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, 2007

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

500 West Monroe Street
Chicago, Illinois 60661-3676
(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 is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

þ Large accelerated filer      o Accelerated filer      o Non-accelerated filer

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 49,900,493 shares of common stock were outstanding as of July 13, 2007.

GATX CORPORATION
FORM 10-Q
QUARTERLY REPORT FOR THE PERIOD ENDED JUNE 30, 2007

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		14
Forward Looking Statements		14
Business Overview		14
Discussion of Operating Results		15
Segment Operations		16
Cash Flow and Liquidity		24
Critical Accounting Policies		26
Non-GAAP Financial Information		26
Item 3. Quantitative and Qualitative Disclosures about Market Risk		26
Item 4. Controls and Procedures		26
Part II – OTHER INFORMATION
Item 1. Legal Proceedings		27
Item 1A. Risk Factors		27
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		28
Item 6. Exhibits		28
SIGNATURE		29
EXHIBIT INDEX		30
Sixth Supplemental Agreement
Seventh Supplemental Agreement
CEO Certification
CFO Certification
CEO and CFO Certification

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

GATX CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In Millions)

	June 30			December 31
	2007			2006
Assets
Cash and Cash Equivalents	$	85.8		$	196.2
Restricted Cash		46.7			48.0
Receivables
Rent and other receivables		95.4			102.5
Finance leases		370.9			402.6
Loans		40.6			36.0
Less: allowance for possible losses		(10.0	)		(9.6	)
		496.9			531.5
Operating Assets and Facilities
Rail		4,512.7			4,352.4
Specialty		143.8			113.6
ASC		365.5			361.2
Less: allowance for depreciation		(1,869.5	)		(1,798.0	)
		3,152.5			3,029.2
Investments in Affiliated Companies		297.6			291.9
Goodwill		97.0			92.8
Other Assets		191.4			225.2
Assets of Discontinued Operations		—			232.2
Total Assets	$	4,367.9		$	4,647.0
Liabilities and Shareholders’ Equity
Accounts Payable and Accrued Expenses	$	175.0		$	158.9
Debt
Commercial paper and bank credit facilities		4.6			22.4
Recourse		1,999.5			2,138.1
Nonrecourse		0.8			2.7
Capital lease obligations		47.4			51.5
		2,052.3			2,214.7
Deferred Income Taxes		692.9			757.4
Other Liabilities		362.9			348.3
Total Liabilities		3,283.1			3,479.3
Shareholders’ Equity
Preferred stock ($1.00 par value, 5,000,000 shares authorized, 18,216 and 19,008 shares of Series A and B $2.50 Cumulative Convertible Preferred Stock issued and outstanding as of June 30, 2007 and December 31, 2006, respectively, aggregate liquidation preference of $1.1 million)		*			*
Common stock ($0.625 par value, 120,000,000 authorized, 62,106,592 and 59,946,664 shares issued and 50,183,096 and 51,997,154 shares outstanding as of June 30, 2007 and December 31, 2006, respectively)		38.7			37.4
Additional paid in capital		500.6			474.3
Retained earnings		836.4			787.9
Accumulated other comprehensive income (loss)		29.6			(3.4	)
Treasury shares, at cost (11,923,496 shares at June 30, 2007 and 7,949,510 at December 31, 2006)		(320.5	)		(128.5	)
Total Shareholders’ Equity		1,084.8			1,167.7
Total Liabilities and Shareholders’ Equity	$	4,367.9		$	4,647.0

* 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
	2007			2006			2007			2006
Gross Income
Lease income	$	220.7		$	203.5		$	438.6		$	404.1
Marine operating revenue		72.8			54.7			80.4			63.1
Interest income on loans		1.0			1.7			1.9			2.5
Asset remarketing income		17.7			8.4			27.7			34.1
Fees		0.6			1.0			1.3			3.0
Other		15.7			15.9			30.0			31.7
Revenues		328.5			285.2			579.9			538.5
Share of affiliates’ earnings		18.8			18.7			42.3			36.4
Total Gross Income		347.3			303.9			622.2			574.9
Ownership Costs
Depreciation		47.8			40.4			90.0			75.9
Interest expense, net		30.7			31.9			60.6			60.7
Operating lease expense		39.1			41.8			78.2			87.9
Total Ownership Costs		117.6			114.1			228.8			224.5
Other Costs and Expenses
Maintenance expense		58.3			50.7			110.9			102.1
Marine operating expense		52.7			37.9			58.6			44.6
Selling, general and administrative		39.2			38.3			77.2			72.1
Asset impairment charges		—			0.1			1.5			3.2
Other		11.7			6.5			18.5			13.0
Total Other Costs and Expenses		161.9			133.5			266.7			235.0
Income from Continuing Operations before Income Taxes		67.8			56.3			126.7			115.4
Income Taxes		24.3			15.3			46.2			36.3
Income from Continuing Operations		43.5			41.0			80.5			79.1
(Loss) Income from Discontinued Operations, net of taxes		(1.1	)		(0.3	)		(3.2	)		8.0
Net Income	$	42.4		$	40.7		$	77.3		$	87.1
Per Share Data
Basic:
Income from continuing operations	$	0.86		$	0.81		$	1.56		$	1.56
(Loss) income from discontinued operations		(0.03	)		(0.01	)		(0.06	)		0.16
Total	$	0.83		$	0.80		$	1.50		$	1.72
Average number of common shares (in thousands)		50,626			50,891			51,442			50,740
Diluted:
Income from continuing operations	$	0.79		$	0.71		$	1.44		$	1.38
(Loss) income from discontinued operations		(0.02	)		—			(0.06	)		0.13
Total	$	0.77		$	0.71		$	1.38		$	1.51
Average number of common shares and common share equivalents (in thousands)		55,935			62,063			57,500			61,888
Dividends declared per common share	$	0.24		$	0.21		$	0.48		$	0.42

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)

	Three Months Ended						Six Months Ended
	June 30						June 30
	2007			2006			2007			2006
Operating Activities
Net income	$	42.4		$	40.7		$	77.3		$	87.1
Less: (Loss) income from discontinued operations		(1.1	)		(0.3	)		(3.2	)		8.0
Income from continuing operations		43.5			41.0			80.5			79.1
Adjustments to reconcile income from continuing operations to net cash provided by operating activities of continuing operations:
Gain on sales of assets and securities		(12.1	)		(6.4	)		(22.2	)		(13.7	)
Depreciation		50.3			43.0			94.9			81.0
Asset impairment charges		—			0.1			1.5			3.2
Deferred income taxes		29.9			9.0			44.6			22.4
Share of affiliates’ earnings, net of dividends		(0.5	)		(9.3	)		(17.2	)		(24.3	)
Income taxes payable		11.2			0.8			13.0			1.2
Operating lease payable		21.0			17.8			(24.1	)		(24.9	)
Other		(27.7	)		(15.5	)		(12.5	)		(14.8	)
Net cash provided by operating activities of continuing operations		115.6			80.5			158.5			109.2
Investing Activities
Additions to operating assets, net of nonrecourse financing for leveraged leases, and facilities		(114.1	)		(231.1	)		(229.7	)		(333.3	)
Loans extended		(0.7	)		—			(7.0	)		(4.8	)
Investments in affiliates		—			(2.7	)		—			(8.2	)
Other		(2.9	)		(0.3	)		(3.0	)		(1.0	)
Portfolio investments and capital additions		(117.7	)		(234.1	)		(239.7	)		(347.3	)
Purchase of leased-in assets		—			(100.3	)		—			(260.9	)
Portfolio proceeds		58.7			28.9			136.5			59.1
Proceeds from sales of other assets		8.5			6.7			12.6			13.4
Net decrease (increase) in restricted cash		2.5			(12.5	)		1.3			(13.3	)
Net cash used in investing activities of continuing operations		(48.0	)		(311.3	)		(89.3	)		(549.0	)
Financing Activities
Proceeds from issuances of debt (original maturities longer than 90 days)		33.9			99.7			33.9			345.1
Repayments of debt (original maturities longer than 90 days)		(21.1	)		(26.2	)		(175.2	)		(127.5	)
Net (decrease) increase in debt with original maturities of 90 days or less		(290.7	)		248.2			(30.0	)		261.6
Payments on capital lease obligations		(0.8	)		(0.7	)		(4.1	)		(5.4	)
Issuance of common stock		14.1			13.2			21.3			18.0
Stock repurchases		(94.2	)		—			(192.0	)		—
Cash dividends		(12.2	)		(10.8	)		(24.8	)		(21.4	)
Net cash (used in) provided by financing activities of continuing operations		(371.0	)		323.4			(370.9	)		470.4
Effect of Exchange Rate Changes on Cash and Cash Equivalents		(0.3	)		1.1			0.3			1.1
Cash Flow of Discontinued Operations (see Note 12)
Net cash (used in) provided by operating activities		(30.1	)		32.7			(38.9	)		54.4
Net cash provided by (used in) investing activities		2.8			(41.3	)		229.9			(10.2	)
Net cash used in financing activities		—			(17.4	)		—			(34.8	)
Net (decrease) increase in Cash and Cash Equivalents during the period		(331.0	)		67.7			(110.4	)		41.1
Cash and Cash Equivalents at beginning of period		416.8			79.4			196.2			106.0
Cash and Cash Equivalents at end of period	$	85.8		$	147.1		$	85.8		$	147.1

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, manages, operates, and invests in long-lived, widely used assets in the rail, marine and industrial equipment markets. 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 (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2007, are not necessarily indicative of the results that may be achieved for the entire year ending December 31, 2007. For further information, refer to the consolidated financial statements and footnotes set forth in the Company’s Form 10-K for the year ended December 31, 2006. Certain reclassifications have been made to the 2006 consolidated financial statements to conform to the 2007 presentation.

     During the second quarter of 2007, the Company’s wholly owned subsidiary, GATX Financial Corporation (“GFC”), merged into its parent company, GATX Corporation. This action simplified GATX’s corporate structure and eliminated certain redundancies and costs. All outstanding debt and other direct financial obligations of GFC became the direct obligations of GATX. The merger did not result in any impact to the consolidated financial statements.

