2001 ANNUAL REPORT GATX CORPORATION is a specialized finance and leasing company combining asset knowledge and services, structuring expertise, partnering, and risk capital to serve customers and partners worldwide. Diluted Income Per Share DOLLARS PER SHARE Return on Average Common Equity PERCENTAGES 3.37 3.01 2.62 2.25 2.23 19 19 19 14 13 97(A) 98 99 00(B) 01(C) 97(A) 98 99 00(B) 01(C) (A) EXCLUDES EFFECT OF $163 MILLION AFTER-TAX RESTRUCTURING CHARGE. (B) EXCLUDES EFFECT OF $98 MILLION AFTER-TAX PROVISION FOR LITIGATION. (C) EXCLUDES EFFECT OF $63 MILLION AFTER-TAX NON-COMPARABLE ITEMS (SEE PAGE 20). Asset Mix $7.7 BILLION, INCLUDING OFF BALANCE SHEET 14% specialty 5% venture 12% technology 18% air 2% corporate/other 49% rail 2 3 6 16 17 18 19 20 22 24 GATX At a Glance (this page) Financial Highlights Letter from the Chairman of the Board Business Overview Definitions Income Statements Balance Sheets Cash Flows Supplemental Financial Data Investment in Affiliates Data Directors and Officers Corporate Information Market Position Strengths Strategy Leading information technology (IT) equipment lessor. Focused on large-volume Fortune 1000 IT users. Manage existing air portfolio effectively during volatile period. Increase fees from third-party managed aircraft. Over 30 years of industry experience. Newer, narrow-body fleet with nine-year average age. Extensive international presence. Largest tank car lessor in North America. Interest in l 64,000 railcars worldwide. Largest locomotive operating lease fleet in North America. Strengthen leadership position in North American market. Broaden customer relationships. Establish GATX as the leader in European market. Over 100 years of industry experience. Expertise in specialized railcars. Growing international presence. Strong customer relationships. With partners, third-largest aircraft lessor worldwide. Own, manage, and have an interest in over 300 commercial aircraft. Own 50% interest in world’s largest aircraft engine lessor. RAIL AIR TECHNOLOGY VENTURE SPECIALTY Diversified portfolio across customers and equipment types. Vendor-independent. Strong, service-based customer relationships. More than 15 years of industry experience. Pioneer in venture leasing. Excellent relationships with leading venture capital firms. Broaden existing customer relationships. Continue to expand service offering. Increase customer base in North America. Provider of secured lease and loan financing to emerging companies. Diversified portfolio across biotechnology, IT, software. Diverse portfolio of large-ticket equipment on lease worldwide. Third-party managed portfolio totaling $1.1 billion. Asset knowledge, structuring expertise, secondary market experience, asset management. Continue expanding and diversifying customer base. Selectively pursue international markets. Explore new market opportunities. Pursue portfolio acquisitions. 2 GATX Financial Highlights IN MILLIONS, EXCEPT PER SHARE DATA 2001 2000 1999 Gross income $ 1,521.4 $ 1,389.9 $ 1,258.6 Income from continuing operations Income from discontinued operations Net income 7.5 165.4 172.9 Diluted income per share $ 3.51 $ Income excluding non-comparable items(A) 109.7 30.8 35.8 66.6 1.37 164.2 126.3 25.0 151.3 $ 3.01 151.3 Diluted income per share, excluding non-comparable items $ 2.23 $ 3.37 $ 3.01 (A) SEE PAGE 20 FOR DETAIL OF NON-COMPARABLE ITEMS. Portfolio Investments and Capital Expenditures MILLIONS OF DOLLARS Cash from Continuing Operations and Portfolio Proceeds MILLIONS OF DOLLARS 1,928 1,794 1,606 1,203 1,236 1,387 1,103 1,026 791 669 97 98 99 00 01 97 98 99 00 01 3 LETTERFROM THE CHAIRMAN OF THE BOARD We entered 2001 cautiously optimistic. Although it was clear the economy was weakening, we believed that the steps we took in 2000 to clarify our position as a specialized finance and leasing company strengthened our focus and provided momentum that would serve as the foundation for another positive year. That optimism was short-lived. 2001 was the most challenging year of my career, as it was for many of my colleagues at GATX. Earnings per share, adjusted for non-comparable items that are detailed later in this report, declined 34%, and our total return to shareholders was a negative 32% – a very disappointing performance on both counts. It would be inappropriate to lay our performance solely at the feet of uncontrollable factors.The cold reality is that prior to the rapid deterioration in the economy or the events of September 11, we made an investment decision that placed us on a difficult path in 2001. As the economy strengthened during the late 1990s, we allocated the majority of our capital to sectors in which we have decades of experience and leading market positions, such as rail, air, technology, and venture. However, we also stepped up investment in less traditional areas, one of which was telecommunications. GATX had successfully participated in the telecommunication equipment financing market on a small scale for several years, and we thought we could expand this business while managing the inherent risks. We diversified the portfolio across companies and subsectors within the telecom market, financed what we thought was critical equipment, and coinvested with other financial institutions as a means of maintaining an appropriate exposure in the context of GATX’s total asset base. However, as the telecom market unwound, it became apparent that the assumptions underlying our initial investment thesis, which assumed continued build-out of the telecom network and reasonable equipment values, were no longer valid. We spent a good portion of 2001 extricating ourselves from our investments in the telecom market, and suffered significant losses in the process. While now behind us, the uncertainty regarding the outcome of this portfolio weighed heavily on our stock price throughout the year. External events dealt GATX a second wave of challenges in 2001.The year opened with an economy that was slowing. In the face of this situation, we took the right steps: We pulled back on new car additions in rail; we intensified our cost- cutting efforts; and we took steps to position our aircraft portfolio for slower growth in air travel. While our proactive efforts helped minimize the impact on our businesses, we could not negate the power of economic forces: We experienced lower asset utilization and increased pressure on lease rates in rail and air, and portfolio weakness in other asset classes. While portfolio challenges and the economy commanded our attention in the first half of the year, our course since then has been heavily influenced by the events of September 11. As a leader in the aircraft leasing business for over 30 years, 4 I thought GATX had experienced every conceivable twist and turn in this market, yet the events of September 11 were beyond comprehension. In the wake of these events, we had to step back and assess the impact on one of our most important businesses. The effects on our air business, and on GATX overall, were very real: An already weak economy faced new challenges; a sharp decline in air travel created great uncertainty for the air industry; and our credit spreads, an important cost of doing business, widened significantly from