2012
A n n u Al R e p oR t
F I N A N C I A L H I G H L I G H T S
Income per
Diluted Share
Excluding Tax Adjustments and Other Items(a)
$2.50
2.00
1.50
1.00
.50
0
$2.81
$2.01
$1.59
2010
2011
2012
Cash from Operations
and Portfolio Proceeds
Millions
$400
300
200
100
0
$370
$289
$307
$154
$244
$84
2010
2011
2012
Cash from Operations
Portfolio Proceeds
GATX Corporation (NYSE:GMT)
strives to be recognized as the
finest railcar leasing company
in the world by its customers, its
shareholders, its employees and
the communities where it operates.
Controlling one of the largest
railcar fleets in the world, GATX
has been providing quality railcars
and services to its customers
for 115 years. GATX has been
headquartered in Chicago, Illinois
since its founding in 1898 and
has traded on the New York Stock
Exchange since 1916.
Investment Volume
Millions
$800
600
400
200
0
$615
$770
$585
2010
2011
2012
Return on Equity
Excluding Tax Adjustments and Other Items(a)
12%
10%
8%
6%
4%
2%
0
11%
9%
7%
2010
2011
2012
in millions, except per share data
2010
2011
2012
Revenues
Net income
Per diluted share net income
$ 1,114.0
80.8
1.72
$
$ 1,191.4
110.8
2.35
$
$ 1,243.2
137.3
2.88
$
excluding Tax Adjustments and Other Items(a)
Net income
Per diluted share net income
$
$
74.6
1.59
$
$
95.0
2.01
$
$
133.8
2.81
(a) The items for each year noted are referred to as “Tax Adjustments and Other Items.”
- Results for 2012 included certain tax benefits and realized and unrealized losses in connection with certain
interest rate swaps at AAE Cargo AG (“”AAE””), an affiliate of Rail International.
- Results for 2011 included certain tax benefits, the fair value adjustments of the AAE interest rate swaps,
the favorable resolution of a litigation matter and an adjustment to leveraged lease income based on the
settlement of an IRS audit.
- Results for 2010 included certain tax benefits, the fair value adjustments of the AAE interest rate swaps
and the favorable resolution of a litigation matter.
GATX Corporation is comprised of four business segments: Rail North
America, Rail International, American Steamship Company and Portfolio
Management. Following is a description of the Company’s business
segments and their performance in 2012:
Asset Mix
$6.9 Billion Net Book Value
Including on and off balance sheet assets
64% RAIl NORTH AMERICA
16% RAIl INTERNATIONAl
11% PORTFOlIO MANAGEMENT
4% ASC
5% OTHER
as of 12/31/12
Worldwide Wholly-Owned
& leased-In Fleet
131,000 Railcars
59% TANk CARS
25% COVERED HOPPERS
10% OPEN HOPPERS & GONDOlAS
6% OTHER
as of 12/31/12
Rail North America
GATX is a leading full-service
railcar leasing provider in North
America, with nearly 110,000
railcars and an extensive
maintenance network of 17 service
facilities and 20 mobile repair
units. In 2012, Rail North America’s
strong financial results were driven
by exceptional demand for tank
cars. The rapid development of
new oil fields in North America has
created a growing demand for tank
cars to carry crude oil as well as
limiting the supply of tank cars that
carry refined petroleum, chemicals
and agricultural products. The tank
cars that carry these products are
the backbone of GATX’s fleet.
In an environment of record high
lease rates for many tank car
types, GATX focused its efforts
on stretching lease terms while
maintaining fleet utilization
at approximately 98 percent.
GATX has a distinct advantage
in this strong tank car market as
the Company continues to take
delivery of new railcars from an
advanced order placed in 2011. The
order provides attractively priced
railcars and guaranteed access to
new equipment in a tight market.
New cars scheduled for delivery
into 2014 already have been placed
on lease to high-quality customers.
Rail International
GATX Rail Europe (“GRE”) owns
approximately 22,000 tank
cars and has two maintenance
facilities in Europe. GATX also has
an interest in more than 24,000
freight cars in Europe through its
37.5 percent ownership of AAE
Cargo AG (“AAE”). GRE is one of
the largest tank car lessors and
AAE is one of the largest freight
car lessors in the region. In 2012,
GRE’s investment volume was a
record $198 million. GATX sees
ample opportunity to invest in
new tank cars in Europe, as aging
fleets are replaced and a more
stringent regulatory environment
makes it difficult for some smaller
tank car lessors to reinvest.
In Asia, GATX India Private Ltd.
(“GIPL”) was the first leasing
company registered under the
Indian Railways’ Wagon Leasing
Scheme. In May 2012, GATX
announced its entry into the
Indian marketplace with the
purchase of newly manufactured
rakes, each consisting of 45
container flat wagons.
TOTAl
NORTH AMERICA
INTERNATIONAl
132,700
112,976
19,724
130,903
110,870
20,033
131,821
111,389
20,432
129,997
109,070
20,927
131,391
109,551
21,840
W o r l d w i d e
W h o l ly - O w n e d
a n d L e a s e d - I n
F l e e t
140,000
120,000
100,000
80,000
60,000
40,000
20,000
0
Portfolio
Management
This segment is largely made
up of GATX’s non-rail and
non-Great Lakes assets, with
2008
2009
2010
Number of Railcars
2011
2012
American
Steamship
Company (“ASC”)
ASC is the largest U.S-flagged
vessel operator on the Great Lakes.
During 2012, ASC operated 14 of
its 18 vessels, as customer demand
for shipments of iron ore, coal and
limestone improved modestly from
2011 levels. ASC constantly strives
to operate its fleet more efficiently.
In 2012, ASC chartered a newly
built tug-barge. With a carrying
capacity of almost 34,000 tons, it is
anticipated to be the most efficient
vessel in its class.
marine assets making up the
largest portion of the portfolio.
The Rolls-Royce and Partners
Finance affiliates had continued
strong performance, posting
high utilization and solid asset
remarketing results in the spare
aircraft engine leasing space.
GATX’s inland marine assets,
consisting of approximately
540 barges and tugs that
primarily transport dry-bulk
commodities, performed well
despite market challenges. The
ocean-going marine vessels
faced mixed markets, as demand
for chemical parcel tankers
remained weak while the
multi-gas carrier market was
more stable.
