10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2011

or

¨ 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.)

222 West Adams Street

Chicago, Illinois 60606-5314

(Address of principal executive offices, including zip code)

(312) 621-6200

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act).

x	Large accelerated filer	¨	Accelerated filer
¨	Non-accelerated filer	¨	Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

As of September 30, 2011, 46.6 million common shares were outstanding.

GATX CORPORATION

FORM 10-Q

QUARTERLY REPORT FOR THE PERIOD ENDED SEPTEMBER 30, 2011

INDEX

Item No.		Page No.
Part I – FINANCIAL INFORMATION
Item 1. Financial Statements
	Consolidated Balance Sheets (Unaudited)		1
	Consolidated Statements of Income (Unaudited)		2
	Consolidated Statements of Cash Flows (Unaudited)		3
	Notes to the Consolidated Financial Statements (Unaudited)		4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Forward Looking Statements		16
	Business Overview		16
	Discussion of Operating Results		17
	Segment Operations		18
	Cash Flow and Liquidity		27
	Critical Accounting Policies		29
	Non-GAAP Financial Measures		29
Item 3. Quantitative and Qualitative Disclosures about Market Risk			30
Item 4. Controls and Procedures			30
Part II – OTHER INFORMATION
Item 1. Legal Proceedings			31
Item 1A. Risk Factors			31
Item 6. Exhibits			32
SIGNATURE			33
EXHIBIT INDEX			34

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

GATX CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

($ in millions, except share data)

	September 30 2011			December 31 2010
Assets
Cash and Cash Equivalents	$	115.0		$	78.5
Restricted Cash		50.6			56.6
Receivables
Rent and other receivables		78.3			70.6
Loans		18.6			0.5
Finance leases		330.3			347.7
Less: allowance for possible losses		(11.8	)		(11.6	)
		415.4			407.2
Operating Assets and Facilities
Rail (includes $123.5 and $123.7 relating to a consolidated VIE at September 30, 2011 and December 31, 2010, respectively)		5,652.7			5,513.6
Specialty		372.9			280.8
ASC		373.6			389.1
Less: allowance for depreciation (includes $17.8 and $13.6 relating to a consolidated VIE at September 30, 2011 and December 31, 2010, respectively)		(2,061.2	)		(2,049.7	)
		4,338.0			4,133.8
Investments in Affiliated Companies		547.5			486.1
Goodwill		92.7			92.7
Other Assets		197.3			187.5
Total Assets	$	5,756.5		$	5,442.4
Liabilities and Shareholders’ Equity
Accounts Payable and Accrued Expenses	$	150.0		$	114.6
Debt
Commercial paper and borrowings under bank credit facilities		124.2			115.6
Recourse		3,145.6			2,801.8
Nonrecourse (includes $48.1 and $56.2 relating to a consolidated VIE at September 30, 2011 and December 31, 2010, respectively)		157.8			217.2
Capital lease obligations		14.3			41.9
		3,441.9			3,176.5
Deferred Income Taxes		769.8			750.6
Other Liabilities		239.5			287.0
Total Liabilities		4,601.2			4,328.7
Shareholders’ Equity
Preferred stock ($1.00 par value, 5,000,000 shares authorized, 16,644 and 16,694 shares of Series A and B $2.50 Cumulative Convertible Preferred Stock issued and outstanding as of September 30, 2011 and December 31, 2010, respectively, aggregate liquidation preference of $1.0)		*			*
Common stock ($0.625 par value, 120,000,000 authorized, 65,718,449 and 65,482,950 shares issued and 46,595,929 and 46,360,430 shares outstanding as of September 30, 2011 and December 31, 2010, respectively)		41.0			40.9
Additional paid in capital		638.9			626.2
Retained earnings		1,153.6			1,116.9
Accumulated other comprehensive loss		(117.9	)		(110.0	)
Treasury stock at cost (19,122,520 shares at September 30, 2011 and December 31, 2010)		(560.3	)		(560.3	)
Total Shareholders’ Equity		1,155.3			1,113.7
Total Liabilities and Shareholders’ Equity	$	5,756.5		$	5,442.4

* Less than $0.1 million.

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

1

GATX CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(in millions, except per share data)

	Three Months  Ended September 30				Nine Months  Ended September 30
	2011		2010		2011		2010
Gross Income
Lease income	$	227.9	$	216.1	$	679.9	$	651.0
Marine operating revenue		70.3		64.8		138.0		125.5
Asset remarketing income		16.2		10.1		33.3		28.4
Other income		23.5		17.7		66.3		55.6
Revenues		337.9		308.7		917.5		860.5
Share of affiliates’ earnings		1.8		5.7		33.9		30.6
Total Gross Income		339.7		314.4		951.4		891.1
Ownership Costs
Depreciation		57.7		54.3		167.3		161.1
Interest expense, net		40.9		41.3		126.9		125.1
Operating lease expense		31.7		35.0		99.6		104.4
Total Ownership Costs		130.3		130.6		393.8		390.6
Other Costs and Expenses
Maintenance expense		68.5		65.7		208.6		198.7
Marine operating expense		50.5		43.7		98.6		85.2
Selling, general and administrative		38.5		31.0		112.3		97.3
Other expense		8.2		15.1		32.9		39.5
Total Other Costs and Expenses		165.7		155.5		452.4		420.7
Income before Income Taxes		43.7		28.3		105.2		79.8
Income Taxes		10.8		7.2		26.0		18.5
Net Income	$	32.9	$	21.1	$	79.2	$	61.3
Per Share Data
Basic	$	0.71	$	0.45	$	1.71	$	1.33
Average number of common shares (in millions)		46.5		46.2		46.4		46.1
Diluted		0.70		0.45		1.68		1.31
Average number of common shares and common share equivalents (in millions)		47.2		46.7		47.1		47.0
Dividends declared per common share	$	0.29	$	0.28	$	0.87	$	0.84

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)

	Nine Months  Ended September 30
	2011			2010
Operating Activities
Net income	$	79.2		$	61.3
Adjustments to reconcile income to net cash provided by operating activities:
Gains on sales of assets		(51.2	)		(35.1	)
Depreciation		176.0			169.3
Provision (reversal of provision) for losses		0.3			(0.2	)
Asset impairment charges		2.5			5.8
Deferred income taxes		18.9			12.7
Share of affiliates’ earnings, net of dividends		(28.2	)		(1.4	)
Change in income taxes payable		11.5			(4.9	)
Change in accrued operating lease expense		(32.5	)		(38.2	)
Employee benefit plans		(4.0	)		(20.2	)
Other		15.3			1.5
Net cash provided by operating activities		187.8			150.6
Investing Activities
Additions to operating assets and facilities		(327.7	)		(219.5	)
Loans extended		(19.1	)		—
Investments in affiliates		(113.2	)		(24.9	)
Other		(0.1	)		(0.1	)
Portfolio investments and capital additions		(460.1	)		(244.5	)
Purchases of leased-in assets		(61.1	)		(1.5	)
Portfolio proceeds		108.9			55.4
Proceeds from sales of other assets		31.5			21.9
Proceeds from sale-leaseback		—			78.9
Net decrease in restricted cash		6.0			1.2
Net cash used in investing activities		(374.8	)		(88.6	)
Financing Activities
Net proceeds from issuances of debt (original maturities longer than 90 days)		545.9			259.1
Repayments of debt (original maturities longer than 90 days)		(277.1	)		(298.0	)
Net increase in debt with original maturities of 90 days or less		9.1			2.6
Payments on capital lease obligations		(18.5	)		(4.4	)
Employee exercises of stock options		5.1			0.8
Cash dividends		(42.3	)		(40.3	)
Net cash provided by (used in) financing activities		222.2			(80.2	)
Effect of Exchange Rate Changes on Cash and Cash Equivalents		1.3			0.1
Net increase (decrease) in Cash and Cash Equivalents during the period		36.5			(18.1	)
Cash and Cash Equivalents at beginning of period		78.5			41.7
Cash and Cash Equivalents at end of period	$	115.0		$	23.6

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

3

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1. Description of Business

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

NOTE 2. Basis of Presentation

The accompanying unaudited consolidated financial statements of GATX Corporation and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by these accounting principles for complete financial statements. In the opinion of management, all adjustments (which are of a normal recurring nature) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2011, are not necessarily indicative of the results that may be achieved for the entire year ending December 31, 2011. In particular, ASC’s fleet is generally inactive for a significant portion of the first quarter of each year due to the winter conditions on the Great Lakes. In addition, the timing of asset remarketing income is dependent, in part, on market conditions and, therefore, does not occur evenly from period to period. For further information, refer to the consolidated financial statements and footnotes for the year ended December 31, 2010, as set forth in the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission (“SEC”).

Accounting Adjustment

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

New Accounting Pronouncements

Multiemployer Benefit Plans — In September 2011, the Financial Accounting Standards Board (“FASB”) issued authoritative accounting guidance that requires an entity to provide additional quantitative and qualitative disclosures about its involvement in multiemployer pension and other postretirement benefit plans. The disclosures include the entity’s level of participation in multiemployer benefit plans, the financial health of those plans, and the nature of the entity’s commitments to the plans. The guidance becomes effective for annual periods ending after December 15, 2011, with early adoption permitted. The application of the new guidance will not impact GATX’s financial position, results of operations or cash flows.

Goodwill — In September 2011, the FASB issued authoritative accounting guidance that provides an entity the option to assess qualitative factors to determine if performing the two-step goodwill impairment test is necessary. The assessment of qualitative factors requires an entity to evaluate all events or circumstances that could impact the likelihood that the fair value of a reporting unit is less than its carrying amount. The guidance becomes effective for periods beginning after December 15, 2011, with early adoption permitted. Upon adoption, GATX may revise its goodwill impairment testing policy, but application of the new guidance will not impact GATX’s financial position, results of operations or cash flows.

Presentation of Comprehensive Income — In June 2011, the Financial Accounting Standards Board (“FASB”) issued authoritative accounting guidance that revises the requirements for reporting other comprehensive income and its components. The guidance requires an entity to present net income and other comprehensive income in one continuous statement or in two separate, but consecutive, statements. The guidance becomes effective for periods beginning after December 15, 2011, with early adoption permitted. Upon adoption, GATX may revise the presentation of its financial statements, but application of the new guidance will not impact GATX’s financial position, results of operations or cash flows.

4

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

Fair Value Measurement — In May 2011, the FASB issued authoritative accounting guidance that changes some fair value measurement principles, clarifies application of existing guidance, and enhances fair value disclosure requirements. The guidance requires an entity to disclose transfers between Level 1 and Level 2 fair value measurements and the reasons for those transfers. The guidance becomes effective for periods beginning after December 15, 2011. Application of the new guidance is not expected to impact GATX’s financial position, results of operations or cash flows.

NOTE 3. Investments in Affiliated Companies

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

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

	Three Months Ended September 30				Nine Months  Ended September 30
	2011		2010		2011		2010
Revenues	$	165.9	$	155.5	$	502.0	$	488.9
Pre-tax income reported by affiliates		6.7		15.7		89.2		57.8

In the third quarter of 2011, the Clipper Fourth Limited and Clipper Fourth APS (collectively, the “Clipper Entities”) marine joint ventures, in each of which GATX held a 45% interest, were dissolved. In connection with the dissolutions, GATX contributed $62.1 million, representing its share of the Clipper Entities’ outstanding debt, and received liquidating distributions consisting of six vessels with an aggregate fair value of $88.8 million. GATX recognized an impairment loss of $5.2 million as a result of the transfer, which is reflected in share of affiliates’ earnings.

5

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

NOTE 4. Fair Value Disclosure

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

	September 30, 2011		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Interest rate derivatives (a)	$	17.3	$	—	$	17.3	$	—
Foreign exchange rate derivatives (b)		2.3		—		2.3		—
Available for sale equity securities		3.3		3.3		—		—
Liabilities
Interest rate derivatives (a)		3.0		—		3.0		—

	December 31, 2010		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Interest rate derivatives (a)	$	17.6	$	—	$	17.6	$	—
Available for sale equity securities		4.3		4.3		—		—
Liabilities
Interest rate derivatives (a)		4.6		—		4.6		—
Foreign exchange rate derivatives (b)		0.5		—		0.5		—

(a) Designated as hedges

(b) Not designated as hedges

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

The following tables set forth certain disclosures relating to GATX’s non-recurring Level 3 fair value measurements (in millions):

Nine months ended September 30	Fair Value of Assets		Carrying Value of Assets		Impairment Losses
2011	$	3.2	$	5.4	$	2.2
2010		3.8		9.6		5.8

Three months ended September 30	Fair Value of Assets		Carrying Value of Assets		Impairment Losses
2011	$	1.0	$	2.0	$	1.0
2010		0.3		0.7		0.4

6

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

For the first nine months and third quarter of 2011, impairment losses of $2.2 million and $1.0 million, respectively, primarily related to scrapped wheelsets in Rail’s European fleet. For the first nine months and third quarter of 2010, impairment losses of $1.0 million and $0.4 million, respectively, related to scrapped wheelsets in Rail’s European fleet. Also in the first nine months of 2010, impairment losses of $4.8 million related to an industry-wide, regulatory mandate issued by the Association of American Railroads that resulted in a significant decrease to the expected economic life of 358 aluminum hopper railcars. In each case, the fair value was determined using discounted cash flow methodologies and third-party appraisal data, as applicable.

Derivative instruments

GATX recognizes all derivative instruments at fair value and classifies them on the balance sheet as either other assets or other liabilities. Classification of derivative activity in the statements of income and cash flows is generally determined by the nature of the hedged item. Gains and losses on derivatives that are not accounted for as hedges are classified as other operating expenses and the related cash flows are included in cash flows from operating activities. Although GATX does not hold or issue derivative financial instruments for purposes other than hedging, certain derivatives may not qualify for hedge accounting. Changes in the fair value of these derivatives are recognized in earnings immediately.

Fair Value Hedges — GATX uses interest rate swaps to convert fixed rate debt to floating rate debt and to manage the fixed to floating rate mix of its debt obligations. For fair value hedges, changes in fair value of both the derivative and the hedged item are recognized in earnings as interest expense. As of September 30, 2011 and December 31, 2010, GATX had three instruments outstanding with an aggregate notional amount of $350.0 million for each period. As of September 30, 2011, these derivatives had maturities ranging from 2012-2015.

Cash Flow Hedges — GATX uses interest rate swaps to convert floating rate debt to fixed rate debt and to manage the fixed to floating rate mix of its debt obligations. GATX also uses interest rate swaps and Treasury rate locks to hedge its exposure to interest rate risk on existing and anticipated transactions. As of September 30, 2011 and December 31, 2010, GATX had 12 instruments and 13 instruments outstanding, respectively, with an aggregate notional amount of $78.0 million and $130.4 million, respectively. As of September 30, 2011, these derivatives had maturities ranging from 2012-2015. Within the next 12 months, GATX expects to reclassify $7.1 million ($4.5 million after-tax) of net losses on previously terminated derivatives from accumulated other comprehensive income (loss) to earnings. Amounts are reclassified when interest and operating expense related to the hedged risks affect earnings.

Certain of GATX’s derivative instruments contain credit risk provisions that could require GATX to make immediate payment on net liability positions in the event that GATX defaulted on certain outstanding debt obligations. The aggregate fair value of all derivative instruments with credit risk related contingent features that are in a liability position as of September 30, 2011 was $3.0 million. GATX is not required to post any collateral on its derivative instruments and does not expect the credit risk provisions to be triggered.

