Debt

Commercial Paper and Borrowings Under Bank Credit Facilities ($ in millions)



	December 31
	2012			2011
Balance	$	273.6		$	28.6
Weighted average interest rate	0.72		%	1.26		%

Credit Lines and Facilities

GATX has a $560 million unsecured revolving credit facility in the U.S. that matures in May 2015. At December 31, 2012, availability under this facility was $365.3 million, with $185.0 million of commercial paper outstanding and $9.7 million of letters of credit issued, both backed by the facility. Annual commitment fees for the revolving credit facility are based on a percentage of the commitment and were $1.2 million, $0.9 million and $0.4 million for 2012, 2011 and 2010, respectively. GATX also has unsecured lines of credit in Europe totaling $112.1 million. At December 31, 2012, availability under these lines of credit was $23.5 million.

Recourse and Nonrecourse Debt Obligations

Outstanding balances of GATX’s debt obligations and the applicable interest rates as of December 31 ($ in millions):



	Date of Issue	Final Maturity	Interest Rate		2012		2011
Recourse Fixed Rate Debt
Unsecured	04/30/09	05/15/14	8.75	%	$	300.0	$	300.0
Unsecured	02/05/10	05/15/15	4.75	%	250.0		250.0
Unsecured	11/19/10	07/15/16	3.50	%	250.0		250.0
Unsecured	05/27/11	06/01/21	4.85	%	250.0		250.0
Unsecured	06/11/12	06/15/22	4.75	%	250.0		—
Unsecured	02/06/08	02/15/18	6.00	%	200.0		200.0
Unsecured	03/03/06	03/01/16	5.80	%	200.0		200.0
Secured	11/06/08	11/15/13	9.00	%	159.9		168.3
Unsecured	12/22/05	12/22/15	5.75	%	100.0		115.0
Unsecured	09/20/11	07/15/16	3.50	%	100.0		100.0
Unsecured	04/14/05	04/15/15	5.70	%	100.0		100.0
Unsecured	09/20/11	06/01/21	4.85	%	50.0		50.0
Unsecured	12/27/10	10/31/18	3.84	%	21.1		20.7
Unsecured	11/29/10	11/30/18	3.70	%	19.8		20.7
Unsecured	09/24/09	10/01/12	4.75	%	—		300.0
Unsecured	10/11/06	02/15/12	5.50	%	—		200.0
Unsecured	03/29/06	12/11/12	3.49	%	—		40.5
Unsecured	12/18/07	11/30/12	4.70	%	—		27.2
Unsecured	06/29/07	05/31/12	4.25	%	—		22.7
Unsecured	02/11/02	07/31/12	5.73	%	—		0.6
Unsecured	02/11/02	01/31/12	5.83	%	—		0.2
Total recourse fixed rate debt					$	2,250.8	$	2,615.9
Recourse Floating Rate Debt *
Unsecured	12/12/11	06/12/17	2.25	%	$	107.5	$	115.0
Unsecured	03/18/08	03/18/14	1.25	%	100.0		150.0
Unsecured	05/17/11	05/17/13	1.50	%	100.0		100.0
Unsecured	12/21/12	12/21/17	1.88	%	100.0		—
Secured	12/19/11	12/19/20	2.10	%	95.5		100.0
Unsecured	06/30/06	06/28/13	0.90	%	70.0		100.0
Unsecured	08/31/12	12/31/19	2.47	%	66.0		—
Unsecured	12/15/10	10/31/15	1.58	%	42.9		49.9
Unsecured	03/29/06	09/30/16	2.09	%	41.2		—
Secured	05/14/09	05/14/14	2.86	%	38.0		41.4
Unsecured	01/12/12	06/12/17	2.25	%	35.0		—
Unsecured	12/18/07	10/31/16	2.01	%	27.7		—
Unsecured	12/06/11	08/31/16	1.56	%	25.8		29.8
Unsecured	06/29/07	09/30/16	2.17	%	18.4		—
Unsecured	09/02/11	11/30/16	1.24	%	13.4		15.6
Unsecured	03/01/10	02/28/15	1.97	%	13.2		13.0
Unsecured	12/31/03	09/30/13	1.73	%	1.8		4.3
Unsecured	12/27/10	06/30/12	2.84	%	—		5.2
Unsecured	11/29/10	12/31/12	2.20	%	—		1.9
Unsecured	12/15/03	12/15/12	1.63	%	—		1.2
Unsecured	12/31/03	12/31/12	1.53	%	—		0.3
Total recourse floating rate debt					$	896.4	$	727.6



