Investments in Affiliated Companies

Investments in affiliated companies represent investments in and loans to domestic and foreign affiliates that are in businesses similar to those of GATX, primarily companies offering lease financing and related services for customers operating rail and marine assets, as well as companies that lease aircraft engines. As of December 31, 2012 and 2011, loan amounts included were $51.3 million and $57.7 million, respectively.

In 2012, GATX's gas compression equipment leasing affiliate, Enerven Compression, LLC ("Enerven"), sold substantially all of its assets and is in the process of liquidation. In connection with the disposition, GATX recognized an impairment loss of $14.8 million, which is reflected in share of affiliates' earnings. In 2011, the Clipper Fourth Limited and Clipper Fourth APS marine affiliates, 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 affiliates' outstanding debt, received liquidating distributions of six vessels with an aggregate fair value of $88.8 million and recognized an impairment loss of $5.2 million, which is reflected in share of affiliates’ earnings.

The following table presents GATX's most significant investments in affiliated companies and related percentage of ownership, by segment, as of December 31, 2012 (in millions):



	Segment	GATX’s Investment		GATX’s Percentage Ownership
Rolls-Royce & Partners Finance *	Portfolio Management	$	208.7	50.0	%
AAE Cargo AG	Rail International	74.7		37.5	%
Cardinal Marine Investments, LLC	Portfolio Management	52.6		50.0	%
Singco Gas Pte, Limited	Portfolio Management	40.5		50.0	%
Enerven Compression, LLC	Portfolio Management	32.9		45.6	%
Adler Funding, LLC	Rail North America	26.7		12.5	%
Southern Capital Corporation	Rail North America	20.2		50.0	%
Intermodal Investment Fund V	Portfolio Management	18.1		50.0	%
Somargas II Private Limited	Portfolio Management	15.4		35.0	%
Other affiliates		12.2		various
Investments in Affiliated Companies		$	502.0

__________


(*)	Combined investment balances of fourteen separate joint ventures (collectively, the "RRPF Affiliates")

The following table shows GATX’s share of affiliates’ earnings by segment for the years ending December 31 (in millions):



	2012			2011			2010
Rail North America	$	6.5		$	3.9		$	7.2
Rail International	(18.3		)	0.5			(6.0		)
Portfolio Management	33.4			36.2			36.9
Share of affiliates' earnings (pre-tax)	21.6			40.6			38.1
Income taxes	(2.0		)	(8.2		)	(9.6		)
Share of Affiliates' Earnings	$	19.6		$	32.4		$	28.5

The following table summarizes GATX's cash investments in and distributions from affiliates for the years ended December 31 (in millions):



	Cash Investments						Cash Distributions
	2012		2011		2010		2012		2011		2010
Rail North America	$	—	$	—	$	36.8	$	14.9	$	8.0	$	9.7
Rail International	—		2.8		—		—		—		—
Portfolio Management	29.7		113.4		27.9		50.8		27.3		45.0
	$	29.7	$	116.2	$	64.7	$	65.7	$	35.3	$	54.7

The following guarantees, as described in Note 14, related to GATX's affiliated companies were outstanding as of December 31 (in millions). The amount shown below excludes an affiliate guarantee for which no stated maximum potential future payment is provided and for which the likelihood of performance under the guarantee is considered remote.



	2012		2011
Loan payment guarantees	$	42.0	$	42.0

Summarized Financial Data of Affiliates

Aggregated operating results for all of GATX's affiliated companies for the years ending December 31 were (in millions):



	2012		2011		2010
Revenues	$	651.8	$	645.5	$	636.2
Gains on sales of assets	57.4		21.1		10.9
Net income	75.3		88.5		55.8

Aggregated summarized balance sheet data for all of GATX's affiliated companies as of December 31 were (in millions):



	2012		2011
Current assets	$	311.0	$	404.4
Noncurrent assets	4,781.3		4,724.4
Total assets	$	5,092.3	$	5,128.8

Current liabilities	$	439.7	$	570.7
Noncurrent liabilities	3,739.6		3,671.9
Shareholders’ equity	913.0		886.2
Total liabilities and shareholders' equity	$	5,092.3	$	5,128.8

Summarized Financial Data for the RRPF Affiliates

As noted above, GATX's affiliate investments include a 50% interest in each of the RRPF Affiliates, a collection of fourteen domestic and foreign joint ventures with Rolls-Royce plc (or affiliates thereof, collectively “Rolls-Royce”), a leading manufacturer of commercial aircraft jet engines. The RRPF Affiliates are primarily engaged in two business activities: lease financing of aircraft engines to a diverse group of commercial aircraft operators worldwide and sale-leaseback financing of aircraft engines to Rolls-Royce for use in their engine maintenance programs. These aircraft engines are generally depreciated over a useful life of 25 years to an estimated residual value. Lease terms vary but typically range from 7 to 10 years. Rolls-Royce acts as manager for each of the RRPF Affiliates and also performs substantially all required maintenance activities. GATX's share of affiliates' earnings (after-tax) from the RRPF Affiliates was $36.7 million, $30.8 million and $25.4 million in 2012, 2011 and 2010, respectively.

The following financial information was derived from the combined financial statements of the RRPF Affiliates.

Condensed income statements for the years ending December 31 (in millions):



	2012			2011			2010
Lease revenue from third parties	$	140.4		$	127.9		$	118.2
Lease revenue from Rolls-Royce	112.9			96.3			94.8
Depreciation expense	(115.1		)	(100.1		)	(89.1		)
Interest expense	(64.8		)	(55.5		)	(54.5		)
Other expenses	(16.3		)	(11.5		)	(9.1		)
Gains on sales of assets	35.9			19.4			3.4
Income before income taxes	93.0			76.5			63.7
Income taxes *	(3.8		)	(3.6		)	(11.6		)
Net income	$	89.2		$	72.9		$	52.1

_________

(*) Represents income taxes directly attributable to the RRPF Affiliates. Several of the RRPF Affiliates are flow through entities and income taxes are incurred at the shareholder level.

Condensed balance sheets as of December 31 (in millions):



	2012		2011
Current assets	$	84.8	$	104.5
Operating assets, net of accumulated depreciation of $651.8 for 2012 and $568.1 for 2011 *	2,572.2		2,335.5
Other noncurrent assets	14.1		15.0
Total assets	$	2,671.1	$	2,455.0

Current liabilities	$	122.8	$	141.6
Long-term debt	1,955.1		1,796.6
Other liabilities	217.7		201.1
Shareholders’ equity	375.5		315.7
Total liabilities and shareholders' equity	$	2,671.1	$	2,455.0

_________


(*)	All operating assets were pledged as collateral for long term debt obligations.

Contractual future lease receipts from noncancelable leases as of December 31, 2012 were as follows (in millions):



	Rolls-Royce		Third Parties		Total
2013	$	120.9	$	133.1	$	254.0
2014	118.9		114.6		233.5
2015	119.7		99.7		219.4
2016	111.3		88.6		199.9
2017	89.4		80.0		169.4
Years thereafter	275.0		182.1		457.1
	$	835.2	$	698.1	$	1,533.3

Maturities of debt obligations as of December 31, 2012, were as follows (in millions):



	Debt Principal
2013	$	64.2
2014	417.1
2015	622.0
2016	359.7
2017	245.6
Years thereafter	288.3
Total debt principal *	$	1,996.9

_________


(*)	All debt obligations are nonrecourse to the shareholders.