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

7

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

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

Derivative Designation	Location of Gain (Loss) Recognized	Three Months  Ended September 30						Nine Months  Ended September 30
		2011			2010			2011			2010
Fair value hedges (a)	Interest expense	$	0.4		$	4.0		$	(0.3	)	$	11.7
Cash flow hedges	Amount recognized in other comprehensive income (loss) (effective portion)		0.8			(2.7	)		(5.1	)		(10.9	)
Cash flow hedges	Amount reclassified from accumulated other comprehensive loss to interest expense (effective portion)		(2.1	)		(2.0	)		(6.0	)		(5.7	)
Cash flow hedges	Amount reclassified from accumulated other comprehensive loss to operating lease expense (effective portion)		(0.4	)		(0.4	)		(1.2	)		(1.2	)
Cash flow hedges	Amount recognized in other expense (ineffective portion)		(0.4	)		—			(0.4	)		(0.1	)

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

Other Financial Instruments

The carrying amounts of cash and cash equivalents, restricted cash, money market funds, rent and other receivables, accounts payable, commercial paper and bank credit facilities approximate fair value due to the short maturity of those instruments. The fair values of investment funds were based on the best information available and may include quoted investment fund values. The fair values of loans and fixed and floating rate debt were estimated based on discounted cash flow analyses using interest rates representative of loans with similar terms to borrowers of comparable credit quality. The following table sets forth the carrying amounts and fair values of GATX’s other financial instruments as of (in millions):

	September 30, 2011				December 31, 2010
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets
Investment funds	$	4.4	$	7.3	$	6.8	$	10.2
Loans		18.6		18.7		0.5		0.5
Liabilities
Recourse fixed rate debt	$	2,653.9	$	2,784.7	$	2,459.3	$	2,615.9
Recourse floating rate debt		491.7		487.5		342.5		341.5
Nonrecourse debt		157.8		168.0		217.2		233.0

NOTE 5. Commercial Commitments

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

8

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

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

	September 30 2011		December 31 2010
Affiliate guarantees	$	50.0	$	30.0
Asset residual value guarantees		34.1		48.0
Lease payment guarantees		48.3		52.7
Total guarantees (a)		132.4		130.7
Standby letters of credit and bonds		10.9		11.5
	$	143.3	$	142.2

(a) At September 30, 2011 and December 31, 2010, the carrying values of liabilities on the balance sheet for guarantees were $6.6 million and $7.3 million, respectively. The expirations of these guarantees range from 2011 to 2019. GATX is not aware of any event that would require it to satisfy these guarantees.

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

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

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

GATX and its subsidiaries are also parties to standing letters of credit and bonds primarily related to workers’ compensation and general liability insurance coverages. No material claims have been made against these obligations. At September 30, 2011, GATX does not expect any material losses to result from these off balance sheet instruments since performance is not anticipated to be required.

NOTE 6. Variable Interest Entities

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

GATX is the primary beneficiary of a consolidated VIE related to a structured lease financing for a portfolio of railcars because it has the power to direct the significant activities of the VIE through its ownership of the equity interests in the transaction.

9

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

The carrying amounts of assets and liabilities of the VIE that GATX consolidates were as follows (in millions):

	September 30 2011		December 31 2010
Operating assets, net of accumulated depreciation (a)	$	105.7	$	110.1
Nonrecourse debt		48.1		56.2

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

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

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

	September 30, 2011				December 31, 2010
	Net Carrying Amount		Maximum Exposure to Loss		Net Carrying Amount		Maximum Exposure to Loss
Investments in affiliates	$	78.4	$	78.4	$	60.9	$	60.9
Leveraged leases		72.2		72.2		74.1		74.1
Other investment		0.9		0.9		1.0		1.0
Total	$	151.5	$	151.5	$	136.0	$	136.0

NOTE 7. Comprehensive Income

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

	Three Months  Ended September 30					Nine Months  Ended September 30
	2011			2010		2011			2010
Net income	$	32.9		$	21.1	$	79.2		$	61.3
Other comprehensive (loss) income, net of taxes:
Foreign currency translation (loss) gain		(56.4	)		44.3		(16.9	)		(28.2	)
Unrealized (loss) gain on securities		(0.2	)		0.1		(0.6	)		0.8
Unrealized (loss) gain on derivative instruments		(1.0	)		—		6.8			(4.5	)
Post retirement benefit plans		0.9			0.2		2.8			2.0
Comprehensive (loss) income	$	(23.8	)	$	65.7	$	71.3		$	31.4

NOTE 8. Share-Based Compensation

In the first nine months of 2011, GATX granted 417,600 stock appreciation rights (“SARs”), 200,736 restricted stock units, 87,570 performance shares and 14,831 phantom stock units. For the three and nine months ended September 30, 2011, total share-based compensation expense was $2.0 million ($1.2 million after tax) and $6.9 million ($4.3 million after tax), respectively. For the three and nine months ended September 30, 2010, total share-based compensation expense was $1.6 million ($1.0 million after tax) and $5.0 million ($3.1 million after tax), respectively.

10

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

The weighted average estimated fair value of GATX’s 2011 SAR awards and underlying assumptions thereof are noted in the table below. The vesting period for the 2011 SAR grant is 3 years, with 1/3 vesting after each year.

	2011
Weighted average fair value of SAR award	$	13.88
Annual dividend	$	1.16
Expected life of the SAR, in years		4.3
Risk free interest rate		1.6	%
Dividend yield		3.4	%
Expected stock price volatility		41.91	%

NOTE 9. Income Taxes

GATX’s effective tax rate was 25% for the nine months ended September 30, 2011, compared to 23% for the nine months ended September 30, 2010. In the prior year, GATX’s liability for unrecognized tax benefits was reduced by $3.7 million in connection with the close of various federal and foreign tax audits. Additionally, a $1.9 million deferred tax benefit was recognized in connection with a reduction in the statutory tax rates of the United Kingdom. In the current year, GATX recognized a $4.1 million deferred tax benefit in connection with a further reduction in the statutory tax rates of the United Kingdom. Excluding the effect of these tax benefits from each year, GATX’s effective tax rate for the first nine months of 2011 and 2010 was 29% and 30% respectively. The difference between the 2011 and 2010 effective tax rates was driven by variability in the mix of pre-tax income, including share of affiliates’ earnings, among domestic and foreign jurisdictions, which are taxed at different rates.

As of September 30, 2011, GATX’s gross liability for unrecognized tax benefits totaled $43.7 million, which, if fully recognized, would decrease income tax expense by $23.3 million ($21.2 million net of federal tax).

NOTE 10. Pension and Other Post-Retirement Benefits

The components of pension and other post-retirement benefit costs for the three months ended September 30, 2011 and 2010, were as follows (in millions):

	2011 Pension Benefits			2010 Pension Benefits			2011 Retiree Health and Life			2010 Retiree Health and Life
Service cost	$	1.4		$	1.2		$	0.1		$	(0.1	)
Interest cost		5.2			5.6			0.6			0.6
Expected return on plan assets		(8.4	)		(8.5	)		—			—
Amortization of:
Unrecognized prior service credit		(0.3	)		(0.2	)		—			(0.1	)
Unrecognized net actuarial loss (gain)		1.8			1.1			(0.1	)		(0.2	)
Net costs (a)	$	(0.3	)	$	(0.8	)	$	0.6		$	0.2

The components of pension and other post-retirement benefit costs for the nine months ended September 30, 2011 and 2010, were as follows (in millions):

	2011 Pension Benefits			2010 Pension Benefits			2011 Retiree Health and Life			2010 Retiree Health and Life
Service cost	$	4.1		$	4.0		$	0.2		$	0.1
Interest cost		15.6			16.6			1.7			1.8
Expected return on plan assets		(25.0	)		(25.1	)		—			—
Amortization of:
Unrecognized prior service credit		(0.8	)		(0.8	)		(0.1	)		(0.1	)
Unrecognized net actuarial loss (gain)		5.4			4.5			(0.2	)		(0.2	)
Net costs (a)	$	(0.7	)	$	(0.8	)	$	1.6		$	1.6

(a) The amounts reported herein are based on estimated annual costs. Actual annual costs for the year ending December 31, 2011, may differ from these estimates.

11

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

NOTE 11. Earnings Per Share

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

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 September 30				Nine Months  Ended September 30
	2011		2010		2011		2010
Numerator:
Net income	$	32.9	$	21.1	$	79.2	$	61.3
Numerator for basic earnings per share — income available to common shareholders	$	32.9	$	21.1	$	79.2	$	61.3
Effect of dilutive securities:
After-tax interest expense on convertible securities		—		—		—		0.2
Numerator for diluted earnings per share — income available to common shareholders	$	32.9	$	21.1	$	79.2	$	61.5
Denominator:
Denominator for basic earnings per share — weighted average shares		46.5		46.2		46.4		46.1
Effect of dilutive securities:
Equity compensation plans		0.6		0.4		0.6		0.5
Convertible preferred stock		0.1		0.1		0.1		0.1
Convertible securities		—		—		—		0.3
Denominator for diluted earnings per share — adjusted weighted average and assumed conversion		47.2		46.7		47.1		47.0
Basic earnings per share	$	0.71	$	0.45	$	1.71	$	1.33
Diluted earnings per share	$	0.70	$	0.45	$	1.68	$	1.31

NOTE 12. Legal Proceedings and Other Contingencies

Various legal actions, claims, assessments and other contingencies arising in the ordinary course of business are pending against GATX and certain of its subsidiaries. These matters are subject to many uncertainties, and it is possible that some of these matters could ultimately be decided, resolved or settled adversely. For a discussion of these matters, please refer to Note 22 to the Company’s consolidated financial statements as set forth in GATX’s Annual Report on Form 10-K for the year ended December 31, 2010. Except as noted below, there have been no material changes or developments in these matters.

12

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

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

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

After exhausting its appeals of the judgment entered against it, PKP filed suit against DEC in December 2005, alleging that DEC failed to fulfill its obligation to release PKP as a guarantor of the Kolsped Note and is purportedly liable to PKP, as a third party beneficiary of the Agreement. DEC filed an answer to the complaint denying the material allegations and raising numerous defenses, including, among others, that: (i) the Agreement did not create an actionable obligation, but rather was a condition precedent to the purchase of shares in Kolsped; (ii) DEC fulfilled that condition by issuing the DEC Note, which was subsequently lost by PKP and redeemed by a Polish court; (iii) PKP was not a third party beneficiary of the Agreement; and (iv) the action is barred by the governing limitations period. The first day of trial was held on March 5, 2008, and the second and final day of trial was held on December 7, 2009. On February 16, 2010, the court issued a written opinion in favor of DEC and rejecting all of PKP’s claims. PKP appealed and, on March 24, 2011, the Court of Appeals rejected the appeal and affirmed the trial court’s ruling. A further appeal by PKP to the Supreme Court is pending.

As of September 30, 2011, PKP’s claims for damages totaled approximately PLN 146.7 million, or $44.4 million, which consists of the principal amount, interest and costs allegedly paid by it to the Bank and statutory interest. Statutory interest would be assessed only if, on remand, the Court of Appeals or the trial court ultimately awards damages to PKP, in which case interest would be assessed on the amount of the award from the date of filing of the claim in December 2005, to the date of the award. The Company has recorded an accrual of $15.5 million for this litigation pending final resolution on appeal. While the ultimate resolution of this matter for an amount in excess of this accrual is possible, the Company believes that any such excess would not be material to its financial position or liquidity. However, such resolution could have a material adverse effect on the results of operations in a particular quarter or fiscal year.

NOTE 13. Financial Data of Business Segments

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

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

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

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

13

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

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

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

The following tables depict the profitability, financial position and capital expenditures of each of GATX’s business segments for the three and nine months ended September 30, 2011 and 2010 (in millions):

	Rail			Specialty		ASC		Other			GATX Consolidated
Three Months Ended September 30, 2011
Profitability
Revenues	$	242.6		$	23.7	$	71.3	$	0.3		$	337.9
Share of affiliates’ earnings		(2.0	)		3.8		—		—			1.8
Total gross income		240.6			27.5		71.3		0.3			339.7
Ownership costs		111.8			12.1		5.6		0.8			130.3
Other costs and expenses		65.8			3.9		57.2		0.3			127.2
Segment profit (loss)	$	63.0		$	11.5	$	8.5	$	(0.8	)		82.2
SG&A												38.5
Income before income taxes											$	43.7
Capital Expenditures
Portfolio investments and capital additions	$	133.8		$	62.1	$	3.3	$	0.8		$	200.0
Selected Balance Sheet Data at September 30, 2011
Investments in affiliated companies	$	163.0		$	384.5	$	—	$	—		$	547.5
Identifiable assets	$	4,448.6		$	862.0	$	286.3	$	159.6		$	5,756.5
Three Months Ended September 30, 2010
Profitability
Revenues	$	221.6		$	21.0	$	65.9	$	0.2		$	308.7
Share of affiliates’ earnings		(2.1	)		7.8		—		—			5.7
Total gross income		219.5			28.8		65.9		0.2			314.4
Ownership costs		112.8			12.2		5.6		—			130.6
Other costs and expenses		74.0			3.0		47.8		(0.3	)		124.5
Segment profit	$	32.7		$	13.6	$	12.5	$	0.5			59.3
SG&A												31.0
Income before income taxes											$	28.3
Capital Expenditures
Portfolio investments and capital additions	$	93.0		$	19.5	$	0.3	$	0.6		$	113.4
Selected Balance Sheet Data at December 31, 2010
Investments in affiliated companies	$	141.0		$	345.1	$	—	$	—		$	486.1
Identifiable assets	$	4,292.4		$	741.0	$	271.3	$	137.7		$	5,442.4

14

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

	Rail		Specialty		ASC		Other			GATX Consolidated
Nine Months Ended September 30, 2011
Profitability
Revenues	$	717.1	$	57.2	$	142.2	$	1.0		$	917.5
Share of affiliates’ earnings		13.4		20.5		—		—			33.9
Total gross income		730.5		77.7		142.2		1.0			951.4
Ownership costs		341.3		36.1		13.5		2.9			393.8
Other costs and expenses		217.9		10.6		110.8		0.8			340.1
Segment profit (loss)	$	171.3	$	31.0	$	17.9	$	(2.7	)		217.5
SG&A											112.3
Income before income taxes										$	105.2
Capital Expenditures
Portfolio investments and capital additions	$	290.1	$	151.4	$	15.9	$	2.7		$	460.1
Nine Months Ended September 30, 2010
Profitability
Revenues	$	676.1	$	54.7	$	128.6	$	1.1		$	860.5
Share of affiliates’ earnings		1.8		28.8		—		—			30.6
Total gross income		677.9		83.5		128.6		1.1			891.1
Ownership costs		340.3		35.0		13.2		2.1			390.6
Other costs and expenses		226.2		8.3		93.4		(4.5	)		323.4
Segment profit	$	111.4	$	40.2	$	22.0	$	3.5			177.1
SG&A											97.3
Income before income taxes										$	79.8
Capital Expenditures
Portfolio investments and capital additions	$	181.5	$	52.6	$	7.3	$	3.1		$	244.5

15

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

Forward Looking Statements

This document contains statements that may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and are subject to the safe harbor provisions of those sections and the Private Securities Litigation Reform Act of 1995. Some of these statements may be identified by words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “predict,” “project” or other words and terms of similar meaning. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, including those described in GATX’s Annual Report on Form 10-K for the year ended December 31, 2010 and other filings with the Securities and Exchange Commission (“SEC”), and that actual results or developments may differ materially from those in the forward-looking statements. Specific factors that might cause actual results to differ from expectations include, but are not limited to, general economic, market, regulatory and political conditions in the rail, marine, industrial and other industries served by GATX and its customers; lease rates, utilization levels and operating costs in GATX’s primary operating segments; conditions in the capital markets; changes in GATX’s credit ratings and financing costs; regulatory rulings that may impact the economic value and operating costs of assets; costs associated with maintenance initiatives; competitive factors in GATX’s primary markets including lease pricing and asset availability; operational and financial risks associated with long-term railcar purchase commitments; changes in loss provision levels within GATX’s portfolio; impaired asset charges that may result from changing market conditions or portfolio management decisions implemented by GATX; the opportunity for remarketing income; uncertainties in relations with labor unions representing GATX employees; and the outcome of pending or threatened litigation. Given these risks and uncertainties, readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis, judgment, belief or expectation only as of the date hereof. GATX has based these forward-looking statements on information currently available and disclaims any intention or obligation to update or revise these forward-looking statements to reflect subsequent events or circumstances.

Business Overview

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

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

Operating results for the nine months ended September 30, 2011 are not necessarily indicative of the results that may be achieved for the entire year ending December 31, 2011. For further information, refer to GATX’s Annual Report on Form 10-K, as filed with the SEC, which contains the Company’s consolidated financial statements for the year ended December 31, 2010.

16

DISCUSSION OF OPERATING RESULTS

Net income was $79.2 million, or $1.68 per diluted share, for the first nine months of 2011 compared to net income of $61.3 million, or $1.31 per diluted share, for the first nine months of 2010. Results for the first nine months of 2010 include after-tax income of $4.1 million, or $0.09 per diluted share, related to the favorable resolution of a litigation matter, $3.7 million, or $0.08 per diluted share, related to the reversal of an income tax accrual and $1.9 million, or $0.04 per diluted share, related to a deferred tax benefit attributable to a reduction in the statutory tax rates of the United Kingdom, partially offset by after-tax unrealized losses of $8.0 million, or $0.17 per diluted share, related to certain interest rate swaps at GATX’s European Rail affiliate, AAE Cargo A.G. (“AAE”). The 2011 results include a net benefit of $9.8 million, or $0.21 per diluted share, in after-tax unrealized gains related to certain interest rate swaps at AAE and a $4.1 million, or $0.09 per diluted share, deferred tax benefit attributable to a further reduction in the statutory tax rates of the United Kingdom.