already high levels. During this period, our air group moved quickly to finance and place the 16 new aircraft that are scheduled for delivery in 2002. Despite the downturn in the air industry, we already have commitments from air carriers for 14 of these new aircraft. The air group also made significant progress in arranging financing to support these deliveries.This effort is a testament to the air group’s industry knowledge and untiring effort. Within other areas of GATX, we made difficult, but necessary, staff reductions and expanded other cost-cutting initiatives.These steps will save GATX at least $35 million in the year ahead, and should also lead to stronger earnings growth and attractive returns for shareholders. In a year as challenging as 2001, it’s natural to focus on the negatives. However, 2001 had its share of positives as well, and I will share some highlights before turning to the year ahead. At the beginning of 2001, we outlined three strategic objectives: Complete the sale of GATX Terminals; optimize our capital structure; and position GATX for future growth. We were successful on all three fronts.The GATX Terminals sale, which generated approximately $1.0 billion in after-tax sale proceeds, exceeded even our most optimistic expectations.This sale set the stage for accomplishing the second objective: optimizing our capital structure. Using the sale proceeds conservatively, we pursued new investment opportunities while simultaneously reducing our financial leverage. We closed 2001 with a stronger balance sheet, and we have the capacity for increased investment in the future. Our conservative use of the GATX Terminals sale proceeds, although dilutive to earnings in the short term, was undoubtedly the correct long-term strategy. Finally, as part of our effort to position GATX to pursue future growth opportunities, we consolidated a number of internal functions, combined our two rail operations under the direction of one management team, and continued to improve operating efficiency across the organization. Looking forward to 2002, a portion of our near-term effort will focus on internal, controllable objectives. Some may view this as blocking and tackling, but I believe this will set the stage for improved performance in the future as the economic recovery gathers momentum. We will combine this internal effort with the continued pursuit of growth in our core markets. Managing our air business effectively during this period of uncertainty will be a top priority. We are off to a solid start, and with air traffic posting a gradual recovery, a sound portfolio of widely used, high-quality aircraft, and an experienced team at the helm of our air group, I remain optimistic about our prospects. Air traffic has shown tremendous resilience through past cycles, and GATX is well positioned to benefit from its recovery and continued growth. 5 In rail, the North American market is now into its third year of weakness, and we remain cautious on the timing of a recovery. However, we will continue focusing on excellent customer service, optimizing our fleet, reducing operating expenses, and selectively adding cars to our fleet. Each of these steps will position GATX to realize the full benefit of an economic recovery when it occurs. As we strive for continual improvement in our existing operations, we will pursue rail portfolio acquisitions on a selective basis using our 100 years of experience in the market, and our understanding of rail cycles and the long-term nature of these assets. The technology leasing business was a bright spot for GATX in 2001, and we expect another solid year in 2002. Our near-term focus will be on building new investment volume, expanding our share of each customer’s IT spending dollar, and serving our clients to the fullest extent. Importantly, we will also pursue portfolio acquisitions in the IT area – a strategy that proved highly successful in 2001. Like most companies, we are eager to put 2001 behind us, but we do so knowing that the experience gained in the past year will make GATX a stronger company in the future. We learned many lessons in the past year, but the main one is obvious: We are at our best when we are focused on our core rail, air, technology, and venture markets. In each of these markets, we utilize a unique mix of asset knowledge, equipment management capabilities, and proven expertise in secondary market transactions. Additionally, in these markets we have adhered to a highly disciplined investment approach that is grounded in decades of experience. Although we will selectively pursue new opportunities in the years ahead, you will see greater focus on the cornerstones that form the foundation of GATX. While much has changed at GATX and in the world over the past year, the keys to our success have not: A portfolio of high-quality assets; leading positions in markets that serve as the backbone of the North American and global economies; a commitment to customer service that draws on our depth of experience; a Board of Directors that has provided sound guidance and support during challenging times; and employees that are dedicated, talented, and resilient.These factors sustained us during 2001, and they serve as support for our optimism about the future of GATX. The past year was difficult for GATX and very trying for our shareholders. As I review our shareholder composition, I am heartened by the familiar list of individuals and institutions that stayed with us through difficult times. I thank you for your support. I also thank those investors who acted post-September II to increase or establish positions in GATX. Along with all of my colleagues at GATX, I am committed to proving you right. Sincerely, Ronald H. Zech Chairman and Chief Executive Officer 6 Capitalizing on a LEADING MARKET POSITION in its core tank car leasing business, GATX has built one of the largest rail fleets in the world. GATX offers a unique combination of asset, market, and financial knowledge to a quality customer base. GATX Railcar Fleet – owned/interest NUMBER OF CARS IN THOUSANDS GATX Railcar Fleet Composition BY CAR TYPE 103 106 108 110 136 117 144 147 153 164 92 93 94 95 96 97 98 99 00 01 5% intermodal 8% other 4% open hoppers 11% boxcars/gondolas 54% tank cars 18% covered hoppers U.S.Tank Car Market Share GATX Rail Customer Profile GATX Asset Mix – consolidated LEASED MARKET FULL-SERVICE FLEET – TOP 50 CUSTOMERS BY RATING 13% other 18% GE Railcar 33% Union Tank Car 36% GATX 19% nonrated/private 13% BB or < 31% BBB 25% AAA and AA 12% A 49% rail Source: Umler Data 7 Interest in 164,000 railcars worldwide North America’s leading tank car lessor Expanding global presence Over 100 years of experience MARKET KNOWLEDGE RAIL The railcar leasing business has served as the foundation of GATX Corporation for over 100 years. Since our founding, we have built the second largest private rail fleet in the world, encompassing an interest in l64,000 railcars. Our success is based on experience, intense asset knowledge, long-term customer relationships, unique financial capabilities, and outstanding service. Although the economic slowdown, both in North America and Europe, has tempered income and returns in the rail leasing business