     On January 1, 2007, GATX adopted the provisions of the following new accounting standards:

     Financial Accounting Standards Board (“FASB”) Staff Position (“FSP”) FAS 13-2, Accounting for a Change or Projected Change in the Timing of Cash Flows Relating to Income Taxes Generated by a Leveraged Lease Transaction. This guidance applies to all transactions classified as leveraged leases in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 13 and provides that if the expected timing of income tax cash flows generated by a leveraged lease transaction changes, then the rate of return and the allocation of income should be recalculated which may result in a one-time, non-cash charge to earnings in the period of changed expectations. As a result of the implementation of this FSP, GATX reduced the carrying value of two structured leverage leases and recorded a corresponding reduction of $15.0 million, net of taxes, to the 2007 opening balance of retained earnings. This amount will be recognized as income over the remaining terms of the affected leases, 2007 to 2021, and is not expected to be material in any year.

     FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”), which is an interpretation of SFAS No. 109, Accounting for Income Taxes. SFAS No. 109 does not prescribe a recognition threshold or measurement attribute for the financial statement recognition and measurement of a tax position taken in a tax return. FIN 48 clarifies the application of SFAS No. 109 by defining criteria that an individual tax position must meet for any tax benefit to be recognized in an enterprise’s financial statements. As a result of the implementation of FIN 48, GATX recorded a decrease in the liability for unrecognized tax benefits and a corresponding increase of $11.0 million to the 2007 opening balance of retained earnings. See Note 10 for additional information.

     FSP AUG AIR-1, Accounting for Planned Major Maintenance Activities. FSP AUG AIR-1 amends prior guidance on the accounting for planned major maintenance activities; specifically it precludes the use of the previously acceptable “accrue in advance” method. In accordance with this FSP, GATX has retrospectively restated its financial statements, establishing a prepaid asset for five-year survey costs on ASC vessels and increasing its 2006 opening balance of retained earnings by $3.8 million, net of taxes. The impact on financial results for 2006 and 2007 was not material.

4

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

     New Accounting Pronouncements

     In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS 157”) which defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles (“GAAP”) and expands disclosure requirements related to the use of fair value measurements. The statement is effective for financial statements issued in 2008; however, earlier application is encouraged. The application of SFAS 157 is not expected to be material to the Company’s financial position or results of operations.

     In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS 159”) which permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. The statement is effective as of the beginning of the fiscal year that begins after November 15, 2007. The Company is currently evaluating the impact of adopting SFAS 159 but does not believe that the adoption of SFAS 159 will have a material impact on its financial position, cash flows, or results of operations.

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 businesses include lease financing and related services for customers operating rail, marine and industrial equipment assets, as well as other business activities, such as ventures that provide asset residual value guarantees in both domestic and foreign markets.

     Continuing 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
	2007		2006		2007		2006
Revenues	$	170.6	$	134.6	$	321.0	$	268.0
Pre-tax income reported by affiliates		44.3		46.7		102.1		94.5

NOTE 4. Pension and Other Post-Retirement Benefits

     The components of pension and other post-retirement benefit costs for the three months ended June 30, 2007 and 2006, were as follows (in millions):

							2007 Retiree			2006 Retiree
	2007 Pension			2006 Pension			Health and			Health and
	Benefits			Benefits			Life			Life
Service cost	$	1.5		$	1.5		$	0.1		$	0.1
Interest cost		5.8			5.5			0.9			1.2
Expected return on plan assets		(7.6	)		(7.4	)		—			—
Amortization of prior service cost (credit)		—			0.1			(0.1	)		—
Amortization of net actuarial loss		1.1			1.1			0.2			0.1
Net costs	$	0.8		$	0.8		$	1.1		$	1.4

5

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

     The components of pension and other post-retirement benefit costs for the six months ended June 30, 2007 and 2006, were as follows (in millions):

							2007 Retiree			2006 Retiree
	2007 Pension			2006 Pension			Health and			Health and
	Benefits			Benefits			Life			Life
Service cost	$	3.0		$	3.0		$	0.1		$	0.2
Interest cost		11.6			11.0			1.8			2.2
Expected return on plan assets		(15.2	)		(14.8	)		—			—
Amortization of:
Unrecognized prior service cost (credit)		—			0.1			(0.1	)		—
Unrecognized net loss		2.2			2.2			0.4			0.3
Net costs	$	1.6		$	1.5		$	2.2		$	2.7

     The previous tables include amounts allocated to discontinued operations, all of which are immaterial. The amounts reported herein are based on estimated annual costs. Actual annual costs for the year ending December 31, 2007, may differ from these estimates.

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 may require performance in the event of demands by third parties. Similar to GATX’s balance sheet investments, these commitments 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 of continuing operations as of (in millions):

	June 30		December 31
	2007		2006
Affiliate guarantees	$	24.2	$	24.2
Asset residual value guarantees		135.3		144.5
Lease payment guarantees		70.3		20.8
Other		77.8		77.8
Total guarantees		307.6		267.3
Standby letters of credit and bonds		14.5		15.8
	$	322.1	$	283.1

     At June 30, 2007, the maximum potential amount of guarantees under which GATX could be required to perform was $307.6 million. The related carrying value of the guarantees on the balance sheet, was a liability of $13.5 million. The expirations of these guarantees range from 2007 to 2019.

     Affiliate guarantees generally involve guaranteeing repayment of the financing utilized by an affiliate to acquire or lease in assets, which are subsequently leased to third parties, 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. Revenue, in the form of an initial fee (which is amortized into income over the guarantee period), is earned for providing these asset value guarantees and by sharing in any proceeds received upon disposition of the assets, to the extent such proceeds are in excess of the amount guaranteed. Any liability resulting from GATX’s performance pursuant to these guarantees will be reduced by the value realized from the underlying asset or group of assets.

6

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

Historically, gains associated with these guarantees have exceeded any losses. Based on known facts and current market conditions, management does not believe that these guarantees will result in any significant adverse financial impact to the Company. GATX believes that these guarantees will likely generate future income in the form of fees and residual sharing proceeds.

     Lease payment guarantees represent GATX’s guarantees to financial institutions of finance and operating lease payments of unrelated parties.

     Other consists of GATX’s indemnification of Airbus Industrie (“Airbus”) related to the dissolution of Flightlease Holdings Limited (“FHG”) and the allocation by Airbus of $77.8 million of pre-delivery payments to GATX towards the purchase of aircraft in 2001. These pre-delivery payments are the subject of active litigation. No liability has been recorded with respect to this indemnification as GATX believes that the likelihood of having to perform under the indemnity is remote.

     GATX and its subsidiaries are also parties to standing letters of credit and bonds primarily related to workers’ compensation and general liability insurance coverage. No material claims have been made against these obligations. At June 30, 2007, GATX does not expect any material losses to result from these off balance sheet instruments because performance is not anticipated to be required.

NOTE 6. Variable Interest Entities

     GATX has ownership interests in certain investments that are considered Variable Interest Entities (“VIEs”) in accordance with FASB Interpretation No. 46(R), Consolidation of Variable Interest Entities (“FIN 46(R)”). GATX does not believe it is the primary beneficiary with respect to any of the VIEs. As a result, GATX does not consolidate these entities. These entities are generally involved in railcar and equipment leasing activities. The nature of GATX’s involvement with these entities primarily consists of equity investments and leveraged leases which were acquired or entered into between 1994 and 2006. GATX continues to evaluate new investments for the application of FIN 46(R) and regularly reviews all existing VIEs in connection with any reconsideration events as defined in FIN 46(R) that may result in GATX becoming the primary beneficiary. GATX’s maximum exposure to loss with respect to these VIEs is approximately $152.6 million, of which $128.4 million was the aggregate carrying value of these investments recorded on the balance sheet at June 30, 2007.

NOTE 7. Comprehensive Income

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

	Three Months Ended					Six Months Ended
	June 30					June 30
	2007		2006			2007			2006
Net income	$	42.4	$	40.7		$	77.3		$	87.1
Other comprehensive income, net of tax:
Foreign currency translation gain		18.7		13.5			25.9			16.8
Unrealized loss on securities		—		(0.3	)		(3.7	)		(0.6	)
Unrealized gain on derivative instruments		2.7		9.2			9.2			11.4
Post retirement benefit plans		1.6		—			1.6			—
Comprehensive Income	$	65.4	$	63.1		$	110.3		$	114.7

NOTE 8. Share-Based Compensation

     In the first six months of 2007, GATX granted 217,600 stock appreciation rights (“SAR”), 67,920 restricted stock units and 55,270 performance shares. For the three and six months ended June 30, 2007, total share-based compensation expense was $3.2 million ($2.0 million after tax) and $5.2 million ($3.2 million after tax), respectively. For the three and six months ended June 30, 2006, total share-based compensation expense was $2.3 million ($1.4 million after tax) and $4.2 million ($2.6 million after tax), respectively.

7

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

     The weighted average estimated fair value and assumptions used in estimating the fair value of GATX’s 2007 SAR awards are noted in the table below. The vesting period for the 2007 SAR grant is three years, with 1/3 vesting after each year.

	2007
Weighted average fair value of SAR award	$	17.28
Risk free interest rate		4.47	%
Dividend yield		2.10	%
Expected stock price volatility		31.88	%
Expected life of the option, in years		4.68
GATX’s annual dividend	$	0.96

NOTE 9. Capital Structure and Earnings Per Share

     During the six months ended June 30, 2007, $124.3 million of 7.5% convertible notes matured resulting in a cash payment equal to the principal balance and the issuance of 1.0 million shares of GATX common stock representing the difference between GATX’s stock price at the time of conversion and the conversion price (the “conversion premium”). Additionally, $18.2 million of 5% convertible notes were converted, resulting in a cash payment for the principal balance and 0.4 million shares issued for the conversion premium. At June 30, 2007, $106.8 million of 5% convertible notes were outstanding, which were convertible into 4,304,004 common shares at a price of $24.81 per share.

     On January 5, 2007, the Company’s Board of Directors authorized a $300 million common stock repurchase program. As of June 30, 2007, 4.0 million shares have been repurchased for $192.0 million. The repurchased shares were recorded as treasury stock under the cost method.

     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 during the period and shares reacquired during the period, if applicable, were weighted for the portion of the period that they were outstanding. Diluted earnings per share were computed using the treasury stock method and include the impact of potentially dilutive securities, including stock options, SARs and restricted stock.