ASC Commodities
Carried
29.7 Million Net Tons
IRON ORE
58%
28% COAl
12% lIMESTONE AGGREGATES
2% OTHER
2012
Portfolio
Management Assets
$797 Million Net Book Value
39% MARINE
26% AIRCRAFT ENGINE lEASING
AFFIlIATES
16% MARINE AFFIlIATES
19% OTHER
as of 12/31/12
Non-GAAP Financial Measures
For a reconciliation of non-GAAP financial measures contained
herein, refer to the Company’s Annual Report on Form 10-K that
has been included as part of this Annual Report to Shareholders.
Letter from the Chairman
GATX capitalized on unprecedented strength in the
North American tank car market in 2012, driving a
40 percent increase in earnings per share over 2011.
Our North American commercial team was tasked with
pushing railcar lease rates higher and lease terms longer, and
they delivered. Our Lease Price Index reflected a 25.6 percent
renewal rate increase in 2012, and our lease renewal term
averaged 60 months. The railcar supply agreement that we
signed in early 2011 proved to be well timed, as cars delivering
under this agreement are placed with customers out into the
fourth quarter of 2014. We made strides in our international
business in 2012 as well. We signed a sizeable, multi-year
railcar supply agreement to help our European customers
modernize their aging railcar fleets, and we secured the first
license to lease rail wagons in India, with the initial wagons
delivering as 2012 came to an end. Importantly, despite railcar
prices continuing to increase, GATX invested $770 million in
2012, which is excellent performance given our disciplined
investment philosophy.
In 2013, GATX faces a bifurcated global rail market. On the one
hand, we expect to continue taking advantage of the attractive
tank car market to increase lease rates, lengthen lease terms
and place new cars on lease. On the other hand, a number of
freight car types operate in weak markets, particularly coal
and grain cars in North America and intermodal cars in Europe.
Our strategy for these car types is to attempt to maintain
utilization at a high level and keep lease terms short in an effort
to position the fleet to capitalize on an eventual recovery in
those markets. Maintenance expense in North America should
increase substantially as GATX has more tank cars scheduled for
compliance work in 2013. Combining these factors with lower
iron ore volume to be carried at ASC and improving earnings
in Portfolio Management, the net effect is that we expect 2013
earnings per share to increase 10 percent or more from 2012.
There are two topics that warrant further discussion as we
move into 2013 and beyond.
The first is the bright future for oil production in North America,
and the resulting positive effect on rail transportation. The
development of the Bakken oil shale and the Western Canadian
oil sands has resulted in record demand for leased tank cars
to carry crude oil to refineries. Coming into this “boom,” GATX
already owned approximately 10,000 tank cars capable of
carrying crude oil. This is one of our advantages of owning
a diverse, flexible fleet. However, there is potential for this
boom to be short-lived, as eventual pipeline construction may
significantly reduce the need for crude transportation by rail.
It is clear that pipelines, once constructed, carry crude oil at
a lower cost than railcars. However, rail does offer a number
of advantages to pipelines. Rail can have a faster delivery
time to market, the ability to preserve the quality of the
crude, lower capital requirements and less time to construct
new infrastructure, and more flexibility to reach a variety
of end markets. For these reasons, it is likely that rail will be
a significant part of the long-term crude oil transportation
solution. However, as with any boom in railcar leasing, market
participants can overreact and add too much railcar capacity,
ignoring the potential for eventual changes in market
economics.
GATX will continue to approach this market with the long-term
view that is essential to successful deployment of assets that
operate for more than 30 years. First, we continue to place
our tank cars with customers who are financially strong, value
our full-service leasing capabilities, and have demonstrated a
to help handle the increased volume of cars. Realizing
continuous improvement in our maintenance network,
combined with effective peak-market commercial strategies
on our tank car fleet, is necessary for GATX to achieve record
earnings and cash flow in the coming years.
As we sit here today, we are quite excited about the future
of GATX. Personally, I am optimistic that armed with the
industry’s best employees, 115 years of experience, our
customer base, our geographical presence, and our global
brand name, GATX will achieve the vision of being recognized
as the finest railcar leasing company in the world. I am grateful
to our shareholders for enabling us to make it happen.
Brian A. Kenney
Chairman, President and Chief Executive Officer
GATX Corporation
propensity to renew our leases. Second, we are lengthening
lease terms on new tank car deliveries out to as much as 10
years or more in an effort to lock in these attractive lease rates
through any near-term market disruption. Third, and perhaps
most importantly, we continue to use the high demand
for tank cars to diversify our fleet across various industries
and customers so as not to become too concentrated in
crude service. At the end of 2012, only a little more than
1,500 tank cars placed under our North American supply
agreement have been committed to customers for use in
crude oil service, while the remaining 5,500 cars have been
committed to a diverse mix of customers in other industries.
GATX believes that this diversification both captures the
upside of today’s robust tank car demand and provides
insulation to our fleet should crude transportation by rail
decline in the future. Regardless of the ultimate outcome of
the crude transportation equation, increased production of
low-cost petroleum and natural gas in North America would
be good for GATX because it lowers the cost of producing
refined petroleum, basic chemicals and agricultural products.
The railcars that carry these products have long been the
cornerstone of GATX’s fleet.
The second topic that I want to highlight is the increased
compliance maintenance expense that GATX will experience
over the next few years on its North American tank car
fleet. Being a market leader in full-service tank car leasing
involves performing a wide variety of government- and
industry-mandated maintenance programs on our fleet.
These programs are generally periodic and based on service
time, meaning our upcoming compliance “bubble” is caused
by the age profile of our fleet and the timing of various new
regulatory programs. In 2013, the number of GATX tank cars
scheduled for at least one compliance maintenance program
will increase approximately 60 percent to almost 7,500 cars,
which could drive rail maintenance expense up 10 percent or
more. The number of tank cars scheduled for compliance work
will increase again in 2014, decrease somewhat in 2015, and
drop below 2013 levels again by the 2016-2017 timeframe.
In order to deal effectively with this compliance “bubble,” GATX
has significantly improved the efficiency of its maintenance
network over the last few years, and we have contractually
locked up capacity with our third-party maintenance providers
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Í
‘
Form 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2012
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
(State of incorporation)
36-1124040
(I.R.S. Employer Identification No.)
