December 31, 2010. In particular, ASC’s fleet is generally inactive for a significant portion of the first quarter of each year due to the winter conditions on the Great Lakes. In addition, the timing of asset remarketing income is dependent, in part, on market conditions and, therefore, does not occur evenly from period to period. For further information, refer to the consolidated financial statements and footnotes for the year ended December 31, 2009, as set forth in the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission (“SEC”).

Accounting Adjustment

     During the first quarter of 2010, the Company discovered a clerical error in the preparation of its Consolidated Balance Sheet as of December 31, 2009, and Consolidated Statement of Cash Flows for the quarter and year ended December 31, 2009. The error resulted in a $13.1 million overstatement in each of cash and cash equivalents; accounts payable and accrued expenses; and net cash provided by operating activities of continuing operations. Management has determined that the effect of this error is immaterial to prior periods and adjusted its Consolidated Balance Sheet and Consolidated Statement of Cash Flows in 2010 to correct this error.

Accounting Changes

     As of January 1, 2010, GATX adopted newly issued authoritative accounting guidance that revises the accounting and reporting for Variable Interest Entities (“VIEs”). The guidance requires that a qualitative and quantitative analysis be completed each reporting period to determine whether a VIE must be consolidated and further requires additional disclosures related to significant judgments and assumptions considered in the analysis and the nature of risks associated with the VIE. The application of this guidance had no impact on GATX’s financial position, results of operations or cash flows; however, as of the adoption date, certain existing investments were determined to be VIE’s and in one instance, GATX was determined to be the primary beneficiary of an entity that was previously consolidated. See Note 6 for additional details.

NOTE 3. Investments in Affiliated Companies

     Investments in affiliated companies represent investments in, and loans to and from, domestic and foreign companies and joint ventures that are in businesses similar to those of GATX, such as lease financing and related services for customers operating rail, marine and industrial equipment assets, as well as other business activities, including ventures that provide asset residual value guarantees in both domestic and foreign markets.

     Operating results for all affiliated companies, assuming GATX held a 100% interest, would be (in millions):

	Three Months Ended				Six Months Ended
	June 30				June 30
	2010		2009		2010		2009
Revenues	$	157.3	$	163.4	$	333.4	$	328.7
Pre-tax income reported by affiliates		11.0		11.8		42.1		9.9

4

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

NOTE 4. Fair Value Disclosure

     The following tables set forth GATX’s assets and liabilities that are measured at fair value on a recurring basis (in millions):

			Quoted Prices in
			Active Markets		Significant		Significant
			for Identical		Observable		Unobservable
	June 30,		Assets		Inputs		Inputs
	2010		(Level 1)		(Level 2)		(Level 3)
Assets
Interest rate derivatives (a)	$	17.9	$	—	$	17.9	$	—
Warrants and foreign exchange rate derivatives (b)		1.2		—		1.2		—
Available for sale equity securities		3.2		3.2		—		—
Liabilities
Interest rate derivatives (a)		6.3		—		6.3		—
Foreign exchange rate derivatives (b)		*		—		*		—

			Quoted Prices in
			Active Markets		Significant		Significant
			for Identical		Observable		Unobservable
	December 31,		Assets		Inputs		Inputs
	2009		(Level 1)		(Level 2)		(Level 3)
Assets
Interest rate derivatives (a)	$	15.6	$	—	$	15.6	$	—
Warrants and foreign exchange rate derivatives (b)		1.6		—		1.6		—
Available for sale equity securities		2.9		2.9		—		—
Liabilities
Interest rate derivatives (a)		4.2		—		4.2		—
Foreign exchange rate derivatives (b)		*		—		*		—

*	Less than $0.1 million
(a)	Designated as hedges
(b)	Not designated as hedges

     Available for sale equity securities are valued based on quoted prices in an active exchange market. Warrants and derivative contracts are valued using a pricing model with inputs (such as yield curves and credit spreads) that are observable in the market or can be derived principally from or corroborated by observable market data.

     In the first six months of 2010, GATX performed nonrecurring Level 3 fair value measurements for $3.5 million of rail assets with a carrying value of $8.9 million and recognized aggregate impairment losses of $5.4 million, which were included in other expense. The fair values were determined using discounted cash flow methodologies and third party appraisal data, as applicable. In the second quarter of 2010, impairment losses of $0.6 million (fair value of $0.5 million) were recorded related to scrapped wheelsets in Rail’s European fleet. In the first quarter of 2010, impairment losses of $4.8 million (fair value of $3.0 million) were recorded in connection with an Association of American Railroads industry-wide, regulatory mandate that resulted in a significant decrease to the expected economic life of 358 aluminum hopper railcars.

Derivative instruments

     GATX recognizes all derivative instruments at fair value and classifies them on the balance sheet as either other assets or other liabilities. Classification of derivative activity in the statements of income and cash flows is generally determined by the nature of the hedged item. Gains and losses on derivatives that are not accounted for as hedges are classified as other operating expenses and the related cash flows are included in cash flows from operating activities.

5

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

Although GATX does not hold or issue derivative financial instruments for purposes other than hedging, certain derivatives may not qualify for hedge accounting. Changes in the fair value of these derivatives are recognized in earnings immediately.

     Fair Value Hedges — GATX uses interest rate swaps to convert fixed rate debt to floating rate debt and to manage the fixed to floating rate mix of its debt obligations. For fair value hedges, changes in fair value of both the derivative and the hedged item are recognized in earnings as interest expense. As of June 30, 2010, and December 31, 2009, GATX had three instruments outstanding with aggregate notional amounts of $350.0 million and $385.0 million, respectively. As of June 30, 2010, these derivatives had maturities ranging from 2012-2015.

     Cash Flow Hedges — GATX uses interest rate swaps to convert floating rate debt to fixed rate debt and to manage the fixed to floating rate mix of its debt obligations. GATX also uses interest rate swaps and Treasury rate locks to hedge its exposure to interest rate risk on existing and anticipated transactions. As of June 30, 2010, and December 31, 2009, GATX had 13 instruments and 15 instruments outstanding, respectively, with aggregate notional amounts of $131.8 million and $243.5 million, respectively. As of June 30, 2010, these derivatives had maturities ranging from 2011-2015. Within the next 12 months, GATX expects to reclassify $6.5 million ($4.0 million after tax) of net losses on previously terminated derivatives from accumulated other comprehensive income (loss) to earnings. Amounts are reclassified when interest and operating expense related to the hedged risks affect earnings.

     Certain of GATX’s derivative instruments contain credit risk provisions that could require GATX to make immediate payment on net liability positions in the event that GATX defaulted on a certain portion of its outstanding debt obligations. The aggregate fair value of all derivative instruments with credit risk related contingent features that are in a liability position as of June 30, 2010, was $6.3 million. GATX is not required to post any collateral on its derivative instruments and does not expect the credit risk provisions to be triggered.

     Additionally, in the event that a counterparty fails to meet the terms of the interest rate swap agreement or a foreign exchange contract, GATX’s exposure is limited to the fair value of the swap if in GATX’s favor. GATX manages the credit risk of counterparties by transacting only with institutions that the Company considers financially sound and by avoiding concentrations of risk with a single counterparty. GATX considers the risk of non-performance by a counterparty to be remote.

     The income statement and other comprehensive income (loss) impacts of GATX’s derivative instruments were as follows (in millions):

		Three Months Ended						Six Months Ended
Derivative		June 30						June 30
Designation	Location of Gain (Loss) Recognized	2010			2009			2010			2009
Fair value hedges (a)	Interest expense	$	5.2		$	(5.5	)	$	7.7		$	(7.7	)
Cash flow hedges	Amount recognized in other comprehensive income (effective portion)		(4.8	)		9.9			(8.2	)		15.0
Cash flow hedges	Amount reclassified from accumulated other comprehensive loss to interest expense (effective portion)		(1.9	)		(1.1	)		(3.7	)		(2.2	)
Cash flow hedges	Amount reclassified from accumulated other comprehensive loss to operating lease expense (effective portion)		(0.4	)		(0.2	)		(0.8	)		(0.4	)
Cash flow hedges	Amount recognized in other expense (ineffective portion)		(0.1	)		0.1			(0.1	)		(0.4	)

(a) Equally offsetting the amount recognized in interest expense was the fair value adjustment relating to the underlying debt.

6

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

Other Financial Instruments

     The carrying amounts of cash and cash equivalents, restricted cash, money market funds, rent and other receivables, accounts payable, commercial paper and bank credit facilities approximate fair value due to the short maturity of those instruments. The following table sets forth the carrying amounts and fair values of GATX’s other financial instruments as of (in millions):

	June 30, 2010				December 31, 2009
	Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value
Assets
Investment Funds	$	9.2	$	12.1	$	10.5	$	11.2
Liabilities
Convertible notes	$	—	$	—	$	41.9	$	50.1
Recourse fixed rate debt		2,175.6		2,344.1		2,174.3		2,253.0
Recourse floating rate debt		339.7		336.9		336.8		334.5
Nonrecourse debt		225.2		240.3		234.2		249.7

NOTE 5. Commercial Commitments

     In connection with certain investments or transactions, GATX has entered into various commercial commitments, such as guarantees and standby letters of credit, which could potentially require performance in the event of demands by third parties. Similar to GATX’s balance sheet investments, these guarantees expose GATX to credit, market and equipment risk; accordingly, GATX evaluates its commitments and other contingent obligations using techniques similar to those used to evaluate funded transactions.