8

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
	2007			2006			2007			2006
Numerator:
Income from continuing operations	$	43.5		$	41.0		$	80.5		$	79.1
(Loss) income from discontinued operations		(1.1	)		(0.3	)		(3.2	)		8.0
Less: Dividends paid and accrued on preferred stock		*			*			*			*
Numerator for basic earnings per share – income available to common shareholders	$	42.4		$	40.7		$	77.3		$	87.1
Effect of dilutive securities:
Add: Dividends paid and accrued on preferred stock		*			*			*			*
After-tax interest expense on convertible securities		0.9			3.2			2.4			6.4
Numerator for diluted earnings per share – income available to common shareholders	$	43.3		$	43.9		$	79.7		$	93.5
Denominator:
Denominator for basic earnings per share – weighted Average shares		50.6			50.9			51.4			50.7
Effect of dilutive securities:
Equity compensation plans		0.6			0.9			0.7			0.8
Convertible preferred stock		0.1			0.1			0.1			0.1
Convertible securities		4.6			10.2			5.3			10.3
Denominator for diluted earnings per share – adjusted weighted average and assumed conversion		55.9			62.1			57.5			61.9
Basic earnings per share:
Income from continuing operations	$	0.86		$	0.81		$	1.56		$	1.56
(Loss) income from discontinued operations		(0.03	)		(0.01	)		(0.06	)		0.16
Total basic earnings per share	$	0.83		$	0.80		$	1.50		$	1.72
Diluted earnings per share:
Income from continuing operations	$	0.79		$	0.71		$	1.44		$	1.38
(Loss) income from discontinued operations		(0.02	)		—			(0.06	)		0.13
Total diluted earnings per share	$	0.77		$	0.71		$	1.38		$	1.51

* Less than $0.1 million.

9

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

NOTE 10. Income Taxes

     GATX adopted the provisions of FIN 48 as of January 1, 2007, resulting in an $11.0 million decrease in the liability for unrecognized tax benefits and a corresponding increase to the 2007 opening balance of retained earnings. As of June 30, 2007, GATX’s gross liability for unrecognized tax benefits totaled $42.8 million, which, if fully recognized, would decrease income tax expense by $30.6 million ($24.8 million net of federal tax benefits).

     GATX files numerous consolidated and separate income tax returns in the U.S. federal jurisdiction, as well as various state and foreign jurisdictions. During 2006, the Internal Revenue Service (IRS) commenced an examination of the Company’s U.S. consolidated income tax returns for years 2003 through 2005, which is expected to be completed by the end of 2008. Additionally, the IRS substantially completed its audit of the Company’s income tax returns for the years 1998 through 2002. As part of this audit, the Company entered the IRS appeals process to address one disputed issue. GATX believes that its tax position related to this issue was proper based upon applicable statutes, regulations and case law, but anticipates that it is reasonably possible that the IRS may propose an adjustment with respect to this matter. The Company does not anticipate that the resolution of this matter, including potential litigation, will have a material impact on its financial position or results of operations. All examinations with respect to U.S. tax returns for years prior to 1998 have been closed.

     Subject to the completion of certain audits or the expiration of the applicable statute of limitations, the Company believes it is reasonably possible that, within the next 12 months, unrecognized federal tax benefits of $3.1 million, state tax benefits of $6.5 million and foreign tax benefits of $2.3 million may be recognized. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2007, the gross liability for unrecognized tax benefits included $7.7 million related to interest. No amounts have been accrued for penalties. To the extent interest is not assessed with respect to uncertain tax positions, amounts accrued will be reduced and recorded as a reduction of income tax expense.

NOTE 11. Financial Data of Business Segments

     The financial data presented below conforms to SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information, and depicts the profitability, financial position and capital expenditures of each of GATX’s continuing business segments.

     GATX leases, manages, operates, and invests in long-lived, widely used assets in the rail, marine and industrial equipment markets. 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 primarily provides railcars 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 for maintenance, insurance and taxes.

     The Specialty portfolio consists primarily of leases, affiliate investments, loans and interests in residual values involving a variety of underlying asset types, including marine vessels, aircraft, rail, industrial and other equipment. The portfolio provides recurring lease and interest income and periodic income primarily related to the remarketing of assets.

     ASC operates a fleet of self-unloading marine vessels on the Great Lakes and is exclusively engaged in the waterborne transportation of dry bulk commodities.

     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 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, asset impairment charges and other operating costs such as litigation, 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.

     GATX allocates debt balances and related interest expense to each operating segment based upon a 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 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 an appropriate risk-adjusted cost of capital and is presented on a comparable basis.

10

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

     The following tables present certain segment data for the three and six months ended June 30, 2007 and 2006 (in millions):

										GATX
	Rail		Specialty		ASC		Other			Consolidated
Three Months Ended June 30, 2007
Profitability
Revenues	$	232.7	$	21.8	$	73.8	$	0.2		$	328.5
Share of affiliates’ earnings		3.3		15.5		—		—			18.8
Total gross income		236.0		37.3		73.8		0.2			347.3
Total ownership costs		106.8		7.8		6.7		(3.7	)		117.6
Total operating costs		61.1		3.1		58.6		(0.1	)		122.7
Segment profit		68.1		26.4		8.5		4.0			107.0
SG&A											39.2
Income from continuing operations before taxes											67.8
Capital Expenditures
Portfolio investments and capital additions		80.3		33.8		2.8		0.8			117.7
Selected Balance Sheet Data at June 30, 2007
Investments in affiliated companies		122.3		175.3		—		—			297.6
Identifiable assets		3,461.6		480.8		312.4		113.1			4,367.9
Three Months Ended June 30, 2006
Profitability
Revenues		213.6		15.8		55.8		—			285.2
Share of affiliates’ earnings		5.5		13.2		—		—			18.7
Total gross income		219.1		29.0		55.8		—			303.9
Total ownership costs		101.9		7.0		4.2		1.0			114.1
Total operating costs		53.2		0.7		41.5		(0.2	)		95.2
Segment profit (loss)		64.0		21.3		10.1		(0.8	)		94.6
SG&A											38.3
Income from continuing operations before taxes											56.3
Capital Expenditures
Portfolio investments and capital additions		91.4		14.9		124.8		3.0			234.1
Selected Balance Sheet Data at December 31, 2006
Investments in affiliated companies		109.7		182.2		—		—			291.9
Identifiable assets		3,365.6		491.9		302.6		254.7			4,414.8
Six Months Ended June 30, 2007
Profitability
Revenues		461.1		36.1		82.5		0.2			579.9
Share of affiliates’ earnings		8.7		33.6		—		—			42.3
Total gross income		469.8		69.7		82.5		0.2			622.2
Total ownership costs		213.1		15.1		9.2		(8.6	)		228.8
Total operating costs		121.4		3.6		64.6		(0.1	)		189.5
Segment profit		135.3		51.0		8.7		8.9			203.9
SG&A											77.2
Income from continuing operations before taxes											126.7
Capital Expenditures
Portfolio investments and capital additions		191.2		45.8		4.4		(1.7	)		239.7
Selected Balance Sheet Data at June 30, 2007
Investments in affiliated companies		122.3		175.3		—		—			297.6
Identifiable assets		3,461.6		480.8		312.4		113.1			4,367.9

11

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

										GATX
	Rail		Specialty		ASC		Other			Consolidated
Six Months Ended June 30, 2006
Profitability
Revenues	$	424.7	$	48.3	$	65.3	$	0.2		$	538.5
Share of affiliates’ earnings		9.1		27.3		—		—			36.4
Total gross income		433.8		75.6		65.3		0.2			574.9
Total ownership costs		202.1		14.0		5.5		2.9			224.5
Total operating costs		110.7		3.8		48.5		(0.1	)		162.9
Segment profit (loss)		121.0		57.8		11.3		(2.6	)		187.5
SG&A											72.1
Income from continuing operations before taxes											115.4
Capital Expenditures
Portfolio investments and capital additions		161.6		54.4		127.6		3.7			347.3
Selected Balance Sheet Data at December 31, 2006
Investments in affiliated companies		109.7		182.2		—		—			291.9
Identifiable assets		3,365.6		491.9		302.6		254.7			4,414.8

NOTE 12. Discontinued Operations

     Discontinued operations consist of the Company’s former Air and Technology segments. On January 17, 2007, GATX completed the sale of its Air joint ventures for gross proceeds of $227.1 million.

     The following table summarizes certain operating data for discontinued operations for the three and six months ended June 30 (in millions):

	Three Months Ended						Six Months Ended
	June 30						June 30
	2007			2006			2007			2006
Revenues	$	—		$	36.7		$	0.5		$	72.4
(Loss) income before taxes		(1.8	)		(0.3	)		(5.3	)		13.0
(Loss) income from operations, net of taxes		(0.4	)		(6.4	)		(1.0	)		1.4
(Loss) gain on disposal of segment, net of taxes		(0.7	)		6.1			(2.2	)		6.6
Net (loss) income from discontinued operations	$	(1.1	)	$	(0.3	)	$	(3.2	)	$	8.0

     Results of discontinued operations reflect directly attributable revenues, ownership, operating, interest and SG&A expenses and income taxes. Results for 2006 also reflect intercompany allocations for interest and certain SG&A expenses. Interest expense allocated was $4.7 million and $9.1 million for the three and six months of 2006, respectively. SG&A allocated was $1.6 million and $3.3 million for the three and six months of 2006, respectively. Interest was allocated consistent with GATX’s consolidated risk adjusted approach used for continuing operations. SG&A was allocated based on management’s best estimate and judgment of the direct costs of support services provided to discontinued operations and amounts allocated approximate the amounts expected to be eliminated from continuing operations.

12

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

     The following tables summarize the components of discontinued operations reported on the consolidated statements of cash flows for the three months and six months ended June 30 (in millions):

	Three Months Ended						Six Months Ended
	June 30						June 30
	2007			2006			2007			2006
Operating Activities
Net cash (used in) provided by operating activities	$	(30.1	)	$	32.7		$	(38.9	)	$	54.4
Investing Activities
Portfolio investments and capital additions		—			(46.0	)		—			(49.1	)
Proceeds from disposal of segment		2.8			—			229.9			—
Proceeds from other investing activities		—			4.7			—			38.9
Net cash provided by (used in) investing activities		2.8			(41.3	)		229.9			(10.2	)
Financing Activities
Net cash used in financing activities		—			(17.4	)		—			(34.8	)
Cash (used in) provided by discontinued operations, net	$	(27.3	)	$	(26.0	)	$	191.0		$	9.4

13

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

Forward Looking Statements

     This report 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 (the “Exchange Act”) 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 and other filings with the 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 asset segments; conditions in the capital markets; changes in GATX’s credit ratings; regulatory rulings that may impact the economic value and operating costs of assets; 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 implementation of portfolio management initiatives by GATX; 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 any forward-looking statement to reflect subsequent events or circumstances.