222 West Adams Street
Chicago, IL 60606-5314
(Address of principal executive offices, including zip code)
(312) 621-6200
(Registrant’s telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class or series
Common Stock
$2.50 Cumulative Convertible Preferred Stock, Series A
$2.50 Cumulative Convertible Preferred Stock, Series B
Name of each exchange
on which registered
New York Stock Exchange
Chicago Stock Exchange
New York Stock Exchange
Chicago Stock Exchange
New York Stock Exchange
Chicago Stock Exchange
Indicate by check mark if
Act. Yes Í
No ‘
Securities Registered Pursuant to Section 12(g) of the Act:
None
the registrant
is a well-known seasoned issuer, as defined in Rule 405 of
the Securities
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ‘
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 Í
No Í
No ‘
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein,
and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K. Í
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Inter-
active Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preced-
ing 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes Í
No ‘
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of
the Exchange Act.
Í Large accelerated filer
‘ Accelerated filer
is a shell company (as defined in Rule 12b-2 of
‘ Non-accelerated filer ‘ Smaller reporting company
the Exchange
Indicate by check mark whether
No Í
Act). Yes ‘
the registrant
The aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $1.8 billion as of June 30,
2012.
As of January 31, 2013, 47.0 million common shares were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
GATX’s definitive Proxy Statement to be filed on or about March 15, 2013
PART III
GATX CORPORATION
2012 FORM 10-K
INDEX
Part I
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mine Safety Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Part II
Item No.
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Item 7.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management’s Discussion and Analysis of Financial Condition and Results of
Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discussion of Operating Results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance Sheet Discussion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash Flow Discussion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liquidity and Capital Resources . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Critical Accounting Policies and Estimates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
New Accounting Pronouncements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-GAAP Financial Measures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 7A. Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . . . . . .
Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 8.
Changes in and Disagreements With Accountants on Accounting and Financial
Item 9.
Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 9A.
Item 9B.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Item 15.
Part III
Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . .
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certain Relationships and Related Transactions, and Director Independence . . . . . . . . . . . .
Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Part IV
Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
Page No.
3
13
20
20
20
20
21
23
24
25
41
43
45
49
51
51
53
54
100
100
102
102
102
102
103
103
103
104
105
109
Item 1.
Business
GENERAL
PART I
Headquartered in Chicago, Illinois, GATX Corporation (“GATX” or the “Company”) leases, operates,
manages and remarkets long-lived, widely-used assets, primarily in the rail and marine markets. GATX also
invests in joint ventures that complement existing business activities. In 2012, the Company modified the
composition of its reportable segments to reflect an increasing focus on international growth and related changes
in its management structure. As a result, the Company now reports financial results through four primary busi-
ness segments: Rail North America, Rail International, American Steamship Company (“ASC”) and Portfolio
Management. All segment information is presented on this basis.
The following description of GATX’s business should be read in conjunction with the information con-
tained in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in
Item 7 and the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K. For
geographic and financial information relating to each of our reportable segments, see Notes 21 and 23 to the
consolidated financial statements.
At December 31, 2012, GATX had total assets of $6.9 billion, comprised largely of railcars, marine vessels
and joint venture investments. This amount included $0.9 billion of off balance sheet assets, primarily railcars,
that were financed with operating leases and therefore were not recorded on the balance sheet.
OPERATIONS
GATX RAIL BUSINESS OVERVIEW
GATX and its rail affiliates lease tank cars, freight cars and locomotives in North America, Europe and
India. GATX is also exploring rail leasing opportunities in Russia and China through wholly-owned subsidiaries
as well as joint venture arrangements. GATX’s wholly-owned fleet consists of approximately 131,000 railcars
and 561 locomotives with an aggregate net book value of $5.1 billion (including off balance sheet assets) as of
December 31, 2012. GATX’s rail fleet is one of the largest privately-owned railcar fleets in the world, and with
over a century of rail industry experience, GATX offers customers financial, asset, maintenance, and manage-
ment expertise. GATX also has an ownership interest in approximately 30,000 railcars through investments in
affiliated companies. Affiliate fleets consist primarily of freight and intermodal railcars. In addition, GATX
actively manages fleets for an affiliate and other third-party owners of approximately 5,200 railcars and utilizes
its extensive rail asset knowledge and experience to remarket both wholly-owned and managed rail assets. The
following table sets forth GATX’s worldwide rail fleet data as of December 31, 2012:
Tank
Railcars
Freight
Railcars
Total Fleet
Affiliate
Railcars
Managed
Railcars
Total
Railcars
Locomotives
North America . . . .
. . . . .
International
57,781
20,397
51,770
1,443
109,551
21,840
6,031
24,444
78,178
53,213
131,391
30,475
1,113
15
1,128
116,695
46,299
162,994
561
—
561
3
GATX’s rail customers primarily operate in the chemical, petroleum, food/agriculture and transportation
industries. GATX’s worldwide railcar fleet consists of a diverse selection of railcar types that are used by its cus-
tomers to ship approximately 700 different commodities. The following table provides information on some of the
major railcar types that GATX leases to its rail customers and the primary commodities shipped in these railcars.
General Service
Tank Cars
High Pressure
Tank Cars
Specialty &
Acid Tank Cars
Chemical
Petroleum
Chemical
Petroleum
Liquefied Petroleum Gas
(LPG)
Acids (Sulfuric,
Hydrochloric,
Phosphoric, Acetic,
Nitric, etc.)
Coal Tar Pitch
Fertilizers and Fertilizer
Ingredients
Vinyl Chloride
Monomer (VCM)
Chemical
Petroleum
Food
Agriculture
Construction
Biofuels
d
e
v
r
e
S
s
e
i
r
t
s
u
d
n
I
s
e
i
t
i
d
o
m
m
o
C
l
a
c
i
p
y
T
Specialty
Covered
Hoppers
Gravity
Covered
Hoppers
Plastics
Food
Industrial
Energy
Agriculture
Industrial
Energy
Construction
Open Top Cars
Energy
Construction
Steel
Waste/Recycling
Forest Products
High Density
Polyethylene (PE)
Grain Products
Coal
Polyethylene
Terephthalate (PET)
Solid Fertilizer
Coke (Petroleum and
Metallurgical)
Lubricating Oils
Propylene
Dyes, Inks
Polypropylene
Edible Oils and Syrups
Hydrogen Peroxide
Polyvinyl Chloride
Asphalt
Fuel Oil
Crude Oil
Chemicals (Sodium
Hydroxide, Styrene, etc.)