     The following table sets forth GATX’s commercial commitments as of (in millions):

	June 30		December 31
	2010		2009
Affiliate guarantees	$	36.7	$	38.1
Asset residual value guarantees		47.7		49.5
Lease payment guarantees		54.3		59.2
Other		—		77.8
Total guarantees (a)		138.7		224.6
Standby letters of credit and bonds		10.7		13.8
	$	149.4	$	238.4

(a) At June 30, 2010, the recorded value of GATX’s guarantees was a liability of $7.7 million. The expirations of these guarantees range from 2010 to 2019.

     Affiliate guarantees generally involve guaranteeing repayment of the financing utilized to acquire or lease in assets and are in lieu of making direct equity investments in the affiliate. GATX is not aware of any event of default which would require it to satisfy these guarantees and expects the affiliates to generate sufficient cash flow to satisfy their lease and loan obligations.

     Asset residual value guarantees represent GATX’s commitment to third parties that an asset or group of assets will be worth a specified amount at the end of a lease term. GATX earns an initial fee for providing these asset value guarantees, which is amortized into income over the guarantee period. Upon disposition of the assets, GATX receives a share of any proceeds in excess of the amount guaranteed and such residual sharing gains are recorded in asset remarketing income. If at the end of the lease term, the net realizable value of the asset is less than the guaranteed amount, any liability resulting from GATX’s performance pursuant to the residual value guarantee will be reduced by the value realized from disposition of the asset. Asset residual value guarantees include those related to assets of affiliated companies.

     Lease payment guarantees represent GATX’s guarantees to financial institutions of finance and operating lease payments to unrelated parties in exchange for a fee. Any liability resulting from GATX’s performance pursuant to the lease payment guarantees will be reduced by the value realized from the underlying asset or group of assets.

7

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

     Other in 2009 consisted of GATX’s potential reimbursement obligation to Airbus S.A.S. (“Airbus”) for amounts Airbus may have been required to pay to GATX Flightlease Aircraft Company Ltd., a joint venture partially owned by GATX (“GFAC”), in connection with an aircraft purchase contract entered into by GFAC and Airbus in 2001. The aircraft purchase contract and other agreements relating thereto were the subject of various litigation proceedings, which were resolved in the second quarter of 2010. See Note 13 for additional information.

     GATX and its subsidiaries are also parties to standing letters of credit and bonds primarily related to workers’ compensation and general liability insurance coverages. No material claims have been made against these obligations. At June 30, 2010, GATX does not expect any material losses to result from these off balance sheet instruments since performance is not anticipated to be required.

NOTE 6. Variable Interest Entities

     GATX determines whether an entity is a VIE based on the sufficiency of the entity’s equity and whether the equity holders have the characteristics of a controlling financial interest. To determine if it is the primary beneficiary of a VIE, GATX assesses whether it has the power to direct the activities that most significantly impact the economic performance of the VIE and the obligation to absorb losses or the right to receive benefits that may be significant to the VIE. These determinations are both qualitative and quantitative in nature and require certain judgments and assumptions about the VIEs forecasted financial performance and the volatility inherent in those forecasted results. GATX evaluates new investments for VIE determination and regularly reviews all existing entities for any events that may result in an entity becoming a VIE or in GATX becoming the primary beneficiary of an existing VIE.

     GATX is the primary beneficiary of a consolidated VIE related to a structured lease financing for a portfolio of railcars because it has the power to direct the significant activities of the VIE through its ownership of the equity interests in the transaction. The carrying amounts of assets and liabilities of the VIE that GATX consolidates were as follows (in millions):

	June 30
	2010
Operating assets, net of accumulated depreciation (a)	$	112.9
Nonrecourse debt		63.3

(a) All operating assets are pledged as collateral on the nonrecourse debt

     GATX is also involved with other entities determined to be VIEs for which GATX is not the primary beneficiary. These VIEs primarily relate to operating leases, leveraged leases and certain investments in affiliates. These VIEs are involved in railcar and equipment leasing activities and have been financed through a mix of equity investments, loans from equity investors and third party lending arrangements. GATX determined that it is not the primary beneficiary of these VIEs because it does not have the power to direct the activities that most significantly impact the entities’ economic performance. For certain investments in affiliates determined to be VIEs, GATX concluded that power was shared among the affiliate partners based on the terms of the relevant joint venture agreements, which require approval of all partners for significant decisions involving the VIE.

     The carrying amounts and maximum exposure to loss with respect to VIEs that GATX does not consolidate were as follows (in millions):

	June 30, 2010				December 31, 2009
	Net		Maximum		Net		Maximum
	Carrying		Exposure		Carrying		Exposure
	Amount		to Loss		Amount		to Loss
Investments in affiliates (a)	$	70.8	$	77.5	$	42.1	$	50.2
Leveraged leases		73.2		73.2		73.4		73.4
Other investment		1.0		1.0		1.0		1.0
Total	$	145.0	$	151.7	$	116.5	$	124.6

(a) The difference between the carrying value and the maximum exposure to loss relates to GATX’s guarantee of an affiliate’s lease obligation that runs through 2016.

8

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

NOTE 7. Comprehensive Income

     The components of comprehensive income (loss) were as follows (in millions):

	Three Months Ended					Six Months Ended
	June 30					June 30
	2010			2009		2010			2009
Net income	$	21.5		$	12.7	$	40.2		$	40.3
Other comprehensive (loss) income, net of taxes:
Foreign currency translation (loss) gain		(57.3	)		18.4		(72.5	)		(16.8	)
Unrealized gain (loss) on securities		0.1			—		0.7			(0.5	)
Unrealized (loss) gain on derivative instruments		(5.4	)		5.7		(4.5	)		2.5
Post retirement benefit plans		0.9			0.2		1.8			0.3
Comprehensive (loss) income	$	(40.2	)	$	37.0	$	(34.3	)	$	25.8

NOTE 8. Share-Based Compensation

     In the first six months of 2010, GATX granted 368,700 stock appreciation rights (“SARs”), 74,440 restricted stock units, 75,730 performance shares, and 14,080 phantom stock units. For the three and six months ended June 30, 2010, total share-based compensation expense was $1.6 million ($1.0 million after tax) and $3.4 million ($2.1 million after tax), respectively. For the three and six months ended June 30, 2009, total share-based compensation expense was $1.3 million ($0.9 million after tax) and $3.1 million ($2.0 million after tax), respectively.

     The weighted average estimated fair value of GATX’s 2010 SAR awards and underlying assumptions thereof are noted in the table below. The vesting period for the 2010 SAR grant is three years, with 1/3 vesting after each year.

	2010
Weighted average fair value of SAR award	$	11.13
Annual dividend	$	1.12
Expected life of the SAR, in years		4.3
Risk free interest rate		2.0	%
Dividend yield		4.3	%
Expected stock price volatility		41.78	%

NOTE 9. Income Taxes

     GATX’s effective tax rate was 22% for the six months ended June 30, 2010, compared to 32% for the six months ended June 30, 2009. In the current year, GATX’s liability for unrecognized tax benefits was reduced by $3.7 million in connection with the close of various federal and foreign tax audits. In 2009, a change in the functional currency tax election of a foreign wholly-owned subsidiary resulted in the recognition of a $2.4 million deferred tax benefit. Excluding the effect of these tax benefits from each year, GATX’s effective tax rate for the first six months of 2010 and 2009 was 29% and 36%, respectively. The difference between the 2010 and 2009 effective tax rates was driven by variability in the mix of domestic and foreign sourced pre-tax income, which are taxed at different rates.

     As of June 30, 2010, GATX’s gross liability for unrecognized tax benefits totaled $51.7 million, which, if fully recognized, would decrease income tax expense by $33.0 million ($30.9 million net of federal tax).

9

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

NOTE 10. Pension and Other Post-Retirement Benefits

     The components of pension and other post-retirement benefit costs for the three months ended June 30, 2010 and 2009, were as follows (in millions):

							2010 Retiree		2009 Retiree
	2010 Pension			2009 Pension			Health and		Health and
	Benefits			Benefits			Life		Life
Service cost	$	1.4		$	1.2		$	0.1	$	—
Interest cost		5.5			5.9			0.6		0.7
Expected return on plan assets		(8.3	)		(7.6	)		—		—
Amortization of:
Unrecognized prior service credit		(0.3	)		(0.3	)		—		—
Unrecognized net actuarial loss (gain)		1.7			0.7			—		(0.1	)
Net costs (a)	$	—		$	(0.1	)	$	0.7	$	0.6

     The components of pension and other post-retirement benefit costs for the six months ended June 30, 2010 and 2009, were as follows (in millions):

							2010 Retiree		2009 Retiree
	2010 Pension			2009 Pension			Health and		Health and
	Benefits			Benefits			Life		Life
Service cost	$	2.8		$	2.4		$	0.2	$	—
Interest cost		11.0			11.8			1.2		1.4
Expected return on plan assets		(16.6	)		(15.2	)		—		—
Amortization of:
Unrecognized prior service credit		(0.6	)		(0.6	)		—		—
Unrecognized net actuarial loss (gain)		3.4			1.4			—		(0.2	)
Net costs (a)	$	—		$	(0.2	)	$	1.4	$	1.2

(a) The amounts reported herein are based on estimated annual costs. Actual annual costs for the year ending December 31, 2010, may differ from these estimates.