	Date of Issue	Final Maturity	Interest Rate		2012			2011
Nonrecourse Fixed Rate Debt
Secured	09/30/97	09/20/16	6.69	%	$	35.1		$	45.2
Secured	06/13/06	12/31/13	6.26	%	21.4			22.2
Secured	08/01/07	06/30/17	6.77	%	2.5			2.5
Secured	06/16/06	04/29/16	6.80	%	1.3			1.3
Secured	08/01/07	07/31/17	6.78	%	0.8			0.8
Secured	05/29/07	05/31/12	5.84	%	—			3.5
Secured	06/01/07	05/31/12	6.27	%	—			2.4
Secured	05/11/07	05/31/12	6.06	%	—			1.4
Total nonrecourse fixed rate debt					$	61.1		$	79.3

Nonrecourse Floating Rate Debt *
Secured	Various	05/08/14	1.46	%	$	49.3		$	51.0
Secured	Various	01/15/15	1.46	%	23.5			24.4
Total nonrecourse floating rate debt					$	72.8		$	75.4
Total debt principal					$	3,281.1		$	3,498.2
Debt discount, net					(8.3		)	(9.3		)
Debt adjustment for fair value hedges					10.2			15.3
Total Debt					$	3,283.0		$	3,504.2

_________


(*)	Floating rates as of December 31, 2012.

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



	Debt Principal
2013	$	485.7
2014	513.6
2015	552.5
2016	626.9
2017	236.2
Thereafter	866.2
Total debt principal	$	3,281.1

At December 31, 2012, $606.7 million of GATX’s operating assets were pledged as collateral for notes or other obligations.

Shelf Registration Statement

GATX maintains an effective shelf registration statement on file with the SEC that enables it to issue public debt securities and pass-through certificates. The registration statement expires in August 2013.

Restrictive Covenants

GATX’s $560 million revolving credit facility contains various restrictive covenants, including requirements to maintain a fixed charge coverage ratio and an asset coverage test. GATX’s ratio of earnings to fixed charges, as defined in this facility, was 1.8 for the period ended December 31, 2012, in excess of the minimum covenant ratio of 1.2. At December 31, 2012, GATX was in compliance with all covenants and conditions of the facility. Certain of GATX’s bank term loans have the same financial covenants as the facility.

The indentures for GATX’s public debt also contain various restrictive covenants, including limitation on liens provisions, that limit the amount of additional secured indebtedness that GATX may incur to $918.6 million as of December 31, 2012. Additionally, certain exceptions to the covenants permit GATX to incur an unlimited amount of purchase money and nonrecourse indebtedness. At December 31, 2012, GATX was in compliance with all covenants and conditions of the indentures.

The loan agreements for certain of GATX’s wholly-owned European 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. At December 31, 2012, the maximum amount that GRE could transfer to GATX without violating its covenants was $81.4 million, implying that $389.7 million of subsidiary net assets were restricted. At December 31, 2012, GRE was in compliance with all covenants and conditions of these loan agreements.

Another subsidiary’s financing, guaranteed by GATX, contains various restrictive covenants, including requirements for GATX to maintain a defined net worth and a fixed charge coverage ratio. This fixed charge coverage ratio covenant is less restrictive than that contained in the revolving credit facility.

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.