Caprolactam
Sugar
Flour
Cement
Fly Ash
Sand
Cement
Fly Ash
Taconite
Aggregates
Woodchips
Roofing Granules
Industrial Minerals
Minerals
Scrap Metal
Solid Waste
GATX's Worldwide Railcar Fleet
GATX's Industries Served
Other
6%
Open-Top Cars
10%
Gravity Covered
Hoppers
13%
Specialty
Covered
Hoppers
12%
Covered
Hoppers
25%
High
Pressure
Tank Cars
10%
Specialty
& Acid Tank Cars
9%
131,000 Railcars as of 12/31/2012
General Service
Tank Cars
40%
Tank Cars
59%
(Approximately
70 different
types of tank
cars)
Other
13%
Petroleum
27%
Railroads
15%
Food &
Agriculture
15%
Chemical
30%
Based on 2012 Combined Rail North America and
Rail International revenues
RAIL NORTH AMERICA
Rail North America is comprised of GATX’s wholly-owned operations in the United States, Canada and Mexico, as
well as two affiliate investments. Rail North America primarily provides railcars pursuant to full-service leases under which
it maintains the railcars, pays ad valorem taxes and insurance and provides other ancillary services. These railcars have esti-
mated useful lives of 30 to 38 years and an average age of approximately 16 years. Rail North America has a large and
diverse customer base, serving approximately 700 customers. In 2012, no single customer accounted for more than 5% of
Rail North America’s total lease income, and the top ten customers combined accounted for approximately 24% of Rail
North America’s total lease income. Rail North America leases new railcars for terms that generally range from one to ten or
4
more years, with renewals of existing leases and assignments generally ranging from three to ten years. The average
remaining lease term of the North American fleet was approximately four years as of December 31, 2012. Rail North
America’s primary competitors are Union Tank Car Company, General Electric Railcar Services Corporation, Ameri-
can Railcar Leasing, Trinity Leasing, CIT Group Inc., and First Union Rail. Rail North America competes on the basis
of customer relationships, lease rate, maintenance expertise, service capability and availability of railcars.
Rail North America purchases new railcars from a number of manufacturers, including Trinity Industries,
American Railcar Industries, Inc., National Steel Car Ltd., and The Greenbrier Companies. In 2011, GATX
entered into an agreement to acquire 12,500 newly built railcars from Trinity Industries that are delivering rat-
ably over a five-year period. As of December 31, 2012, approximately 9,300 railcars remain to be delivered
under the agreement. In addition, GATX acquires portfolios or fleets of railcars in the secondary market.
Rail North America also includes a locomotive leasing business, which consisted of 514 four-axle and 47
six-axle locomotives at December 31, 2012. Four-axle locomotives continue to be in demand by railroads and
shippers despite not having been manufactured in any material quantity since the mid-1980s. The four-axle fleet,
with periodic refurbishment, is expected to continue to be marketable and yield attractive returns. Locomotive
customers are primarily Class I, regional and short-line railroads and industrial users. Leases are typically net
leases with terms that vary from month-to-month to 15 years. As of December 31, 2012, the average remaining
lease term of the locomotive fleet was 22 months. Rail North America’s primary competitors in locomotive leas-
ing are Helm Financial Corporation, CIT Group, Inc., and Progress Rail Services Corporation. Competitive fac-
tors in the market include equipment condition, availability, customer service and pricing.
Rail North America also selectively remarkets rail assets, including assets managed for third parties and
certain affiliates. Remarketing activities often generate fees and gains from these asset sales, which contribute
significantly to Rail North America’s segment profit.
Maintenance
Rail North America operates an extensive network of service facilities in the United States and Canada that
perform repair, maintenance, modification and regulatory compliance work on the railcar fleet. The maintenance
network is dedicated to performing timely, efficient and high quality repair services in order to keep railcars in
service for customers throughout the lease term and the useful life of the asset. Maintenance services include
interior cleaning of railcars, general repairs to the car body and safety appliances, regulatory compliance work,
wheelset replacements, exterior blast and painting, and car stenciling. To the extent possible, railcar maintenance
is scheduled in a manner that minimizes the amount of time the car is out of service. Rail North America’s main-
tenance network consists of:
• Six major service centers that can complete virtually any repair or modification project.
• Two field repair centers that can perform most repair and maintenance activities.
• Six customer-dedicated sites operating solely within specific customer facilities that offer services tailored
to the needs of the particular customers’ fleets.
• Three “Fast Track” locations in the United States that are smaller in size and scale than major service
centers and primarily focus on routine cleaning, repair and regulatory compliance services.
• Twenty mobile repair units that are able to travel to many track-side field locations and provide spot
repairs and interior cleaning services, avoiding the need to otherwise shop a railcar.
The maintenance network is supplemented by a number of preferred third-party service centers. In certain
cases, GATX has entered into fixed-capacity contracts with these service centers under which Rail North Amer-
ica has secured access to repair capacity. In 2012, third-party service centers accounted for approximately 39% of
Rail North America’s service center maintenance costs (excluding the cost of repairs performed by railroads).
In 2012, wholly-owned and third party service centers performed an aggregate of approximately 82,000
service events, including multiple independent service events for the same car.
5
Affiliates
Adler Funding LLC (“Adler”) is a 12.5%-owned joint venture that was formed in 2010 as a railcar leasing
partnership with UniCredit Bank AG, Sperber Rail Holdings Inc., and LBT Holding Corporation. Rail North
America provides lease, maintenance and asset remarketing services to Adler, for which it receives a base service
fee and a performance-based asset remarketing fee. As of December 31, 2012, Adler owned approximately 4,100
railcars in North America consisting primarily of general purpose freight cars with an average age of approx-
imately nine years.
Southern Capital Corporation LLC (“SCC”) is a 50%-owned joint venture with the Kansas City Southern
Railroad (“KCSR”). SCC was formed in 1996 and controls approximately 2,000 freight cars and 48 locomotives,
all of which are on lease to KCSR.