NOTE 11. Convertible Debt

     In January 2010, GATX called the remaining outstanding balance of its convertible notes for redemption. As a result, the holders of the notes exercised their conversion options and GATX paid $41.9 million for the principal balance and issued 140,904 shares for the intrinsic value. Additionally, accrued interest of $0.1 million was forfeited upon conversion and reclassified to additional paid in capital.

NOTE 12. Earnings Per Share

     Basic earnings per share were computed by dividing net income available to common shareholders by the weighted average number of shares of common stock outstanding during each period. Shares issued or reacquired during the period, if applicable, were weighted for the portion of the period that they were outstanding. Diluted earnings per share give effect to the impact of potentially dilutive securities, including convertible preferred stock, employee stock options/SARs, restricted stock and convertible debt.

10

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

     The following table sets forth the computation of basic and diluted net income per common share (in millions, except per share amounts):

	Three Months Ended				Six Months Ended
	June 30				June 30
	2010		2009		2010		2009
Numerator:
Net income	$	21.5	$	12.7	$	40.2	$	40.3
Less: Dividends paid and accrued on preferred stock		*		*		*		*
Numerator for basic earnings per share — income available to common shareholders	$	21.5	$	12.7	$	40.2	$	40.3
Effect of dilutive securities:
Add: Dividends paid and accrued on preferred stock		*		*		*		*
After-tax interest expense on convertible securities		—		0.4		0.2		0.7
Numerator for diluted earnings per share — income available to common shareholders	$	21.5	$	13.1	$	40.4	$	41.0
Denominator:
Denominator for basic earnings per share — weighted average shares		46.2		46.2		46.1		47.3
Effect of dilutive securities:
Equity compensation plans		0.4		0.3		0.4		0.2
Convertible preferred stock		0.1		0.1		0.1		0.1
Convertible securities		—		1.7		0.5		1.7
Denominator for diluted earnings per share — adjusted weighted average and assumed conversion		46.7		48.3		47.1		49.3
Basic earnings per share	$	0.47	$	0.27	$	0.87	$	0.85
Diluted earnings per share	$	0.46	$	0.27	$	0.86	$	0.83

* Less than $0.1 million.

NOTE 13. Legal Proceedings and Other Contingencies

     Various legal actions, claims assessments and other contingencies arising in the ordinary course of business are pending against GATX and certain of its subsidiaries. These matters are subject to many uncertainties, and it is possible that some of these matters could ultimately be decided, resolved or settled adversely. For a discussion of these matters, please refer to Note 22 to the Company’s consolidated financial statements as set forth in GATX’s Annual Report on Form 10-K for the year ended December 31, 2009. Except as noted below, there have been no material changes or developments in these matters.

Polskie Koleje Panstwowe S.A. v. DEC sp. z o.o.

     In December 2005, Polskie Koleje Panstwowe S.A. (“PKP”) filed a complaint, Polskie Koleje Panstwowe S.A. v. DEC sp. z o.o., in the Regional Court in Warsaw, Poland against DEC sp. z o.o. (“DEC”), an indirect wholly owned subsidiary of the Company currently named GATX Rail Poland, sp. z o.o. The complaint alleges that, prior to GATX’s acquisition of DEC in 2001, DEC breached a Conditional Sales Agreement (the “Agreement”) to purchase shares of Kolsped S.A. (“Kolsped”), an indirect subsidiary of PKP. The allegedly breached condition required DEC to obtain a release of Kolsped’s ultimate parent company, PKP, from its guarantee of Kolsped’s promissory note securing a $9.8 million bank loan. Pursuant to an amendment to the Agreement, DEC satisfied this condition by providing PKP with a blank promissory note (the “DEC Note”) and a promissory note declaration which allowed PKP to fill in the DEC Note up to $10 million in the event a demand was made upon it as guarantor of Kolsped’s note to the bank (the “Kolsped Note”). In May 1999, the then current holder of the Kolsped Note, a bank (“Bank”), sued PKP under its guarantee. PKP lost the DEC Note and therefore did not use it to satisfy the guarantee, and the Bank ultimately secured a judgment against PKP in 2002. PKP also failed to notify DEC of the Bank’s lawsuit while the lawsuit was pending.

     After exhausting its appeals of the judgment entered against it, PKP filed suit against DEC in December 2005, alleging that DEC failed to fulfill its obligation to release PKP as a guarantor of the Kolsped Note and is purportedly liable to

11

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

PKP, as a third party beneficiary of the Agreement. DEC has filed an answer to the complaint denying the material allegations and raising numerous defenses, including, among others, that: (i) the Agreement did not create an actionable obligation, but rather was a condition precedent to the purchase of shares in Kolsped; (ii) DEC fulfilled that condition by issuing the DEC Note, which was subsequently lost by PKP and redeemed by a Polish court; (iii) PKP was not a third party beneficiary of the Agreement; and (iv) the action is barred by the governing limitations period. The first day of trial was held on March 5, 2008, and the second and final day of trial was held on December 7, 2009. On February 16, 2010, the court issued a written opinion in favor of DEC and rejecting all of PKP’s claims. An appeal by PKP is pending.

     As of June 30, 2010, PKP’s claims for damages totaled PLN 134 million, or $39.5 million, which consists of the principal amount, interest and costs allegedly paid by it to the Bank and statutory interest. Statutory interest would be assessed only if the Court of Appeals, or the trial court on remand, ultimately awards damages to PKP, in which case interest would be assessed on the amount of the award from the date of filing of the claim in December 2005, to the date of the award. The Company has recorded an accrual of $15.5 million for this litigation pending final resolution on appeal. While the ultimate resolution of this matter for an amount in excess of this accrual is possible, the Company believes that any such excess would not be material to its financial position or liquidity. However, such resolution could have a material adverse effect on the results of operations in a particular quarter or fiscal year.

Viareggio Derailment

     On June 29, 2009, a train consisting of fourteen liquefied petroleum gas (“LPG”) tank cars owned by GATX Rail Austria GmbH (an indirect subsidiary of the Company, “GATX Rail Austria”) and its subsidiaries derailed while passing through the city of Viareggio, Italy. Five tank cars overturned and one of the overturned cars was punctured, resulting in a release of LPG, which subsequently ignited. Thirty-two people died and others were injured in the fire, which also resulted in property damage. The LPG tank cars were leased to FS Logistica S.p.A., a subsidiary of the Italian state-owned railway, Ferrovie dello Stato S.p.A (the “Italian Railway”). The cause of the accident is currently under investigation by various Italian authorities. Due to the ongoing nature of the investigation, many of the facts about the accident have not been made available to GATX Rail Austria, although certain Italian authorities have asserted that the derailment was a result of a structural failure in a wheelset on one of the tank cars. GATX Rail Austria and its subsidiaries have offered their cooperation to the authorities who are investigating the accident. GATX Rail Austria has received notices of claims from approximately 246 persons and companies who allegedly suffered damages as a result of the accident. The Company and its subsidiaries maintain insurance for losses related to property damage and personal injury, and the Company’s insurers are working cooperatively with the insurer for the Italian Railway to adjust and settle claims. During the second quarter of 2010, one claimant commenced a civil case against GATX Rail Austria in the Court of Lucca, Italy, seeking damages for personal injuries and property damage resulting from the accident. The Company’s insurers and the insurer for the Italian Railway have reached an agreement with the plaintiff to settle the case for an immaterial amount. The Company cannot predict either the outcome of the ongoing investigations by the Italian authorities or what other legal proceedings, if any, may be initiated against GATX Rail Austria, its subsidiaries or personnel, and therefore the Company cannot reasonably estimate the loss or range of loss (including defense costs), if any, that may ultimately be incurred in connection with this accident. The Company has not established any accruals for potential liability related to this accident.

Flightlease Litigation

     In 1999, GATX Third Aircraft Corporation (“Third Aircraft”), an indirect wholly-owned subsidiary of GATX Financial Corporation (“GFC”, which merged into GATX in 2007), entered into a joint venture agreement with Flightlease Holdings (Guernsey) Ltd. (“FHG”), an indirect wholly-owned subsidiary of the SAirGroup, and formed a joint venture entity, GATX Flightlease Aircraft Company Ltd. (“GFAC”) to purchase a number of aircraft. In September 1999, GFAC entered into an agreement (the “GFAC Agreement”) with Airbus S.A.S. (“Airbus”) and by October 1, 2001, GFAC had ordered a total of 41 aircraft (the “GFAC Aircraft”) from Airbus and had made aggregate unutilized pre-delivery payments (“PDPs”) to Airbus of approximately $227.6 million. Subsequently, on October 4, 2001, the joint venture partners entered into an agreement (the “Split Agreement”) pursuant to which the parties agreed (i) to divide responsibility for the GFAC Aircraft, (ii) to allocate the PDPs between them in the amounts of approximately $77.8 million to Third Aircraft and approximately $149.8 million to FHG and (iii) that each would enter into separate agreements with Airbus to purchase its allocated aircraft or equivalent aircraft (such aircraft allocated to Third Aircraft being the “GATX Allocated Aircraft”). Subsequently, GFC and an affiliate of Airbus entered into a new purchase agreement for the GATX Allocated Aircraft (the “GATX Agreement”) and GFC received a credit of $77.8 million of the PDPs towards the acquisition of the aircraft. In connection with the GATX Agreement, on October 9, 2001, GFC entered into an agreement with Airbus and agreed, among other things, that in certain specified circumstances it would pay to Airbus an amount up to $77.8 million, which Airbus was required to pay to GFAC in reimbursement of PDPs paid by GFAC with respect to the GATX Allocated Aircraft (the “October 9, 2001 Agreement”).