Business Overview

     GATX Corporation (“GATX” or the “Company”) leases, manages, operates, and invests in long-lived, widely used assets in the rail, marine and industrial equipment markets. Headquartered in Chicago, Illinois, GATX has three financial reporting segments: Rail, Specialty and American Steamship Company (“ASC”). The Company’s former Air and Technology segments have been segregated and presented as discontinued operations for all periods presented. See “Discontinued Operations” for additional information.

     During the second quarter of 2007, GATX Financial Corporation (“GFC”) merged into its parent company, GATX Corporation. This action simplified GATX’s corporate structure and eliminated certain redundancies and costs. All outstanding debt and other direct financial obligations of GFC became the direct obligations of GATX.

     Operating results for the six months ended June 30, 2007, are not necessarily indicative of the results that may be achieved for the entire year ending December 31, 2007. For further information, refer to GATX’s Annual Report on Form 10-K for the year ended December 31, 2006.

     This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contains certain non- Generally Accepted Accounting Principles (“GAAP”) financial information. See “Non-GAAP Financial Information” for additional information.

14

DISCUSSION OF OPERATING RESULTS

     The following table presents a financial summary of GATX’s operating segments:

	Three Months Ended						Six Months Ended
	June 30						June 30
	2007			2006			2007			2006
Gross Income
Rail	$	236.0		$	219.1		$	469.8		$	433.8
Specialty		37.3			29.0			69.7			75.6
ASC		73.8			55.8			82.5			65.3
Total segment gross income		347.1			303.9			622.0			574.7
Other income		0.2			—			0.2			0.2
Consolidated Gross Income		347.3			303.9			622.2			574.9
Segment Profit
Rail		68.1			64.0			135.3			121.0
Specialty		26.4			21.3			51.0			57.8
ASC		8.5			10.1			8.7			11.3
Total Segment Profit		103.0			95.4			195.0			190.1
Less:
Selling, general and administrative expenses		39.2			38.3			77.2			72.1
Unallocated interest expense, net		(3.6	)		1.1			(8.4	)		3.1
Other, including eliminations		(0.4	)		(0.3	)		(0.5	)		(0.5	)
Income taxes		24.3			15.3			46.2			36.3
Income from continuing operations		43.5			41.0			80.5			79.1
(Loss) income from discontinued operations, net of taxes		(1.1	)		(0.3	)		(3.2	)		8.0
Consolidated Net Income	$	42.4		$	40.7		$	77.3		$	87.1
Basic earnings per share — income from continuing operations	$	0.86		$	0.81		$	1.56		$	1.56
Diluted earnings per share — income from continuing operations	$	0.79		$	0.71		$	1.44		$	1.38

Return on Equity

     GATX’s return on equity (“ROE”) is based on income from continuing operations and is shown for the twelve months ended June 30:

	2007			2006
ROE		13.7	%		10.7	%

15

Segment Operations

     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 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, asset impairment charges and other operating costs such as litigation, 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 items are discussed below under Other.

     GATX allocates debt balances and related interest expense to each segment based upon a 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 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 an appropriate risk-adjusted cost of capital and is presented on a consistent basis from period to period.

Rail

Segment Summary

     In the second quarter of 2007, Rail continued to benefit from favorable overall market conditions.

     In North America, favorable market conditions enabled Rail to continue to achieve renewal success and lease rate increases over prior expiring rates. Average renewal lease rates on a basket of common car types increased 14.3% over the average expiring lease rates, compared to 18.6% for the first quarter of 2007 and 14.3% for the entire year of 2006. Additionally, Rail continued its emphasis on lengthening lease terms on renewals, the objective of which is to reduce future earnings volatility. Rail’s average term on renewals for the basket was 70 months, compared to 65 months for the second quarter of 2006 and 72 months for the first quarter of 2007. North American fleet utilization decreased slightly from 98.1% at the end of the first quarter to 98.0%, reflecting softness in selected market segments. In particular, freight cars serving the construction industry experienced weakness, and coal cars were modestly over-supplied due to aggressive speculative investment by certain operating lessors. Also, delays in completing ethanol plants were creating a surplus of ethanol tank cars and certain large covered hoppers used to carry ethanol by-products. While the weakness is not expected to have a material impact on 2007 results, GATX is monitoring these developments and the potential impact on longer-term results. At the end of the quarter, GATX had an immaterial number of idle tank cars serving the ethanol market. Additionally, Rail is capitalizing on high asset valuations by selectively selling certain assets, resulting in higher asset remarketing income in 2007 as well as a stronger railcar portfolio.

     The European rail market demonstrated increasing strength during the second quarter. Lease rate increases were achieved by both GATX Rail Europe and its joint venture affiliate, AAE Cargo (“AAE”), and fleet utilization for GATX Rail Europe increased from 95.6% at the end of the first quarter to 96.3%, as demand remained strong across all railcar types and backlogs at railcar manufacturers lengthened. The strength in the European rail market is being driven by strong overall European economic conditions, increasing pressure on highway transport due to congestion and environmental concerns and aggressive efforts by rail freight operators, utilizing Europe’s open access market model, to migrate shipping patterns from historical highway transportation to railway transportation.

     During the first six months of 2007, Rail invested $191.2 million compared to $161.6 million for the first six months of 2006.

16

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

	Three Months Ended				Six Months Ended
	June 30				June 30
	2007		2006		2007		2006
Gross Income
Lease income	$	207.5	$	192.7	$	412.3	$	383.1
Asset remarketing income		9.7		5.7		19.5		11.7
Fees		0.3		0.4		0.6		0.8
Other income		15.2		14.8		28.7		29.1
Revenues		232.7		213.6		461.1		424.7
Affiliate earnings		3.3		5.5		8.7		9.1
		236.0		219.1		469.8		433.8
Ownership Costs
Depreciation		40.7		36.3		80.3		70.2
Interest expense, net		27.7		24.7		56.0		45.8
Operating lease expense		38.4		40.9		76.8		86.1
		106.8		101.9		213.1		202.1
Operating Costs
Maintenance expense		52.4		47.1		104.7		98.2
Asset impairment charges		—		0.1		—		0.3
Other operating expenses		8.7		6.0		16.7		12.2
		61.1		53.2		121.4		110.7
Segment profit	$	68.1	$	64.0	$	135.3	$	121.0

Rail’s Lease Income

     Components of Rail’s lease income for the three and six months ended June 30 are outlined below (in millions):

	Three Months Ended				Six Months Ended
	June 30				June 30
	2007		2006		2007		2006
North America	$	169.0	$	159.5	$	337.3	$	317.3
Europe		31.7		26.5		61.4		52.3
Locomotives		6.8		6.7		13.6		13.5
	$	207.5	$	192.7	$	412.3	$	383.1

Rail’s Fleet Data

     The following table summarizes fleet activity for Rail’s North American railcars as of June 30:

	2007			2006
Beginning of year balance		110,478			108,151
Cars added		2,379			2,058
Cars scrapped or sold		(2,089	)		(2,268	)
Ending balance		110,768			107,941
Utilization rate		98.0	%		98.6	%

17

     The following table summarizes fleet activity for Rail’s European railcars as of June 30:

	2007			2006
Beginning of year balance		18,541			18,924
Cars added		642			73
Cars scrapped or sold		(94	)		(273	)
Ending balance		19,089			18,724
Utilization rate		96.3	%		90.5	%

Comparison of the First Six Months of 2007 to the First Six Months of 2006

Segment Profit

     Rail’s segment profit rose 12% or $14.3 million over 2006. The increase resulted primarily from the effects of lease rate increases and active fleet growth achieved in 2006 and 2007. Rail also took advantage of current market conditions and sold certain locomotives and less desirable railcar types resulting in an increase in asset remarketing income. These amounts were partially offset by higher costs associated with owning and operating a larger fleet.

Gross Income

     Rail’s gross income of $469.8 million for the first six months of 2007 was $36.0 million higher than the prior year.

     In North America, lease income increased $20.0 million, reflecting the effects of lease rate increases experienced over the past 12 months and an average of approximately 1,900 more railcars on lease. In Europe, lease income increased $9.1 million, of which $5.3 million was the result of stronger foreign exchange rates and $3.8 million was due to an average of over 1,000 additional railcars on lease. Asset remarketing income was $7.8 million higher primarily due to the sale of select, less desirable assets in 2007.

     The comparison of affiliate earnings between the two periods was significantly impacted by market value adjustments on a hedging derivative at AAE. In the prior period, gains of $3.7 million were recognized, whereas in the current period losses of $1.5 million were recognized. Excluding the effect of these adjustments from both periods, affiliate earnings increased $4.8 million from the prior year. The increase was primarily due to higher operating income at AAE, the recovery of a portion of a previously written off investment in an affiliate and the absence of depreciation on certain railcars at a North American affiliate that became fully depreciated during the prior year.

Ownership Costs

     Ownership costs for the first six months of 2007 increased $11.0 million, primarily due to higher depreciation and interest associated with investment volume of approximately $560 million over the last 12 months. The comparative mix of ownership costs was affected by the purchase at the end of the first and second quarters of 2006 of approximately 4,700 railcars that previously had been leased in under operating leases for an aggregate cost of $260.9 million.

Operating Costs

     Maintenance expense for the first six months of 2007 increased $6.5 million, largely the result of higher repair volume, primarily due to a larger active fleet, higher costs for repairs performed by railroads and increased component prices for regular maintenance and conversion work. In North America, average maintenance cost per car was higher due to increased costs from vendors, including railroads, as well as the type of repair work being performed. In Europe, maintenance expense increased due to higher repair volume, including required regulatory maintenance. The impact of stronger foreign exchange rates also contributed to the increase. Other operating expenses for the first six months of 2007 increased $4.5 million primarily due to the remeasurement of nonfunctional currency assets and liabilities in each period. Higher switching costs on the larger fleet also contributed to the increase.

18

Comparison of the Second Quarter 2007 to the Second Quarter 2006

Segment Profit

     Rail’s segment profit for the second quarter rose 6% or $4.1 million over the prior year. The increase primarily resulted from the effects of lease rate increases and active fleet growth achieved in 2006 and 2007. These amounts were partially offset by the costs associated with owning and operating a larger fleet.