during the past two years, our confidence in the business remains steadfast. During the past century, our rail business has periodically endured difficult cycles and emerged stronger each time. Within the global rail market, GATX Rail is best known for its expertise in tank cars – a unique sector of the rail leasing market. While tank cars may appear to be generic assets, in reality they are highly engineered, complex assets customized to carry a variety of products for a number of specialized, yet sizeable, markets.These cars carry the building blocks of the economy, serving a critical function within the transportation system for the chemical, petroleum, and food industries. GATX’s leading position in the tank car sector has been built on strong relationships with many of North America’s leading industrial companies, fostered by our quality service. Through our North American service network, we provide a wide array of services such as cleaning, repair, and engineering support to address our customers’ operational and environmental matters. Our fleet of cars, combined with proven service capabilities, gives GATX a powerful competitive advantage that is difficult to match. In addition to our base of tank cars, GATX has a diversified fleet of specialty freight cars that serve both shippers and railroads.This high-quality fleet of cars enables us to meet the diverse needs of our customer base.The specialty freight car market also provides an attractive avenue for future growth through fleet acquisitions. GATX also has a strong position in locomotive leasing. Along with our partner, the Electro-Motive Division of General Motors, we have the largest operating lease fleet of locomotives in North America. While strengthening our position in the North American rail market, we continue to expand our presence in the growing European rail market. In 2001, we acquired the Polish national tank car fleet and now have an interest in over 30,000 railcars throughout Europe. Our current focus is on improving returns on our base investments, while selectively pursuing additional acquisition opportunities. The economic downturn has presented the rail industry with very challenging conditions, but our long-term commitment to the market has enabled us to strengthen our competitive position. We are confident that we will prosper as the economy strengthens. 8 The global air industry has displayed TREMENDOUS RESILIENCY over time, with air travel rebounding from past down cycles and shocks to continue on a steady upward trend. With a versatile, narrow-body fleet and a broad customer base, GATX is well positioned in the current environment. Worldwide Air Travel REVENUE PASSENGER MILES IN BILLIONS 303 70 441 75 675 80 Source: International Civil Aviation Organization * Estimated 2,119 1,992 1,537 1,201 858 85 90 95 00 01* GATX Air Fleet Composition – owned TYPE GATX Air Fleet Regional Mix – owned LESSEE’S HOME COUNTRY GATX Asset Mix – consolidated 11% other 2% A300/A310 4% MD-80/DC-9 12% B-757 44% A320/A321/A318/A330 27% B-737 11% other 12% South America 13% Asia 22% North America 42% Europe Utilized fleet 18% air Based on net book value Based on net book value 9 Thirty-five years ago, when the aircraft leasing industry was in its infancy, GATX made its first aircraft investment. From this small initial venture, we have built one of the largest commercial aircraft operating lease fleets in the world.Today, GATX has an ownership interest in over 170 aircraft. In addition to our own fleet, we leverage our asset and industry knowledge by managing a portfolio of 130 aircraft for third parties. GATX Air’s owned portfolio of aircraft is one of the most attractive in the leasing industry. Following the airline industry downturn in the early 1990s, we reshaped our portfolio to focus primarily on newer, narrow-body aircraft.These aircraft have experienced steady demand and relatively high utilization through down cycles because they are more cost-efficient to operate and there is a deep pool of carriers around the world that have built their operations around this class of aircraft. The strategy of focusing on narrow-body aircraft is proving to be sound, particularly in the wake of September 11. With air traffic dropping dramatically in the fourth quarter of 2001, air carriers moved aggressively to idle older aircraft and wide-body aircraft. We were largely unaffected by this shift, and today our owned fleet remains nearly 100% utilized.This is a testament to our high-quality fleet, and confirmation that our customer base is diversified across various regions of the world. In the year ahead, our focus will be on completing placements of our new aircraft deliveries. With 14 of the scheduled 16 new deliveries assigned to carriers as of February 2002, we are in solid shape. We are benefiting from a relatively light near-term renewal schedule, with GATX responsible for renewal of only seven owned aircraft in 2002. We will move aggressively to keep these aircraft in service. Finally, as the year progresses, we may selectively seek out aircraft investment opportunities in the secondary market. Aircraft that we purchased in the depth of the air cycle in the early 1990s were among our highest return investments in the past decade, and this pattern may repeat itself. While near-term challenges in the air industry remain formidable, we have the right assets and the right team to manage through this period and prosper in the years ahead. QUALITY AIR ASSETS Third-largest aircraft operating lessor worldwide Experienced team Versatile asset base 10 Information technology is one of the LARGEST SECTORS of the equipment leasing industry. GATX is focused on expanding its presence in this market by providing its diverse customer base with equipment leasing options and support services tailored to meet their critical IT needs. 2001 Industrywide IT Spending $780 BILLION $240 billion leased $540 billion purchased U.S. Data, estimated Source: Equipment Leasing Association, National Association of Business Economists GATX Technology – equipment mix GATX Technology – customer mix TOP 50 CUSTOMERS BY INDUSTRY GATX Asset Mix – consolidated 24% other technology 3% mainframe 11% communications 21% midrange 41% PC/client server 26% other 7% manufacturing 9% business services 15% retail 14% services 12% banking/finance 17% data processing 12% technology 11 TECHNOLOGY CUSTOMER SERVICE Leading independent IT lessor Strong customer relationships Broad service capabilities GATX Technology is one of the largest independent lessors of information technology equipment in North America. Since entering this market in the mid-1980s, we have built a diverse portfolio of customers and equipment that serves the fastest growing sector of the equipment leasing industry. GATX Technology combines equipment leasing with life cycle asset management – essentially assisting customers with their ongoing IT needs over long periods of time. Services, which demand continuous customer interaction, include equipment selection and procurement, tailored lease structures, equipment upgrades and replacement, and asset remarketing. Our success is predicated on conservative equipment value assumptions and a thorough understanding of