12

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

Under the Split Agreement, FHG was to take the benefit of the remaining PDPs allocated to it (approximately $149.8 million) and enter into a new contract with Airbus but, following SAirGroup’s bankruptcy, FHG did not enter into such a contract, and Airbus then declared GFAC in default and retained the approximately $149.8 million in PDPs held by it as damages.

     On October 10, 2005, GFAC filed a complaint in the Supreme Court of the State and County of New York against Airbus alleging that Airbus’ termination of the GFAC Agreement was wrongful and seeking restitution and damages in an unspecified amount in the “millions of dollars.” On December 7, 2005, FHG, acting by its liquidators (the “FHG Liquidators”), filed a motion to intervene and an accompanying complaint, which was granted on February 16, 2006 (the “Airbus Action”).

     On October 14, 2005, the FHG Liquidators filed a complaint in the United States District Court for the Northern District of California, purportedly as a derivative complaint on behalf of GFAC, against GFC, Third Aircraft, and Mr. James H. Morris and Mr. Alan M. Reinke, then officers of a division of GFC (the “FHG Action”). The complaint alleged that Messrs. Morris and Reinke, as directors of GFAC, breached their fiduciary duties and that GFC and Third Aircraft knowingly assisted such breaches, thereby depriving GFAC of assets. The complaint seeks damages in an amount including, but not necessarily limited to, approximately $227.6 million. In certain specified circumstances, Messrs. Morris and Reinke are indemnified against losses they suffer or incur as a result of their service as GFAC directors. The Company maintained that there was no valid basis for any claim made by the FHG Liquidators in the complaint against GFC, Third Aircraft, and/or Messrs. Morris and Reinke.

     The parties to the FHG Action entered into a Tolling and Standstill Agreement (the “Tolling Agreement”) in October of 2006 which, among other things, provides for a standstill of claims or potential claims until the conclusion of the Airbus Action described above. The Tolling Agreement did not resolve the merits or liability for (or against) any claims nor require payment of any monetary damages by any party to another party.

     On February 6, 2009, the New York Court in the Airbus Action issued an opinion that granted the FHG Liquidators’ motion for summary judgment on liability, holding that Airbus’s termination of the GFAC Agreement was a breach of the agreement. This ruling was affirmed on a motion for reconsideration.

     On November 26, 2009, Airbus served GATX with formal notice of its claims arising out of the October 9, 2001 Agreement. Airbus claimed that as a result of the filing of the Airbus Action by GFAC, GATX breached its obligations in the October 9, 2001 Agreement not to dispute or procure a dispute by GFAC over Airbus’ termination of the GFAC Purchase Agreement. Airbus sought to recover from GATX all losses and damages incurred in the Airbus Action, including the full amount of the judgment entered against it. Airbus alternatively alleged that GATX must reimburse it for an amount up to $77.8 million dollars if Airbus were ultimately ordered to pay the total amount of PDPs to GFAC in the Airbus Action. Airbus raised additional claims against GATX, including unjust enrichment and breach of implied covenants of good faith and fair dealing. GATX responded by denying the claims and raising numerous defenses including that in light of the New York Court’s February 6, 2009, decision finding that Airbus breached the GFAC Agreement, GATX had no obligation to reimburse Airbus under the October 9, 2001 Agreement or the GFAC Agreement.

     In May 2010, Airbus, the FHG Liquidator, GFAC, GFAC’s remaining directors, GATX, and all related parties reached a global settlement of all the above-described claims, matters, and lawsuits, including the exchange of full and complete releases. GATX was not required to make any payments as part of the global settlement and received a settlement payment in an immaterial amount. The matter is now fully concluded.

NOTE 14. Financial Data of Business Segments

     The financial data presented below depicts the profitability, financial position and capital expenditures of each of GATX’s business segments.

      GATX leases, operates and manages long-lived, widely used assets in the rail, marine and industrial equipment markets. GATX also invests in joint ventures that complement existing business activities. Headquartered in Chicago, Illinois, GATX has three financial reporting segments: Rail, Specialty and ASC.

      Rail is principally engaged in leasing tank and freight railcars and locomotives. Rail provides railcars primarily pursuant to full-service leases, under which it maintains the railcars, pays ad valorem taxes and insurance, and provides other ancillary services. Rail also offers net leases for railcars and most of its locomotives, in which case the lessee is responsible

13

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

for maintenance, insurance and taxes.

     Specialty provides leasing, asset remarketing and asset management services to the marine and industrial equipment markets. Specialty offers operating leases, direct finance leases and loans, and extends its market reach through joint venture investments.

     ASC owns and operates the largest fleet of U.S. flagged self-unloading vessels on the Great Lakes, providing waterborne transportation of dry bulk commodities for a range of industrial customers.

     Segment profit is an internal performance measure used by the Chief Executive Officer to assess the performance of each segment in a given period. Segment profit includes all revenues, including earnings from affiliates, attributable to the segments as well as ownership and operating costs that management believes are directly associated with the maintenance or operation of the revenue earning assets. Operating costs include maintenance costs, marine operating costs and other operating costs such as litigation, asset impairment charges, provisions for losses, environmental costs, and asset storage costs. Segment profit excludes selling, general and administrative expenses, income taxes and certain other amounts not allocated to the segments. These amounts are included in Other.

     GATX allocates debt balances and related interest expense to each segment based upon a pre-determined fixed recourse leverage level expressed as a ratio of recourse debt (including off balance sheet debt) to equity. The leverage levels for Rail, Specialty and ASC are set at 4:1, 3:1 and 1.5:1, respectively. Management believes that by utilizing this leverage and interest expense allocation methodology, each operating segment’s financial performance reflects appropriate risk-adjusted borrowing costs.

     The following tables present certain segment data for the three and six months ended June 30, 2010 and 2009 (in millions):

											GATX
	Rail			Specialty		ASC		Other			Consolidated
Three Months Ended June 30, 2010
Profitability
Revenues	$	217.8		$	16.3	$	53.4	$	0.7		$	288.2
Share of affiliates’ earnings		(4.7	)		11.3		—		—			6.6
Total gross income		213.1			27.6		53.4		0.7			294.8
Ownership costs		113.8			11.6		5.5		0.2			131.1
Other costs and expenses		69.9			1.5		38.8		(4.5	)		105.7
Segment profit	$	29.4		$	14.5	$	9.1	$	5.0			58.0
SG&A												32.8
Income before income taxes											$	25.2
Capital Expenditures
Portfolio investments and capital additions	$	40.4		$	13.5	$	5.4	$	1.6		$	60.9
Selected Balance Sheet Data at June 30, 2010
Investments in affiliated companies	$	109.1		$	345.7	$	—	$	—		$	454.8
Identifiable assets	$	4,008.4		$	695.7	$	285.9	$	93.0		$	5,083.0
Three Months Ended June 30, 2009
Profitability
Revenues	$	228.4		$	14.6	$	39.3	$	0.6		$	282.9
Share of affiliates’ earnings		(3.5	)		9.4		—		—			5.9
Total gross income		224.9			24.0		39.3		0.6			288.8
Ownership costs		112.2			12.2		5.5		2.4			132.3
Other costs and expenses		68.4			4.5		29.8		0.1			102.8
Segment profit	$	44.3		$	7.3	$	4.0	$	(1.9	)		53.7
SG&A												34.0
Income before income taxes											$	19.7
Capital Expenditures
Portfolio investments and capital additions	$	101.5		$	3.4	$	3.4	$	2.8		$	111.1
Selected Balance Sheet Data at December 31, 2009
Investments in affiliated companies	$	120.9		$	331.3	$	—	$	—		$	452.2
Identifiable assets	$	4,157.7		$	672.9	$	269.2	$	106.6		$	5,206.4

14

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

											GATX
	Rail			Specialty		ASC		Other			Consolidated
Six Months Ended June 30, 2010
Profitability
Revenues	$	454.5		$	33.7	$	62.7	$	0.9		$	551.8
Share of affiliates’ earnings		3.9			21.0		—		—			24.9
Total gross income		458.4			54.7		62.7		0.9			576.7
Ownership costs		227.5			22.8		7.6		2.1			260.0
Other costs and expenses		152.2			5.3		45.6		(4.2	)		198.9
Segment profit	$	78.7		$	26.6	$	9.5	$	3.0			117.8
SG&A												66.3
Income before income taxes											$	51.5
Capital Expenditures
Portfolio investments and capital additions	$	88.5		$	33.1	$	7.0	$	2.5		$	131.1
Six Months Ended June 30, 2009
Profitability
Revenues	$	462.8		$	40.7	$	41.5	$	0.8		$	545.8
Share of affiliates’ earnings		(12.4	)		19.8		—		—			7.4
Total gross income		450.4			60.5		41.5		0.8			553.2
Ownership costs		225.6			23.3		7.7		2.2			258.8
Other costs and expenses		137.3			6.9		25.0		(1.1	)		168.1
Segment profit	$	87.5		$	30.3	$	8.8	$	(0.3	)		126.3
SG&A												67.1
Income before income taxes											$	59.2
Capital Expenditures
Portfolio investments and capital additions	$	172.0		$	7.6	$	6.6	$	4.2		$	190.4