Net income was $32.9 million, or $0.70 per diluted share, for the third quarter of 2011 compared to net income of $21.1 million, or $0.45 per diluted share, for the third quarter of 2010. Third quarter 2010 results include $2.7 million, or $0.06 per diluted share, of after-tax unrealized losses related to certain interest rate swaps at AAE and a $1.9 million, or $0.04 per diluted share, deferred tax benefit attributable to a reduction in the statutory tax rates of the United Kingdom. Results for the third quarter of 2011 include $2.8 million, or $0.06 per diluted share, of after-tax unrealized losses related to certain interest rate swaps at AAE and a $4.1 million, or $0.09 per diluted share, deferred tax benefit attributable to a further reduction in the statutory tax rates of the United Kingdom.

Total investment volume was $460.1 million for the first nine months of 2011 compared to $244.5 million for the first nine months of 2010.

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

	Three Months  Ended September 30					Nine Months  Ended September 30
	2011		2010			2011			2010
Gross Income
Rail	$	240.6	$	219.5		$	730.5		$	677.9
Specialty		27.5		28.8			77.7			83.5
ASC		71.3		65.9			142.2			128.6
Total segment gross income		339.4		314.2			950.4			890.0
Other		0.3		0.2			1.0			1.1
Consolidated Gross Income	$	339.7	$	314.4		$	951.4		$	891.1
Segment Profit
Rail	$	63.0	$	32.7		$	171.3		$	111.4
Specialty		11.5		13.6			31.0			40.2
ASC		8.5		12.5			17.9			22.0
Total Segment Profit		83.0		58.8			220.2			173.6
Less:
Selling, general and administrative expenses		38.5		31.0			112.3			97.3
Unallocated interest expense, net		0.8		—			3.1			2.3
Other income and expense, including eliminations		—		(0.5	)		(0.4	)		(5.8	)
Income taxes		10.8		7.2			26.0			18.5
Consolidated Net Income	$	32.9	$	21.1		$	79.2		$	61.3
Basic earnings per share	$	0.71	$	0.45		$	1.71		$	1.33
Diluted earnings per share	$	0.70	$	0.45		$	1.68		$	1.31

Return on Equity

The following table presents GATX’s return on equity (“ROE”) for the trailing twelve months ended September 30:

	2011			2010
ROE		8.8	%		7.5	%
ROE, excluding certain items (a)		7.1	%		6.9	%

(a) See definition under “Non-GAAP Financial Measures”

17

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 and GATX’s share of affiliates’ earnings attributable to the segments as well as ownership and operating costs that management believes are directly associated with the maintenance or operation of the revenue-earning assets. Operating costs include maintenance costs, marine operating costs, and other operating costs such as litigation, asset impairment charges, provisions for losses, environmental costs and asset storage costs. Segment profit excludes selling, general and administrative expenses, income taxes and certain other amounts not allocated to the segments. These amounts are discussed below under Other.

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

Rail

Market conditions continued to improve in the third quarter of 2011. Industry-wide, U.S. carloadings have increased modestly. Rail’s utilization in North America was 98.2%, consistent with the second quarter and higher than utilization of 96.8% at September 30, 2010. Lease rates on renewals improved during the quarter as indicated by the weighted average lease renewal rate on cars in the GATX Lease Price Index (the “LPI”, see definition below), which increased 9.6% from the weighted average expiring lease rate, compared to an increase of 4.4% for the second quarter and a decrease of 15.7% for the third quarter of 2010.

Rail entered 2011 with approximately 21,000 cars on leases scheduled to expire during the year, of which approximately 14,600 occurred through the current quarter. The majority of these leases were either renewed or the underlying railcars were placed with new customers. Lease terms on renewals for cars in the LPI averaged 49 months in the current quarter compared to 41 months for the second quarter and 36 months for the third quarter of 2010. In Europe, Rail’s wholly-owned tank car fleet increased due to investments in new cars. At the end of the third quarter of 2011, fleet utilization was 96.0% compared to 95.7% at the end of the second quarter and 95.3% at September 30, 2010. AAE, which serves the European freight railcar markets, has experienced modest improvement in its markets and fleet utilization is stable. During the first nine months of 2011, Rail’s investment volume was $290.1 million, compared to $181.5 million in 2010. In March 2011, GATX entered into an agreement to acquire 12,500 newly built railcars that are expected to deliver ratably over a five-year period.

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

	Three Months  Ended September 30						Nine Months  Ended September 30
	2011			2010			2011		2010
Gross Income
Lease income	$	212.1		$	201.4		$	632.8	$	606.6
Asset remarketing income		8.0			2.7			22.7		15.5
Other income		22.5			17.5			61.6		54.0
Revenues		242.6			221.6			717.1		676.1
Affiliate earnings		(2.0	)		(2.1	)		13.4		1.8
		240.6			219.5			730.5		677.9
Ownership Costs
Depreciation		49.6			46.1			146.4		141.2
Interest expense, net		30.8			32.0			96.1		95.5
Operating lease expense		31.4			34.7			98.8		103.6
		111.8			112.8			341.3		340.3
Other Costs and Expenses
Maintenance expense		61.8			61.6			196.4		190.5
Other costs		4.0			12.4			21.5		35.7
		65.8			74.0			217.9		226.2
Segment Profit	$	63.0		$	32.7		$	171.3	$	111.4

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GATX Lease Price Index

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

Rail’s Fleet Data

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

	September 30 2010			December 31 2010			March 31 2011			June 30 2011			September 30 2011
Beginning balance		108,626			108,800			111,389			109,780			108,764
Cars added		1,189			3,479			175			657			1,069
Cars scrapped		(917	)		(870	)		(963	)		(1,102	)		(602	)
Cars sold		(98	)		(20	)		(821	)		(571	)		(140	)
Ending balance		108,800			111,389			109,780			108,764			109,091
Utilization rate at quarter end		96.8	%		97.4	%		97.8	%		98.2	%		98.2	%
Average active railcars		104,611			106,732			108,061			106,935			106,984

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

	September 30 2010			December 31 2010			March 31 2011			June 30 2011			September 30 2011
Beginning balance		20,302			20,226			20,432			20,524			20,675
Cars added		61			298			109			164			200
Cars scrapped or sold		(137	)		(92	)		(17	)		(13	)		(47	)
Ending balance		20,226			20,432			20,524			20,675			20,828
Utilization rate at quarter end		95.3	%		95.7	%		95.8	%		95.7	%		96.0	%
Average active railcars		19,223			19,430			19,596			19,728			19,881

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

	September 30 2010			December 31 2010			March 31 2011			June 30 2011			September 30 2011
Beginning balance		536			542			550			560			572
Locomotives added		6			8			10			13			5
Locomotives scrapped or sold		—			—			—			(1	)		(5	)
Ending balance		542			550			560			572			572
Utilization rate at quarter end		98.7	%		97.6	%		97.7	%		97.7	%		95.9	%
Average active locomotives		531			536			541			553			560

Rail’s Lease Income

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

	Three Months  Ended September 30				Nine Months  Ended September 30
	2011		2010		2011		2010
North American railcars	$	161.6	$	157.6	$	484.8	$	476.7
European railcars		41.4		34.7		121.3		104.6
Locomotives		9.1		9.1		26.7		25.3
	$	212.1	$	201.4	$	632.8	$	606.6

Comparison of the First Nine Months of 2011 to the First Nine Months of 2010

Segment Profit

Rail’s segment profit for the first nine months of 2011 reflects unrealized gains of $11.0 million representing the change in the fair value of certain interest rate swaps at AAE, while segment profit for the first nine months of 2010 reflects unrealized losses of $8.9 million related to the interest rate swaps. Excluding the effect of these items from each period, Rail’s segment profit increased $10.4 million, primarily due to higher lease and asset remarketing income and higher scrapping gains, partially offset by lower affiliate earnings and higher maintenance costs.

Gross Income

Lease income in North America increased $9.5 million, primarily due to an average of approximately 2,500 more railcars and 40 more locomotives on lease. In Europe, a $16.7 million increase in lease income was driven primarily by an average of approximately 550 more railcars on lease and the foreign exchange rate effects of a weaker U.S. dollar. Asset remarketing income increased $7.2 million primarily due to more railcar sales in the current year. Other income was $7.6 million higher, primarily due to the combination of higher scrapping gains resulting from more cars scrapped at higher scrap steel rates and higher revenue from customer liability repairs, partially offset by the absence of income from certain end-of-lease settlements received in the prior year. Affiliates’ earnings increased $11.6 million from the prior year. Excluding the impact of the aforementioned interest rate swaps at AAE from the current and prior years, affiliates’ earnings declined $8.3 million, primarily due to the combination of a current year charge related to a bankrupt customer at AAE and the absence of a prior year asset remarketing gain at another affiliate.

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

Ownership Costs

Ownership costs were $1.0 million higher than prior year, primarily due to higher interest and depreciation expense related to new investments, including capitalized wheelsets in Europe, and the foreign exchange effects of a weaker U.S. dollar.

21

Other Costs and Expenses

In North America, maintenance costs increased by $2.9 million, primarily due to higher railroad repair volumes, partially offset by fewer base fleet repairs and lower regulatory compliance costs. In Europe, maintenance costs were $3.0 million higher, primarily due to a higher volume of underframe revisions in the current year and the foreign exchange effects of a weaker U.S. dollar.

Other costs in 2011 were $14.2 million lower than the prior year, primarily due to lower asset impairment charges, lower storage and switching fees, a favorable fair value adjustment on a foreign currency derivative in the current year, and net remeasurement gains on non-functional currency assets and liabilities in the current year compared to net losses in the prior year. Asset impairment charges of $2.6 million in the current year primarily related to wheelsets scrapped in Europe in connection with the wheelset replacement program. Asset impairments in the prior year primarily consisted of a $4.8 million charge in North America attributable to an Association of American Railroads industry-wide regulatory mandate that resulted in a significant decrease to the expected economic life of 358 GATX aluminum hopper railcars and a $1.0 million charge related to scrapped wheelsets in Europe.

Comparison of the Third Quarter 2011 to the Third Quarter 2010

Segment Profit

Rail’s segment profit for the third quarter of 2011 and 2010 reflects unrealized losses of $3.1 million and $3.0 million, respectively, representing the change in the fair value of certain interest rate swaps at AAE. Excluding the unrealized losses, Rail’s segment profit increased $30.4 million, primarily due to higher lease and asset remarketing income and higher scrapping gains.

Gross Income

Lease income in North America increased $4.0 million, primarily due to an average of approximately 2,400 more railcars and 29 more locomotives on lease. In Europe, a $6.7 million increase in lease income was driven primarily by an average of approximately 650 more railcars on lease, as well as by the foreign exchange effects of a weaker U.S. dollar. Asset remarketing income increased $5.3 million due to more railcar sales in the current year. Other income was $5.0 million higher, primarily due to higher scrapping gains resulting from higher scrap steel rates and higher revenue from customer liability repairs. Share of affiliates’ earnings was comparable to the prior year period.

Ownership Costs

Ownership costs were $1.0 million lower than the prior year, primarily due to lower interest rates, partially offset by higher depreciation expense related to new investments, including capitalized wheelsets in Europe, and the foreign exchange effects of a weaker U.S. dollar.

Other Costs and Expenses

In North America, maintenance costs increased $1.7 million, largely due to higher railroad repair volumes, partially offset by fewer base fleet repairs. In Europe, maintenance costs were $1.5 million lower, primarily due to a greater number of wheelsets expensed in the prior year in connection with the wheelset replacement program, partially offset by the foreign exchange effects of a weaker U.S. dollar.

Other costs were $8.4 million lower than the prior year, primarily due to lower storage and switching fees and a favorable fair value adjustment on a foreign currency derivative in the current year.

Specialty

Specialty’s total asset base, including off balance sheet assets, was $864.8 million at September 30, 2011, compared to $744.4 million at December 31, 2010, and $721.7 million at September 30, 2010. Investment volume was $151.4 million in the first nine months of 2011 compared to $52.6 million in the prior year period. Investments in 2011 primarily consisted of $113.2 million of equity investments in joint ventures, $19.1 million in senior secured loans and $19.1 million in marine assets. Challenging market conditions for Specialty’s marine affiliates continue due to a combination of inconsistent demand for marine transport services and vessel overcapacity in these markets, while Specialty’s Rolls-Royce affiliate continues to produce strong operating results.

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In the third quarter of 2011, the Clipper Fourth Limited and Clipper Fourth APS (collectively, the “Clipper Entities”) marine joint ventures, in each of which GATX held a 45% interest, were dissolved. In connection with the dissolutions, GATX contributed $62.1 million, representing its share of the Clipper Entities’ outstanding debt, and received liquidating distributions consisting of six vessels with an aggregate fair value of $88.8 million. GATX recognized an impairment loss of $5.2 million as a result of the transfer, which is reflected in share of affiliates’ earnings.

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

	Three Months  Ended September 30				Nine Months  Ended September 30
	2011		2010		2011		2010
Gross Income
Lease income	$	14.8	$	13.6	$	44.0	$	41.3
Asset remarketing income		8.2		7.4		10.6		12.9
Other income		0.7		—		2.6		0.5
Revenues		23.7		21.0		57.2		54.7
Affiliate earnings		3.8		7.8		20.5		28.8
		27.5		28.8		77.7		83.5
Ownership Costs
Depreciation		4.4		4.6		13.3		13.0
Interest expense, net		7.4		7.3		21.8		21.0
Operating lease expense		0.3		0.3		1.0		1.0
		12.1		12.2		36.1		35.0
Other Costs and Expenses		3.9		3.0		10.6		8.3
Segment Profit	$	11.5	$	13.6	$	31.0	$	40.2

Specialty’s Portfolio Data

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

	September 30 2010		December 31 2010		March 31 2011		June 30 2011		September 30 2011
Net book value of owned assets (a)	$	721.7	$	744.4	$	763.6	$	802.5	$	864.8
Net book value of managed portfolio	$	208.0	$	204.6	$	196.8	$	185.4	$	176.7

(a) Includes off balance sheet assets

Comparison of the First Nine Months of 2011 to the First Nine Months of 2010

Segment Profit

Specialty’s segment profit for the first nine months of 2011 was $9.2 million lower than the prior year, primarily due to lower affiliate earnings, including the aforementioned impairment loss.

Gross Income

Lease income was $2.7 million higher than the prior year, primarily due to income from new leases and higher pooled barge income. Asset remarketing income was $2.3 million lower than the prior year due to fewer asset sales. Other income was $2.1 million higher than the prior year, primarily due to gains on the sale of securities in the current year and interest income from new loans. Share of affiliates’ earnings decreased $8.3 million, primarily due to the aforementioned impairment loss and an adjustment attributable to an accounting change for residual value guarantees, partially offset by higher affiliate asset remarketing income in the current year.

Ownership Costs

Ownership costs were $1.1 million higher than the prior year, primarily due to depreciation and interest expenses on new investments.

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Other Costs and Expenses

Other costs and expenses increased $2.3 million, primarily due to higher operating costs for pooled barges and the absence of a bad debt recovery received in the prior year.

Comparison of the Third Quarter of 2011 to the Third Quarter of 2010

Segment Profit

Specialty’s segment profit for the third quarter of 2011 was $2.1 million lower than the prior year, primarily due to the aforementioned impairment loss, partially offset by higher revenues.

Gross Income

Lease income was $1.2 million higher than the prior year, primarily due to higher pooled barge income and income from new leases. Other income was $0.7 million higher than the prior year, primarily due to interest income from new loans. Share of affiliates’ earnings decreased $4.0 million, primarily due to the aforementioned impairment loss, partially offset by higher affiliate asset remarketing income in the current year.

Ownership Costs

Ownership costs were comparable to the prior year.

Other Costs and Expenses

Other costs and expenses increased $0.9 million, primarily due to higher operating costs for pooled barges.

ASC

U.S. steel production remained strong through the third quarter, continuing to drive customer demand for iron ore shipments. However, a work stoppage during the third quarter resulting from a strike by the licensed crew members represented by the American Maritime Officers (AMO) union negatively impacted operations. See “ASC Labor Agreement” below for a more detailed discussion of this event. During the first nine months of 2011, ASC carried 18.6 million net tons of freight compared to 19.5 million net tons in the prior year. ASC was operating 14 vessels at the end of the current quarter compared to 13 vessels in the prior year. ASC expects steady customer demand for tonnage through the remainder of the year; however, a full recovery of the lost tonnage from the work stoppage is uncertain.