our customers’ business, equipment needs, and financing objectives. GATX Technology maintains strong relationships with a broad spectrum of equipment manufacturers. At the same time, since we are not tied to any particular manufacturer or vendor, we can provide unbiased recommendations to our customers, designed to meet their unique equipment needs.This approach also gives us flexibility when addressing changing customer needs such as expansion and redesign of network infrastructures. During 2001, many U.S. companies scaled back their IT purchasing activity, consistent with the weak economic outlook. While our new IT investment volume decreased, this slowdown in new spending led to a tendency for customers to hold existing equipment longer, resulting in strong income and returns in our IT leasing business. During the past year, we also completed our largest IT portfolio acquisition, acquiring a $373 million lease portfolio from El Camino Resources. In addition to the financial contribution from this portfolio, which exceeded our expectations, we expanded our presence in the West Coast IT leasing market and added a number of experienced sales people. With strong returns in our base business and the excellent performance of this new portfolio, GATX Technology enjoyed record financial performance in 2001. Our experience indicates that during periods of lower new IT spending, those who are committed to the IT leasing market, such as GATX, can strengthen and expand customer relationships. We believe we were very successful in this area in 2001. While the timing of a rebound in IT spending is uncertain, it is also inevitable. Companies cannot effectively compete unless they invest in and upgrade their IT infrastructures, a process that cannot be put off indefinitely. As IT spending strengthens, GATX Technology will capitalize on excellent customer relationships, an experienced sales force, and a leading market position. 12 Although 2001 was a volatile year, North American venture capital investment approached $40 billion, the THIRD-HIGHEST YEAR on record. GATX draws on its experience in this market to provide secured lease and loan financing to targeted customers, providing attractive spread income and upside potential in the form of warrant income. GATX Ventures Warrant Income MILLIONS OF DOLLARS 52.3 38.7 14.7 1.1 97 2.4 98 99 00 01 Industrywide Venture Capital Investment BILLIONS OF DOLLARS 103.8 59.2 37.6 5.2 5.0 5.4 5.6 22.6 17.2 11.3 92 93 94 95 96 97 98 99 00 01 Source: North American Venture Capital Association, North America only GATX Ventures Customer Mix BY INDUSTRY GATX Asset Mix – consolidated 18% other 11% business services 14% other high-tech 21% network equipment 5% venture 19% pharmaceutical/medical/ life sciences 17% software/ASP 13 GATX Ventures is one of the most experienced participants in the venture leasing and finance market – a highly specialized, high- return niche within the equipment leasing industry. In 2001, GATX managed two separate venture- related portfolios: Telecommunications, in which GATX ceased new investment and took steps to exit; and, through GATX Ventures, a traditional venture lease and finance business with a widely diversified portfolio. GATX’s future venture-related activity, and the subject of this report, will focus on GATX Ventures. GATX Ventures provides secured lease and loan financing to early-stage, venture capital-backed companies.The financing is secured by specific equipment and/or a blanket lien on the customer’s intellectual property. GATX entered this market in the mid-1980s, and over time we have established a strong coast- to-coast presence in the United States, as well as in Canada and Europe. Our venture leasing and finance business is driven by several factors. GATX has long-standing relationships with leading venture capital firms, a critical source for new transactions. Importantly, we have a highly diversified portfolio built on a disciplined investment approach that limits exposure to an average of $2.0 million per customer. Established market position Depth of experience Diversified customer base EXPERI ENCEVENTURE After a robust period in 1999-2000, GATX saw conditions in the venture capital industry deteriorate in 2001. A weak economic environment and downward trends across all stock indices dampened new venture investment.The market for initial public offerings, a key source of capital for early-stage companies, was essentially closed. We experienced weakness in our portfolio and recognized a correspondingly higher level of charge-offs and loss provisions. However, this turbulent time also improved the competitive landscape as certain competitors exited the venture leasing and finance market. As a result, our most recent investments were completed on very attractive terms, thereby laying the foundation for substantial upside in the coming years. Based on over 15 years of experience in the venture leasing and finance market, our confidence in the long-term fundamentals in this market remains strong. With prudent management of our existing base business, and selective expansion through new investments, we are well positioned for the future. 14 In addition to identifying and pursuing new asset financing opportunities, Specialty Finance is one of the KEY CONTRIBUTORS to GATX’s asset remarketing income. Remarketing income is generated from GATX’s owned assets and, in the form of residual sharing fees, from managed assets sold on behalf of third parties. GATX Remarketing Income MILLIONS OF DOLLARS 92.4 83.2 99.0 75.5 57.2 44.7 42.5 53.3 23.9 24.3 92 93 94 95 96 97 98 99 00 01 Realized Gain on Remarketing of Leased Equipment Residual Sharing Fees GATX Specialty Portfolio Composition – owned assets Managed Portfolio Composition $1.1 BILLION GATX Asset Mix – consolidated 14% specialty 15 GATX Specialty Finance fills two critical roles. This group identifies and develops opportunities in new asset financing markets for GATX and provides asset management services for third parties. Although GATX’s primary focus is on our core rail, air, technology, and venture platforms, Specialty Finance selectively pursues investments in markets that have the potential to develop into stand-alone business units in the future.Two of GATX’s core businesses, technology leasing and venture leasing and finance, have their origin in Specialty Finance. In analyzing potential investments in the specialty area, our focus is long-term. If we believe that over time we can establish and maintain a competitive advantage in a growing market, we will pursue the opportunity. Often we will coinvest with knowledgeable partners as a means of diversifying risk or gaining access to a specific market. In addition to identifying and pursuing new investment ideas, Specialty Finance manages a $1.1 billion portfolio of assets for third-party clients.The majority of these managed assets are in markets in which GATX has a high level of expertise, such as rail and air. With no direct investment in these managed assets, our income is derived from management fees and sharing of gains when assets are sold out of the portfolio.This gain sharing creates a win-win situation for GATX and its clients. In the past 10 years alone, we have