15

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward Looking Statements

     This document contains statements that may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and are subject to the safe harbor provisions of those sections and the Private Securities Litigation Reform Act of 1995. Some of these statements may be identified by words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “predict,” “project” or other words and terms of similar meaning. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, including those described in GATX’s Annual Report on Form 10-K for the year ended December 31, 2009, and other filings with the Securities and Exchange Commission (“SEC”), and that actual results or developments may differ materially from those in the forward-looking statements. Specific factors that might cause actual results to differ from expectations include, but are not limited to, general economic, market, regulatory and political conditions in the rail, marine, industrial and other industries served by GATX and its customers; lease rates, utilization levels and operating costs in GATX’s primary operating segments; conditions in the capital markets; changes in GATX’s credit ratings and financing costs; regulatory rulings that may impact the economic value and operating costs of assets; costs associated with maintenance initiatives; competitive factors in GATX’s primary markets including lease pricing and asset availability; changes in loss provision levels within GATX’s portfolio; impaired asset charges that may result from changing market conditions or portfolio management decisions implemented by GATX; the opportunity for remarketing income; the outcome of pending or threatened litigation; and other factors. Given these risks and uncertainties, readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis, judgment, belief or expectation only as of the date hereof. GATX has based these forward-looking statements on information currently available and disclaims any intention or obligation to update or revise these forward-looking statements to reflect subsequent events or circumstances.

Business Overview

     This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” is based on financial data derived from the financial statements prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) and certain other financial data that is prepared using non-GAAP components. For a reconciliation of these non-GAAP components to the most comparable GAAP components, see Non-GAAP Financial Measures at the end of this Item.

     GATX Corporation leases, operates and manages long-lived, widely used assets in the rail, marine and industrial equipment markets. GATX also invests in joint ventures that complement existing business activities. Headquartered in Chicago, Illinois, GATX has three financial reporting segments: Rail, Specialty and American Steamship Company (“ASC”).

     Operating results for the six months ended June 30, 2010, are not necessarily indicative of the results that may be achieved for the entire year ending December 31, 2010. For further information, refer to GATX’s Annual Report on Form 10-K, as filed with the SEC, which contains the Company’s consolidated financial statements for the year ended December 31, 2009.

16

DISCUSSION OF OPERATING RESULTS

     Net income was $40.2 million or $0.86 per diluted share for the first six months of 2010 compared to net income of $40.3 million or $0.83 per diluted share for the first six months of 2009. The 2010 results include a net benefit of $2.5 million or $0.05 per diluted share in aggregate after tax income related to the favorable resolution of a litigation matter and a reversal of an income tax accrual, partially offset by unrealized losses related to certain interest rate swaps at GATX’s European Rail affiliate AAE Cargo A.G. (“AAE”). Results for the first six months of 2009 include $18.3 million or $0.37 per diluted share of unrealized losses related to the AAE interest rate swaps.

     Net income was $21.5 million or $0.46 per diluted share for the second quarter of 2010 compared to net income of $12.7 million or $0.27 per diluted share for the second quarter of 2009. Results for the second quarter of 2010 include a net benefit of $3.3 million or $0.07 per diluted share in aggregate after tax income related to the favorable resolution of a litigation matter and a reversal of an income tax accrual, partially offset by unrealized losses related to certain interest rate swaps at AAE. Second quarter 2009 results include $6.7 million or $0.14 per diluted share of unrealized losses related to the previously mentioned interest rate swaps at AAE.

     Total investment volume was $131.1 million for the first six months of 2010 compared to $190.4 million for the first six months of 2009.

     The following table presents a financial summary of GATX’s operating segments (in millions, except per share data):

	Three Months Ended						Six Months Ended
	June 30						June 30
	2010			2009			2010			2009
Gross Income
Rail	$	213.1		$	224.9		$	458.4		$	450.4
Specialty		27.6			24.0			54.7			60.5
ASC		53.4			39.3			62.7			41.5
Total segment gross income		294.1			288.2			575.8			552.4
Other		0.7			0.6			0.9			0.8
Consolidated Gross Income	$	294.8		$	288.8		$	576.7		$	553.2
Segment Profit
Rail	$	29.4		$	44.3		$	78.7		$	87.5
Specialty		14.5			7.3			26.6			30.3
ASC		9.1			4.0			9.5			8.8
Total Segment Profit		53.0			55.6			114.8			126.6
Less:
Selling, general and administrative expenses		32.8			34.0			66.3			67.1
Unallocated interest expense, net		0.3			2.5			2.3			2.4
Other income and expense, including eliminations		(5.3	)		(0.6	)		(5.3	)		(2.1	)
Income taxes		3.7			7.0			11.3			18.9
Net Income	$	21.5		$	12.7		$	40.2		$	40.3
Basic earnings per share	$	0.47		$	0.27		$	0.87		$	0.85
Diluted earnings per share	$	0.46		$	0.27		$	0.86		$	0.83

Return on Equity

     GATX’s return on equity (“ROE”) is shown for the trailing twelve months ended June 30:

	2010			2009
ROE		7.7	%		12.3	%

Segment Operations

     Segment profit is an internal performance measure used by the Chief Executive Officer to assess the performance of

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each segment in a given period. Segment profit includes all revenues, including affiliate earnings, attributable to the segments as well as ownership and operating costs that management believes are directly associated with the maintenance or operation of the revenue earning assets. Operating costs include maintenance costs, marine operating costs, and other operating costs such as litigation, asset impairment charges, provisions for losses, environmental costs and asset storage costs. Segment profit excludes selling, general and administrative expenses, income taxes and certain other amounts not allocated to the segments. These amounts are discussed below in Other.

     GATX allocates debt balances and related interest expense to each segment based upon a pre-determined, fixed recourse leverage level expressed as a ratio of recourse debt (including off balance sheet debt) to equity. The leverage levels for Rail, Specialty and ASC are set at 4:1, 3:1 and 1.5:1, respectively. Management believes that by utilizing this leverage and interest expense allocation methodology, each operating segment’s financial performance reflects appropriate risk-adjusted borrowing costs.

Rail

     Current economic conditions continue to negatively affect Rail’s financial performance; however, railcar leasing activity in North America has improved from 2009 levels. Utilization increased to 96.5% compared to 96.0% at the end of the first quarter and 96.0% at June 30, 2009. Lease rates on renewals and assignments during the quarter were generally higher in absolute terms; however, lower than the expiring rates. The average lease renewal rate on cars in the GATX Lease Price Index (LPI) (see definition below) decreased 18.6% from the average expiring lease rate, compared to decreases of 15.2% for the first quarter and 9.8% for the second quarter of 2009. Rail entered 2010 with approximately 17,200 cars on leases scheduled to expire during the year, of which approximately 4,000 expired in the current quarter. Rail’s commercial team has effectively deployed railcars despite significant idle railcar capacity in the industry; however, renewing leases at rates below expiring rates is expected to continue to have a negative effect on lease income in the near term. Lease terms on renewals for cars in the LPI averaged 36 months in the current quarter, compared to 31 months for the first quarter and 36 months in the second quarter of 2009. Rail continues to focus on shortening lease term in the current pricing environment in anticipation of an eventual market recovery. In Europe, Rail’s wholly-owned tank car fleet has been less volatile due to its concentration in the more stable petroleum market. Fleet utilization at the end of the current quarter was 94.4%, flat with the first quarter and down from 95.6% at the end of the second quarter of 2009. AAE, which serves the freight railcar markets, continued to experience pressure on lease rates and fleet utilization. During the first six months of 2010, Rail’s investment volume was $88.5 million, compared to $172.0 million in 2009.

     Components of Rail’s operating results are outlined below (in millions):

	Three Months Ended						Six Months Ended
	June 30						June 30
	2010			2009			2010		2009
Gross Income
Lease income	$	200.3		$	209.0		$	405.2	$	425.5
Asset remarketing income		0.3			6.5			12.8		11.2
Other income		17.2			12.9			36.5		26.1
Revenues		217.8			228.4			454.5		462.8
Affiliate earnings		(4.7	)		(3.5	)		3.9		(12.4	)
		213.1			224.9			458.4		450.4
Ownership Costs
Depreciation		47.5			47.4			95.1		93.6
Interest expense, net		31.8			31.5			63.5		65.1
Operating lease expense		34.5			33.3			68.9		66.9
		113.8			112.2			227.5		225.6
Other Costs and Expenses
Maintenance expense		61.5			62.9			128.9		124.1
Other costs		8.4			5.5			23.3		13.2
		69.9			68.4			152.2		137.3
Segment profit	$	29.4		$	44.3		$	78.7	$	87.5

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GATX Lease Price Index

     The GATX Lease Price Index is an internally generated business indicator that measures general lease rate pricing on renewals within Rail’s North American fleet. The index reflects the weighted average lease rate for a select group of railcar types that Rail believes to be representative of its overall North American fleet. The LPI measures the percentage change between the weighted average renewal lease rate and the weighted average expiring lease rate. Average renewal term reflects the weighted average renewal lease term in months.