Gross Income

     Rail’s gross income of $236.0 million for the second quarter 2007 was $16.9 million higher than the prior year.

     In North America, lease income increased $9.5 million, reflecting the effects of lease rate increases experienced over the past 12 months and an average of approximately 1,800 more railcars on lease. In Europe, lease income increased $5.2 million, of which $2.8 million was the result of stronger foreign exchange rates and $2.4 million was due to an average of over 1,300 additional railcars on lease. Asset remarketing income was $4.1 million higher due to the sale in 2007 of certain less desirable railcar types.

     The comparison of affiliate earnings between the two quarters was particularly impacted by market value adjustments on a hedging derivative at AAE. In the prior period, gains of $3.7 million were recognized, whereas in the current period losses of $1.5 million were recognized. Excluding the effect of these adjustments from both periods, affiliate earnings increased $3.0 million from the prior year. The increase was primarily due to higher operating income at AAE, the recovery of a portion of a previously written off investment in an affiliate and the absence of depreciation on certain railcars at a North American affiliate that became fully depreciated during the prior year.

Ownership Costs

     Ownership costs for the second quarter of 2007 increased $4.9 million, primarily due to depreciation and interest associated with investment volume of approximately $560 million over the last 12 months. The comparative mix of ownership costs was affected by the purchase at the end of the second quarter of 2006 of approximately 2,000 railcars that previously had been leased in under operating leases.

Operating Costs

     Maintenance expense for the second quarter of 2007 increased $5.3 million, largely the result of higher repair volume, primarily due to a larger active fleet, higher costs for repairs performed by railroads and increased component prices for regular maintenance and conversion work. In North America, maintenance cost per car was, on average, higher due to increased costs from vendors, including railroads, as well as the type of repair work being performed In Europe, maintenance expense increased due to higher repair volume including required regulatory maintenance. The impact of stronger foreign exchange rates also contributed to the increase. Other operating expenses increased $2.7 million primarily due to the remeasurement losses of nonfunctional currency assets and liabilities in each period. Higher switching costs on the larger fleet also contributed to the increase.

Specialty

Segment Summary

     Specialty’s total asset base, including off balance sheet assets, was $489.3 million at June 30, 2007, compared to $492.2 million at June 30, 2006. Specialty continued to experience strong performance in its marine joint ventures and investment opportunities increased, resulting in portfolio additions of $45.8 million in 2007, including $24.0 million of industrial equipment and $18.8 million of marine assets. Specialty’s asset base in 2007 was impacted by the adoption of Financial Accounting Standards Board (“FASB”) Staff Position FAS 13-2, Accounting for a Change or Projected Change in the Timing of Cash Flows Relating to Income Taxes Generated by a Leveraged Lease Transaction, which resulted in a reduction of leveraged lease assets of $15.1 million. See Note 2 to the consolidated financial statements for additional information on the effects of this pronouncement. The estimated net book value equivalent of managed assets was $448.6 million at June 30, 2007.

19

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

	Three Months Ended				Six Months Ended
	June 30				June 30
	2007		2006		2007		2006
Gross Income
Lease income	$	12.2	$	9.7	$	24.2	$	18.9
Interest income on loans		1.0		1.7		1.9		2.5
Asset remarketing income		8.0		2.7		8.2		22.4
Fees		0.3		0.6		0.7		2.2
Other income		0.3		1.1		1.1		2.3
Revenues		21.8		15.8		36.1		48.3
Affiliate earnings		15.5		13.2		33.6		27.3
		37.3		29.0		69.7		75.6
Ownership Costs
Depreciation		3.0		1.5		5.6		3.1
Interest expense, net		4.0		4.5		7.9		8.9
Operating lease expense		0.8		1.0		1.6		2.0
		7.8		7.0		15.1		14.0
Operating Costs
Asset impairment charges		—		—		1.5		2.9
Other operating expenses		3.1		0.7		2.1		0.9
		3.1		0.7		3.6		3.8
Segment profit	$	26.4	$	21.3	$	51.0	$	57.8

Specialty’s Portfolio Data

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

	June 30
	2007		2006
Net book value of owned assets (a)	$	489.3	$	492.2
Net book value of managed portfolio		448.6		524.4

(a) Includes off balance sheet assets

Comparison of the First Six Months of 2007 to the First Six Months of 2006

Segment Profit

     Specialty’s segment profit for the first six months of 2007 was $6.8 million lower than the prior year, primarily due to the absence of a $14.0 million residual sharing fee from the managed portfolio received in the prior year, partially offset by current year growth in affiliate earnings.

Gross Income

     Gross income for 2007 was $5.9 million lower than the prior year. Lease income of $24.2 million was $5.3 million higher than the prior year, primarily due to income from investments in operating lease assets made in 2006 and 2007. Asset remarketing income was $14.2 million lower than the prior year, primarily due to the $14.0 million residual sharing fee received in the prior year. Fee income decreased $1.5 million, primarily due to lower managed assets resulting from prior year sales in the portfolio. Share of affiliate earnings increased $6.3 million from the prior year, primarily due to higher marine joint venture operating income.

20

Ownership Costs

     Ownership costs were $1.1 million higher than the prior year, primarily as a result of an increase in depreciation due to new investments in operating lease assets made in 2006 and 2007, partially offset by lower interest expense primarily related to lower debt levels.

Operating Costs

     Asset impairment charges were related to residual value guarantees in the current year and certain cost method investments in the prior year. Other operating expenses in the prior year included the reversal of a $2.2 million loss provision and $0.9 million of previously accrued barge property taxes. Excluding these reversals, other operating costs were $1.9 million lower than the prior year primarily due to favorable fair value adjustments for warrants, partially offset by higher marine operating costs.

Comparison of Second Quarter 2007 to Second Quarter 2006

Segment Profit

     Specialty’s segment profit for the second quarter of 2007 was $5.1 million higher than the prior year, primarily due to remarketing gains associated with the early buyout of leveraged lease assets.

Gross Income

     Gross income for the second quarter of 2007 was $8.3 million higher than the prior year. Lease income was $2.5 million higher, primarily due to income from operating lease investments made in 2006 and 2007. Asset remarketing income was $5.3 million higher, primarily due to current year remarketing gains from the early buyout of leveraged lease assets. Share of affiliate earnings increased $2.3 million, primarily due to higher marine joint venture operating income.

Ownership Costs

     Ownership costs for the second quarter of 2007 were $0.8 million higher than the prior year, primarily as a result of an increase in depreciation due to new investments in operating lease assets made in 2006 and 2007.

Operating Costs

     Other operating expenses of $3.1 million for the second quarter of 2007 were $2.4 million higher than the prior year, primarily as a result of prior year reversals of a $2.2 million loss provision and $0.9 million of previously accrued barge property taxes.

ASC

Segment Summary

     In June 2006, ASC acquired six vessels from Oglebay Norton Marine Services. These vessels operated throughout the current year sailing season compared to only 25 days in the prior year. Difficult weather conditions contributed to a delayed start to the current year sailing season, however, all vessels are fully utilized and demand on the Great Lakes, with the exception of some softness in the limestone sector, remains high.

21

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

	Three Months Ended				Six Months Ended
	June 30				June 30
	2007		2006		2007			2006
Gross Income
Marine operating revenues	$	72.8	$	54.7	$	80.4		$	63.1
Lease income		1.0		1.1		2.1			2.1
Other income		—		—		—			0.1
		73.8		55.8		82.5			65.3
Ownership costs
Depreciation		4.1		2.6		4.1			2.6
Interest expense, net		2.6		1.6		5.1			2.9
		6.7		4.2		9.2			5.5
Operating costs
Maintenance expense		5.9		3.6		6.2			3.9
Marine operating expense		52.7		37.9		58.6			44.6
Other operating expenses		—		—		(0.2	)		—
		58.6		41.5		64.6			48.5
Segment profit	$	8.5	$	10.1	$	8.7		$	11.3

Comparison of the First Six Months of 2007 to the First Six Months of 2006.

Segment Profit

     ASC’s segment profit for the first six months of 2007 decreased $2.6 million from the prior year. The variance was primarily attributable to current year winter maintenance costs for the six vessels acquired in 2006. These costs were excluded from ASC’s operations in 2006 due to the timing of the acquisition.

Gross Income

     Gross income for the first six months of 2007 increased $17.2 million from the prior year. The increase was primarily due to a full period of operation for the acquired vessels. Average freight rate increases, reflecting both real rate growth and the recovery of increases in fuel costs, also contributed to the increase. Offsetting this increase somewhat, was the negative impact of weather delays at the outset of the 2007 sailing season.

Ownership Costs

     ASC’s ownership costs for the first six months of 2007 increased $3.7 million from the prior year. Depreciation and interest expense related to the acquired vessels increased $1.4 million and $2.3 million, respectively, reflecting a full period of expense recognition.

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Operating Costs

     Operating costs for the first six months of 2007 increased $16.1 million from the prior year. The variance was primarily due to a full period of operation for the six acquired vessels, which resulted in additional marine operating expense of approximately $13.0 million. ASC also experienced higher fuel costs, which are largely offset by fuel cost escalators attached to freight rates, and increased vessel labor costs. Maintenance expense increased primarily as a result of winter maintenance costs of $1.2 million for the acquired vessels that were recorded in the current year. These costs were excluded from ASC’s operations in 2006 due to the timing of the acquisition.

Comparison of Second Quarter 2007 to Second Quarter 2006

Segment Profit

     ASC’s segment profit for the second quarter of 2007 decreased $1.6 million from the prior year. The decrease was primarily attributable to current year winter maintenance costs for the six vessels acquired in 2006. These costs were excluded from ASC’s operations in 2006 due to the timing of the acquisition. Current period results include a full quarter of operations for the acquired vessels compared to 25 days of operations in June of the prior year.

Gross Income

     Gross income for the second quarter of 2007 increased $18.0 million from the prior year. The increase was primarily due to a full quarter of operation for the acquired vessels. Average freight rate increases across all commodities, reflecting both real rate growth and recovery of increases in fuel costs, also contributed to the increase. Offsetting this increase somewhat, was the negative impact of weather delays at the outset of the 2007 sailing season.

Ownership Costs

     Ownership costs for the second quarter of 2007 increased $2.5 million from the prior year. Depreciation and interest expense related to the acquired vessels increased $1.4 million and $1.1 million, respectively, reflecting a full quarter of expense recognition.