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

	Three Months  Ended September 30				Nine Months  Ended September 30
	2011		2010		2011		2010
Gross Income
Marine operating revenues	$	70.3	$	64.8	$	138.0	$	125.5
Lease income		1.0		1.1		3.1		3.1
Other income		—		—		1.1		—
		71.3		65.9		142.2		128.6
Ownership Costs
Depreciation		3.7		3.6		7.6		6.9
Interest expense, net		1.9		2.0		5.9		6.3
		5.6		5.6		13.5		13.2
Other Costs and Expenses
Maintenance expense		6.7		4.1		12.2		8.2
Marine operating expense		50.5		43.7		98.6		85.2
		57.2		47.8		110.8		93.4
Segment Profit	$	8.5	$	12.5	$	17.9	$	22.0

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Comparison of the First Nine Months of 2011 to the First Nine Months of 2010

Segment Profit

ASC’s segment profit for the first nine months of 2011 was $4.1 million lower than the prior year, primarily due to higher maintenance costs as well as incremental expenses related to the aforementioned work stoppage, partially offset by a gain on the return of a leased-in vessel.

Gross Income

Gross income increased $13.6 million, primarily due to a combination of higher freight rates, a gain on the return of a leased-in vessel and higher fuel surcharges (which offset higher operating expenses), partially offset by lower freight volume.

Ownership Costs

Ownership costs were comparable to the prior year.

Other Costs and Expenses

Maintenance costs were $4.0 million higher, primarily due to more extensive winter work. Marine operating expenses increased $13.4 million, primarily due to increased fuel costs, which are recoverable through fuel surcharges, higher operating costs due to more vessels operating and expenses related to the aforementioned work stoppage.

Comparison of the Third Quarter of 2011 to the Third Quarter of 2010

Segment Profit

ASC’s segment profit for the third quarter of 2011 was $4.0 million lower than the prior year, primarily due to higher maintenance costs as well as incremental expenses related to the aforementioned work stoppage.

Gross Income

Gross income increased $5.4 million, primarily due to a combination of higher freight rates and higher fuel surcharges (which offset higher operating expenses), partially offset by lower freight volume.

Ownership Costs

Ownership costs were comparable to the prior year.

Other Costs and Expenses

Maintenance costs increased $2.6 million, primarily due to more extensive winter work. Marine operating expenses increased $6.8 million, primarily due to increased fuel costs, which are recoverable through fuel surcharges, and expenses related to the aforementioned work stoppage.

ASC Labor Agreement

Licensed crew members working aboard ASC’s Great Lakes vessels are represented for collective bargaining by the American Maritime Officers union (the “AMO”). The AMO-represented employees went on strike following the expiration of their labor contract on August 1, 2011. However, on August 5, 2011, ASC announced that the AMO-represented employees had agreed to return to work and ASC would restart operations. ASC and the AMO have agreed to extend the recently expired contract through 2011 and potentially into 2012, if needed, in order to negotiate a new labor agreement.

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ASC Regulatory Issues

In 2009, the U.S. Coast Guard (“Coast Guard”) issued proposed ballast water treatment standards, to be implemented in two phases, for allowable concentrations of living organisms in ballast water discharged when transiting between all major U.S. ports, including those on the Great Lakes. The phase-one standard is based on the International Maritime Organization’s standard. Installations of phase-one treatment systems would be required by the first dry-docking after 2016 for ASC’s existing fleet and all new vessels after January 2012. Adoption of the phase-two standard is subject to a technical review to determine whether technology to achieve the standard can be practicably implemented. If implemented, the phase-two standard would be 1,000-times more stringent than the phase-one standard. In January 2011, the Coast Guard announced that it expected to publish final rules in April, 2011; however, those rules have not yet been published. ASC continues to monitor legislative and regulatory proposals regarding ballast water treatment standards.

Other

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

Components of Other are outlined below (in millions):

	Three Months  Ended September 30					Nine Months  Ended September 30
	2011		2010			2011			2010
Selling, general and administrative expenses	$	38.5	$	31.0		$	112.3		$	97.3
Unallocated interest expense, net		0.8		—			3.1			2.3
Other income and expense, including eliminations		—		(0.5	)		(0.4	)		(5.8	)
Income taxes		10.8		7.2			26.0			18.5

SG&A in 2011 was $15.0 million and $7.5 million higher for the first nine months and third quarter, respectively, compared to the prior year. The increases were primarily due to higher compensation expenses, IT expenditures and outside services spending, partially offset by lower pension expense. Unallocated interest expense (the difference between external interest expense and amounts allocated to the reporting segments in accordance with assigned leverage targets) for the first nine months and third quarter of 2011 was $0.8 million higher than the prior year, primarily due to the timing of debt issuances and investment funding. Other income and expense for the first nine months of 2010 primarily reflected a $6.5 million benefit from the resolution of a litigation matter, partially offset by a $2.0 million addition to an environmental reserve related to a sold facility.

Income Taxes

GATX’s effective tax rate was 25% for the nine months ended September 30, 2011, compared to 23% for the nine months ended September 30, 2010. In the prior year, GATX’s liability for unrecognized tax benefits was reduced by $3.7 million in connection with the close of various federal and foreign tax audits. Additionally, a $1.9 million deferred tax benefit was recognized in connection with a reduction in the statutory tax rates of the United Kingdom. In the current year, GATX recognized a $4.1 million deferred tax benefit in connection with a further reduction in the statutory tax rates of the United Kingdom. Excluding the effect of these tax benefits from each year, GATX’s effective tax rate for the first nine months of 2011 and 2010 was 29% and 30% respectively. The difference between the 2011 and 2010 effective tax rates was driven by variability in the mix of pre-tax income, including share of affiliates’ earnings, among domestic and foreign jurisdictions, which are taxed at different rates.

As of September 30, 2011, GATX’s gross liability for unrecognized tax benefits totaled $43.7 million, which, if fully recognized, would decrease income tax expense by $23.3 million ($21.2 million net of federal tax).

26

Cash Flow and Liquidity

GATX generates a significant amount of cash from its operating activities and proceeds from its investment portfolio, which is used to service debt, pay dividends, and fund portfolio investments and capital additions. Cash flows from operations and portfolio proceeds are impacted by changes in working capital and the timing of asset dispositions. As a result, cash flow components may vary materially from quarter to quarter and year to year. As of September 30, 2011, GATX had unrestricted cash balances of $115.0 million.

The following table sets forth GATX’s principal sources and uses of cash for the nine months ended September 30 (in millions):

	2011			2010
Principal sources of cash
Net cash provided by operating activities	$	187.8		$	150.6
Portfolio proceeds		108.9			55.4
Other asset sales		31.5			21.9
Proceeds from sale-leaseback		—			78.9
Proceeds from issuance of debt, commercial paper and credit facilities		555.0			261.7
	$	883.2		$	568.5
Principal uses of cash
Portfolio investments and capital additions	$	(460.1	)	$	(244.5	)
Repayments of debt, commercial paper and credit facilities		(277.1	)		(298.0	)
Purchases of leased-in assets		(61.1	)		(1.5	)
Payments on capital lease obligations		(18.5	)		(4.4	)
Cash dividends		(42.3	)		(40.3	)
	$	(859.1	)	$	(588.7	)

Net cash provided by operating activities for the first nine months of 2011 was $187.8 million, an increase of $37.2 million from the prior year. The increase was primarily driven by higher lease income, lower U.S. pension plan contributions and net refunds for income and value added taxes in the current year compared to net payments in the prior year, partially offset by lower dividends from affiliates in the current year and other changes in working capital. The prior year also included a $13.1 million negative adjustment to cash from operations resulting from the correction of the overstatement of cash and cash equivalents at December 31, 2009.

Portfolio investments and capital additions for the first nine months of 2011 totaled $460.1 million, an increase of $215.6 million from the prior year. Rail and Specialty investments in 2011 were $290.1 million and $151.4 million, respectively, compared to $181.5 million and $52.6 million, respectively, in 2010.

Portfolio proceeds for the first nine months of 2011 of $108.9 million increased by $53.5 million from the prior year, primarily due to higher proceeds from asset sales and finance lease principal receipts. Proceeds from sales of other assets of $31.5 million for the first nine months of 2011 increased by $9.6 million from the prior year and primarily consisted of cash received from the scrapping of railcars.

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

Proceeds from the issuance of debt for the first nine months of 2011 were $555.0 million (net of hedges and debt issuance costs). Debt repayments of $277.1 million for the first nine months of 2011 primarily consisted of scheduled debt maturities.

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Short-Term Borrowings

The following table provides certain information regarding GATX’s short-term borrowings for the nine months ended September 30, 2011:

	North America (a)			Europe (b)
Balance as of September 30 (in millions)	$	98.0		$	26.2
Weighted average interest rate		0.5	%		2.1	%
Euro/Dollar exchange rate		n/a			1.3387
Average monthly amount outstanding during year (in millions)	$	99.1		$	38.6
Weighted average interest rate		0.4	%		2.9	%
Average Euro/Dollar exchange rate		n/a			1.4071
Average monthly amount outstanding during 3rd quarter (in millions)	$	118.6		$	44.3
Weighted average interest rate		0.4	%		3.7	%
Average Euro/Dollar exchange rate		n/a			1.4128
Maximum month-end amount outstanding (in millions)	$	228.7		$	52.6
Euro/Dollar exchange rate		n/a			1.3387

(a) Short-term borrowings in North America consist solely of commercial paper issued in the U.S.

(b) Short-term borrowings in Europe consist solely of borrowings under bank credit facilities.

In the second quarter of 2011, GATX terminated its existing $550 million senior unsecured revolving credit facility, and entered into a new 4-year senior unsecured revolving credit facility. The new facility amount is $560 million with a May 2015 maturity, and the covenants are substantially unchanged from the prior facility. As of September 30, 2011, availability under the new facility was $452.4 million, with $98.0 million of commercial paper outstanding and $9.6 million of letters of credit issued, both of which are backed by the facility.

Restrictive Covenants

The $560 million revolving credit facility contains various restrictive covenants, including requirements to maintain a minimum fixed charge coverage ratio and an asset coverage test. Certain bank term loans have the same financial covenants as the credit facility and another borrowing contains various restrictive covenants and certain negative pledge provisions. The indentures for GATX’s public debt also contain various restrictive covenants, including limitation on liens provisions, that limit the amount of secured indebtedness that GATX may incur, subject to several exceptions, including those permitting an unlimited amount of purchase money indebtedness and nonrecourse indebtedness. The loan agreements for certain of GATX’s wholly-owned European Rail subsidiaries (collectively, “GRE”) also contain restrictive covenants, including leverage and cash flow covenants specific to those subsidiaries, restrictions on making loans and limitations on the ability of these subsidiaries to repay loans to certain related parties (including GATX) and to pay dividends to GATX. The covenants relating to loans and dividends effectively limit the ability of GRE to transfer funds to GATX. GATX does not anticipate any covenant violations nor does it anticipate that any of these covenants will restrict its operations or its ability to procure additional financing. As of September 30, 2011, GATX was in compliance with all covenants and conditions of its credit agreements.

Credit Ratings

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 September 30, 2011, GATX’s long-term unsecured debt was rated BBB by S&P and Baa1 by Moody’s. GATX’s rating outlook from both agencies was stable. GATX’s short-term unsecured debt was rated A-2 by S&P and P-2 by Moody’s.

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Contractual Commitments

At September 30, 2011, GATX’s contractual commitments, including debt maturities, lease payments, and portfolio investments were (in millions):

	Payments Due by Period
	Total		2011		2012		2013		2014		2015		Thereafter
Recourse debt	$	3,132.7	$	26.7	$	724.2	$	414.0	$	417.3	$	470.6	$	1,079.9
Nonrecourse debt		163.7		3.7		25.6		33.7		58.3		31.3		11.1
Commercial paper and credit facilities		124.2		124.2		—		—		—		—		—
Capital lease obligations		16.9		—		3.3		3.4		3.3		3.1		3.8
Operating leases — recourse		970.2		1.2		112.6		105.1		108.6		126.4		516.3
Operating leases — nonrecourse		238.1		6.4		28.0		28.3		27.8		26.3		121.3
Portfolio investments (a)		1,279.5		134.7		264.4		240.0		250.3		258.4		131.7
	$	5,925.3	$	296.9	$	1,158.1	$	824.5	$	865.6	$	916.1	$	1,864.1

(a) Primarily railcar purchase commitments pursuant to a five-year supply agreement.

Critical Accounting Policies

There have been no changes to GATX’s critical accounting policies during the nine months ending September 30, 2011. Refer to GATX’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, for a summary of GATX’s critical accounting policies.

Non-GAAP Financial Measures

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

GATX presents the financial measures of return on equity and net income that exclude the effect of certain items. Management believes that excluding these items facilitates a more meaningful comparison of financial performance between reporting periods and provides transparency into the operating results of GATX’s businesses. In addition, GATX discloses total on and off balance sheet assets because a significant portion of GATX’s rail fleet has been financed through sale-leasebacks that are accounted for as operating leases and the assets are not recorded on the balance sheet. Management believes this information provides investors with a better representation of the assets deployed in GATX’s businesses.

Glossary of Key Terms

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

• Net Income, Excluding Certain Items — Earnings in 2010 and 2011 excluding gains and/or losses on certain interest rate swaps at AAE, the favorable resolution of a litigation matter and certain tax benefits. GATX believes these items are not indicative of its operational performance.

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

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

29

• Total On and Off Balance Sheet Assets — The total of on balance sheet assets and off balance sheet assets.

• Return on Equity — Net income divided by average total shareholders’ equity.

• Return on Equity, Excluding Certain Items — Net income excluding certain items divided by average total shareholders’ equity.

Reconciliation of Non-GAAP Components used in the Computation of Certain Financial Measures

The following table presents Total On and Off Balance Sheet Assets (in millions):

	September 30 2010		December 31 2010		March 31 2011		June 30 2011		September 30 2011
Consolidated On Balance Sheet Assets	$	5,133.5	$	5,442.4	$	5,498.7	$	5,642.5	$	5,756.5
Off Balance Sheet Assets:
Rail		979.4		968.1		899.8		906.2		879.5
Specialty		3.5		3.4		3.2		3.0		2.8
Total On and Off Balance Sheet Assets	$	6,116.4	$	6,413.9	$	6,401.7	$	6,551.7	$	6,638.8
Shareholders’ Equity	$	1,098.6	$	1,113.7	$	1,153.7	$	1,191.1	$	1,155.3

The following table presents Net Income, excluding certain items for the trailing twelve months ended September 30 (in millions):

	2011			2010
Net Income, as reported	$	98.7		$	82.8
Tax Benefits (a)		(9.9	)		(13.0	)
(Gain) Loss on Interest Rate Swaps at AAE (net of tax)		(8.5	)		10.2
Other Items (b)		—			(4.1	)
Net Income, excluding certain items	$	80.3		$	75.9

(a) For the trailing twelve months of 2010, tax benefits include $3.7 million attributable to the close of various tax audits, $7.4 million of realized foreign tax credits and a $1.9 million deferred benefit attributable to a reduction in the statutory tax rates of the United Kingdom. For the trailing twelve months of 2011, tax benefits include $5.8 million attributable to the close of various tax audits and a $4.1 million deferred tax benefit attributable to a further reduction in the statutory rates in the United Kingdom.

(b) For the trailing twelve months of 2010, other items include $4.1 million (after tax) of income from the favorable resolution of a litigation matter.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Since December 31, 2010, there have been no material changes in GATX’s interest rate and foreign currency exposures or types of derivative instruments used to hedge these exposures. For a discussion of the Company’s exposure to market risk, refer to Part II: Item 7A, Quantitative and Qualitative Disclosure about Market Risk of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.

Item 4. Controls and Procedures

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

No change in the Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) occurred during the quarter ended September 30, 2011, that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

30

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

Information concerning litigation and other contingencies is described in Note 12 to the consolidated financial statements and is incorporated herein by reference.

Item 1A. Risk Factors

Since December 31, 2010, there have been no material changes in GATX’s risk factors. For a discussion of GATX’s risk factors, refer to Part 1: Item 1A, Risk Factors of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.