generated fees in excess of $100 million related to remarketing assets on behalf of our clients. In 2001, certain sectors within our owned specialty portfolio weakened. In particular, our customers in the steel industry faced difficult conditions in their end markets and equipment that we financed declined in value. We increased loss provisions and wrote down assets as appropriate, steps that were necessary but which suppressed 2001 earnings. As we move into 2002, Specialty Finance will continue pursuing asset financing opportunities that offer attractive growth prospects and enable us to utilize our asset knowledge, structuring expertise, and secondary market experience. Working with the corporate finance group, Specialty Finance also will lend support across GATX as the company pursues portfolio acquisitions in its core markets. And lastly, with regard to our third-party managed portfolio, Specialty Finance will continue seeking new asset management opportunities while providing existing clients with efficient service, insightful guidance, and unmatched asset remarketing execution. Identifying new growth markets Structuring expertise Third-party asset management OPPORT UNITY SPECIALTY 16 DEFINITIONS Allowance for Possible Losses The allowance for possible losses provides for potential credit and collateral losses. Management sets the allowance by assessing overall risks and total probable losses in the portfolio, and by reviewing the Company’s historical loss experience. Discontinued Operations Discontinued operations encompasses the former GATX Integrated Solutions Group and comprises GATX Terminals Corporation (Terminals), GATX Logistics, Inc. (Logistics), and minor business development efforts. GATX sold the Logistics business in 2000 and substantially completed divestiture of the Terminals business in 2001. Financial Services A GFC operating segment encompassing the Air,Technology,Venture, and Specialty units. Financial Services Investments Financial Services’ reservable assets, operating lease assets, and other investments, including off balance sheet assets.This excludes Financial Services’ Great Lakes shipping operation. Gain on Sale of Securities See Warrant Income. GATX Financial Corporation (GFC) GFC is a wholly owned subsidiary of GATX Corporation encompassing the Rail, Air, Technology,Venture and Specialty business units. Investments in Affiliated Companies GATX has investments in 20% – 50% owned companies and joint ventures and other investments in which GATX does not have effective or voting control.These investments are accounted for using the equity method.These domestic and foreign investments are in businesses similar to those of GATX’s principal subsidiaries. Non-performing Investments Leases, loans, and other investments of Financial Services under which the customer has ceased lease, principal, or interest payments. Non-recourse Debt In the event of default, the lender of non-recourse debt may only look to the collateral for repayment. The Company’s non-recourse debt is primarily collateralized by assigned lease cash flow and a security interest in the underlying leased asset. Off Balance Sheet Assets and Obligations GATX finances certain assets, principally railcars, under operating leases. In accordance with accounting standards, these assets and related liabilities are not included on GATX’s balance sheet. In calculating its financial leverage, GATX includes operating lease liabilities in cases in which it is the obligor under these financings. Operating Lease Expense Financing cost related to assets, including certain railcars and aircraft, that GATX has financed with long-term sale-leasebacks. Portfolio Investments Portfolio investments consist of capital expenditures for investments in income-producing assets.The majority of investment is for rail, air, and technology assets, with lesser amounts for venture and specialty assets. Portfolio Proceeds Portfolio proceeds consist of cash received from the remarketing of leased equipment, capital lease and loan principal receipts, warrant sales, and the return of capital distributions from joint-venture investments. Progress Payments Progress payments represent amounts paid, including capitalized interest, toward construction of aircraft and other equipment. Provision for Possible Losses The provision for possible losses is derived from GATX’s estimate of losses on reservable assets based on a review of credit, collateral and market risks. Realized Gain on Remarketing of Leased Equipment Includes gains from the sale of assets from the Company’s own portfolio. These gains tend not to occur evenly between periods. Reservable Assets Gross receivables, loans, and finance leases for which GATX can record loss reserves. Operating lease assets, as dictated by accounting standards, are not reservable. Residual Sharing Fees Acting in its capacity as asset manager, GATX earns fees in the event that it sells an asset for a third-party owner for an amount above a predetermined level. Restricted Cash Cash held in relation to specific transactions or financings that is restricted from general corporate use. Share of Affiliates’ Earnings This represents GATX’s pro rata share of pre-tax earnings from investments in affiliated companies. See Investments in Affiliated Companies. Warrant Income Warrant income includes gain on the sale of stock derived from warrants received as part of financing and leasing transactions with nonpublic start-up companies. 17 GATX Corporation and Subsidiaries Consolidated Statements of Income IN MILLIONS, EXCEPT PER SHARE DATA / YEAR ENDED DECEMBER 31 Gross income revenues share of affiliates’ earnings total gross income Ownership costs depreciation and amortization interest, net operating lease expense total ownership costs Other costs and expenses operating expenses selling, general and administrative provision for possible losses asset impairment charges provision (reversal) for litigation charges reduction in workforce charges fair value adjustments for derivatives total other costs and expenses income from continuing operations before income taxes income tax (benefit) provision income from continuing operations Discontinued operations operating results, net of taxes gain on sale of portion of segment, net of taxes total discontinued operations net income Per share data basic: income from continuing operations income from discontinued operations total average number of common shares (IN THOUSANDS) diluted: income from continuing operations income from discontinued operations total average number of common shares and common share equivalents (IN THOUSANDS) dividends declared per common share 2001 $1,488.6 32.8 1,521.4 2000 $1,311.8 78.1 1,389.9 1999 $1,195.0 63.6 1,258.6 415.9 249.9 194.8 860.6 241.1 229.7 98.4 85.2 (13.1) 13.4 0.5 655.2 5.6 (1.9) 7.5 1.5 163.9 165.4 333.9 242.6 178.7 755.2 188.8 209.2 17.7 5.0 160.5 – – 581.2 53.5 22.7 30.8 27.4 8.4 35.8 254.6 179.9 153.0 587.5 247.6 203.4 11.0 – – – – 462.0 209.1 82.8 126.3 25.0 – 25.0 $ 172.9 $ 66.6 $ 151.3 $ $ $ $ 0.15 3.41 3.56 48,512 0.15 3.36 3.51 $ $ $ $ 0.64 0.75 1.39 47,880 0.63 0.74 1.37 $ $ $ $ 2.56 0.51 3.07 49,296 2.51 0.50 3.01 49,202 48,753 50,301 $ 1.24 $ 1.20 $ 1.10 THE FINANCIAL INFORMATION PRESENTED IN THIS SUMMARY ANNUAL REPORT SHOULD BE REVIEWED IN CONJUNCTION WITH THE GATX CORPORATION 10-K ON FILE WITH THE SECURITIES AND EXCHANGE COMMISSION.THIS DOCUMENT IS AVAILABLE AT WWW.GATX.COM OR BY CALLING THE INVESTOR RELATIONS CONTACTS LISTED ON THE INSIDE BACK COVER OF THIS REPORT. 