RAIL INTERNATIONAL
Rail International is comprised of GATX’s wholly-owned European operations (“Rail Europe”) and its newly
established railcar leasing business in India (“Rail India”), as well as two affiliate investments. Rail Europe leases
railcars, predominantly tank cars to customers throughout Europe pursuant to full-service leases under which it
maintains the railcars and provides insurance and other ancillary services. These railcars have estimated useful lives
of 30 to 38 years and an average age of approximately 22 years. Rail Europe has a diverse customer base with over
200 customers. In 2012, two customers each accounted for more than 10% of Rail Europe’s total lease income and
the top ten customers combined accounted for approximately 60% of Rail Europe’s total lease income. Rail
Europe’s lease terms generally range from one to seven years and at December 31, 2012, the average remaining
lease term of the European fleet was approximately two years. Rail Europe principally competes on the basis of
customer relationships, lease rate, maintenance expertise, service capacity and availability of railcars. Its primary
competitors are VTG Aktiengesellschaft, the Ermewa Group and Nacco.
Rail Europe acquires new railcars primarily from Astra Rail Industries S.R.L. and VRZ Karlovo. Addition-
ally, Rail Europe’s Ostróda, Poland maintenance facility assembles several hundred Rail Europe tank cars each
year. As of December 31, 2012, Rail Europe has commitments to acquire 1,500 newly manufactured railcars to
be delivered in 2013 and 2014. Commitments to purchase an additional 2,000 new railcars through 2015 exist but
are subject to cancellation provisions at Rail Europe’s discretion.
Rail India began operations in 2012 and was the first leasing company registered under the Indian Railways
Wagon Leasing Scheme. Rail India took delivery of its first 46 newly manufactured flat wagon railcars in
December 2012. In 2013, Rail India will focus on pursuing further investment opportunities in new and existing
flat wagons, and developing relationships with customer and suppliers as well as with the Indian Railways.
Maintenance
Rail Europe operates service centers in Hannover, Germany and Ostróda, Poland that perform significant
repairs, regulatory compliance and modernization work for owned railcars. These service centers are supple-
mented by a number of third-party repair facilities, which in 2012 accounted for approximately 52% of Rail
Europe’s fleet repair costs.
In India, all maintenance of railcars is performed by the Indian Railways or by a third party service provider
retained by the Indian Railways.
Rail International Affiliates
AAE Cargo AG (“AAE”) is a 37.5% owned Switzerland-based railcar lessor that, as of December 31, 2012,
owned approximately 24,500 freight cars, comprised of 60% intermodal cars, 15% covered cars and 25% other
freight car types, with an average age of 13 years. AAE’s customer base consists of various railways throughout
Europe as well as private operators. As of December 31, 2012, the average remaining lease term of AAE railcars
was approximately two years.
6
In 2012, IMC-GATX Financial Leasing (Shanghai) Co., Ltd. (“IMC-GATX China”) was established as a
50% owned China-based joint venture between GATX and IMC Pan Asia Alliance Group (“IMC”). IMC is a
well-established shipping enterprise with experience operating in China and is also a partner with GATX in a
marine joint venture. The primary objective of IMC-GATX China is to establish a rail leasing business in China,
if that market develops. IMC-GATX China may also pursue non-rail leasing opportunities.
ASC
ASC operates the largest fleet of U.S. flagged vessels on the Great Lakes, providing waterborne trans-
portation of dry bulk commodities such as iron ore, coal, limestone aggregates and metallurgical limestone. End
markets for these commodities include domestic automobile manufacturing, electricity generation and non-
residential construction. Customer service, primarily in the form of scheduling flexibility, reliability and operat-
ing safety, is the key to ASC’s success. ASC’s sailing season generally runs from April 1 through December 31;
however, depending on customer demand and weather conditions, certain vessels may commence operations
during March and continue to operate into January of the following year.
At December 31, 2012, ASC’s fleet consisted of 18 vessels with a net book value of $305.2 million, including
$21.0 million of off balance sheet assets. Fourteen of the vessels are diesel powered, have an average age of 35
years and estimated useful lives of 65 years. The length of the diesel vessels ranges from 635 to 1,004 feet and they
have maximum load capacities between 23,800 and 80,900 gross tons. Three steam powered vessels were built in
the 1940s and 1950s and have estimated remaining useful lives of seven years. The length of the steamer vessels
ranges from 690 to 767 feet and they have maximum load capacities between 22,300 and 26,300 gross tons. The
other vessel in ASC’s fleet is a newly manufactured articulated tug-barge, which is leased in under an operating
lease that expires in 2018. The tug is diesel powered and the barge is 740 feet in length with a carrying capacity of
34,000 gross tons. Seventeen of ASC’s vessels are generally available for both service contract and spot business,
while one vessel has dedicated service under a time charter agreement that is scheduled to expire in 2015. ASC’s
vessels operate exclusively in the fresh water conditions of the Great Lakes and as a result, with proper maintenance
and periodic refurbishment, may achieve extended service well beyond the useful life estimates.
All of ASC’s vessels are equipped with self-unloading equipment, enabling them to discharge dry bulk
cargo without assistance from shore-side equipment or personnel. This equipment enables the vessels to operate
twenty-four hours a day, seven days a week. ASC’s vessels are capable of transporting and unloading almost any
free flowing, dry bulk commodity. In 2012, ASC served 20 customers with the top five customers comprising
84% of ASC’s total revenue.
ASC Industries Served
ASC Commodities Carried
Other
4%
Construction
9%
Electric
Utility
23%
Steel
64%
Iron Ore
58%
Coal
28%
Other
2%
Limestone
Aggregates
12%
Based on 2012 revenue
Based on 2012 volume
ASC’s vessels operate pursuant to customer contracts that stipulate committed freight volume each year that may
be supplemented with additional spot volume opportunities. In 2012, ASC operated 14 vessels and carried 29.7 million
net tons of cargo. ASC has a relatively stable customer portfolio that includes a mix of companies in the steel pro-
duction, electric utility and construction industries. The number of vessels deployed by ASC in any given year is
dependent on customer volume requirements. In response to demand, ASC may choose not to operate certain vessels.
7
ASC’s primary competitors on the Great Lakes are Interlake Steamship Company, VanEnkevort Tug and
Barge, Grand River Navigation, and Great Lakes Fleet, Inc. ASC principally competes on the basis of service
capabilities, customer relationships and price.
The United States shipping industry is subject to the Jones Act (the “Act”), which requires all commercial
vessels transporting goods between U.S. ports to be built, owned, operated and manned by U.S. citizens and
registered under the U.S. flag.