Rail’s Fleet Data

     The following table summarizes certain fleet data for Rail’s North American railcars for the quarters indicated:

	June 30			September 30			December 31			March 31			June 30
	2009			2009			2009			2010			2010
Beginning balance		112,326			111,154			111,206			110,870			108,918
Cars added		711			1,478			774			346			434
Cars scrapped		(1,056	)		(1,302	)		(1,108	)		(1,026	)		(726	)
Cars sold		(827	)		(124	)		(2	)		(1,272	)		—
Ending balance		111,154			111,206			110,870			108,918			108,626
Utilization rate at quarter end		96.0	%		95.9	%		95.9	%		96.0	%		96.5	%
Average active railcars		107,633			106,376			106,551			105,461			104,530
Average active railcars — year to date		108,695			N/A			N/A			N/A			105,057

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     The following table summarizes certain fleet data for Rail’s European railcars for the quarters indicated:

	June 30			September 30			December 31			March 31			June 30
	2009			2009			2009			2010			2010
Beginning balance		19,886			20,000			20,005			20,033			20,321
Cars added		124			91			100			288			15
Cars scrapped or sold		(10	)		(86	)		(72	)		—			(34	)
Ending balance		20,000			20,005			20,033			20,321			20,302
Utilization rate at quarter end		95.6	%		94.7	%		94.7	%		94.4	%		94.4	%
Average active railcars		19,125			19,045			18,987			19,117			19,198
Average active railcars — year to date		19,141			N/A			N/A			N/A			19,155

     The following table summarizes certain fleet data for Rail’s North American locomotives for the quarters indicated:

	June 30			September 30			December 30			March 31			June 30
	2009			2009			2009			2010			2010
Beginning balance		565			536			523			529			535
Locomotives added		—			—			6			6			1
Locomotives scrapped or sold		(29	)		(13	)		—			—			—
Ending balance		536			523			529			535			536
Utilization rate at quarter end		88.1	%		90.1	%		89.8	%		90.3	%		98.1	%
Average active locomotives		480			471			472			479			517
Average active locomotives — year to date		491			N/A			N/A			N/A			500

Rail’s Lease Income

     Components of Rail’s lease income are outlined below (in millions):

	Three Months Ended				Six Months Ended
	June 30				June 30
	2010		2009		2010		2009
North American railcars	$	158.5	$	166.4	$	319.1	$	342.0
European railcars		33.6		34.6		69.9		67.4
Locomotives		8.2		8.0		16.2		16.1
	$	200.3	$	209.0	$	405.2	$	425.5

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Comparison of the First Six Months of 2010 to the First Six Months of 2009

Segment Profit

     Rail’s segment profit for the first six months of 2010 and 2009 reflects unrealized losses of $5.9 million and $21.8 million, respectively, representing the change in the fair value of certain interest rate swaps at AAE. Excluding the unrealized losses, Rail’s segment profit decreased $24.7 million, primarily due to lower North American lease income, higher maintenance costs in Europe and higher asset impairment charges, partially offset by higher scrapping gains.

Gross Income

     Lease income in North America decreased $22.9 million, primarily due to an average of approximately 3,600 fewer cars on lease resulting from lease end returns and car sales. In Europe, a $2.5 million increase in lease income was driven primarily by higher rates on new railcar placements and the foreign exchange effects of a weaker U.S. Dollar. Asset remarketing income increased $1.6 million due to higher railcar sales in the current year. Other income was $10.4 million higher, primarily due to higher scrapping gains, income from an end-of-lease settlement and higher repair revenue, which was largely offset in maintenance expense. Share of affiliates’ earnings was $16.3 million higher, primarily due to a $15.9 million decrease in unrealized losses on interest rate swaps at AAE. Excluding the unrealized losses, share of affiliates’ earnings was $0.4 million higher primarily due to an affiliate asset remarketing gain, partially offset by lower operating earnings at AAE.

     AAE holds multiple derivative instruments to hedge interest rate risk associated with forecasted floating rate debt issuances. These instruments do not qualify for hedge accounting and as a result, changes in their fair values are recognized currently in income. The unrealized losses recognized were primarily driven by declines in benchmark interest rates. AAE’s earnings may be impacted by future unrealized gains or losses associated with these instruments.

Ownership Costs

     Ownership costs increased $1.9 million as higher costs resulting from investment volume were largely offset by reduced interest expense due to lower interest rates. The mix of ownership costs compared to 2009 was impacted by a $45.7 million sale and leaseback of railcars in 2009.

Other Costs and Expenses

     In North America, maintenance costs were $0.8 million lower, primarily due to lower railroad repair volumes, largely offset by higher costs and higher customer liability repairs. In Europe, maintenance costs were $5.6 million higher, primarily due to higher material costs and repair volumes, the absence of a manufacturer’s warranty reimbursement received in the prior year and the foreign exchange effects of a weaker U.S. Dollar.

     Other costs were $10.1 million higher, primarily due to the absence of a net $2.5 million benefit recorded in 2009 upon the restructuring of a lease contract with a customer that declared bankruptcy, higher net remeasurement losses on non-functional currency denominated assets and liabilities, higher storage fees and higher asset impairment charges. Asset impairment charges in the current year primarily consisted of a $4.8 million charge in North America resulting from an American Association of Railroads industry-wide regulatory mandate that resulted in a significant decrease to the expected economic life of 358 GATX aluminum hopper railcars. In the prior year, an asset impairment charge in North America of $4.4 million was offset by the reversal of a $6.9 million provision for losses, each attributable to the previously noted lease restructuring.

Comparison of the Second Quarter 2010 to the Second Quarter 2009

Segment Profit

     Rail’s segment profit for the second quarter of 2010 and 2009 reflects unrealized losses of $5.0 million and $7.5 million, respectively, representing the change in the fair value of certain interest rate swaps at AAE. Excluding the unrealized losses, Rail’s segment profit for the second quarter of 2010 was $17.4 million lower, primarily due to lower North American lease and asset remarketing income, partially offset by higher scrapping gains.

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Gross Income

     Lease income in North America decreased $7.9 million, primarily due to an average of 3,100 fewer cars on lease. Lease income in Europe was $1.0 million lower, primarily due to the foreign exchange effects of a stronger U.S. Dollar. Asset remarketing income decreased $6.2 million, primarily due to fewer railcars sold. Other income was $4.3 million higher, primarily due to higher scrapping gains and higher repair revenue, which was largely offset in maintenance expense. Share of affiliates’ earnings was $1.2 million lower than the prior year period. The current period includes a $5.0 million unrealized loss on interest rate swaps at AAE compared to a $7.5 million unrealized loss in 2009. Excluding the losses from both periods, share of affiliates’ earnings was $3.7 million lower due to lower operating earnings at AAE.

Ownership Costs

     Ownership costs were $1.6 million higher, primarily due to higher depreciation and interest expense resulting from prior year investment volume, partially offset by the effect of lower interest rates. The mix of ownership costs compared to 2009 was impacted by a $45.7 million sale and leaseback of railcars in 2009.

Other Costs and Expenses

     In North America, maintenance costs increased $0.2 million, largely due to higher per car costs and customer liability repairs, partially offset by lower railroad repair volumes and lower revision expenses. In Europe, maintenance costs were $1.6 million lower primarily due to the capitalization of $3.4 million of replacement wheelsets that were expensed in the first quarter, partially offset by higher repair volumes and revision expenses.

     Other costs were $2.9 million higher in the current period, primarily due to the absence of a net $2.5 million benefit recorded in 2009 upon the restructuring of a lease contract with a customer that declared bankruptcy.

Rail Regulatory Update

     An immaterial number of railcars owned by GATX Rail Austria GmbH (an indirect subsidiary of the Company, “GATX Rail Austria”) and its subsidiaries, continue to be affected by restrictions on their movement imposed by the Italian rail safety authorities. The restrictions are focused on certain wheelsets of the type installed on one of the railcars involved in the June 29, 2009, accident in the city of Viareggio, Italy. (See Note 13 to the consolidated financial statements for further information on the accident.) However, due to the small number of cars that are affected, the Company does not believe that these restrictions will have a material impact on the Company’s financial position or results of operations.

     Consistent with recent changes in European railcar industry practices and regulatory directives announced after the Viareggio accident, GATX Rail Austria and its subsidiaries are implementing a modified wheelset inspection program, which includes installation of new wheelsets in certain cases. Future industry actions and regulatory directives may require further modifications of the maintenance and inspection practices of GATX Rail Austria and its subsidiaries. GATX Rail Austria and its subsidiaries will continue to incur higher maintenance expenses in the near term as implementation of the wheelset program proceeds. The full scope and cost of any potential future maintenance initiatives, in addition to the modified wheelset inspection program, are not known at this time. The Company does not currently expect that the costs associated with the modified wheelset inspection program and other potential initiatives will be material to the Company’s financial position or liquidity. However, any such costs could have a material adverse effect on the results of operations in a particular quarter or fiscal year.