18 GATX Corporation and Subsidiaries Consolidated Balance Sheets IN MILLIONS / DECEMBER 31 Assets cash and cash equivalents restricted cash receivables rent and other receivables finance leases secured loans less: allowance for possible losses operating lease assets, facilities and other railcars and service facilities operating lease investments and other less: allowance for depreciation progress payments for aircraft and other equipment investments in affiliated companies other assets net assets of discontinued operations Liabilities, deferred items and shareholders’ equity accounts payable accrued expenses debt short-term long-term: recourse non-recourse capital lease obligations deferred income taxes other deferred items total liabilities and deferred items Shareholders’ equity preferred stock common stock additional capital reinvested earnings accumulated other comprehensive loss less: cost of common shares in treasury total shareholders’ equity $ 2001 222.9 124.4 2000 $ 158.0 15.6 144.2 868.3 557.4 (94.2) 124.9 878.3 538.0 (95.2) 1,475.7 1,446.0 2,958.2 1,794.0 (2,028.3) 2,723.9 260.0 2,983.9 953.0 349.8 – 2,949.9 1,488.7 (1,779.4) 2,659.2 11.5 2,670.7 967.9 374.6 630.9 $ 6,109.7 $ 6,263.7 $ 293.6 36.8 $ 317.3 127.4 328.5 557.2 2,897.3 728.2 163.0 4,117.0 464.5 316.0 5,227.9 – 35.4 384.7 664.9 (74.1) 1,010.9 (129.1) 881.8 3,093.9 494.2 164.2 4,309.5 410.8 309.2 5,474.2 – 35.0 366.1 552.2 (34.4) 918.9 (129.4) 789.5 $ 6,109.7 $ 6,263.7 19 2001 7.5 $ 2000 1999 $ 30.8 $ 126.3 GATX Corporation and Subsidiaries Consolidated Statements of Cash Flows IN MILLIONS / YEAR ENDED DECEMBER 31 Operating activities income from continuing operations adjustments to reconcile income from continuing operations to net cash provided by continuing operations: realized gains on remarketing of leased equipment gain on sales of securities depreciation and amortization provision for possible losses asset impairment charges deferred income taxes provision (reversal) for litigation charges payments related to litigation settlement other, including working capital net cash provided by continuing operations Investing activities additions to equipment on lease, net of non-recourse financing for leveraged leases additions to operating lease assets and facilities secured loans extended investments in affiliated companies progress payments other investments portfolio investments and capital additions portfolio proceeds proceeds from other asset sales (79.9) (38.7) 415.9 98.4 85.2 126.9 (13.1) (141.0) (105.5) 355.7 (672.2) (168.8) (305.5) (249.4) (300.1) (98.2) (1,794.2) 1,031.4 207.1 net cash used in investing activities of continuing operations (555.7) Financing activities proceeds from issuance of long-term debt repayment of long-term debt net (decrease) increase in short-term debt repayment of capital lease obligations issuance (repurchase) of common stock and other cash dividends net cash (used in) provided by financing activities of continuing operations net transfers (to) from discontinued operations net (decrease) increase in cash and cash equivalents from continuing operations proceeds from sale of portion of segment taxes paid on gain from sale of segment 790.3 (1,018.2) (228.7) (1.2) 19.3 (60.2) (498.7) (30.7) (729.4) 1,185.0 (281.9) 173.7 (53.4) (52.3) 333.9 17.7 5.0 26.8 160.5 (6.0) (65.2) 397.8 (700.8) (394.5) (436.1) (244.4) (123.4) (29.2) (1,928.4) 627.8 304.3 (996.3) 1,587.4 (1,072.2) 180.2 (15.7) (20.1) (57.4) 602.2 10.7 14.4 74.7 – 89.1 (60.1) (14.7) 254.6 11.0 – 53.0 – – (97.0) 273.1 (697.0) (366.4) (268.8) (168.0) (105.1) (0.7) (1,606.0) 517.7 208.7 (879.6) 981.5 (351.6) 95.6 (16.3) (27.3) (54.3) 627.6 (19.6) 1.5 – – 1.5 6.5 8.0 net (decrease) increase in cash and cash equivalents from discontinued operations (12.3) (5.5) net increase in cash and cash equivalents $ 161.4 $ 83.6 $ 20 GATX Corporation and Subsidiaries Supplemental Financial Data (UNAUDITED) IN MILLIONS, EXCEPT PER SHARE DATA Five-year income summary revenues share of affiliates’ earnings gross income ownership costs operating costs income from continuing operations income (loss) from discontinued operations net income (loss) non-comparable adjustments (after-tax) 860.6 241.1 7.5 165.4 172.9 net gain on sale of terminals one-time tax benefit/other tax telecommunication-related charges air-related charges railcar repair center closing/other reduction in workforce charges airlog litigation (recovery) settlement logistics and terminals write-down (159.3) (2.0) 64.6 13.3 16.2 8.5 (4.5) – income, excluding non-comparable items 109.7 diluted income (loss) per share diluted income per share, excluding non-comparable items dividend declared per share of common stock $ $ $ 3.51 2.23 1.24 Assets and capital structure owned assets – continuing operations 2001 $1,488.6 32.8 $1,521.4 2000 $1,311.8 78.1 $1,389.9 1999 $1,195.0 63.6 $1,258.6 1998 $1,215.1 48.5 $1,263.6 1997 $1,168.1 28.9 $1,197.0 587.5 247.6 536.3 327.0 477.9 354.0 126.3 114.2 102.6 17.7 (153.5) 131.9 (50.9) CAPITALIZATION, SINCE GATX 755.2 188.8 30.8 35.8 66.6 – – – – – – 97.6 – 164.2 1.37 3.37 1.20 $ $ $ 25.0 151.3 – – – – – – – – 151.3 3.01 3.01 1.10 $ $ $ – – – – – – – – 131.9 – – – – – – – 162.8 111.9 $ $ $ 2.62 $ (1.28) 2.62 1.00 $ $ 2.25 0.92 (A) GATX UTILIZES A MIX OF FINANCING SOURCES TO GROW ITS ASSET BASE. FOR EXAMPLE, GATX’S RAILCAR FLEET IS PARTLY FINANCED THROUGH THE USE OF LONG-TERM OPERATING LEASES. GATX IS THE LESSEE IN THESE CASES, AND ACCOUNTING STANDARDS DICTATE THAT THESE ASSETS REMAIN OFF BALANCE SHEET. GATX ADDS THESE ASSETS (AND RELATED LIABILITIES: SEE BELOW) INTO ITS CONTROLS THE ASSET AND HAS A PURCHASE OPTION AT THE END OF THE LEASE TERM. (B) ON BALANCE SHEET NON- RECOURSE DEBT IS RELATED PRIMARILY TO GATX’S INFORMATION TECHNOLOGY LEASING BUSINESS. THE STRONG CREDIT QUALITY OF THE UNDERLYING CUSTOMER BASE IN THIS BUSINESS ALLOWS GATX TO FINANCE A PORTION OF THE BUSINESS USING NON-RECOURSE DEBT THAT IS SECURED BY THE ASSET AND LEASE RENTAL STREAM. (C) OFF BALANCE SHEET DEBT PRIMARILY REFLECTS OPERATING LEASE FINANCING RELATED TO GATX’S RAILCAR FLEET. THE DEBT REPRESENTS THE PRESENT VALUE OF FUTURE LEASE PAYMENTS. CERTAIN OF THESE LEASE PAYMENTS HAVE BEEN GUARANTEED BY GFC, AND ARE CLASSIFIED AS RECOURSE. OTHER LEASE PAYMENTS HAVE NOT BEEN GUARANTEED BY GFC, AND ARE THEREFORE CLASSIFIED AS NON-RECOURSE. (D) RECOURSE LEVERAGE IS CALCULATED USING A RECOURSE DEBT/EQUITY METHODOLOGY: (NET SHORT-TERM DEBT PLUS LONG-TERM RECOURSE OBLIGATIONS)/SHAREHOLDERS’ EQUITY PLUS ALLOWANCE FOR POSSIBLE LOSSES. on balance sheet off balance sheet(A) total owned assets capital structure debt short-term debt, net of unrestricted cash long-term debt: on balance sheet recourse non-recourse(B) off balance sheet(C) recourse non-recourse capital lease obligations $6,109.7 1,606.7 $7,716.4 $5,632.8 1,573.8 $7,206.6 $4,726.9 1,386.1 $6,113.0 $3,920.0 1,294.0 $5,214.0 $3,941.0 1,135.4 $5,076.4 $ 105.6 $ 399.2 $ 307.2 $ 228.6 $ 304.9 2,897.3 