Operating Costs

     Operating costs for the second quarter of 2007 increased $17.1 million from the prior year. The increase was primarily due to a full quarter of operation for the six acquired vessels, which resulted in additional marine operating expense of approximately $12.5 million. ASC also experienced higher fuel costs, which were largely offset by fuel cost escalation provisions included in ASC’s customer contracts, and increased vessel labor costs. Maintenance expense increased primarily as a result of winter maintenance costs of $1.2 million for the acquired vessels that were recorded in the current year. These costs were excluded from ASC’s operations in 2006 due to the timing of their acquisition.

Other

     Other is comprised of unallocated interest expense, selling, general and administrative expenses (“SG&A”), 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
	2007			2006			2007			2006
Selling, general and administrative expenses	$	39.2		$	38.3		$	77.2		$	72.1
Unallocated interest expense, net		(3.6	)		1.1			(8.4	)		3.1
Other, including eliminations		(0.4	)		(0.3	)		(0.5	)		(0.5	)
Income taxes		24.3			15.3			46.2			36.3

23

SG&A, Unallocated Interest and Other

     For the first six months of 2007, SG&A increased $5.1 million, primarily due to the recognition in 2007 of $1.6 million of severance costs related to corporate staff reductions following the sale of Air, and, in the prior year, the combination of favorable adjustments of certain accruals and refunds received on prior year benefit claims. In the second quarter of 2007, SG&A increased $0.9 million, primarily due to higher compensation and severance expenses.

     Unallocated interest expense is the balance of external interest expense remaining after allocation to the segments based on assigned leverage targets. The unallocated amount is a function of GATX’s consolidated leverage compared to the combined leverage of the reporting segments. Consolidated leverage was greater than the segments in 2006, but materially less than the segments in 2007, primarily resulting from the repayment of debt following the sale of Air. Thus, unallocated interest expense was a credit in 2007 compared to an expense in 2006.

Income Taxes

     GATX’s effective tax rate for continuing operations was 36% for the six months ended June 30, 2007, compared to 31% for the six months ended June 30, 2006. The variance in the rate was primarily due to a $5.9 million deferred tax benefit recognized in 2006, attributable to a reduction in the Canadian statutory rate.

     On January 1, 2007, GATX adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”), which is an interpretation of SFAS No. 109, Accounting for Income Taxes. SFAS No. 109 does not prescribe a recognition threshold or measurement attribute for the financial statement recognition and measurement of a tax position taken in a tax return. FIN 48 clarifies the application of SFAS No. 109 by defining criteria that an individual tax position must meet for any tax benefit to be recognized in an enterprise’s financial statements. As a result of the implementation of FIN 48, GATX recorded a decrease in the liability for unrecognized tax benefits and a corresponding increase of $11.0 million to the 2007 opening balance of retained earnings. See Note 10 to the consolidated financial statements for additional information.

Discontinued Operations

     Discontinued operations consist of the Company’s former Air and Technology segments. On January 17, 2007, GATX completed the sale of its Air joint ventures for gross proceeds of $227.1 million.

     The following table summarizes certain operating data for Discontinued Operations (in millions).

	Three Months Ended						Six Months Ended
	June 30						June 30
	2007			2006			2007			2006
Revenues	$	—		$	36.7		$	0.5		$	72.4
(Loss) income before taxes		(1.8	)		(0.3	)		(5.3	)		13.0
(Loss) income from operations, net of taxes		(0.4	)		(6.4	)		(1.0	)		1.4
(Loss) gain on disposal of segment, net of taxes		(0.7	)		6.1			(2.2	)		6.6
Net (loss) income from discontinued operations	$	(1.1	)	$	(0.3	)	$	(3.2	)	$	8.0

     See Note 12 to the consolidated financial statements for additional information.

Cash Flow and Liquidity

     Over the course of a full year, GATX expects to generate significant cash flow from a combination of operating activities and investment portfolio proceeds. This cash flow is used to service debt, pay dividends, and fund portfolio investments and capital additions. Cash flow 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 quarter to quarter. The following discussion of cash flow activity is presented excluding the impact of discontinued operations.

     Net cash provided by operating activities of continuing operations for the first six months of 2007 was $158.5 million, an increase of $49.3 million from the prior year period primarily due to higher lease income and allocated tax benefits. During 2007, GATX expects to fully utilize its NOL and AMT credit carryforwards. As a result, GATX made estimated federal income tax payments of $7.4 million in the second quarter, which reflected payments of $25.3 million allocated to discontinued operations and benefits of $17.9 million allocated to continuing operations. No federal income tax payments or benefits were reflected in 2006 cash flows.

24

     Portfolio investments and capital additions for the first six months of 2007 totaled $239.7 million, a decrease of $107.6 million from the comparable 2006 period. Rail investments of $191.2 million were $29.6 million higher than the prior year, while Specialty investments of $45.8 million were $8.6 million lower. Additionally, in 2006, ASC invested $127.6 million primarily related to the acquisition of six marine vessels from Oglebay Norton Marine Services.

     Portfolio proceeds of $136.5 million for the first six months of 2007 increased $77.4 million from the prior year period primarily due to proceeds received from the maturity of investment securities and asset remarketing, partially offset by lower loan payments.

     Repayments of debt were $175.2 million in 2007 and were primarily attributable to the principal repaid for convertible notes. In the first six months of 2007, GATX also repurchased 4.0 million shares of its common stock for $192.0 million.

     Net cash provided by discontinued operations of $191.0 million in 2007 consisted primarily of proceeds received upon completion of the Air sale, partially offset by allocated income taxes.

     GATX also expects to meet debt, lease and dividend obligations through commercial paper issuances, committed revolving credit facilities and the issuance of secured and unsecured debt. GATX utilizes both domestic and international banks and capital markets.

     In the second quarter of 2007, the existing senior unsecured revolving bank facility was amended and restated to extend the maturity from June of 2010 to May of 2012, increase the facility amount to $550 million and eliminate the net worth covenant. At June 30, 2007, availability under the credit facility was $535.5 million, with $14.5 million of letters of credit issued, backed by the facility and no commercial paper outstanding. The revolving credit facility contains various restrictive covenants, which apply to GATX, including an asset coverage test and a minimum fixed charge coverage ratio. The indentures for GATX’s public debt, as well as agreements covering bank and other financings also contain various restrictive covenants and certain negative pledge provisions. GATX does not anticipate any covenant violation in the credit facility, indentures, bank or other financings, nor does it anticipate that any of these covenants will restrict its operations or its ability to procure additional financing. At June 30, 2007, GATX was in compliance with all covenants and conditions of the credit facility and of the indentures and had $85.8 million of unrestricted cash.

     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, 2007, GATX’s long-term unsecured debt was rated BBB+ by S&P and Baa1 by Moody’s. GATX’s short-term unsecured debt was rated A-2 by S&P and P-2 by Moody’s. GATX’s rating outlook from both agencies was stable.

     At June 30, 2007, GATX’s unconditional purchase obligations of $572.7 million were primarily for railcars to be acquired and were comprised as follows (in millions):

	Payments Due by Period
			Remainder
	Total		of 2007		2008		2009		2010		2011		Thereafter
Rail	$	462.9	$	209.0	$	166.5	$	87.4	$	—	$	—	$	—
Specialty		109.8		109.8		—		—		—		—		—
	$	572.7	$	318.8	$	166.5	$	87.4	$	—	$	—	$	—

25

Critical Accounting Policies

     Since December 31, 2006, there have been no changes to GATX’s critical accounting policies. Refer to GATX’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006, for a summary of GATX’s policies.

Non-GAAP Financial Information

     This report includes references to off balance sheet assets or off balance sheet debt, which are computed using non-GAAP components as defined by the Securities and Exchange Commission. Off balance sheet assets refer to assets leased in under operating leases, which are not recorded on the balance sheet. Off balance sheet debt refers to the estimated underlying obligation associated with the leased-in assets. GATX estimates the asset and obligation amount by calculating the present value of committed future operating lease payments using the interest rate implicit in each lease. Off balance sheet assets and the related debt are used in the calculation of leverage for each segment, which affects the amount of interest expense that is allocated to the segments. This calculation is not in accordance with, or a substitute for, GAAP and may be different from, or inconsistent with, calculations used by other companies.

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

	June 30
	2007		2006
Consolidated On Balance Sheet Assets	$	4,367.9	$	5,835.0
Off Balance Sheet Assets		1,263.2		1,380.0
Total On and Off Balance Sheet Assets	$	5,631.1	$	7,215.0

Item 3. Quantitative and Qualitative Disclosures about Market Risk

     Since December 31, 2006, 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, and no significant changes in underlying market conditions. For a discussion of the Company’s exposure to market risk, refer to Part II: Item 7A, Quantitative and Qualitative Disclosure about Market Risk reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.

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 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, 2007, that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

26

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

     Since December 31, 2006, there have been no material changes or new developments in GATX’s legal proceedings. For a discussion of these proceedings, refer to Part I: Item 3, Legal Proceedings reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.

Item 1A. Risk Factors

     Since December 31, 2006, 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, reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.

27

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

     (c) The following is a summary of stock repurchases for the quarter ended June 30, 2007. On January 25, 2007, GATX’s Board of Directors authorized a $300 million share repurchase program expected to be completed in 2007. The Company’s share repurchase program authorizes both open market and private repurchase transactions.

	Issuer Purchases of Equity Securities
							(d)
							Maximum Number
							(or Approximate
					(c)		Dollar Value) of
					Total Number of Shares		Shares that May Yet
	(a)		(b)		Purchased as Part of		Be Purchased
	Total Number of		Average Price		Publicly Announced		Under the Plans or
Total	Shares Purchased		Paid per Share(1)		Plans or Programs		Programs (1)
April 1 – 30, 2007		680,685	$	48.92		680,685	$169.0 million
May 1-31, 2007		618,200	$	50.01		618,200	$138.1 million
June 1-30, 2007		598,200	$	50.03		598,200	$108.2 million
Totals		1,897,085	$	48.22		1,897,085

(1) Does not include commissions paid to repurchase shares.