PORTFOLIO MANAGEMENT
Portfolio Management is an aggregation of a group of diversified owned assets and joint venture invest-
ments (“affiliates”) and provides leasing, asset remarketing and asset management services. Portfolio Manage-
ment selectively invests in long-lived, widely used assets with a focus on domestic marine and container related
equipment and extends its market reach through affiliate investments.
Portfolio
Other
19%
Aircraft Engine
Leasing Affiliates
26%
Marine Affiliates
16%
Marine Equipment
39%
The following table sets forth the approximate net book values of Portfolio Management’s assets as of
December 31 (in millions):
Owned
Assets*
Affiliate
Investments
Managed
Assets
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$419.5
475.0
399.3
$377.9
371.6
345.1
$143.2
166.7
204.6
*
Includes off balance sheet assets
Owned and Managed Assets
Portfolio Management’s wholly-owned portfolio primarily consists of investments in operating assets,
finance lease assets and secured loans. Operating and finance lease assets include chemical parcel tankers, ship-
ping containers, inland marine barges, gas compression equipment, biofuel equipment, and other transportation
equipment. Operating assets have estimated useful lives of 3 to 30 years. Operating assets are either placed with
customers under operating leases, the majority of which expire by 2018, or in the case of certain marine assets,
are operated by a service provider under pooling arrangements. Portfolio Management also remarkets assets,
generating portfolio proceeds and asset disposition gains and losses.
Portfolio Management further leverages its equipment knowledge by managing portfolios of assets for third
parties. The majority of these managed assets are in markets where GATX has a high level of expertise. Portfolio
Management generates fee and residual sharing income through portfolio administration and remarketing of
these assets.
8
Portfolio Management’s principal competitors are captive leasing companies of equipment manufacturers,
leasing subsidiaries of commercial banks and independent leasing companies. Factors that affect Portfolio Man-
agement’s ability to compete are equipment expertise, GATX’s relationships, relative cost of funds, and the
availability of other financing alternatives to potential customers.
Affiliates
Portfolio Management’s investments in affiliated companies primarily include aircraft engine leasing and
shipping operations. Portfolio Management invests in joint ventures to expand its presence in key markets,
expand geographically and diversify risks. Portfolio Management’s joint venture partners are typically well
established companies with extensive experience in their respective markets.
The Rolls-Royce & Partners Finance companies (collectively the “RRPF Affiliates”) are a collection of
fourteen 50%-owned 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 main-
tenance programs. As of December 31, 2012, the RRPF Affiliates, in aggregate, owned 402 engines, of which
176 were on lease to Rolls-Royce. These aircraft engines are generally depreciated over a useful life of 25 years
when new and, depending on actual hours of usage and with proper maintenance, may achieve extended service
well beyond the useful life estimate. As of December 31, 2012, the average age of these engines was approx-
imately 9 years. 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.
Cardinal Marine Investments LLC (“Cardinal Marine”) is a 50%-owned marine joint venture with IMC Holdings,
a subsidiary of IMC. IMC is a leading Asia-focused integrated maritime and industrial solutions provider with diversi-
fied interests in dry and liquid bulk shipping, ship and crew management, offshore and marine engineering, oil and gas
assets, and services and logistics. Cardinal Marine owns six chemical parcel tankers (each with 45,000 dead weight
tons (“dwt”) carrying capacity) that operate under a pooling arrangement with IMC’s other chemical tankers in support
of the movement of liquid bulk chemicals in the Middle East Gulf/Far East and U.S. Gulf/Far East trades.
Somargas II Private Limited (“Somargas”) and Singco Gas Pte, Limited (“Singco”), respectively, are 35% and
50%-owned joint ventures with IM Skaugen ASA (“Skaugen”). Skaugen is a 96-year old Norwegian company that
operates a fleet of approximately 40 vessels primarily engaged in the transport of petrochemical gases and the ship to
ship transfer of crude oil and liquefied natural gas (“LNG”). Somargas owns six liquid petroleum gas/ethylene vessels
(each with 8,500 - 10,000 cubic meters (“cbm”) carrying capacity). Singco owns four liquid petroleum gas/ethylene/
LNG vessels (each with 10,000 cbm carrying capacity). The Somargas and Singco vessels operate under a pooling
arrangement with the Skaugen fleet. The major trade lanes are the Arabian Peninsula to South Asia and the Far East.
Intermodal Investment Funds V and VII are each 50%-owned joint ventures with DVB Bank SE. The affili-
ates were formed to finance shipping containers, which are on direct finance leases to third parties.
Clipper Third Limited (“Clipper Third”) was a 50%-owned joint venture with Clipper Group Invest Ltd.
(the “Clipper Group”). Clipper Third supported the worldwide movement of dry bulk products such as grain,
cement, coal and steel. In 2012, the Clipper Third partners sold the affiliate’s remaining assets and discontinued
the joint venture.
Enerven Compression, LLC (“Enerven”) was a 45.6%-owned joint venture with ING Investment Manage-
ment and Enerven management. Enerven provided natural gas compression equipment leasing through its sub-
sidiary, Enerven Compression Services (“ECS”) and third-party maintenance and repair services through its
subsidiary, Worldwide Energy Solutions Company (“WESCO”). In 2012, the Enerven partners sold substantially
all of the assets and are in the process of liquidating the joint venture.
In 2011, the Clipper Fourth Limited and Clipper Fourth APS marine joint ventures, in each of which GATX
held a 45% interest, were dissolved. In connection with the dissolutions, GATX took ownership of six chemical
parcel tankers.
9
TRADEMARKS, PATENTS AND RESEARCH ACTIVITIES
Patents, trademarks, licenses and research and development activities are not material to GATX’s businesses
taken as a whole.
SEASONAL NATURE OF BUSINESS
ASC’s fleet is inactive for a significant portion of the first quarter of each year due to the winter conditions
on the Great Lakes.
CUSTOMER BASE
GATX, taken as a whole, is not dependent upon a single customer nor does it have any significant customer
concentrations. Segment concentrations, if material, are described above.
EMPLOYEES AND EMPLOYEE RELATIONS
As of December 31, 2012, GATX employed 2,046 persons, of whom 35% were union workers covered by
collective bargaining agreements.