728.2 1,183.2 423.5 163.0 3,093.9 494.2 1,164.8 409.0 164.2 2,685.2 418.8 2,068.5 401.9 2,109.2 353.2 954.0 432.1 176.2 981.8 312.2 192.7 998.9 136.5 211.7 total debt obligations $5,500.8 $5,725.3 $4,973.5 $4,185.7 $4,114.4 shareholders’ equity recourse leverage(D) 881.8 4.5 789.5 5.5 836.0 4.3 732.9 4.0 655.4 4.6 21 GATX Corporation and Subsidiaries Supplemental Financial Data (UNAUDITED) IN MILLIONS Business unit information – 2001 revenues share of affiliates’ earnings gross income assets investment in affiliates total assets (including off balance sheet) RAIL $ 668.7 7.4 676.1 3,613.9 200.6 $ Air(E) 88.4 33.1 121.5 887.2 523.5 FINANCIAL SERVICES Venture(E) Technology CORPORATE Specialty AND OTHER $ 409.0 2.4 $ 82.8 (32.0) $ 236.9 21.9 411.4 913.3 14.1 50.8 337.2 8.9 258.8 862.2 205.9 $ 2.8 – 2.8 149.6 – TOTAL $1,488.6 32.8 1,521.4 6,763.4 953.0 $3,814.5 $1,410.7 $ 927.4 $346.1 $1,068.1 $149.6 $7,716.4 Investment and capital expenditures rail air technology venture specialty other 2001 $ 370.1 577.1 431.3 259.4 147.8 8.5 2000 $ 482.7 288.3 397.7 339.9 412.3 7.5 1999 $ 489.2 294.3 494.6 116.0 208.4 3.5 1998 $ 498.8 229.7 328.0 48.0 136.1 (4.9) 1997 $ 546.2 113.9 286.4 38.7 214.3 3.9 (E) AIR’S SHARE OF AFFILIATE INCOME INCLUDES $9.3 MILLION OF PRE-TAX CHARGES RELATED TO AIR ASSET IMPAIRMENTS. VENTURE’S SHARE OF AFFILIATES’ INCOME INCLUDES $35.6 MILLION OF PRE-TAX CHARGES RELATED TO TELECOMMUNICATION INVESTMENTS. total investment and capital expenditures $1,794.2 $1,928.4 $1,606.0 $1,235.7 $1,203.4 Credit statistics total assets, excluding cash reservable assets Financial Services investments allowance for losses allowance as a percentage of reservable assets 2001 $7,369.1 1,569.9 2,839.7 2000 $7,033.0 1,541.2 2,629.7 1999 $6,028.5 1,106.7 2,008.6 1998 $5,132.3 1,019.4 1,474.4 1997 $5,005.8 1,177.9 1,339.9 6.094.2 95.2 113.5 133.6 126.6 6.0% 6.2666.2% 10.3% 13.1% 10.7%. net charge-offs and asset impairments and write-downs 207.2 41.6 31.1 net charge-offs/impairments/write-downs as a percentage of average total assets 2.9% 0.6% 0.6% 3.4 0.1% 3.9 0.1% non-performing investments non-performing investments as a percentage of Financial Services investments 96.4 78.4 62.2 26.5 50.3 3.4% 3.0% 3.1% 1.8% 3.8% GATX Corporation stock performance (DOLLARS PER SHARE) First Quarter Second Quarter Third Quarter Fourth Quarter 2001 HIGH $49.94 43.05 43.55 33.75 2001 LOW $40.50 36.40 29.80 23.65 2000 HIGH $40.25 38.75 45.19 50.50 2000 LOW $28.38 33.13 34.13 36.31 22 GATX Corporation and Subsidiaries Supplemental Financial Data (UNAUDITED) GATX Investment in Affiliates Composition Z GATX Corporation has a long history of partnering with leading financial institutions and operating companies. This coinvestment/partnering strategy enables GATX to increase scale in markets where this is critical, diversify within an asset class, and enter new markets with experienced partners. 2% other 22% specialty 21% rail Total Investment in Affiliates – $953 million GATX Corporation’s 10-K filings with the Securities and Exchange Commission include information on Investment in Affiliates, including consolidated income statement and balance sheet items presented as if GATX Corporation owned 100% of these affiliates. Information presented in this annual report provides additional affiliate disclosure in the form of major affiliate investments and a proportional consolidation. 55% air At December 31, 2001, GATX’s proportional “share” of debt at the affiliate level amounted to $1.8 billion. Only $131 million of this debt is guaranteed by GATX.The remaining $1.7 billion is non-recourse to GATX, and in most cases, is also non-recourse to the affiliate.This non-recourse debt is typically secured only by the assets and/or cash flow within the affiliate. The non-recourse nature of this debt means that the practical investment risk to GATX is typically limited to GATX’s equity investment in the affiliate. In the event an affiliate becomes unable to meet its debt service, GATX would analyze the situation to determine if the shortfall is temporary and if its investment value would be maximized through temporary financial support from GATX.This is always a business decision on GATX’s part – not an obligation. The 10 largest coinvestment/partnerships account for over 70% of GATX’s total investment in affiliates. Details of the top 10 are provided below: IN MILLIONS Name Cooperative Association PBG Capital Partners GATX’s Share of Debt in Affiliate GATX’s GATX’s stake Sector investment in affiliate Underlying asset/operation Recourse Non-recourse to GATX to GATX air $ 115.0 30% 16 A320 aircraft $ – $ 3.7 Coinvestors/partners five major financial institutions specialty 96.9 55.6% Pembroke Group air 74.8 50% – – 158.4 Pitney Bowes Credit Corp. 421.6 Rolls-Royce Plc primarily rail and air assets Dublin-based aircraft leasing operation own/manage over 100 aircraft GATX 737-800 Partners air 66.7 25.1% 10 B737-800 aircraft 5.6 22.7 four major financial institutions Alpha Partnerships air 65.3 50% aircraft engines AAE Cargo rail 63.8 37.5% represents GATX’s investment in European freight car lessor (14,000 cars) Javelin Leasing Limited Locomotive Leasing Partners KVG air rail rail 63.5 50% 6 A320 aircraft 62.0 50% 50.9 49.5% locomotive leasing operation represents GATX’s investment in European tank car lessor (9,000 cars) – – – – – 465.7 Rolls-Royce Plc 209.5 Ahaus Alstatter Eisenbahn (AAE) AG – – one major aircraft lessor General Motors Electro-Motive Division 30.6 KVG Kesselwagen GATX 737-800 Partners III air 36.6 26% 5 B737-800 aircraft 3.8 17.3 one major aircraft lessor and three major financial institutions total top 10 total investment in affiliates top 10 as a percentage of total $695.5 $ 953.0 73% $9.4 $1,329.5 23 GATX Corporation and Subsidiaries Supplemental Financial Data (UNAUDITED) IN MILLIONS Investment in affiliated companies by sector 2001 2000 1999 1998 1997 Air Rail Specialty Other Total Pre-tax share of affiliates’ earnings by sector Air(A) Rail Specialty Other(A) Total $523.5 200.6 205.9 23.0 $953.0 $ 33.1 7.4 21.9 (29.6) $ 32.8 $512.4 205.9 184.0 65.6 $967.9 $ 34.6 20.6 15.8 7.1 $ 78.1 $395.0 207.9 137.6 35.1 $775.6 $ 25.3 22.5 14.1 1.7 $ 63.6 $339.3 141.7 125.6 44.9 $651.5 $ 18.2 17.0 14.7 (1.4) $ 48.5 $248.5 140.1 180.7 40.1 $609.4 $ 14.4 14.0 0.9 (0.4) $ 28.9 Investment in Affiliates – Proportional Consolidation The following financial statements represent a proportional consolidation of summary income and balance sheet data.The statements reflect the impact of adding GATX’s proportional share of affiliates’ income statement and balance sheet items to the GATX Consolidated statements. Income summary revenues share of affiliates’ earnings total gross income total ownership costs total other costs and expenses income before income taxes income tax benefit(B) net income (loss) GATX 2001 $1,488.6 32.8 1,521.4 860.6 655.2 5.6 (1.9) 7.5 $ Air $ 190.4 – 190.4 127.4 29.9 33.1 – $ 33.1 Balance sheet assets cash and cash equivalents receivables/leases/loans less: allowance for possible losses operating lease assets, facilities, and other, net progress payments and other assets investments in affiliated companies $ 347.3 1,569.9 (94.2) 1,475.7 2,723.9 609.8 953.0 $6,109.7 $ 36.5 35.4 (0.1) 35.3 1,453.0 166.9 – $1,691.7 GATX’s proportional share of affiliate items Rail $ 75.6 – 75.6 52.7 15.5 7.4 – $ 7.4 $ 26.6 67.5 (0.3) 67.2 361.2 35.4 – $490.4 Specialty $ 45.1 – 45.1 15.5 7.7 21.9 – $ 21.9 $ Other(A) Adjustment – $ 61.1 (32.8) – (32.8) 61.1 – 48.1 – 42.6 (32.8) (29.6) – – $ (32.8) $ (29.6) $ 30.6 324.8 (1.0) 323.8 8.8 215.3 – $578.5 $ 0.8 22.2 (17.1) 5.1 86.9 15.2 – $108.0 $ – – – – 55.3 31.5 (953.0) $(866.2) liabilities, deferred items and shareholders’ equity accounts payable and accrued expenses $ 330.4 debt $ 14.1 $ 6.6 $ 6.8 $ 3.3 $ 328.5 – – – – – – short-term long-term: recourse to GATX non-recourse capital lease obligations deferred items, including income taxes total shareholders’ equity 2,897.3 728.2 163.0 4,117.0 780.5 881.8 $6,109.7 15.0 1,067.3 – 1,082.3 114.1 481.2 $1,691.7 – 338.0 – 338.0 11.3 134.5 $490.4 47.0 288.3 – 335.3 4.2 232.2 $578.5 69.1 1.5 0.5 71.1 10.0 23.6 $108.0 – – – – 5.3 (871.5) $(866.2) GATX 2001 proportional consolidation $1,860.8 – 1,860.8 1,104.3 750.9 5.6 (1.9) $ 7.5 $ 441.8 2,019.8 (112.7) 1,907.1 4,689.1 1,074.1 – $8,112.1 $ 361.2 328.5 3,028.4 2,423.3 163.5 5,943.7 925.4 881.8 $8,112.1 (A) IN 2001, AIR INCORPORATES $9.3 MILLION OF PRE-TAX CHARGES RELATED TO AIR ASSET IMPAIRMENTS. OTHER INCLUDES TECHNOLOGY AND VENTURE AND IN 2001 INCORPORATES $35.6 MILLION OF PRE-TAX CHARGES AND PROVISIONS RELATED TO TELECOMMUNICATION INVESTMENTS REPORTED WITHIN VENTURE. (B) GATX 2001 INCOME TAX BENEFIT INCLUDES INCOME TAXES ATTRIBUTABLE TO GATX’S SHARE OF AFFILIATES’ EARNINGS. 24 DIRECTORS AND OFFICERS GATX Board of Directors GATX Officers Ronald H. Zech Chairman, President and Chief Executive Officer Brian A. Kenney Vice President and Chief Financial Officer Ronald J. Ciancio Vice President, General Counsel and Secretary Clifford J. Porzenheim Vice President, Corporate Strategy Gail L. Duddy Vice President, Human Resources William M. Muckian Vice President, Controller and Chief Accounting Officer William J. Hasek Vice President,Treasurer Robert C. Lyons Vice President, Investor Relations Rod F. Dammeyer 2,4 President, CAC, llc James M. Denny 2,3 Retired; Former Managing Director, William Blair Capital Partners, LLC Richard Fairbanks 1,3 Counselor, Center for Strategic & International Studies William C. Foote 1,3 Chairman, President and Chief Executive Officer, USG Corporation Deborah M. Fretz 1,4 President and CEO Sunoco Logistics Partners, LP Miles L. Marsh 2,3 Former Chairman and Chief Executive Officer, Fort James Corporation Michael E. Murphy 2,4 Retired; Former Vice Chairman and Chief Administrative Officer, Sara Lee Corporation John W. Rogers, Jr. 1,4 Chairman and Chief Executive Officer, Ariel Capital Management, Inc. Ronald H. Zech Chairman, President and Chief Executive Officer GATX Corporation 1 MEMBER, AUDIT COMMITTEE 2 MEMBER, COMPENSATION COMMITTEE 3 MEMBER, NOMINATING COMMITTEE 4 MEMBER, RETIREMENT FUNDS REVIEW COMMITTEE CORPORATE INFORMATION Annual Meeting Friday, April 26, 2002, 9:00 a.m., Central Time Northern Trust Company Assembly Room, Sixth Floor 50 South LaSalle Street Chicago, Illinois 60675 Financial information and press releases A copy of the company’s Annual Report on Form 10-K for 2001 and selected other information are available without charge. Corporate information and press releases may be found at http://www.gatx.com. A variety of current and historical finan- cial information, press releases and photographs are available at this site. Inquiries Inquiries regarding dividend checks, the dividend reinvestment plan, stock certificates, replacement of lost certificates, address changes, account consolidation, transfer procedures and year end tax information should be addressed to GATX Corporation’s Transfer Agent and Registrar: Mellon Investor Services LLC Overpeck Centre 85 Challenge Road Ridgefield Park, New Jersey 07660 Telephone: (866) 767-6259 TDD for Hearing Impaired: (800) 231-5469 Foreign Shareholders: (201) 329-8660 TDD Foreign Shareholders: (201) 329-8354 Internet: http://www.melloninvestor.com Information relating to shareholder ownership, dividend payments, or share transfers: Lisa M. Ibarra, Assistant Secretary Telephone: (312) 621-6603 Fax: (312) 621-6647 E-mail: lmibarra@gatx.com GATX Corporation welcomes and encourages questions and comments from its shareholders, potential investors, financial professionals and the public at large. To better serve inter- ested parties, the following GATX personnel may be contacted by letter, telephone, e-mail and/or fax. Requests for information or brochures may be made through GATX’s website. Many GATX publications may be directly viewed or downloaded from this site. To request published financial information and financial reports, contact: GATX Corporation Investor Relations Department 500 West Monroe Street Chicago, Illinois 60661-3676 Telephone: (800) 428-8161 E-mail: ir@gatx.com Automated request line for materials: (312) 621-6300 Analysts, institutional shareholders and financial community professionals: Robert C. Lyons,Vice President, Investor Relations Telephone: (312) 621-6633 E-mail: rclyons@gatx.com Individual investors’ inquiries: Irma Dominguez, Investor Relations Coordinator Telephone: (312) 621-8799 Fax: (312) 621-6648 E-mail: irma.dominguez@gatx.com Questions regarding sales, service, lease information, or customer solutions: GATX Rail: (312) 621-6200 Financial Services: (415) 955-3200 Independent Auditors Ernst & Young LLP Forward-looking statements Certain statements within this document, including but not limited to the Chairman’s Letter and business line narrative sections on pages 6–15, may constitute forward-looking state- ments made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. These statements are identified by words such as “anticipate,” “believe,” “estimate,” “expects,” “intend,” “predict,” or “project” and similar expressions. This information may involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Although the company believes that the expectations reflected in such forward- looking statements are based on reasonable assumptions, such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. Risks and uncertainties include, but are not limited to, general economic conditions and/or the market changes resulting from the events of September 11, 2001; aircraft and railcar lease rate and utilization levels; conditions in the capital markets and the potential for a downgrade in our credit rating, either of which could have an effect on our borrowing costs or our ability to access the markets for commercial paper or secured and unsecured debt; dynamics affecting customers within the chemical, petroleum and food industries; competitors in the rail and air markets who may have access to capital at lower costs than GATX; additional potential write-downs and/or provisions within GATX’s portfolio; and general market condi- tions in the rail, air, technology, venture, and other large-ticket leasing industries. DESIGN BY ADDISON WWW.ADDISON.COM EXECUTIVE PHOTOGRAPHY BY CHARLIE WESTERMAN PRINTING BY LITHOGRAPHIX, INC. THIS ANNUAL REPORT IS PRINTED ON RECYCLED PAPER. GATX Corporation 500 West Monroe Street Chicago, Illinois 60661 Telephone (312) 621-6200 (800) 428-8161 www.gatx.com NYSE: GMT