Item 6. Exhibits

Exhibits:

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

28

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 31, 2007

29

EXHIBIT INDEX

Exhibit
Number	Exhibit Description
	Filed with this Report:
2.1	Sixth Supplemental Agreement dated as of May 16, 2007, between GATX Corporation and Macquarie Aircraft Leasing Limited
2.2	Seventh Supplemental Agreement dated as of May 29, 2007, between GATX Corporation and Macquarie Aircraft Leasing Limited.
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).
	Incorporated by Reference:
3.2	Amended and Restated Bylaws of GATX are incorporated by reference to Exhibit 3.2 to GATX’s Report on Form 8-K dated May 11, 2007.
10.1	Amended and Restated Five Year Credit Agreement dated May 15, 2007, among GATX Corporation, as Borrower, Citibank, N.A., as Administrative Agent, Citigroup Global Markets, Inc., as Lead Arranger and Book Manager, JPMorgan Chase Bank, N.A. and Bank of America, N.A., as Co-Syndication Agents, LaSalle Bank, national Association, and Bayerische Landesbank, acting through its New York branch, as Co-Documentation Agents and the lenders party thereto is incorporated herein by reference to Exhibit 10.1 to GATX’s Report on Form 8-K dated May 16, 2007.

30

EX-2.1

                                                                     EXHIBIT 2.1

                            DATED AS OF MAY 16, 2007

                                     BETWEEN

                           GATX FINANCIAL CORPORATION
                                    as Seller

                                       and

                       MACQUARIE AIRCRAFT LEASING LIMITED
                                    as Buyer

                        RELATING TO THE SALE AND PURCHASE

                                       of

                              THE GATX AIR BUSINESS

                                   ----------

                          SIXTH SUPPLEMENTAL AGREEMENT

                                   ----------



SIXTH SUPPLEMENTAL AGREEMENT dated as of May 16, 2007 between GATX Financial
Corporation, a Delaware corporation ("SELLER"), and Macquarie Aircraft Leasing
Limited, a company incorporated under the laws of the Republic of Ireland
("BUYER").

WITNESSETH:

WHEREAS, Seller and Buyer entered into the Sale and Purchase Agreement.

WHEREAS, Seller and Buyer entered into the First Supplemental Agreement, the
Second Supplement Agreement, the Third Supplemental Agreement, the Fourth
Supplemental Agreement and the Fifth Supplemental Agreement amending the Sale
and Purchase Agreement and agreeing certain additional matters.

WHEREAS, Seller and Buyer wish to make a certain further amendment to the Sale
and Purchase Agreement.

Accordingly, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, Seller and Buyer agree as follows:

1.   DEFINITIONS

1.1  Definitions

     As used in this Sixth Supplemental Agreement (including the recitals
     hereto) and save as otherwise defined herein, terms defined in the Sale and
     Purchase Agreement shall bear the same respective meanings ascribed to them
     in the Sale and Purchase Agreement when used in this Sixth Supplemental
     Agreement and:

     "FIRST SUPPLEMENTAL AGREEMENT" means the Supplemental Agreement dated as of
     November 30, 2006 between Seller and Buyer amending and supplementing the
     Sale and Purchase Agreement;

     "SECOND SUPPLEMENTAL AGREEMENT" means the Supplemental Agreement dated as
     of 17 January 2007 between Seller and Buyer amending and supplementing the
     Sale and Purchase Agreement;

     "THIRD SUPPLEMENTAL AGREEMENT" means the Supplemental Agreement dated as of
     29 January 2007 between Seller and Buyer amending and supplementing the
     Sale and Purchase Agreement;

     "FOURTH SUPPLEMENTAL AGREEMENT" means the Supplemental Agreement dated as
     of 31 January 2007 between Seller and Buyer amending and supplementing the
     Sale and Purchase Agreement;



     "FIFTH SUPPLEMENTAL AGREEMENT" means the Supplemental Agreement dated as of
     6 February 2007 between Seller and Buyer amending and supplementing the
     Sale and Purchase Agreement; and

     "SALE AND PURCHASE AGREEMENT" means the Sale and Purchase Agreement dated
     as of September 28, 2006 between Seller and Buyer.

1.2  Other Definitional and Interpretative Provisions

     Clause 1.2 of the Sale and Purchase Agreement is hereby deemed to be
     incorporated herein as if all references therein to "this Agreement" were
     references to this Sixth Supplemental Agreement.

2.   AMENDMENT

     The Sale and Purchase Agreement is amended as follows: the expression
     "thirty (30)" which appears in the second sentence of Clause 2.9.1 is
     deleted and replaced with the expression "seventy-five (75)".

3.   MISCELLANEOUS

3.1  The provisions of Clauses 13.1, 13.2, 13.3, 13.4, 13.5, 13.6, 13.8 and
     13.10 are hereby deemed to be incorporated herein as if all references
     therein to "this Agreement" were references to this Sixth Supplemental
     Agreement.

3.2  References to "this Agreement" in the Sale and Purchase Agreement are
     deemed to be references to the Sale and Purchase Agreement as amended by
     this Sixth Supplemental Agreement.



IN WITNESS WHEREOF, the parties to this Sixth Supplemental Agreement have caused
this Sixth Supplemental Agreement to be duly executed by their respective
authorized officers of the day and year first above written.

Seller

GATX FINANCIAL CORPORATION


By:
    ---------------------------------
Name: Robert C. Lyons
Title: Vice President and Chief
       Financial Officer


Buyer

MACQUARIE AIRCRAFT LEASING LIMITED


By:
    ---------------------------------
Name: Stephen W. Cook
Title: Director

EX-2.2

                                                                     EXHIBIT 2.2

                            DATED AS OF MAY 29, 2007

                                     BETWEEN

                           GATX FINANCIAL CORPORATION
                                    as Seller

                                       and

                       MACQUARIE AIRCRAFT LEASING LIMITED
                                    as Buyer

                        RELATING TO THE SALE AND PURCHASE

                                       of

                              THE GATX AIR BUSINESS

                                   ----------

                         SEVENTH SUPPLEMENTAL AGREEMENT

                                   ----------



SEVENTH SUPPLEMENTAL AGREEMENT dated as of May 29, 2007 between GATX Financial
Corporation, a Delaware corporation ("SELLER"), and Macquarie Aircraft Leasing
Limited, a company incorporated under the laws of the Republic of Ireland
("BUYER").

WITNESSETH:

WHEREAS, Seller and Buyer entered into the Sale and Purchase Agreement.

WHEREAS, Seller and Buyer entered into the First Supplemental Agreement, the
Second Supplemental Agreement, the Third Supplemental Agreement, the Fourth
Supplemental Agreement, the Fifth Supplemental Agreement and the Sixth
Supplemental Agreement amending the Sale and Purchase Agreement and agreeing
certain additional matters.

WHEREAS, Seller and Buyer wish to make certain further amendments to the Sale
and Purchase Agreement and supplement certain of the agreements set forth in the
Sale and Purchase Agreement.

Accordingly, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, Seller and Buyer agree as follows:

1    DEFINITIONS

1.1  Definitions

     As used in this Seventh Supplemental Agreement (including the recitals
     hereto) and save as otherwise defined herein, terms defined in the Sale and
     Purchase Agreement shall bear the same respective meanings ascribed to them
     in the Sale and Purchase Agreement and:

     "FIRST SUPPLEMENTAL AGREEMENT" means the Supplemental Agreement dated as of
     November 30, 2006 between Seller and Buyer amending and supplementing the
     Sale and Purchase Agreement;

     "SECOND SUPPLEMENTAL AGREEMENT" means the Supplemental Agreement dated as
     of January 17, 2007 between Seller and Buyer amending and supplementing the
     Sale and Purchase Agreement;

     "THIRD SUPPLEMENTAL AGREEMENT" means the Supplemental Agreement dated as of
     January 29, 2007 between Seller and Buyer amending and supplementing the
     Sale and Purchase Agreement;

     "FOURTH SUPPLEMENTAL AGREEMENT" means the Supplemental Agreement dated as
     of January 31, 2007 between Seller and Buyer amending and supplementing the
     Sale and Purchase Agreement;

     "FIFTH SUPPLEMENTAL AGREEMENT" means the Supplemental Agreement dated as of
     February 6, 2007 between Seller and Buyer amending and supplementing the
     Sale and Purchase Agreement;

     "SIXTH SUPPLEMENTAL AGREEMENT" means the Supplemental Agreement dated as of
     May 16, 2007 between Seller and Buyer amending and supplementing the Sale
     and Purchase Agreement;



     "OMNIBUS AGREEMENTS" means together the Omnibus Agreements each dated 14
     March 2007 between Seller, Buyer and certain other persons in relation to
     certain of the Ex-Im 2001 Financing Documents in respect of the Aircraft
     with manufacturer's serial number 28829 or the Aircraft with manufacturer's
     serial number 30567, as the case may be; and

     "SALE AND PURCHASE AGREEMENT" means the Sale and Purchase Agreement dated
     as of September 28, 2006 between Seller and Buyer.

1.2  Other Definitional and Interpretative Provisions

     Capitalized terms used herein but not otherwise defined herein shall have
     the meaning ascribed to such terms in the Sale and Purchase Agreement.
     Clause 1.2 of the Sale and Purchase Agreement is hereby deemed to be
     incorporated herein as if all references therein to "this Agreement" were
     references to this Seventh Supplemental Agreement.

2.   AMENDMENTS

     The Sale and Purchase Agreement is amended as follows:

2.1  The introductory clause of Clause 2.2 is hereby amended and restated to
     read in its entirety as follows:

     "Upon the terms and subject to the conditions set forth in this Agreement,
     on the Closing Date (or, (i) with respect to any Material Contract related
     to any Deferred Partnership Asset Owning Entity, the relevant Deferred Date
     or (ii) with respect to any other Additional Assets, such other date as
     Buyer and Seller may agree), Seller shall, or shall cause an Other Selling
     Party to, sell, assign, convey, transfer and deliver to Buyer or, if so
     requested by Buyer, to an Affiliate of Buyer reasonably acceptable to
     Seller, and Buyer shall, or shall cause the relevant Affiliate of Buyer as
     aforesaid to, purchase, acquire, accept and assume, all of the right, title
     and interest of the applicable Selling Party in and to the following
     (collectively, the "ADDITIONAL ASSETS"), as such Additional Assets exist on
     the Closing Date (or the relevant Deferred Date or other date as Buyer or
     Seller may agree, as the case may be):".