31

Item 6. Exhibits

Exhibits:

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

32

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: October 28, 2011

33

EXHIBIT INDEX

Exhibit Number	Exhibit Description
	Filed with this Report:
31A.	Certification Pursuant to Exchange Act Rule 13a-14(a) and Rule 15d-14(a) (CEO Certification).
31B.	Certification Pursuant to Exchange Act Rule 13a-14(a) and Rule 15d-14(a) (CFO Certification).
32.	Certification Pursuant to 18 U.S.C. Section 1350 (CEO and CFO Certification).
101.	The following materials from GATX Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, are formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets at September 30, 2011 and December 31, 2010, (ii) Consolidated Statements of Income for the three and nine months ended September 30, 2011 and 2010, (iii) Consolidated Statements of Cash Flows for the nine months ended September 30, 2011 and 2010, and (iv) Notes to the Consolidated Financial Statements.*

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

34

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

October 28, 2011

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

October 28, 2011

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 September 30, 2011, 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 Chief Executive Officer	Senior Vice President and Chief Financial Officer

October 28, 2011

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.

XML

Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) In Millions, except Share data	Sep. 30, 2011	Dec. 31, 2010
Operating Assets and Facilities
VIE for Rail	$ 5,652.7	$ 5,513.6
VIE depreciation allowance	2,061.2	2,049.7
Debt
VIE nonrecourse debt	157.8	217.2
Shareholders' Equity
Common stock, par value	$ 0.625	$ 0.625
Common stock, shares authorized	120,000,000	120,000,000
Common stock, shares issued	65,718,449	65,482,950
Common stock, shares outstanding	46,595,929	46,360,430
Treasury stock, shares outstanding	19,122,520	19,122,520
Variable Interest, Held by Entity [Member]
Operating Assets and Facilities
VIE for Rail	123.5	123.7
VIE depreciation allowance	17.8	13.6
Debt
VIE nonrecourse debt	48.1	56.2
Series A and B $2.50 Cumulative Convertible Preferred Stock
Shareholders' Equity
Preferred stock, par value	$ 1.00	$ 1.00
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	16,644	16,694
Preferred stock, shares outstanding	16,644	16,694
Preferred stock, aggregate liquidation preference	$ 1.0	$ 1.0

XML

Consolidated Statements of Income (Unaudited) (USD $) In Millions, except Per Share data	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Gross Income
Lease income	$ 227.9	$ 216.1	$ 679.9	$ 651.0
Marine operating revenue	70.3	64.8	138.0	125.5
Asset remarketing income	16.2	10.1	33.3	28.4
Other income	23.5	17.7	66.3	55.6
Revenues	337.9	308.7	917.5	860.5
Share of affiliates' earnings	1.8	5.7	33.9	30.6
Total Gross Income	339.7	314.4	951.4	891.1
Ownership Costs
Depreciation	57.7	54.3	167.3	161.1
Interest expense, net	40.9	41.3	126.9	125.1
Operating lease expense	31.7	35.0	99.6	104.4
Total Ownership Costs	130.3	130.6	393.8	390.6
Other Costs and Expenses
Maintenance expense	68.5	65.7	208.6	198.7
Marine operating expense	50.5	43.7	98.6	85.2
Selling, general and administrative	38.5	31.0	112.3	97.3
Other expense	8.2	15.1	32.9	39.5
Total Other Costs and Expenses	165.7	155.5	452.4	420.7
Income before Income taxes	43.7	28.3	105.2	79.8
Income Taxes	10.8	7.2	26.0	18.5
Net Income	$ 32.9	$ 21.1	$ 79.2	$ 61.3
Per Share Data
Basic	$ 0.71	$ 0.45	$ 1.71	$ 1.33
Average number of common shares (in millions)	46.5	46.2	46.4	46.1
Diluted	$ 0.70	$ 0.45	$ 1.68	$ 1.31
Average number of common shares and common share equivalents (in millions)	47.2	46.7	47.1	47.0
Dividends declared per common share	$ 0.29	$ 0.28	$ 0.87	$ 0.84

XML

Variable Interest Entities (Tables)

9 Months Ended

Sep. 30, 2011

Variable Interest Entities [Abstract]

Carrying amounts of assets and liabilities of consolidated VIE

The carrying amounts of assets and liabilities of the VIE that GATX consolidates were as follows (in millions):

	September 30 2011		December 31 2010
Operating assets, net of accumulated depreciation (a)	$	105.7	$	110.1
Nonrecourse debt		48.1		56.2

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

Carrying amounts and maximum exposure to loss for non consolidated VIEs

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

	September 30, 2011				December 31, 2010
	Net Carrying Amount		Maximum Exposure to Loss		Net Carrying Amount		Maximum Exposure to Loss
Investments in affiliates	$	78.4	$	78.4	$	60.9	$	60.9
Leveraged leases		72.2		72.2		74.1		74.1
Other investment		0.9		0.9		1.0		1.0
Total	$	151.5	$	151.5	$	136.0	$	136.0

XML

Document and Entity Information (USD $) In Billions, except Share data in Millions	9 Months Ended
	Sep. 30, 2011	Jun. 30, 2010
Document and Entity Information [Abstract]
Entity Registrant Name	GATX CORP
Entity Central Index Key	0000040211
Document Type	10-Q
Document Period End Date	Sep. 30, 2011
Amendment Flag	false
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float		$ 1.2
Entity Common Stock, Shares Outstanding	46.6

XML

Pension and Other Post-Retirement Benefits (Tables)

9 Months Ended

Sep. 30, 2011

Pension and Other Post-Retirement [Abstract]

Components of pension and other post retirement benefit costs

The components of pension and other post-retirement benefit costs for the three months ended September 30, 2011 and 2010, were as follows (in millions):

	2011 Pension Benefits			2010 Pension Benefits			2011 Retiree Health and Life			2010 Retiree Health and Life
Service cost	$	1.4		$	1.2		$	0.1		$	(0.1	)
Interest cost		5.2			5.6			0.6			0.6
Expected return on plan assets		(8.4	)		(8.5	)		—			—
Amortization of:
Unrecognized prior service credit		(0.3	)		(0.2	)		—			(0.1	)
Unrecognized net actuarial loss (gain)		1.8			1.1			(0.1	)		(0.2	)
Net costs (a)	$	(0.3	)	$	(0.8	)	$	0.6		$	0.2

The components of pension and other post-retirement benefit costs for the nine months ended September 30, 2011 and 2010, were as follows (in millions):

	2011 Pension Benefits			2010 Pension Benefits			2011 Retiree Health and Life			2010 Retiree Health and Life
Service cost	$	4.1		$	4.0		$	0.2		$	0.1
Interest cost		15.6			16.6			1.7			1.8
Expected return on plan assets		(25.0	)		(25.1	)		—			—
Amortization of:
Unrecognized prior service credit		(0.8	)		(0.8	)		(0.1	)		(0.1	)
Unrecognized net actuarial loss (gain)		5.4			4.5			(0.2	)		(0.2	)
Net costs (a)	$	(0.7	)	$	(0.8	)	$	1.6		$	1.6

(a) The amounts reported herein are based on estimated annual costs. Actual annual costs for the year ending December 31, 2011, may differ from these estimates.

XML

Financial Data of Business Segments (Details) (USD $) In Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010	Dec. 31, 2010
Profitability
Revenues	$ 337.9	$ 308.7	$ 917.5	$ 860.5
Share of affiliates' earnings	1.8	5.7	33.9	30.6
Total gross income	339.7	314.4	951.4	891.1
Ownership costs	130.3	130.6	393.8	390.6
Other costs and expenses	127.2	124.5	340.1	323.4
Segment profit (loss)	82.2	59.3	217.5	177.1
SG&A	38.5	31.0	112.3	97.3
Income before Income taxes	43.7	28.3	105.2	79.8
Capital Expenditures
Portfolio investments and capital additions	200.0	113.4	460.1	244.5
Investments in Affiliated Companies	547.5		547.5		486.1
Identifiable assets	5,756.5		5,756.5		5,442.4
Rail [Member]
Profitability
Revenues	242.6	221.6	717.1	676.1
Share of affiliates' earnings	(2.0)	(2.1)	13.4	1.8
Total gross income	240.6	219.5	730.5	677.9
Ownership costs	111.8	112.8	341.3	340.3
Other costs and expenses	65.8	74.0	217.9	226.2
Segment profit (loss)	63.0	32.7	171.3	111.4
Capital Expenditures
Portfolio investments and capital additions	133.8	93.0	290.1	181.5
Investments in Affiliated Companies	163.0		163.0		141.0
Identifiable assets	4,448.6		4,448.6		4,292.4
Specialty [Member]
Profitability
Revenues	23.7	21.0	57.2	54.7
Share of affiliates' earnings	3.8	7.8	20.5	28.8
Total gross income	27.5	28.8	77.7	83.5
Ownership costs	12.1	12.2	36.1	35.0
Other costs and expenses	3.9	3.0	10.6	8.3
Segment profit (loss)	11.5	13.6	31.0	40.2
Capital Expenditures
Portfolio investments and capital additions	62.1	19.5	151.4	52.6
Investments in Affiliated Companies	384.5		384.5		345.1
Identifiable assets	862.0		862.0		741.0
ASC [Member]
Profitability
Revenues	71.3	65.9	142.2	128.6
Total gross income	71.3	65.9	142.2	128.6
Ownership costs	5.6	5.6	13.5	13.2
Other costs and expenses	57.2	47.8	110.8	93.4
Segment profit (loss)	8.5	12.5	17.9	22.0
Capital Expenditures
Portfolio investments and capital additions	3.3	0.3	15.9	7.3
Identifiable assets	286.3		286.3		271.3
Other [Member]
Profitability
Revenues	0.3	0.2	1.0	1.1
Total gross income	0.3	0.2	1.0	1.1
Ownership costs	0.8		2.9	2.1
Other costs and expenses	0.3	(0.3)	0.8	(4.5)
Segment profit (loss)	(0.8)	0.5	(2.7)	3.5
Capital Expenditures
Portfolio investments and capital additions	0.8	0.6	2.7	3.1
Identifiable assets	$ 159.6		$ 159.6		$ 137.7

XML

Comprehensive Income

9 Months Ended

Sep. 30, 2011

Comprehensive Income [Abstract]

Comprehensive Income

NOTE 7. Comprehensive Income

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

	Three Months  Ended September 30					Nine Months  Ended September 30
	2011			2010		2011			2010
Net income	$	32.9		$	21.1	$	79.2		$	61.3
Other comprehensive (loss) income, net of taxes:
Foreign currency translation (loss) gain		(56.4	)		44.3		(16.9	)		(28.2	)
Unrealized (loss) gain on securities		(0.2	)		0.1		(0.6	)		0.8
Unrealized (loss) gain on derivative instruments		(1.0	)		—		6.8			(4.5	)
Post retirement benefit plans		0.9			0.2		2.8			2.0
Comprehensive (loss) income	$	(23.8	)	$	65.7	$	71.3		$	31.4

XML

Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2011

Earnings Per Share [Abstract]

Computation of basic and diluted net income per common share

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 September 30				Nine Months  Ended September 30
	2011		2010		2011		2010
Numerator:
Net income	$	32.9	$	21.1	$	79.2	$	61.3
Numerator for basic earnings per share — income available to common shareholders	$	32.9	$	21.1	$	79.2	$	61.3
Effect of dilutive securities:
After-tax interest expense on convertible securities		—		—		—		0.2
Numerator for diluted earnings per share — income available to common shareholders	$	32.9	$	21.1	$	79.2	$	61.5
Denominator:
Denominator for basic earnings per share — weighted average shares		46.5		46.2		46.4		46.1
Effect of dilutive securities:
Equity compensation plans		0.6		0.4		0.6		0.5
Convertible preferred stock		0.1		0.1		0.1		0.1
Convertible securities		—		—		—		0.3
Denominator for diluted earnings per share — adjusted weighted average and assumed conversion		47.2		46.7		47.1		47.0
Basic earnings per share	$	0.71	$	0.45	$	1.71	$	1.33
Diluted earnings per share	$	0.70	$	0.45	$	1.68	$	1.31

XML

Income Taxes (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010
Income Taxes (Textual) [Abstract]
GATX's effective tax rate	25.00%	23.00%
Reduction in unrecognized tax benefits with the close of various federal and foreign tax audits		$ 3.7
Deferred tax benefit recognized due to reduction in statutory tax rates in the United Kingdom	4.1	1.9
Effective tax rate excluding the effect of the tax benefits	29.00%	30.00%
Gross liability for unrecognized tax benefits	43.7
Decrease in income tax expenses unrecognized tax benefits if recognized	23.3
Decrease in income tax expenses unrecognized tax benefits if recognized net of federal tax	$ 21.2

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Variable Interest Entities (Details) (Variable Interest, Held by Entity [Member], USD $) In Millions	Sep. 30, 2011	Dec. 31, 2010
Variable Interest, Held by Entity [Member]
Carrying amounts of assets and liabilities of the VIE
Operating assets, net of accumulated depreciation	$ 105.7	$ 110.1
Nonrecourse debt	$ 48.1	$ 56.2

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Share Based Compensation (Tables)

9 Months Ended

Sep. 30, 2011

Share-Based Compensation [Abstract]

Weighted Average Estimated Fair Value

The weighted average estimated fair value of GATX’s 2011 SAR awards and underlying assumptions thereof are noted in the table below. The vesting period for the 2011 SAR grant is 3 years, with 1/3 vesting after each year.

	2011
Weighted average fair value of SAR award	$	13.88
Annual dividend	$	1.16
Expected life of the SAR, in years		4.3
Risk free interest rate		1.6	%
Dividend yield		3.4	%
Expected stock price volatility		41.91	%

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Legal Proceedings and Other Contingencies

9 Months Ended

Sep. 30, 2011

Legal Proceedings and Other Contingencies [Abstract]

Legal Proceedings and Other Contingencies

NOTE 12. Legal Proceedings and Other Contingencies

Various legal actions, claims, assessments and other contingencies arising in the ordinary course of business are pending against GATX and certain of its subsidiaries. These matters are subject to many uncertainties, and it is possible that some of these matters could ultimately be decided, resolved or settled adversely. For a discussion of these matters, please refer to Note 22 to the Company’s consolidated financial statements as set forth in GATX’s Annual Report on Form 10-K for the year ended December 31, 2010. Except as noted below, there have been no material changes or developments in these matters.

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

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

After exhausting its appeals of the judgment entered against it, PKP filed suit against DEC in December 2005, alleging that DEC failed to fulfill its obligation to release PKP as a guarantor of the Kolsped Note and is purportedly liable to PKP, as a third party beneficiary of the Agreement. DEC filed an answer to the complaint denying the material allegations and raising numerous defenses, including, among others, that: (i) the Agreement did not create an actionable obligation, but rather was a condition precedent to the purchase of shares in Kolsped; (ii) DEC fulfilled that condition by issuing the DEC Note, which was subsequently lost by PKP and redeemed by a Polish court; (iii) PKP was not a third party beneficiary of the Agreement; and (iv) the action is barred by the governing limitations period. The first day of trial was held on March 5, 2008, and the second and final day of trial was held on December 7, 2009. On February 16, 2010, the court issued a written opinion in favor of DEC and rejecting all of PKP’s claims. PKP appealed and, on March 24, 2011, the Court of Appeals rejected the appeal and affirmed the trial court’s ruling. A further appeal by PKP to the Supreme Court is pending.

As of September 30, 2011, PKP’s claims for damages totaled approximately PLN 146.7 million, or $44.4 million, which consists of the principal amount, interest and costs allegedly paid by it to the Bank and statutory interest. Statutory interest would be assessed only if, on remand, the Court of Appeals or the trial court ultimately awards damages to PKP, in which case interest would be assessed on the amount of the award from the date of filing of the claim in December 2005, to the date of the award. The Company has recorded an accrual of $15.5 million for this litigation pending final resolution on appeal. While the ultimate resolution of this matter for an amount in excess of this accrual is possible, the Company believes that any such excess would not be material to its financial position or liquidity. However, such resolution could have a material adverse effect on the results of operations in a particular quarter or fiscal year.

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Investments in Affiliated Companies

9 Months Ended

Sep. 30, 2011

Investments in Affiliated Companies [Abstract]

Investments in Affiliated Companies

NOTE 3. Investments in Affiliated Companies

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

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

	Three Months Ended September 30				Nine Months  Ended September 30
	2011		2010		2011		2010
Revenues	$	165.9	$	155.5	$	502.0	$	488.9
Pre-tax income reported by affiliates		6.7		15.7		89.2		57.8

In the third quarter of 2011, GATX’s Clipper Fourth Limited and Clipper Fourth APS (collectively, the “Clipper Entities”) marine joint ventures, in each of which GATX held a 45% interest, were dissolved. In connection with the dissolutions, GATX contributed $62.1 million, representing its share of the Clipper Entities’ outstanding debt, and received liquidating distributions consisting of six vessels with an aggregate book value of $94.0 million and an aggregate fair value of $88.8 million. GATX recognized an impairment loss of $5.2 million as a result of the transfer, which is reflected in share of affiliates’ earnings.