Specialty

     Specialty’s total asset base, including off balance sheet assets, was $699.4 million at June 30, 2010, compared to $676.9 million at December 31, 2009, and $609.9 million at June 30, 2009. Investment volume was $33.1 million in the first six months of 2010 compared to $7.6 million in the prior year period. Investments in 2010 primarily consisted of $17.2 million of equipment and $15.5 million in affiliates. Specialty continues to evaluate investment opportunities in a disciplined manner, focusing on targeted asset types, asset cost and appropriate risk adjusted returns. Marine market conditions remain under pressure due to decreased demand for transport services as well as a greater number of vessels serving these markets. Specialty’s aircraft engine leasing affiliate continues to produce positive operating results.

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     Components of Specialty’s operating results are outlined below (in millions):

	Three Months Ended				Six Months Ended
	June 30				June 30
	2010		2009		2010		2009
Gross Income
Lease income	$	12.4	$	13.0	$	27.7	$	28.3
Asset remarketing income		3.6		1.2		5.5		10.9
Other income		0.3		0.4		0.5		1.5
Revenues		16.3		14.6		33.7		40.7
Affiliate earnings		11.3		9.4		21.0		19.8
		27.6		24.0		54.7		60.5
Ownership Costs
Depreciation		4.3		4.9		8.4		9.8
Interest expense, net		6.9		6.9		13.7		12.7
Operating lease expense		0.4		0.4		0.7		0.8
		11.6		12.2		22.8		23.3
Other Costs and Expenses		1.5		4.5		5.3		6.9
Segment profit	$	14.5	$	7.3	$	26.6	$	30.3

Specialty’s Portfolio Data

     The following table summarizes information on the owned and managed Specialty portfolio (in millions):

	June 30		September 30		December 31		March 31		June 30
	2009		2009		2009		2010		2010
Net book value of owned assets (a)		609.9		677.0		676.9		694.6		699.4
Net book value of managed portfolio		269.2		262.3		251.9		247.3		228.1

(a) Includes off balance sheet assets

Comparison of the First Six Months of 2010 to the First Six Months of 2009

Segment Profit

     Specialty’s segment profit for the first six months of 2010 was $3.7 million lower than the prior year, primarily due to lower asset remarketing income.

Gross Income

     Lease income was comparable to the prior year as modest differences in income resulted primarily from the timing of new investments and asset dispositions. Asset remarketing income decreased $5.4 million, reflective of reduced secondary market activity. Share of affiliates’ earnings increased $1.2 million, primarily due to a marine affiliate asset remarketing gain and higher aircraft engine leasing income, partially offset by net lower operating income from marine affiliates.

Ownership Costs

     Ownership costs were comparable as higher interest expense resulting from investment volume was largely offset by lower depreciation expense due to sales of operating assets.

Other Costs and Expenses

     Other costs and expenses decreased $1.6 million, primarily due to lower provisions for losses and asset impairment charges.

23

Comparison of the Second Quarter of 2010 to the Second Quarter of 2009

Segment Profit

     Specialty’s segment profit for the second quarter of 2010 was $7.2 million higher than the prior year, primarily due to higher asset remarketing income and affiliate earnings and lower other costs and expenses.

Gross Income

     Lease income was slightly lower as lower income from pooled barges was largely offset by income from new operating lease investments. Asset remarketing income was $2.4 million higher, primarily due to higher residual sharing gains. Share of affiliates’ earnings increased $1.9 million, primarily due to a marine affiliate asset remarketing gain, partially offset by lower operating income from marine affiliates.

Ownership Costs

     Ownership costs were slightly lower, primarily due to the absence of depreciation expense from sold operating assets.

Other Costs and Expenses

     Other costs and expenses decreased $3.0 million, primarily due to lower provisions for losses and asset impairment charges.

ASC

     The Great Lakes dry bulk transportation market entered 2010 with significant uncertainty after experiencing record lows in 2009 in terms of volume of commodities transported, driven by the capacity reductions in the steel industry and the resultant decline in demand for iron ore. An increase in economic activity in 2010 led to a partial recovery in steel production and a significant increase in demand for iron ore. However, ASC’s outlook for the balance of 2010 is less certain as domestic steel mills have given indications that their production may be scaled back. As a result, demand for iron ore may decline in the second half of 2010.

     ASC is operating 13 vessels in 2010 compared to 9 vessels in the prior year. In the first six months of 2010, ASC carried 9.6 million net tons of freight compared to 6.5 million net tons carried in the comparable period of 2009. The current year increase primarily reflects increased transport of iron ore tonnage relating to the previously noted increased demand for this commodity.

     Components of ASC’s operating results are outlined below (in millions):

	Three Months Ended					Six Months Ended
	June 30					June 30
	2010		2009			2010		2009
Gross Income
Marine operating revenues	$	52.4	$	38.3		$	60.7	$	39.4
Lease income		1.0		1.1			2.0		2.1
Other income		—		(0.1	)		—		—
		53.4		39.3			62.7		41.5
Ownership costs
Depreciation		3.3		3.1			3.3		3.1
Interest expense, net		2.2		2.4			4.3		4.6
		5.5		5.5			7.6		7.7
Other Costs and Expenses
Maintenance expense		3.7		5.3			4.1		5.4
Marine operating expense		35.1		24.5			41.5		25.2
Other costs		—		—			—		(5.6	)
		38.8		29.8			45.6		25.0
Segment profit	$	9.1	$	4.0		$	9.5	$	8.8

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Comparison of the First Six Months of 2010 to the First Six Months of 2009

Segment Profit

     ASC’s segment profit for the first six months of 2010 was $0.7 million higher than the prior year. The prior year results included the receipt of a $5.6 million litigation settlement. Excluding the impact of the litigation settlement, the increase from the prior year was primarily due to significantly higher freight volume and lower maintenance expense.

Gross Income

     Gross income increased $21.2 million, primarily due to significantly higher iron ore freight volume, higher freight rates and higher fuel surcharges (which are offset in operating expenses).

Ownership Costs

     Ownership costs between the two periods were comparable.

Other Costs and Expenses

     Maintenance costs decreased $1.3 million due to a more conservative strategy of staging vessels for service in 2010 due to the uncertain operating environment. Marine operating expenses increased $16.3 million, primarily due to increased shipping activity in 2010. Other costs in 2009 reflect the receipt of a litigation settlement.

Comparison of the Second Quarter of 2010 to the Second Quarter of 2009

Segment Profit

     ASC’s segment profit for the second quarter of 2010 was $5.1 million higher than the prior year, primarily due to significantly higher freight volume and lower maintenance expense.

Gross Income

     Gross income increased $14.1 million, primarily due to significantly higher iron ore freight volume, higher freight rates and higher fuel surcharges (which are offset in operating expenses).

Ownership Costs

     Ownership costs between the two periods were comparable.

Other Costs and Expenses

     Maintenance costs decreased $1.6 million due to a more conservative strategy of staging vessels for service in 2010 due to the uncertain operating environment. Marine operating expenses increased $10.6 million, primarily due to increased shipping activity in 2010.

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Other

     Other is comprised of selling, general and administrative expenses (“SG&A”), unallocated interest expense and miscellaneous income and expense not directly associated with the reporting segments and eliminations.

     Components of Other are outlined below (in millions):

	Three Months Ended						Six Months Ended
	June 30						June 30
	2010			2009			2010			2009
Selling, general and administrative expenses	$	32.8		$	34.0		$	66.3		$	67.1
Unallocated interest expense, net		0.3			2.5			2.3			2.4
Other income and expense, including eliminations		(5.3	)		(0.6	)		(5.3	)		(2.1	)
Income taxes		3.7			7.0			11.3			18.9

     SG&A for the first six months of 2010 was comparable to the prior year period. SG&A for the second quarter of 2010 was $1.2 million lower, primarily due to the foreign exchange effects of a stronger U.S. Dollar. Unallocated interest expense (the difference between external interest expense and amounts allocated to the reporting segments in accordance with assigned leverage targets) for the first six months of 2010 was comparable to the prior year period and for the second quarter of 2010 was $2.2 million lower than the prior year period. This decrease was primarily due to the timing of debt issuances and investment spending in the prior year quarter. Other income and expense for the first six months and second quarter of 2010 primarily reflects a $6.5 million benefit from the resolution of a litigation matter, partially offset by a $2.0 million addition to an environmental reserve related to a sold facility. Other income and expense for the first six months of 2009 primarily consists of the reversal of a non-income tax accrual.

Income Taxes

     GATX’s effective tax rate was 22% for the six months ended June 30, 2010, compared to 32% for the six months ended June 30, 2009. In the current year, GATX’s liability for unrecognized tax benefits was reduced by $3.7 million in connection with the close of various federal and foreign tax audits. In 2009, a change in the functional currency tax election of a foreign wholly-owned subsidiary resulted in the recognition of a $2.4 million deferred tax benefit. Excluding the effect of the tax benefits from each year, GATX’s effective tax rate for the first six months of 2010 and 2009 was 29% and 36%, respectively. The difference between the 2010 and 2009 effective tax rates was driven by variability in the mix of domestic and foreign sourced pre-tax income, which are taxed at different rates.

Cash Flow and Liquidity

     GATX generates a significant amount of cash from its operating activities and proceeds from its investment portfolio, which is used to service debt, pay dividends, and fund portfolio investments and capital additions. Cash flows from operations and portfolio proceeds are impacted by changes in working capital and the timing of asset dispositions. As a result, cash flow components will vary materially from quarter to quarter and year to year. As of June 30, 2010, GATX had unrestricted cash balances of $29.3 million.