The hourly employees at Rail North America’s three major U.S. service centers are represented by the
United Steelworkers. Employees at three of Rail North America’s Canadian service centers are represented by to
the Communication, Energy and Paperworkers Union of Canada. The shipboard personnel at ASC are repre-
sented by the American Maritime Officers and the Seafarers International Union.
As of January 31, 2013, the terms and status of GATX’s existing collective bargaining agreements were as
follows:
Union
Percent of
Employees
Represented
Status of the Agreements
United Steelworkers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16% Expires in February 2013 (the parties
Seafarers International Union . . . . . . . . . . . . . . . . . . . . . . . . . .
American Maritime Officers . . . . . . . . . . . . . . . . . . . . . . . . . . .
Communications, Energy and Paperworks Union of Canada . .
Employee Shop Committee of Riviere-des-Prairies . . . . . . . . .
ENVIRONMENTAL MATTERS
are currently engaged in good faith
bargaining for a new labor agreement).
7% Two agreements; one expires in June
2016 and one in January 2017.
6% Expires in January 2017.
4% Three agreements; two expire in
January 2014 and one expired in
January 2013 (the parties are currently
engaged in good faith bargaining for a
new labor agreement).
2% Expires in December 2013.
GATX’s operations, facilities and properties are subject to extensive federal, state, local, and foreign envi-
ronmental laws and regulations. These laws cover discharges to waters; air emissions; toxic substances; the gen-
eration, handling, storage, transportation and disposal of waste and hazardous materials; and the investigation
and remediation of contamination. These laws have the effect of increasing the cost and liability associated with
leasing and operating assets, and violations can result in significant fines, penalties or other liability to the
Company. Environmental risks and compliance with applicable environmental laws and regulations are inherent
in rail operations, which frequently involve transporting chemicals and other hazardous materials.
GATX is subject to, and may from time to time continue to be subject to, environmental cleanup and enforce-
ment actions in the U.S. and in the foreign countries in which it operates. In particular, the federal Comprehensive
10
Environmental Response, Compensation and Liability Act (“CERCLA”), also known as the Superfund law, gen-
erally imposes joint and several liability for investigation, cleanup and enforcement costs on current and former
owners and operators of a site, without regard to fault or the legality of the original conduct. Accordingly, GATX
has been and may, in the future, be named as a potentially responsible party under CERCLA and other federal,
state, local, and foreign laws or regulations for all or a portion of the costs to investigate and clean up sites at
which certain contaminants may have been discharged or released by GATX, its current lessees, former owners or
lessees of properties, or other third parties. Environmental remediation and other environmental costs are accrued
when considered probable and amounts can be reasonably estimated. As of December 31, 2012, environmental
costs were not material to GATX’s financial position, results of operations or cash flows. For further discussion,
see Note 22 to the consolidated financial statements.
EXECUTIVE OFFICERS OF THE REGISTRANT
The following information regarding GATX’s executive officers is included in Part I in lieu of inclusion in
the definitive GATX Proxy Statement:
Name
Offices Held
Brian A. Kenney . . . . . . . . Chairman, President and Chief Executive Officer
Robert C. Lyons . . . . . . . . Executive Vice President and Chief Financial Officer
James F. Earl . . . . . . . . . . . Executive Vice President and President, GATX Rail International
Deborah A. Golden . . . . . . Executive Vice President, General Counsel and Corporate Secretary
Michael T. Brooks . . . . . . Senior Vice President and Chief Information Officer
Thomas A. Ellman . . . . . . Senior Vice President and Chief Commercial Officer
Curt F. Glenn . . . . . . . . . . Senior Vice President, Portfolio Management
Mary K. Lawler . . . . . . . . . Senior Vice President, Human Resources
William M. Muckian . . . . . Senior Vice President, Controller and Chief Accounting Officer
Nicholas J. Matthews . . . . Vice President and Group Executive, Operations
Position
Held
Since
Age
2005
2012
2012
2012
2008
2011
2007
2008
2007
2010
53
49
56
58
43
44
58
47
53
40
• Mr. Kenney has served as Chairman, President and Chief Executive Officer since 2005. Previously,
Mr. Kenney served as President from 2004 to 2005, Senior Vice President, Finance and Chief Financial Officer
from 2002 to 2004, Vice President, Finance and Chief Financial Officer from 1999 to 2002, Vice President,
Finance from 1998 to 1999, Vice President and Treasurer from 1997 to 1998, and Treasurer from 1995 to 1996.
• Mr. Lyons has served as Executive Vice President and Chief Financial Officer since June 2012.
Previously, Mr. Lyons served as Senior Vice President and Chief Financial Officer from 2007 to June
2012, Vice President and Chief Financial Officer from 2004 to 2007, Vice President, Investor Relations
from 2000 to 2004, Project Manager, Corporate Finance from 1998 to 2000, and Director of Investor
Relations from 1996 to 1998.
• Mr. Earl has served as Executive Vice President, GATX Corporation and President, GATX Rail
International since June 2012. In addition, Mr. Earl has served as the Chief Executive Officer of American
Steamship Company since June 2012. Previously, Mr. Earl served as Executive Vice President and Chief
Operating Officer from 2006 to June 2012, Executive Vice President — Rail from 2004 to 2006,
Executive Vice President — Commercial at Rail from 2001 to 2004 and in a variety of increasingly
responsible positions in the GATX Capital Rail Group from 1988 to 2001.
• Ms. Golden has served as Executive Vice President, General Counsel and Corporate Secretary since June
2012. Previously, Ms. Golden served as Senior Vice President, General Counsel and Corporate Secretary
from 2007 to June 2012. Ms. Golden joined GATX in 2006 as Vice President, General Counsel and
Corporate Secretary. Prior to joining GATX, Ms. Golden served as Vice President and General Counsel of
Midwest Generation, LLC from 2004 to 2005, Deputy General Counsel, State of Illinois, Office of the
from 2003 to 2004 and Assistant General Counsel with Ameritech Corporation/SBC
Governor
Communications, Inc. from 1997 to 2001.
11
• Mr. Brooks has served as Senior Vice President and Chief Information Officer since November 2008.
Prior to joining GATX, Mr. Brooks served as Chief Information Officer and Vice President of the retail
division of Constellation Energy and held various consulting roles of increasing responsibility with
Accenture and Oracle Corporation.