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Fair Value Disclosure (Details 3) (USD $) In Millions	Sep. 30, 2011	Dec. 31, 2010
Assets
Loans	$ 18.6	$ 0.5
Carrying Value of Assets [Member]
Assets
Investment Funds	4.4	6.8
Loans	18.6	0.5
Liabilities
Recourse fixed rate debt	2,653.9	2,459.3
Recourse floating rate debt	491.7	342.5
Nonrecourse debt	157.8	217.2
Fair Value [Member]
Assets
Investment Funds	7.3	10.2
Loans	18.7	0.5
Liabilities
Recourse fixed rate debt	2,784.7	2,615.9
Recourse floating rate debt	487.5	341.5
Nonrecourse debt	$ 168.0	$ 233.0

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Income Taxes

9 Months Ended

Sep. 30, 2011

Income Taxes [Abstract]

Income Taxes

NOTE 9. Income Taxes

GATX’s effective tax rate was 25% for the nine months ended September 30, 2011, compared to 23% for the nine months ended September 30, 2010. In the prior year, GATX’s liability for unrecognized tax benefits was reduced by $3.7 million in connection with the close of various federal and foreign tax audits. Additionally, a $1.9 million deferred tax benefit was recognized in connection with a reduction in the statutory tax rates of the United Kingdom. In the current year, GATX recognized a $4.1 million deferred tax benefit in connection with a further reduction in the statutory tax rates of the United Kingdom. Excluding the effect of these tax benefits from each year, GATX’s effective tax rate for the first nine months of 2011 and 2010 was 29% and 30% respectively. The difference between the 2011 and 2010 effective tax rates was driven by variability in the mix of pre-tax income, including share of affiliates’ earnings, among domestic and foreign jurisdictions, which are taxed at different rates.

As of September 30, 2011, GATX’s gross liability for unrecognized tax benefits totaled $43.7 million, which, if fully recognized, would decrease income tax expense by $23.3 million ($21.2 million net of federal tax).

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Basis of Presentation (Policies)

9 Months Ended

Sep. 30, 2011

Description of Business and Basis of Presentation [Abstract]

Basis of presentation

The accompanying unaudited consolidated financial statements of GATX Corporation and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by these accounting principles for complete financial statements. In the opinion of management, all adjustments (which are of a normal recurring nature) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2011, are not necessarily indicative of the results that may be achieved for the entire year ending December 31, 2011. In particular, ASC’s fleet is generally inactive for a significant portion of the first quarter of each year due to the winter conditions on the Great Lakes. In addition, the timing of asset remarketing income is dependent, in part, on market conditions and, therefore, does not occur evenly from period to period. For further information, refer to the consolidated financial statements and footnotes for the year ended December 31, 2010, as set forth in the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission (“SEC”).

New Accounting Pronouncements

Multiemployer Benefit Plans — In September 2011, the Financial Accounting Standards Board (“FASB”) issued authoritative accounting guidance that requires an entity to provide additional quantitative and qualitative disclosures about its involvement in multiemployer pension and other postretirement benefit plans. The disclosures include the entity’s level of participation in multiemployer benefit plans, the financial health of those plans, and the nature of the entity’s commitments to the plans. The guidance becomes effective for annual periods ending after December 15, 2011, with early adoption permitted. The application of the new guidance will not impact GATX’s financial position, results of operations or cash flows.

Accounting adjustments

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

Derivative instruments

GATX recognizes all derivative instruments at fair value and classifies them on the balance sheet as either other assets or other liabilities. Classification of derivative activity in the statements of income and cash flows is generally determined by the nature of the hedged item. Gains and losses on derivatives that are not accounted for as hedges are classified as other operating expenses and the related cash flows are included in cash flows from operating activities. Although GATX does not hold or issue derivative financial instruments for purposes other than hedging, certain derivatives may not qualify for hedge accounting. Changes in the fair value of these derivatives are recognized in earnings immediately.

Variable Interest Entities

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

GATX is the primary beneficiary of a consolidated VIE related to a structured lease financing for a portfolio of railcars because it has the power to direct the significant activities of the VIE through its ownership of the equity interests in the transaction.

Earnings Per Share

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

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Pension and Other Post-Retirement Benefits

9 Months Ended

Sep. 30, 2011

Pension and Other Post-Retirement [Abstract]

Pension and Other Post-Retirement Benefits

NOTE 10. Pension and Other Post-Retirement Benefits

The components of pension and other post-retirement benefit costs for the three months ended September 30, 2011 and 2010, were as follows (in millions):

	2011 Pension Benefits			2010 Pension Benefits			2011 Retiree Health and Life			2010 Retiree Health and Life
Service cost	$	1.4		$	1.2		$	0.1		$	(0.1	)
Interest cost		5.2			5.6			0.6			0.6
Expected return on plan assets		(8.4	)		(8.5	)		—			—
Amortization of:
Unrecognized prior service credit		(0.3	)		(0.2	)		—			(0.1	)
Unrecognized net actuarial loss (gain)		1.8			1.1			(0.1	)		(0.2	)
Net costs (a)	$	(0.3	)	$	(0.8	)	$	0.6		$	0.2

The components of pension and other post-retirement benefit costs for the nine months ended September 30, 2011 and 2010, were as follows (in millions):

	2011 Pension Benefits			2010 Pension Benefits			2011 Retiree Health and Life			2010 Retiree Health and Life
Service cost	$	4.1		$	4.0		$	0.2		$	0.1
Interest cost		15.6			16.6			1.7			1.8
Expected return on plan assets		(25.0	)		(25.1	)		—			—
Amortization of:
Unrecognized prior service credit		(0.8	)		(0.8	)		(0.1	)		(0.1	)
Unrecognized net actuarial loss (gain)		5.4			4.5			(0.2	)		(0.2	)
Net costs (a)	$	(0.7	)	$	(0.8	)	$	1.6		$	1.6

(a) The amounts reported herein are based on estimated annual costs. Actual annual costs for the year ending December 31, 2011, may differ from these estimates.

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Fair Value Disclosure (Details) (Fair Value, Measurements, Recurring [Member], USD $) In Millions	Sep. 30, 2011	Dec. 31, 2010
Assets
Interest rate derivatives	$ 17.3	$ 17.6
Foreign exchange rate derivatives	2.3
Available for sale equity securities	3.3	4.3
Liabilities
Interest rate derivatives	3.0	4.6
Foreign exchange rate derivatives		0.5
Fair Value, Inputs, Level 1 [Member]
Assets
Interest rate derivatives	0	0
Foreign exchange rate derivatives	0
Available for sale equity securities	3.3	4.3
Liabilities
Interest rate derivatives	0	0
Foreign exchange rate derivatives		0
Fair Value, Inputs, Level 2 [Member]
Assets
Interest rate derivatives	17.3	17.6
Foreign exchange rate derivatives	2.3
Available for sale equity securities	0	0
Liabilities
Interest rate derivatives	3.0	4.6
Foreign exchange rate derivatives		0.5
Fair Value, Inputs, Level 3 [Member]
Assets
Interest rate derivatives	0	0
Foreign exchange rate derivatives	0	0
Available for sale equity securities	0
Liabilities
Interest rate derivatives	0	0
Foreign exchange rate derivatives		$ 0

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Share-Based Compensation

9 Months Ended

Sep. 30, 2011

Share-Based Compensation [Abstract]

Share-Based Compensation

NOTE 8. Share-Based Compensation

In the first nine months of 2011, GATX granted 417,600 stock appreciation rights (“SARs”), 200,736 restricted stock units, 87,570 performance shares and 14,831 phantom stock units. For the three and nine months ended September 30, 2011, total share-based compensation expense was $2.0 million ($1.2 million after tax) and $6.9 million ($4.3 million after tax), respectively. For the three and nine months ended September 30, 2010, total share-based compensation expense was $1.6 million ($1.0 million after tax) and $5.0 million ($3.1 million after tax), respectively.

The weighted average estimated fair value of GATX’s 2011 SAR awards and underlying assumptions thereof are noted in the table below. The vesting period for the 2011 SAR grant is 3 years, with 1/3 vesting after each year.

	2011
Weighted average fair value of SAR award	$	13.88
Annual dividend	$	1.16
Expected life of the SAR, in years		4.3
Risk free interest rate		1.6	%
Dividend yield		3.4	%
Expected stock price volatility		41.91	%

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Description of Business

9 Months Ended

Sep. 30, 2011

Description of Business and Basis of Presentation [Abstract]

Description of Business

NOTE 1. Description of Business

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

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Fair Value Disclosure

9 Months Ended

Sep. 30, 2011

Fair Value Disclosures [Abstract]

Fair Value Disclosure

NOTE 4. Fair Value Disclosure

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

	September 30, 2011		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Interest rate derivatives (a)	$	17.3	$	—	$	17.3	$	—
Foreign exchange rate derivatives (b)		2.3		—		2.3		—
Available for sale equity securities		3.3		3.3		—		—
Liabilities
Interest rate derivatives (a)		3.0		—		3.0		—

	December 31, 2010		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Interest rate derivatives (a)	$	17.6	$	—	$	17.6	$	—
Available for sale equity securities		4.3		4.3		—		—
Liabilities
Interest rate derivatives (a)		4.6		—		4.6		—
Foreign exchange rate derivatives (b)		0.5		—		0.5		—

(a) Designated as hedges

(b) Not designated as hedges

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

The following tables set forth certain disclosures relating to GATX’s non-recurring Level 3 fair value measurements (in millions):

Nine months ended September 30	Fair Value of Assets		Carrying Value of Assets		Impairment Losses
2011	$	3.2	$	5.4	$	2.2
2010		3.8		9.6		5.8

Three months ended September 30	Fair Value of Assets		Carrying Value of Assets		Impairment Losses
2011	$	1.0	$	2.0	$	1.0
2010		0.3		0.7		0.4

For the first nine months and third quarter of 2011, impairment losses of $2.2 million and $1.0 million, respectively, primarily related to scrapped wheelsets in Rail’s European fleet. For the first nine months and third quarter of 2010, impairment losses of $1.0 million and $0.4 million, respectively, related to scrapped wheelsets in Rail’s European fleet. Also in the first nine months of 2010, impairment losses of $4.8 million related to an industry-wide, regulatory mandate issued by the Association of American Railroads that resulted in a significant decrease to the expected economic life of 358 aluminum hopper railcars. In each case, the fair value was determined using discounted cash flow methodologies and third-party appraisal data, as applicable.

Derivative instruments

GATX recognizes all derivative instruments at fair value and classifies them on the balance sheet as either other assets or other liabilities. Classification of derivative activity in the statements of income and cash flows is generally determined by the nature of the hedged item. Gains and losses on derivatives that are not accounted for as hedges are classified as other operating expenses and the related cash flows are included in cash flows from operating activities. Although GATX does not hold or issue derivative financial instruments for purposes other than hedging, certain derivatives may not qualify for hedge accounting. Changes in the fair value of these derivatives are recognized in earnings immediately.

Fair Value Hedges — GATX uses interest rate swaps to convert fixed rate debt to floating rate debt and to manage the fixed to floating rate mix of its debt obligations. For fair value hedges, changes in fair value of both the derivative and the hedged item are recognized in earnings as interest expense. As of September 30, 2011 and December 31, 2010, GATX had three instruments outstanding with an aggregate notional amount of $350.0 million for each period. As of September 30, 2011, these derivatives had maturities ranging from 2012-2015.

Cash Flow Hedges — GATX uses interest rate swaps to convert floating rate debt to fixed rate debt and to manage the fixed to floating rate mix of its debt obligations. GATX also uses interest rate swaps and Treasury rate locks to hedge its exposure to interest rate risk on existing and anticipated transactions. As of September 30, 2011 and December 31, 2010, GATX had 12 instruments and 13 instruments outstanding, respectively, with an aggregate notional amount of $78.0 million and $130.4 million, respectively. As of September 30, 2011, these derivatives had maturities ranging from 2012-2015. Within the next 12 months, GATX expects to reclassify $7.1 million ($4.5 million after-tax) of net losses on previously terminated derivatives from accumulated other comprehensive income (loss) to earnings. Amounts are reclassified when interest and operating expense related to the hedged risks affect earnings.

Certain of GATX’s derivative instruments contain credit risk provisions that could require GATX to make immediate payment on net liability positions in the event that GATX defaulted on certain outstanding debt obligations. The aggregate fair value of all derivative instruments with credit risk related contingent features that are in a liability position as of September 30, 2011 was $3.0 million. GATX is not required to post any collateral on its derivative instruments and does not expect the credit risk provisions to be triggered.

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

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

Derivative Designation	Location of Gain (Loss) Recognized	Three Months  Ended September 30						Nine Months  Ended September 30
		2011			2010			2011			2010
Fair value hedges (a)	Interest expense	$	0.4		$	4.0		$	(0.3	)	$	11.7
Cash flow hedges	Amount recognized in other comprehensive income (loss) (effective portion)		0.8			(2.7	)		(5.1	)		(10.9	)
Cash flow hedges	Amount reclassified from accumulated other comprehensive loss to interest expense (effective portion)		(2.1	)		(2.0	)		(6.0	)		(5.7	)
Cash flow hedges	Amount reclassified from accumulated other comprehensive loss to operating lease expense (effective portion)		(0.4	)		(0.4	)		(1.2	)		(1.2	)
Cash flow hedges	Amount recognized in other expense (ineffective portion)		(0.4	)		—			(0.4	)		(0.1	)

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

Other Financial Instruments

The carrying amounts of cash and cash equivalents, restricted cash, money market funds, rent and other receivables, accounts payable, commercial paper and bank credit facilities approximate fair value due to the short maturity of those instruments. The fair values of investment funds were based on the best information available and may include quoted investment fund values. The fair values of loans and fixed and floating rate debt were estimated based on discounted cash flow analyses using interest rates representative of loans with similar terms to borrowers of comparable credit quality. The following table sets forth the carrying amounts and fair values of GATX’s other financial instruments as of (in millions):

	September 30, 2011				December 31, 2010
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets
Investment funds	$	4.4	$	7.3	$	6.8	$	10.2
Loans		18.6		18.7		0.5		0.5
Liabilities
Recourse fixed rate debt	$	2,653.9	$	2,784.7	$	2,459.3	$	2,615.9
Recourse floating rate debt		491.7		487.5		342.5		341.5
Nonrecourse debt		157.8		168.0		217.2		233.0

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Comprehensive Income (Details) (USD $) In Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Comprehensive income (loss)
Net income	$ 32.9	$ 21.1	$ 79.2	$ 61.3
Other comprehensive income, net of taxes:
Foreign currency translation gain (loss)	(56.4)	44.3	(16.9)	(28.2)
Unrealized (loss) gain on securities	(0.2)	0.1	(0.6)	0.8
Unrealized (loss) gain on derivative instruments	(1.0)	0	6.8	(4.5)
Post-retirement benefit plans	0.9	0.2	2.8	2.0
Comprehensive income (loss)	$ (23.8)	$ 65.7	$ 71.3	$ 31.4

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Investments in Affiliated Companies (Details Textual) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2011
Investments in Affiliated Companies (Textual) [Abstract]
Portion in dissolved Joint venture	45.00%
Contribution for payment of outstanding debt on dissolution	$ 62.1
Fair value of the vessels received on dissolution	88.8
Impairment loss	$ 5.2

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Commercial Commitments

9 Months Ended

Sep. 30, 2011

Commercial Commitments [Abstract]

Commercial Commitments

NOTE 5. Commercial Commitments

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

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

	September 30 2011		December 31 2010
Affiliate guarantees	$	50.0	$	30.0
Asset residual value guarantees		34.1		48.0
Lease payment guarantees		48.3		52.7
Total guarantees (a)		132.4		130.7
Standby letters of credit and bonds		10.9		11.5
	$	143.3	$	142.2

(a) At September 30, 2011 and December 31, 2010, the carrying values of liabilities on the balance sheet for guarantees were $6.6 million and $7.3 million, respectively. The expirations of these guarantees range from 2011 to 2019. GATX is not aware of any event that would require it to satisfy these guarantees.

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

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

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

GATX and its subsidiaries are also parties to standing letters of credit and bonds primarily related to workers’ compensation and general liability insurance coverages. No material claims have been made against these obligations. At September 30, 2011, GATX does not expect any material losses to result from these off balance sheet instruments since performance is not anticipated to be required.