2.2  The introductory clause of Clause 2.5 is hereby amended and restated to
     read in its entirety as follows:

     "Upon the terms and subject to the conditions of this Agreement, Buyer
     agrees that it shall, or it shall cause its Affiliate to whom any
     Additional Assets related to any of the Liabilities described below are
     transferred pursuant to Clause 2.2 of this Agreement to, effective at the
     Closing (or such other dated as Buyer and Seller may agree) to assume from
     the Selling Parties and to satisfy and discharge when due the following
     specific Liabilities, other than the Retained Liabilities (the "ASSUMED
     LIABILITIES"):"

2.3  The following provision is hereby inserted as Clause 2.11:

     "2.11 Transfers to Affiliates

     Notwithstanding anything to the contrary contained in this Agreement, it is
     understood and agreed that if and to the extent any Additional Assets are
     transferred to an Affiliate of Buyer (rather than to Buyer itself) pursuant
     to the terms of Clause 2.2 and/or an


                                       -2-



     Affiliate of Buyer (rather than Buyer itself) assumes any Assumed
     Liabilities pursuant to the terms of Clause 2.5, Buyer shall nonetheless
     remain directly obligated for all of its obligations hereunder, including
     with respect to such Additional Assets.".

2.4  Clause 6.5.1 is hereby amended as follows:

     Subject to Seller's receipt of the payment contemplated by the following
     sentence, Buyer and Seller agree that, in respect of that certain Focused
     Air Aircraft Airbus A320-200 aircraft bearing manufacturer's serial number
     331 (the "Affected Aircraft"), the provisions of Clause 6.5.1 of the Sale
     and Purchase Agreement related to proceeds from the sale of the Affected
     Aircraft are no longer effective and Seller shall have no right to a
     payment in respect of the sale of the Affected Aircraft under said Clause
     6.5.1. As consideration for Seller waiving its right to any such payment,
     Buyer agrees that, concurrently with its purchase of the third-party
     interests in GATX/CL Air (the "Third-Party Interests"), Buyer shall pay
     Seller, by wire transfer of immediately available funds, an amount equal to
     (a) $2,828,228.40 minus (b) the aggregate amount of all rental proceeds
     paid by Buyer to Seller pursuant to Clause 6.5.1 of the Sale and Purchase
     Agreement in respect of the Affected Aircraft between (and including) March
     26, 2007 through (and including) the May 29, 2007) plus (c) the aggregate
     amount of all maintenance reserves and other payments made by Seller in
     respect of the Affected Aircraft between (and including) March 26, 2007
     through (and including) the May 29, 2007) plus (d) interest accrued at 7%
     per annum from time to time on the amount equal to (a) minus (b) plus (c)
     from March 26, 2007 until the date Buyer pays such amount. Although Buyer
     is purchasing the Third-Party Interests on an aggregate basis and,
     therefore, the Affected Aircraft has not been individually valued in
     connection therewith, Buyer hereby represents and warrants to Seller that
     the amount that Seller is receiving for its share of the Affected Aircraft
     is, in Buyer's reasonable opinion, reasonably equivalent to the amount that
     the other partners of GATX / CL Air could reasonably be expected to
     allocate to the Affected Aircraft in connection with their sale of the
     Third-Party Interests to Buyer. For the avoidance of doubt, it is
     understood and agreed that, notwithstanding the foregoing, Buyer shall
     continue to be obligated to pay Seller its portion of any incentive fees
     received by GATX/CL Air pursuant to the terms of Clause 6.5 of the Sale and
     Purchase Agreement.

2.5  The following provision is hereby added at the end of Clause 7.11:

     "It is the intention of Buyer and Seller that Seller's remarketing
     obligations under the A321 GTL Documents (the "Remarketing Obligations") be
     transferred to, and assumed by, Buyer. If a direct transfer of the
     Remarketing Obligations is not possible, then Buyer and Seller will in good
     faith determine an alternative structure (such as a subcontracting or
     similar arrangement) whereby Buyer performs the Remarketing Obligations on
     Seller's behalf. Regardless of the structure that is used, it is the
     intention of the parties that any benefits and liabilities associated with
     the Remarketing Obligations (including any payments received by Seller in
     connection with the Remarketing Obligations) be for the account of Buyer."


                                       -3-



3.   ADDITIONAL DESIGNATED CONTRACTS

     3.1 Each of Buyer and Seller agree that (i) the "Assigned Agreements" as
defined in that certain Assignment and Assumption Agreement being entered into
by Buyer and Seller on the date hereof and (ii) the following agreements (the
agreements referred to in the foregoing clauses (i) and (ii) being the
"Additional Designated Contracts") shall each be a "Designated Contract" for
purposes of the Agreement:

          -    Aircraft Maintenance and Modification Services Agreement dated
               January 26, 2006 between Seller and Southern California Aviation,
               LLC.

          -    Licence entered into in September 17, 2003 between AMT-SYBEX
               (Software) Limited, as Licensor, and Seller, as Licensee.

          -    Commercial SFE/BFE Proposal, dated May 24, 2006, between Seller
               and Honeywell International Inc.

          -    Customer Services General Terms Agreement related to Boeing
               Aircraft dated 23 December 2002 between The Boeing Company and
               Seller (and related agreements)

     Each of Buyer and Seller agree that the amount owing by Seller to Buyer in
connection with the working capital adjustment contemplated by Clause 6.1 hereof
shall be reduced by $5,000 in order to reimburse Seller for certain
out-of-pocket costs and expenses (including, without limitation, fees of outside
counsel) incurred by Seller in connection with the transfer of the Additional
Designated Contracts.

4.   CLAIMS AGAINST VARIG

     4.1 Each of Buyer and Seller acknowledge and agree that upon the execution
of this Sixth Supplemental Agreement and without any further action on the part
of any party, any claims in bankruptcy that Seller or any of its Affiliates
(including G3AC) have against Viacao Aerea Rio Grandense, S.A. (VARIG) with
respect to an unpaid loan (balance $735,687), unpaid reserves (balance
$966,327.69), return condition claims ($7,800,000) and/or unpaid rent (balance
$810,000) (collectively, "Varig Claims") shall transfer to Buyer. Buyer shall
promptly disburse to Seller 50% of any amounts (a) recovered by Buyer with
respect to any Varig Claims or (b) received by Buyer from any sale of any Varig
Claims, in each case net of expenses incurred by Buyer in connection with
obtaining such recoveries or making such sales. Notwithstanding the foregoing,
it is understood and agreed that Buyer shall have no obligation to take any
actions with respect to or otherwise pursue any Varig Claims. If Buyer does
pursue any Varig Claims, Seller shall provide Buyer with access to any documents
in Seller's possession that Buyer may reasonably request in connection
therewith.

5.   TAX LEASES

     For the avoidance of doubt and without limiting the provisions of Clauses
7.11 and 7.12, Buyer shall continue to use its reasonable best efforts to obtain
the release of Seller from the guarantees referenced in Clauses 7.11 and 7.12.

6.   WORKING CAPITAL ADJUSTMENT

     6.1 Buyer and Seller hereby agree that attached as Exhibit A to this
Seventh Supplement Agreement is a document setting forth the Closing Working
Capital as agreed upon


                                       -4-



by Buyer and Seller (the "Final Closing Working Capital"). Notwithstanding the
previous sentence, each of Buyer and Seller acknowledge and agree that they have
not yet reached agreement on the treatment of the following two items for
purposes of the calculation of the Final Closing Working Capital: (x) a payment
in the amount of $343,535.67 received by Seller on November 28, 2006 and (y) a
transposition error in the amount of $4,000 on a Vueling Payment (collectively,
the "Disputed Items"). Each of Buyer and Seller acknowledge and agree that they
shall work in good faith to reach agreement with respect to the Disputed Items
as soon as reasonably practicable after the date hereof. In accordance with the
terms the Sale and Purchase Agreement and based on the calculation of the Final
Closing Working Capital (as modified by the resolution of the Disputed Items if
applicable), Buyer and Seller further hereby agree that Seller shall, promptly
after the resolution of the Disputed Items, pay to Buyer an amount ranging from
$1,169,416.82 or $881,821.15 (depending on the resolution of the Disputed Items)
plus interest thereon as determined in accordance with Clause 2.8 of the Sale
and Purchase Agreement (the "Working Capital Settlement Amount"). Each of Buyer
and Seller hereby acknowledge and agree that the payment of the Working Capital
Settlement Amount by Seller to Buyer represents the final settlement of any
claims among the parties with respect to the Working Capital of the Business
(whether pursuant to the Sale and Purchase Agreement or otherwise) and,
effective upon payment by Seller to Buyer of the agreed Working Capital
Settlement Amount, each of Buyer and Seller (on behalf of themselves and their
respective Affiliates) hereby fully and unconditionally releases the other party
(and such other party's respective Affiliates) from any such claims.

7.   SUPPLEMENTAL AGREEMENTS

     7.1 In the event of any inconsistency between the terms of either of the
Omnibus Agreements or any of the Assignment and Assumption Agreements or other
conveyance documents delivered at the Closing, the Deferred Closing or at any
other time in connection with the Sale and Purchase Agreement, on the one hand,
and the Sale and Purchase Agreement, on the other hand, with respect to the
respective rights and obligations of Seller and Buyer as against the other, the
terms of the Sale and Purchase Agreement shall prevail.

8.   MISCELLANEOUS

     8.1 The provisions of Clauses 13.1, 13.2, 13.3, 13.4, 13.5, 13.6, 13.8 and
13.10 are hereby deemed to be incorporated herein as if all references therein
to "this Agreement" were references to this Seventh Supplemental Agreement.

     8.2 References to "this Agreement" in the Sale and Purchase Agreement are
deemed to be references to the Sale and Purchase Agreement as amended by this
Seventh Supplemental Agreement.


                                       -5-



IN WITNESS WHEREOF, the parties to this Seventh Supplemental Agreement have
caused this Seventh Supplemental Agreement to be duly executed by their
respective authorized officers as of the day and year first above written.

Seller

GATX FINANCIAL CORPORATION


By:
    ---------------------------------
Name: Robert C. Lyons
Title: Vice President and Chief Financial Officer


Buyer

MACQUARIE AIRCRAFT LEASING LIMITED


By:
    ---------------------------------
Name:
      -------------------------------
Title:
       ------------------------------


                                       -6-

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 31, 2007

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 31, 2007

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, 2007, 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                              /s/ Robert C. Lyons
- ------------------------------------  ------------------------------------------
        Brian A. Kenney                                   Robert C. Lyons
    Chairman, President and                          Senior Vice President and
    Chief Executive Officer                            Chief Financial Officer

July 31, 2007

      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.