     Net cash provided by operating activities was $86.0 million for each of the first six months of 2010 and 2009 as increased distributions from affiliates in 2010 largely offset lower lease income. Additionally, in the first quarter of 2010, GATX discovered a clerical error in the preparation of its Consolidated Statement of Cash Flows for the fourth quarter of 2009, resulting in a $13.1 million overstatement of net cash provided by operating activities for the year ending December 31, 2009. Management has determined that the effect of this error is immaterial to prior periods and adjusted its Consolidated Statement of Cash Flows in 2010 to correct this error.

     Portfolio investments and capital additions for the first six months of 2010 totaled $131.1 million, a decrease of $59.3 million from the prior year. Rail investments in 2010 were $88.5 million and Specialty investments were $33.1 million.

     Portfolio proceeds totaled $42.4 million for the first six months of 2010, an increase of $4.6 million from the prior year. The increase was primarily due to higher sales of wholly-owned equipment in 2010 compared to higher residual sharing proceeds in the prior period. Proceeds from sales of other assets were $14.5 million for the first six months of 2010 and $9.8 million for the first six months of 2009 and primarily consisted of cash received from the scrapping of railcars. Other

26

proceeds for the first six months of 2009 consisted of $33.1 million received from the partial liquidation of a money market fund investment.

     GATX funds its investments and meets its debt, lease and dividend obligations through available cash balances, cash generated from operating activities, portfolio proceeds, sales of other assets, commercial paper issuances, committed revolving credit facilities and the issuance of secured and unsecured debt. Cash from operations and commercial paper issuances are the primary sources of cash used to fund daily operations. GATX utilizes both domestic and international capital markets and banks for its debt financing needs.

     Proceeds from the issuance of debt for the first six months of 2010 were $259.1 million (net of hedges and debt issuance costs). Debt repayments of $293.0 million for the first six months of 2010 primarily consisted of debt maturities and the repayment of convertible debt principal.

     In the first six months of 2009, 2.8 million shares were repurchased for $55.1 million. These purchases were made under the Company’s $200 million share repurchase program and as of June 30, 2010, $68.6 million of authorization remains. There were no stock repurchases in the first six months of 2010.

     GATX has a $550 million unsecured revolving credit facility that matures in May 2012. As of June 30, 2010, availability under the facility was $476.1 million, with $64.4 million of commercial paper outstanding and $9.5 million of letters of credit issued, both of which are backed by the facility.

     The $550 million revolving credit facility contains various restrictive covenants, including requirements to maintain a fixed charge coverage ratio and an asset coverage test. The indentures for GATX’s public debt contain limitation on liens provisions that limit the amount of secured indebtedness that GATX may incur, subject to several exceptions, including those permitting an unlimited amount of purchase money indebtedness and nonrecourse indebtedness. The loan agreements for certain of GATX’s wholly-owned European Rail subsidiaries (collectively, “GRE”) also contain restrictive covenants, including leverage and cash flow covenants specific to those subsidiaries, restrictions on making loans and limitations on the ability of these subsidiaries to repay loans to certain related parties (including GATX) and to pay dividends to GATX. The covenants relating to loans and dividends effectively limit the ability of GRE to transfer funds to GATX. GATX does not anticipate any covenant violations nor does it anticipate that any of these covenants will restrict its operations or its ability to procure additional financing. As of June 30, 2010, GATX was in compliance with all covenants and conditions of its credit agreements.

     The availability of GATX’s funding options may be affected by certain factors, including the global capital market environment and outlook as well as GATX’s financial performance. GATX’s access to capital markets at competitive rates is dependent on its credit rating and rating outlook, as determined by rating agencies such as Standard & Poor’s (“S&P”) and Moody’s Investor Service (“Moody’s”). As of June 30, 2010, GATX’s long-term unsecured debt was rated BBB+ by S&P and Baa1 by Moody’s. GATX’s rating outlook from both agencies was negative. GATX’s short-term unsecured debt was rated A-2 by S&P and P-2 by Moody’s.

Contractual Commitments

     At June 30, 2010, GATX’s unconditional obligations of $150.5 million were as follows (in millions):

	Payments Due by Period
	Total		2010		2011		2012
Unconditional purchase obligations (a)	$	143.7	$	131.6	$	12.0	$	0.1
Loan from affiliate		6.8		6.8		—		—
	$	150.5	$	138.4	$	12.0	$	0.1

(a) Primarily contractual railcar commitments.

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Critical Accounting Policies

     There have been no changes to GATX’s critical accounting policies during the six months ending June 30, 2010; refer to GATX’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, for a summary of GATX’s policies.

Non-GAAP Financial Information

     This report includes certain financial performance measures computed using non-GAAP components as defined by the SEC. As required under SEC rules, GATX has provided a reconciliation of these non-GAAP components to the most directly comparable GAAP components. Financial performance measures disclosed in this report are meant to provide additional information and insight into the historical operating results and financial position of the business. Management uses these performance measures to assist in analyzing GATX’s underlying financial performance from period to period and to establish criteria for compensation decisions. These measures are not in accordance with, or a substitute for, GAAP and may be different from, or inconsistent with, non-GAAP financial measures used by other companies.

Glossary of Key Terms

• Non-GAAP Financial Measures — Numerical or percentage based measures of a company’s historical performance, financial position or liquidity calculated using a component different from that presented in the financial statements as prepared in accordance with GAAP.

• Off Balance Sheet Assets — Assets, primarily railcars, which are financed with operating leases and therefore not recorded on the balance sheet. GATX estimates the off balance sheet asset amount by calculating the present value of committed future operating lease payments using the interest rate implicit in each lease.

• On Balance Sheet Assets — Total assets as reported on the balance sheet.

Reconciliation of non-GAAP financial information (in millions):

	June 30		September 30		December 31		March 31		June 30
	2009		2009		2009		2010		2010
Consolidated On Balance Sheet Assets	$	5,091.3	$	5,258.0	$	5,206.4	$	5,307.0	$	5,083.0
Off Balance Sheet Assets		993.6		1,008.4		1,016.1		942.9		944.1
Total On and Off Balance Sheet Assets	$	6,084.9	$	6,266.4	$	6,222.5	$	6,249.9	$	6,027.1
Shareholders’ Equity	$	1,069.8	$	1,112.2	$	1,102.6	$	1,096.2	$	1,044.9

Item 3. Quantitative and Qualitative Disclosures about Market Risk

     Since December 31, 2009, there have been no material changes in GATX’s interest rate and foreign currency exposures or types of derivative instruments used to hedge these exposures. For a discussion of the Company’s exposure to market risk, refer to Part II: Item 7A, Quantitative and Qualitative Disclosure about Market Risk of the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.

Item 4. Controls and Procedures

     The Company’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, have conducted an evaluation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)). Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this quarterly report, the Company’s disclosure controls and procedures were effective.

     No change in the Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) occurred during the quarter ended June 30, 2010, that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

     Information concerning litigation and other contingencies is described in Note 13 to the consolidated financial statements and is incorporated herein by reference.

Item 1A. Risk Factors

     Since December 31, 2009, there have been no material changes in GATX’s Risk Factors. For a discussion of GATX’s risk factors, refer to Part 1: Item 1A, Risk Factors of the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.

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Item 6. Exhibits

Exhibits:

Reference is made to the exhibit index which is included herewith and is incorporated by reference hereto.

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SIGNATURE

     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/ Robert C. Lyons  

Robert C. Lyons 

Senior Vice President and
Chief Financial Officer
(Duly Authorized Officer) 

Date: July 28, 2010

31

EXHIBIT INDEX

Exhibit
Number	Exhibit Description
	Filed with this Report:
31A.	Certification Pursuant to Exchange Act Rule 13a-14(a) and Rule 15d-14(a) (CEO Certification).
31B.	Certification Pursuant to Exchange Act Rule 13a-14(a) and Rule 15d-14(a) (CFO Certification).
32.	Certification Pursuant to 18 U.S.C. Section 1350 (CEO and CFO Certification).
101.	The following materials from GATX Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets at June 30, 2010 and December 31, 2009, (ii) Consolidated Statements of Income for the three and six months ended June 30, 2010 and 2009, (iii) Consolidated Statements of Cash Flows for the six months ended June 30, 2010 and 2009, and (iv) Notes to the Consolidated Financial Statements, tagged as block of text.*

* Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

32

EX-31.A

Exhibit 31A

Certification of Principal Executive Officer

I, Brian A. Kenney, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of GATX Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Brian A. Kenney Brian A. Kenney

Chairman, President and

Chief Executive Officer

July 28, 2010

EX-31.B

Exhibit 31B

Certification of Principal Financial Officer

I, Robert C. Lyons, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of GATX Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Robert C. Lyons Robert C. Lyons

Senior Vice President and Chief Financial Officer

July 28, 2010

EX-32

Exhibit 32

GATX CORPORATION AND SUBSIDIARIES

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Quarterly Report of GATX Corporation (the “Company”) on Form 10-Q for the period ending June 30, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Brian A. Kenney Brian A. Kenney	/s/ Robert C. Lyons Robert C. Lyons
Chairman, President and	Senior Vice President and
Chief Executive Officer	Chief Financial Officer

July 28, 2010

     This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by GATX Corporation for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

     A signed original of this written statement required by Section 906 has been provided to GATX Corporation and will be retained by GATX Corporation and furnished to the Securities and Exchange Commission or its staff upon request.