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Share Based Compensation (Details Textual) (USD $) In Millions, except Share data	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Share Based Compensation (Textual) [Abstract]
Total share-based compensation	$ 2.0	$ 1.6	$ 6.9	$ 5.0
Total share-based compensation after tax	$ 1.2	$ 1.0	$ 4.3	$ 3.1
Vesting period for the 2011 SAR grant			3 years
Portion of an award vesting for the 2011 SAR grant			1/3 vesting after each year
Stock Appreciation Rights (SARs) [Member]
Additional Share Based Compensation (Textual) [Abstract]
Share-based compensation arrangement by share-based payment award, equity instruments other than options, Grants in period			417,600
Restricted Stock [Member]
Additional Share Based Compensation (Textual) [Abstract]
Share-based compensation arrangement by share-based payment award, equity instruments other than options, Grants in period			200,736
Performance Shares [Member]
Additional Share Based Compensation (Textual) [Abstract]
Share-based compensation arrangement by share-based payment award, equity instruments other than options, Grants in period			87,570
Phantom Stock Units [Member]
Additional Share Based Compensation (Textual) [Abstract]
Share-based compensation arrangement by share-based payment award, equity instruments other than options, Grants in period			14,831

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Financial Data of Business Segments (Tables)

9 Months Ended

Sep. 30, 2011

Financial Data of Business Segments [Abstract]

Segment data

The following tables depict the profitability, financial position and capital expenditures of each of GATX’s business segments for the three and nine months ended September 30, 2011 and 2010 (in millions):

	Rail			Specialty		ASC		Other			GATX Consolidated
Three Months Ended September 30, 2011
Profitability
Revenues	$	242.6		$	23.7	$	71.3	$	0.3		$	337.9
Share of affiliates’ earnings		(2.0	)		3.8		—		—			1.8
Total gross income		240.6			27.5		71.3		0.3			339.7
Ownership costs		111.8			12.1		5.6		0.8			130.3
Other costs and expenses		65.8			3.9		57.2		0.3			127.2
Segment profit (loss)	$	63.0		$	11.5	$	8.5	$	(0.8	)		82.2
SG&A												38.5
Income before income taxes											$	43.7
Capital Expenditures
Portfolio investments and capital additions	$	133.8		$	62.1	$	3.3	$	0.8		$	200.0
Selected Balance Sheet Data at September 30, 2011
Investments in affiliated companies	$	163.0		$	384.5	$	—	$	—		$	547.5
Identifiable assets	$	4,448.6		$	862.0	$	286.3	$	159.6		$	5,756.5
Three Months Ended September 30, 2010
Profitability
Revenues	$	221.6		$	21.0	$	65.9	$	0.2		$	308.7
Share of affiliates’ earnings		(2.1	)		7.8		—		—			5.7
Total gross income		219.5			28.8		65.9		0.2			314.4
Ownership costs		112.8			12.2		5.6		—			130.6
Other costs and expenses		74.0			3.0		47.8		(0.3	)		124.5
Segment profit	$	32.7		$	13.6	$	12.5	$	0.5			59.3
SG&A												31.0
Income before income taxes											$	28.3
Capital Expenditures
Portfolio investments and capital additions	$	93.0		$	19.5	$	0.3	$	0.6		$	113.4
Selected Balance Sheet Data at December 31, 2010
Investments in affiliated companies	$	141.0		$	345.1	$	—	$	—		$	486.1
Identifiable assets	$	4,292.4		$	741.0	$	271.3	$	137.7		$	5,442.4

	Rail		Specialty		ASC		Other			GATX Consolidated
Nine Months Ended September 30, 2011
Profitability
Revenues	$	717.1	$	57.2	$	142.2	$	1.0		$	917.5
Share of affiliates’ earnings		13.4		20.5		—		—			33.9
Total gross income		730.5		77.7		142.2		1.0			951.4
Ownership costs		341.3		36.1		13.5		2.9			393.8
Other costs and expenses		217.9		10.6		110.8		0.8			340.1
Segment profit (loss)	$	171.3	$	31.0	$	17.9	$	(2.7	)		217.5
SG&A											112.3
Income before income taxes										$	105.2
Capital Expenditures
Portfolio investments and capital additions	$	290.1	$	151.4	$	15.9	$	2.7		$	460.1
Nine Months Ended September 30, 2010
Profitability
Revenues	$	676.1	$	54.7	$	128.6	$	1.1		$	860.5
Share of affiliates’ earnings		1.8		28.8		—		—			30.6
Total gross income		677.9		83.5		128.6		1.1			891.1
Ownership costs		340.3		35.0		13.2		2.1			390.6
Other costs and expenses		226.2		8.3		93.4		(4.5	)		323.4
Segment profit	$	111.4	$	40.2	$	22.0	$	3.5			177.1
SG&A											97.3
Income before income taxes										$	79.8
Capital Expenditures
Portfolio investments and capital additions	$	181.5	$	52.6	$	7.3	$	3.1		$	244.5

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Fair Value Disclosure (Details 1) (Fair Value, Inputs, Level 3 [Member], Fair Value, Measurements, Nonrecurring [Member], USD $) In Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Fair Value of Assets [Member]
Non-recurring Level 3 fair value measurements
Fair Value of Assets	$ 1.0	$ 0.3	$ 3.2	$ 3.8
Carrying Value of Assets [Member]
Non-recurring Level 3 fair value measurements
Fair Value of Assets	2.0	0.7	5.4	9.6
Impairment Losses [Member]
Non-recurring Level 3 fair value measurements
Fair Value of Assets	$ 1.0	$ 0.4	$ 2.2	$ 5.8

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Share Based Compensation (Details) (USD $)	9 Months Ended
	Sep. 30, 2011 Year
Weighted Average Estimated Fair Value
Weighted average fair value of SAR award	$ 13.88
Annual dividend	$ 1.16
Expected life of the SAR, in years	4.3
Risk free interest rate	1.60%
Dividend yield	3.40%
Expected stock price volatility	41.91%

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Investments in Affiliated Companies (Details) (USD $) In Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Operating results of affiliated companies of GATX
Revenues	$ 165.9	$ 155.5	$ 502.0	$ 488.9
Pre-tax income reported by affiliates	$ 6.7	$ 15.7	$ 89.2	$ 57.8

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Financial Data of Business Segments

9 Months Ended

Sep. 30, 2011

Financial Data of Business Segments [Abstract]

Financial Data of Business Segments

NOTE 13. Financial Data of Business Segments

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

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

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

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

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

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

The following tables depict the profitability, financial position and capital expenditures of each of GATX’s business segments for the three and nine months ended September 30, 2011 and 2010 (in millions):

	Rail			Specialty		ASC		Other			GATX Consolidated
Three Months Ended September 30, 2011
Profitability
Revenues	$	242.6		$	23.7	$	71.3	$	0.3		$	337.9
Share of affiliates’ earnings		(2.0	)		3.8		—		—			1.8
Total gross income		240.6			27.5		71.3		0.3			339.7
Ownership costs		111.8			12.1		5.6		0.8			130.3
Other costs and expenses		65.8			3.9		57.2		0.3			127.2
Segment profit (loss)	$	63.0		$	11.5	$	8.5	$	(0.8	)		82.2
SG&A												38.5
Income before income taxes											$	43.7
Capital Expenditures
Portfolio investments and capital additions	$	133.8		$	62.1	$	3.3	$	0.8		$	200.0
Selected Balance Sheet Data at September 30, 2011
Investments in affiliated companies	$	163.0		$	384.5	$	—	$	—		$	547.5
Identifiable assets	$	4,448.6		$	862.0	$	286.3	$	159.6		$	5,756.5
Three Months Ended September 30, 2010
Profitability
Revenues	$	221.6		$	21.0	$	65.9	$	0.2		$	308.7
Share of affiliates’ earnings		(2.1	)		7.8		—		—			5.7
Total gross income		219.5			28.8		65.9		0.2			314.4
Ownership costs		112.8			12.2		5.6		—			130.6
Other costs and expenses		74.0			3.0		47.8		(0.3	)		124.5
Segment profit	$	32.7		$	13.6	$	12.5	$	0.5			59.3
SG&A												31.0
Income before income taxes											$	28.3
Capital Expenditures
Portfolio investments and capital additions	$	93.0		$	19.5	$	0.3	$	0.6		$	113.4
Selected Balance Sheet Data at December 31, 2010
Investments in affiliated companies	$	141.0		$	345.1	$	—	$	—		$	486.1
Identifiable assets	$	4,292.4		$	741.0	$	271.3	$	137.7		$	5,442.4

	Rail		Specialty		ASC		Other			GATX Consolidated
Nine Months Ended September 30, 2011
Profitability
Revenues	$	717.1	$	57.2	$	142.2	$	1.0		$	917.5
Share of affiliates’ earnings		13.4		20.5		—		—			33.9
Total gross income		730.5		77.7		142.2		1.0			951.4
Ownership costs		341.3		36.1		13.5		2.9			393.8
Other costs and expenses		217.9		10.6		110.8		0.8			340.1
Segment profit (loss)	$	171.3	$	31.0	$	17.9	$	(2.7	)		217.5
SG&A											112.3
Income before income taxes										$	105.2
Capital Expenditures
Portfolio investments and capital additions	$	290.1	$	151.4	$	15.9	$	2.7		$	460.1
Nine Months Ended September 30, 2010
Profitability
Revenues	$	676.1	$	54.7	$	128.6	$	1.1		$	860.5
Share of affiliates’ earnings		1.8		28.8		—		—			30.6
Total gross income		677.9		83.5		128.6		1.1			891.1
Ownership costs		340.3		35.0		13.2		2.1			390.6
Other costs and expenses		226.2		8.3		93.4		(4.5	)		323.4
Segment profit	$	111.4	$	40.2	$	22.0	$	3.5			177.1
SG&A											97.3
Income before income taxes										$	79.8
Capital Expenditures
Portfolio investments and capital additions	$	181.5	$	52.6	$	7.3	$	3.1		$	244.5

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Variable Interest Entities

9 Months Ended

Sep. 30, 2011

Variable Interest Entities [Abstract]

Variable Interest Entities

NOTE 6. Variable Interest Entities

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

GATX is the primary beneficiary of a consolidated VIE related to a structured lease financing for a portfolio of railcars because it has the power to direct the significant activities of the VIE through its ownership of the equity interests in the transaction.

The carrying amounts of assets and liabilities of the VIE that GATX consolidates were as follows (in millions):

	September 30 2011		December 31 2010
Operating assets, net of accumulated depreciation (a)	$	105.7	$	110.1
Nonrecourse debt		48.1		56.2

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

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

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

	September 30, 2011				December 31, 2010
	Net Carrying Amount		Maximum Exposure to Loss		Net Carrying Amount		Maximum Exposure to Loss
Investments in affiliates	$	78.4	$	78.4	$	60.9	$	60.9
Leveraged leases		72.2		72.2		74.1		74.1
Other investment		0.9		0.9		1.0		1.0
Total	$	151.5	$	151.5	$	136.0	$	136.0

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Fair Value Disclosure (Tables)

9 Months Ended

Sep. 30, 2011

Fair Value Disclosures [Abstract]

Assets and liabilities at fair value recurring basis

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

	September 30, 2011		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Interest rate derivatives (a)	$	17.3	$	—	$	17.3	$	—
Foreign exchange rate derivatives (b)		2.3		—		2.3		—
Available for sale equity securities		3.3		3.3		—		—
Liabilities
Interest rate derivatives (a)		3.0		—		3.0		—

	December 31, 2010		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Interest rate derivatives (a)	$	17.6	$	—	$	17.6	$	—
Available for sale equity securities		4.3		4.3		—		—
Liabilities
Interest rate derivatives (a)		4.6		—		4.6		—
Foreign exchange rate derivatives (b)		0.5		—		0.5		—

(a) Designated as hedges

(b) Not designated as hedges

Non-recurring Level 3 fair value measurements

The following tables set forth certain disclosures relating to GATX’s non-recurring Level 3 fair value measurements (in millions):

Nine months ended September 30	Fair Value of Assets		Carrying Value of Assets		Impairment Losses
2011	$	3.2	$	5.4	$	2.2
2010		3.8		9.6		5.8

Three months ended September 30	Fair Value of Assets		Carrying Value of Assets		Impairment Losses
2011	$	1.0	$	2.0	$	1.0
2010		0.3		0.7		0.4

Impact of GATX's Derivative Instrument On Income Statement and Other comprehensive income (loss)

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

Derivative Designation	Location of Gain (Loss) Recognized	Three Months  Ended September 30						Nine Months  Ended September 30
		2011			2010			2011			2010
Fair value hedges (a)	Interest expense	$	0.4		$	4.0		$	(0.3	)	$	11.7
Cash flow hedges	Amount recognized in other comprehensive income (loss) (effective portion)		0.8			(2.7	)		(5.1	)		(10.9	)
Cash flow hedges	Amount reclassified from accumulated other comprehensive loss to interest expense (effective portion)		(2.1	)		(2.0	)		(6.0	)		(5.7	)
Cash flow hedges	Amount reclassified from accumulated other comprehensive loss to operating lease expense (effective portion)		(0.4	)		(0.4	)		(1.2	)		(1.2	)
Cash flow hedges	Amount recognized in other expense (ineffective portion)		(0.4	)		—			(0.4	)		(0.1	)

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

Fair Value Other Financial Instruments

	September 30, 2011				December 31, 2010
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets
Investment funds	$	4.4	$	7.3	$	6.8	$	10.2
Loans		18.6		18.7		0.5		0.5
Liabilities
Recourse fixed rate debt	$	2,653.9	$	2,784.7	$	2,459.3	$	2,615.9
Recourse floating rate debt		491.7		487.5		342.5		341.5
Nonrecourse debt		157.8		168.0		217.2		233.0

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Variable Interest Entities (Details 1) (USD $) In Millions	Sep. 30, 2011	Dec. 31, 2010
Carrying amounts and maximum exposure to loss with respect to VIEs
Net Carrying Amount	$ 151.5	$ 136.0
Maximum Exposure to Loss	151.5	136.0
Investments in Affiliates [Member]
Carrying amounts and maximum exposure to loss with respect to VIEs
Net Carrying Amount	78.4	60.9
Maximum Exposure to Loss	78.4	60.9
Leveraged Leases [Member]
Carrying amounts and maximum exposure to loss with respect to VIEs
Net Carrying Amount	72.2	74.1
Maximum Exposure to Loss	72.2	74.1
Other Investment [Member]
Carrying amounts and maximum exposure to loss with respect to VIEs
Net Carrying Amount	0.9	1.0
Maximum Exposure to Loss	$ 0.9	$ 1.0

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Basis of Presentation (Details) (USD $) In Millions	Dec. 31, 2009
Basis of Presentation (Textual) [Abstract]
Overstatement in each of cash and cash equivalent, accounts payable and accrued expenses and in net cash provided by operating activities	$ 13.1

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Consolidated Statements of Cash Flows (Unaudited) (USD $) In Millions	9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010
Operating Activities
Net income	$ 79.2	$ 61.3
Adjustments to reconcile income to net cash provided by operating activities:
Gains on sales of assets	(51.2)	(35.1)
Depreciation	176.0	169.3
Provision (reversal of provision) for losses	0.3	(0.2)
Asset impairment charges	2.5	5.8
Deferred income taxes	18.9	12.7
Share of affiliates' earnings, net of dividends	(28.2)	(1.4)
Change in income taxes payable	11.5	(4.9)
Change in accrued operating lease expense	(32.5)	(38.2)
Employee benefit plans	(4.0)	(20.2)
Other	15.3	1.5
Net cash provided by operating activities	187.8	150.6
Investing Activities
Additions to operating assets and facilities	(327.7)	(219.5)
Loans extended	(19.1)
Investments in affiliates	(113.2)	(24.9)
Other	(0.1)	(0.1)
Portfolio investments and capital additions	(460.1)	(244.5)
Purchases of leased-in assets	(61.1)	(1.5)
Portfolio proceeds	108.9	55.4
Proceeds from sales of other assets	31.5	21.9
Proceeds from sale-leaseback		78.9
Net decrease in restricted cash	6.0	1.2
Net cash used in investing activities	(374.8)	(88.6)
Financing Activities
Net proceeds from issuances of debt (original maturities longer than 90 days)	545.9	259.1
Repayments of debt (original maturities longer than 90 days)	(277.1)	(298.0)
Net increase in debt with original maturities of 90 days or less	9.1	2.6
Payments on capital lease obligations	(18.5)	(4.4)
Employee exercises of stock options	5.1	0.8
Cash dividends	(42.3)	(40.3)
Net cash provided by (used in) financing activities	222.2	(80.2)
Effect of Exchange Rate Changes on Cash and Cash Equivalents	1.3	0.1
Net increase (decrease) in Cash and Cash Equivalents during the period	36.5	(18.1)
Cash and Cash Equivalents at beginning of period	78.5	41.7
Cash and Cash Equivalents at end of period	$ 115.0	$ 23.6

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Commercial Commitments (Tables)

9 Months Ended

Sep. 30, 2011

Commercial Commitments [Abstract]

Commercial Commitments

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

	September 30 2011		December 31 2010
Affiliate guarantees	$	50.0	$	30.0
Asset residual value guarantees		34.1		48.0
Lease payment guarantees		48.3		52.7
Total guarantees (a)		132.4		130.7
Standby letters of credit and bonds		10.9		11.5
	$	143.3	$	142.2

(a) At September 30, 2011 and December 31, 2010, the carrying values of liabilities on the balance sheet for guarantees were $6.6 million and $7.3 million, respectively. The expirations of these guarantees range from 2011 to 2019. GATX is not aware of any event that would require it to satisfy these guarantees.

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Pension and Other Post-Retirement Benefits (Details) (USD $) In Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Defined Benefit Pension [Member]
Components of pension and other post retirement benefit costs
Service cost	$ 1.4	$ 1.2	$ 4.1	$ 4.0
Interest cost	5.2	5.6	15.6	16.6
Expected return on plan assets	(8.4)	(8.5)	(25.0)	(25.1)
Unrecognized prior service credit	(0.3)	(0.2)	(0.8)	(0.8)
Unrecognized net actuarial loss (gain)	1.8	1.1	5.4	4.5
Net costs	(0.3)	(0.8)	(0.7)	(0.8)
Retiree Health and Life [Member]
Components of pension and other post retirement benefit costs
Service cost	0.1	(0.1)	0.2	0.1
Interest cost	0.6	0.6	1.7	1.8
Unrecognized prior service credit		(0.1)	(0.1)	(0.1)
Unrecognized net actuarial loss (gain)	(0.1)	(0.2)	(0.2)	(0.2)
Net costs	$ 0.6	$ 0.2	$ 1.6	$ 1.6

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Comprehensive Income (Tables)

9 Months Ended

Sep. 30, 2011

Comprehensive Income [Abstract]

Comprehensive income (loss)

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

	Three Months  Ended September 30					Nine Months  Ended September 30
	2011			2010		2011			2010
Net income	$	32.9		$	21.1	$	79.2		$	61.3
Other comprehensive (loss) income, net of taxes:
Foreign currency translation (loss) gain		(56.4	)		44.3		(16.9	)		(28.2	)
Unrealized (loss) gain on securities		(0.2	)		0.1		(0.6	)		0.8
Unrealized (loss) gain on derivative instruments		(1.0	)		—		6.8			(4.5	)
Post retirement benefit plans		0.9			0.2		2.8			2.0
Comprehensive (loss) income	$	(23.8	)	$	65.7	$	71.3		$	31.4

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Basis of Presentation

9 Months Ended

Sep. 30, 2011

Description of Business and Basis of Presentation [Abstract]

Basis of Presentation

NOTE 2. Basis of Presentation

The accompanying unaudited consolidated financial statements of GATX Corporation and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by these accounting principles for complete financial statements. In the opinion of management, all adjustments (which are of a normal recurring nature) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2011, are not necessarily indicative of the results that may be achieved for the entire year ending December 31, 2011. In particular, ASC’s fleet is generally inactive for a significant portion of the first quarter of each year due to the winter conditions on the Great Lakes. In addition, the timing of asset remarketing income is dependent, in part, on market conditions and, therefore, does not occur evenly from period to period. For further information, refer to the consolidated financial statements and footnotes for the year ended December 31, 2010, as set forth in the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission (“SEC”).

Accounting Adjustment

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

New Accounting Pronouncements

Multiemployer Benefit Plans — In September 2011, the Financial Accounting Standards Board (“FASB”) issued authoritative accounting guidance that requires an entity to provide additional quantitative and qualitative disclosures about its involvement in multiemployer pension and other postretirement benefit plans. The disclosures include the entity’s level of participation in multiemployer benefit plans, the financial health of those plans, and the nature of the entity’s commitments to the plans. The guidance becomes effective for annual periods ending after December 15, 2011, with early adoption permitted. The application of the new guidance will not impact GATX’s financial position, results of operations or cash flows.

Goodwill — In September 2011, the FASB issued authoritative accounting guidance that provides an entity the option to assess qualitative factors to determine if performing the two-step goodwill impairment test is necessary. The assessment of qualitative factors requires an entity to evaluate all events or circumstances that could impact the likelihood that the fair value of a reporting unit is less than its carrying amount. The guidance becomes effective for periods beginning after December 15, 2011, with early adoption permitted. Upon adoption, GATX may revise its goodwill impairment testing policy, but application of the new guidance will not impact GATX’s financial position, results of operations or cash flows.

Presentation of Comprehensive Income — In June 2011, the Financial Accounting Standards Board (“FASB”) issued authoritative accounting guidance that revises the requirements for reporting other comprehensive income and its components. The guidance requires an entity to present net income and other comprehensive income in one continuous statement or in two separate, but consecutive, statements. The guidance becomes effective for periods beginning after December 15, 2011, with early adoption permitted. Upon adoption, GATX may revise the presentation of its financial statements, but application of the new guidance will not impact GATX’s financial position, results of operations or cash flows.

Fair Value Measurement — In May 2011, the FASB issued authoritative accounting guidance that changes some fair value measurement principles, clarifies application of existing guidance, and enhances fair value disclosure requirements. The guidance requires an entity to disclose transfers between Level 1 and Level 2 fair value measurements and the reasons for those transfers. The guidance becomes effective for periods beginning after December 15, 2011. Application of the new guidance is not expected to impact GATX’s financial position, results of operations or cash flows.

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Earnings Per Share

9 Months Ended

Sep. 30, 2011

Earnings Per Share [Abstract]

Earnings Per Share

NOTE 11. Earnings Per Share

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

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 September 30				Nine Months  Ended September 30
	2011		2010		2011		2010
Numerator:
Net income	$	32.9	$	21.1	$	79.2	$	61.3
Numerator for basic earnings per share — income available to common shareholders	$	32.9	$	21.1	$	79.2	$	61.3
Effect of dilutive securities:
After-tax interest expense on convertible securities		—		—		—		0.2
Numerator for diluted earnings per share — income available to common shareholders	$	32.9	$	21.1	$	79.2	$	61.5
Denominator:
Denominator for basic earnings per share — weighted average shares		46.5		46.2		46.4		46.1
Effect of dilutive securities:
Equity compensation plans		0.6		0.4		0.6		0.5
Convertible preferred stock		0.1		0.1		0.1		0.1
Convertible securities		—		—		—		0.3
Denominator for diluted earnings per share — adjusted weighted average and assumed conversion		47.2		46.7		47.1		47.0
Basic earnings per share	$	0.71	$	0.45	$	1.71	$	1.33
Diluted earnings per share	$	0.70	$	0.45	$	1.68	$	1.31

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Fair Value Disclosure (Details 2) (USD $) In Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Impact of GATX's Derivative Instrument on Income Statement and Other comprehensive income (loss)
Interest expense	$ 0.4	$ 4.0	$ (0.3)	$ 11.7
Amount recognized in other comprehensive income (loss) (effective portion)	0.8	(2.7)	(5.1)	(10.9)
Amount recognized in other expense (ineffective portion)	(0.4)		(0.4)	(0.1)
Interest Expense [Member] | Cash Flow Hedging [Member]
Impact of GATX's Derivative Instrument on Income Statement and Other comprehensive income (loss)
Amount reclassified from accumulated other comprehensive loss	(2.1)	(2.0)	(6.0)	(5.7)
Operating Lease Expense [Member] | Cash Flow Hedging [Member]
Impact of GATX's Derivative Instrument on Income Statement and Other comprehensive income (loss)
Amount reclassified from accumulated other comprehensive loss	$ (0.4)	$ (0.4)	$ (1.2)	$ (1.2)

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Investment in Affiliated Companies (Tables)

9 Months Ended

Sep. 30, 2011

Investments in Affiliated Companies [Abstract]

Operating results of affiliated companies of GATX

	Three Months Ended September 30				Nine Months  Ended September 30
	2011		2010		2011		2010
Revenues	$	165.9	$	155.5	$	502.0	$	488.9
Pre-tax income reported by affiliates		6.7		15.7		89.2		57.8

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Consolidated Balance Sheets (Unaudited) (USD $) In Millions	Sep. 30, 2011		Dec. 31, 2010
Assets
Cash and Cash Equivalents	$ 115.0		$ 78.5
Restricted Cash	50.6		56.6
Receivables
Rent and other receivables	78.3		70.6
Loans	18.6		0.5
Finance leases	330.3		347.7
Less: allowance for possible losses	(11.8)		(11.6)
Receivables, net	415.4		407.2
Operating Assets and Facilities
Rail (includes $123.5 and $123.7 relating to a consolidated VIE at September 30, 2011 and December 31, 2010, respectively)	5,652.7		5,513.6
Specialty	372.9		280.8
ASC	373.6		389.1
Less: allowance for depreciation (includes $17.8 and $13.6 relating to a consolidated VIE at September 30, 2011 and December 31, 2010, respectively)	(2,061.2)		(2,049.7)
Operating assets and facilities, net	4,338.0		4,133.8
Investments in Affiliated Companies	547.5		486.1
Goodwill	92.7		92.7
Other Assets	197.3		187.5
Total Assets	5,756.5		5,442.4
Liabilities and Shareholders' Equity
Accounts Payable and Accrued Expenses	150.0		114.6
Debt
Commercial paper and borrowings under bank credit facilities	124.2		115.6
Recourse	3,145.6		2,801.8
Nonrecourse (includes $48.1 and $56.2 relating to a consolidated VIE at September 30, 2011 and December 31, 2010, respectively)	157.8		217.2
Capital lease obligations	14.3		41.9
Total Debt	3,441.9		3,176.5
Deferred Income Taxes	769.8		750.6
Other Liabilities	239.5		287.0
Total Liabilities	4,601.2		4,328.7
Shareholders' Equity
Preferred stock ($1.00 par value, 5,000,000 shares authorized, 16,644 and 16,694 shares of Series A and B $2.50 Cumulative Convertible Preferred Stock issued and outstanding as of September 30, 2011 and December 31, 2010, respectively, aggregate liquidation preference of $1.0)		[1]		[1]
Common stock ($0.625 par value, 120,000,000 authorized, 65,718,449 and 65,482,950 shares issued and 46,595,929 and 46,360,430 shares outstanding as of September 30, 2011 and December 31, 2010, respectively)	41.0		40.9
Additional paid in capital	638.9		626.2
Retained earnings	1,153.6		1,116.9
Accumulated other comprehensive loss	(117.9)		(110.0)
Treasury stock at cost (19,122,520 shares at September 30, 2011 and December 31, 2010)	(560.3)		(560.3)
Total Shareholders' Equity	1,155.3		1,113.7
Total Liabilities and Shareholders' Equity	$ 5,756.5		$ 5,442.4

[1] Less than $0.1 million.

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Fair Value Disclosure (Details Textual) (USD $) In Millions, unless otherwise specified	9 Months Ended	12 Months Ended							3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended
	Sep. 30, 2010 Railcar	Sep. 30, 2012	Sep. 30, 2011	Dec. 31, 2010	Sep. 30, 2011 Fair Value Hedging [Member] Instrument	Dec. 31, 2010 Fair Value Hedging [Member] Instrument	Sep. 30, 2011 Cash Flow Hedging [Member] Instrument	Dec. 31, 2010 Cash Flow Hedging [Member] Instrument	Sep. 30, 2011 Fair Value, Inputs, Level 3 [Member] Fair Value, Measurements, Nonrecurring [Member] Impairment Losses [Member]	Sep. 30, 2010 Fair Value, Inputs, Level 3 [Member] Fair Value, Measurements, Nonrecurring [Member] Impairment Losses [Member]	Sep. 30, 2011 Fair Value, Inputs, Level 3 [Member] Fair Value, Measurements, Nonrecurring [Member] Impairment Losses [Member]	Sep. 30, 2010 Fair Value, Inputs, Level 3 [Member] Fair Value, Measurements, Nonrecurring [Member] Impairment Losses [Member]	Sep. 30, 2011 Fair Value, Inputs, Level 3 [Member] Fair Value, Measurements, Nonrecurring [Member] Impairment Losses [Member] Scrapped Wheelset [Member]	Sep. 30, 2010 Fair Value, Inputs, Level 3 [Member] Fair Value, Measurements, Nonrecurring [Member] Impairment Losses [Member] Scrapped Wheelset [Member]	Sep. 30, 2011 Fair Value, Inputs, Level 3 [Member] Fair Value, Measurements, Nonrecurring [Member] Impairment Losses [Member] Scrapped Wheelset [Member]	Sep. 30, 2010 Fair Value, Inputs, Level 3 [Member] Fair Value, Measurements, Nonrecurring [Member] Impairment Losses [Member] Scrapped Wheelset [Member]	Sep. 30, 2010 Regulatory Mandate [Member]
Derivative (Textual) [Abstract]
No. of instruments, outstanding					3	3	12	13
Maturity date range of fair value hedge derivatives					2012-2015		2012-2015
Additional Fair Value Disclosure (Textual) [Abstract]
Fair Value of Assets									$ 1.0	$ 0.4	$ 2.2	$ 5.8	$ 1.0	$ 0.4	$ 2.2	$ 1.0	$ 4.8
Fair Value Disclosure (Textual) [Abstract]
No. of Aluminum hopper railcars having economic life decreased	358
Aggregate notional amount of outstanding Fair value hedge derivative instruments			350.0	350.0
Aggregate notional amount of outstanding Cash flow hedge derivative instruments			78.0	130.4
Expected Pre tax reclassification of net losses from accumulated other comprehensive income to earnings in Next Twelve Months		7.1
Expected After tax reclassification of net losses from accumulated other comprehensive income to earnings in Next Twelve Months		4.5
Aggregate fair value of all derivative instruments with Net liability position			$ 3.0
Expected period for reclassification from Aoci to income			12 months

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Earnings Per Share (Details) (USD $) In Millions, except Per Share data	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Numerator:
Net income	$ 32.9	$ 21.1	$ 79.2	$ 61.3
Numerator for basic earnings per share - income available to common shareholders	32.9	21.1	79.2	61.3
Effect of dilutive securities:
After-tax interest expense on convertible securities				0.2
Numerator for diluted earnings per share - income available to common shareholders	$ 32.9	$ 21.1	$ 79.2	$ 61.5
Denominator:
Denominator for basic earnings per share - weighted average shares	46.5	46.2	46.4	46.1
Effect of dilutive securities
Equity compensation plans	0.6	0.4	0.6	0.5
Convertible preferred stock	0.1	0.1	0.1	0.1
Convertible securities				0.3
Denominator for diluted earnings per share - adjusted weighted average and assumed conversion	47.2	46.7	47.1	47.0
Basic earnings per share	$ 0.71	$ 0.45	$ 1.71	$ 1.33
Diluted earnings per share	$ 0.70	$ 0.45	$ 1.68	$ 1.31

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Legal Proceedings and Other Contingencies (Details) In Millions	9 Months Ended
	Sep. 30, 2011 USD ($)	Sep. 30, 2011 PLN	Dec. 31, 2005 USD ($)
Legal Proceedings and Other Contingencies (Textual) [Abstract]
Guarantee of Kolsped's promissory note securing bank loan			$ 9.8
Maximum amount of Kolsped's promissory note declaration in respect of bank loan guarantee			10
Claims for damages totaled consists of the principal amount, interest and costs allegedly paid by it to the Bank and statutory interest	44.4	146.7
Accrual of litigation pending final resolution on appeal by PKP	$ 15.5

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Commercial Commitments (Details) (USD $) In Millions	9 Months Ended
	Sep. 30, 2011	Dec. 31, 2010
Commercial Commitments
Total guarantees	$ 132.4	$ 130.7
Standby letters of credit and bonds	10.9	11.5
Total commercial commitments	143.3	142.2
Commercial Commitments (Textual) [Abstract]
Amount of liability included in recorded value of the company's guarantee	6.6	7.3
Expiration of guarantees, range	2011 to 2019
Affiliate Guarantees [Member]
Commercial Commitments
Total guarantees	50.0	30.0
Asset residual value guarantees [Member]
Commercial Commitments
Total guarantees	34.1	48.0
Lease payment guarantees [Member]
Commercial Commitments
Total guarantees	$ 48.3	$ 52.7