• Mr. Ellman has served as Senior Vice President and Chief Commercial Officer since 2011. Previously,
Mr. Ellman served as Vice President and Chief Commercial Officer from 2006 to November 2011. Prior
to re-joining GATX in 2006, Mr. Ellman served as Senior Vice President and Chief Risk Officer and
Senior Vice President, Asset Management of GE Equipment Services, Railcar Services and held various
positions at GATX in the GATX Rail Finance Group.
• Mr. Glenn has served as Senior Vice President, Portfolio Management since 2007. Previously, Mr. Glenn
served as Vice President, Portfolio Management from 2006 to 2007 and as a GATX Corporation Vice
President since 2004 and Executive Vice President of Portfolio Management since 2003. Prior to that,
Mr. Glenn served as Senior Vice President and Chief Financial Officer of the GATX Capital Division of
GATX Financial Corporation from 2000 to 2003 and in a variety of increasingly responsible positions at
GATX Capital from 1980 to 2000.
• Ms. Lawler has served as Senior Vice President, Human Resources since 2008. Prior to joining GATX,
Ms. Lawler served as Senior Vice President, Operations of Newsday, a Tribune Publishing Company. She
joined Tribune Company in 1997 as Human Resources Counsel.
• Mr. Muckian has served as Senior Vice President, Controller and Chief Accounting Officer since 2007.
Previously, Mr. Muckian served as Vice President, Controller and Chief Accounting Officer from 2002 to
2007, Controller and Chief Accounting Officer from 2000 to 2002, and Director of Taxes of GATX from
1994 to 2000.
• Mr. Matthews has served as Vice President and Group Executive, Operations, since April 2010. Prior to
joining GATX, Mr. Matthews served as Senior Vice President of Operations for FreightCar America from
2007 to April 2010. He began his rail industry career with Trinity Industries, working through a variety of
operational, commercial and strategic roles.
AVAILABLE INFORMATION
GATX makes available free of charge at its website, www.gatx.com, its most recent annual report on
Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports
filed or furnished pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), as soon as
reasonably practicable after such reports are electronically filed with, or furnished to, the U.S. Securities and
Exchange Commission (“SEC”). Charters for the Audit Committee, Compensation Committee and Governance
Committee of the Board of Directors, the Corporate Governance Guidelines, the Code of Business Conduct and
Ethics and the Code of Ethics for Senior Officers are posted under Corporate Governance in the Investor Rela-
tions section of the GATX website, and are available in print upon request by any shareholder. Within the time
period prescribed by SEC and New York Stock Exchange regulations, GATX will post on its website any
amendment to the Code of Ethics for Senior Officers and the Code of Business Conduct and Ethics or any waiv-
ers thereof. The information on GATX’s website is not incorporated by reference into this report.
FORWARD-LOOKING STATEMENTS
Certain statements in this report may constitute forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended, and are subject to the safe harbor provisions of those sections and the Private Securities Liti-
gation Reform Act of 1995. These statements may appear throughout this report, including without limitation, in
the sections entitled “Business”, “Risk Factors” and “Management’s Discussion and Analysis”. Forward-looking
statements refer to information that is not purely historical, such as estimates, projections and statements relating
to our business plans, objectives and expected operating results, and the assumptions on which those statements
12
are based. Some of these statements may be identified by words like “anticipate,” “believe,” “estimate,”
“expect,” “intend,” “plan,” “predict,” “project” or other similar words. Investors are cautioned that any such
forward-looking statements are not guarantees of future performance and involve risks and uncertainties that
could cause actual results or developments to differ materially from the forward-looking statements.
A detailed discussion of the known material risks and uncertainties that could cause actual results and events to
differ materially from such forward-looking statements is included in this report in Item 1A, “Risk Factors”. Specific
risks and uncertainties include, but are not limited to, (1) general economic, market, regulatory and political conditions
affecting the rail, marine and other industries served by GATX and its customers; (2) competitive factors in GATX’s
primary markets, including lease pricing and asset availability; (3) lease rates, utilization levels and operating costs in
GATX’s primary operating segments; (4) conditions in the capital markets or changes in GATX’s credit ratings and
financing costs; (5) risks related to GATX’s international operations and expansion into new geographic markets;
(6) risks related to compliance with, or changes to, laws, rules and regulations applicable to GATX and its rail, marine
and other assets; (7) operational disruption and increased costs associated with compliance maintenance programs and
other maintenance initiatives; (8) operational and financial risks associated with long-term railcar purchase commit-
ments; (9) changes in loss provision levels within GATX’s portfolio; (10) conditions affecting certain assets, customers
or regions where GATX has a large investment; (11) impaired asset charges that may result from changing market
conditions or portfolio management decisions implemented by GATX; (12) opportunities for remarketing income;
(13) labor relations with unions representing GATX employees; and (14) the outcome of pending or threatened liti-
gation.
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 cir-
cumstances.
Item 1A. Risk Factors
GATX is subject to a number of risks that investors should consider before investing in GATX’s securities.
These risks include the factors described below as well as other information contained in this filing and GATX’s
other filings with the U.S. Securities and Exchange Commission. If any of the events described below were to
occur, GATX’s business, financial condition, results of operations and future growth prospects could suffer.
Competition could result in decreased profitability.
GATX operates in a highly competitive business environment. In many cases, competitors are larger entities
that have greater financial resources, higher credit ratings and a lower cost of capital than GATX. These factors
may enable competitors to offer leases and loans to customers at lower rates than GATX is able to provide, thus
impacting GATX’s asset utilization or GATX’s ability to lease assets on a profitable basis.
Weak economic conditions, financial market volatility and other factors may decrease customer demand for
GATX’s assets and services and negatively impact GATX’s business and results of operations.
GATX relies upon continued demand from its customers to lease its railcars, locomotives, marine assets and
other equipment. Demand for these assets is dependent upon the markets for the products and services offered by
the Company’s customers and the strength and growth of their businesses. A number of GATX’s customers
operate in cyclical markets, such as the steel, chemical and construction industries, which are susceptible to
macroeconomic downturns in the United States and abroad and may experience significant changes in demand
over time.
Weak economic conditions in the United States and other parts of the world in recent years have reduced
demand from certain GATX customers for the types of assets and services GATX provides. Continued weakness
in certain sectors of the economy also may make it more difficult for GATX to lease certain types of railcars that
are returned either at the end of a lease term or as a result of a customer bankruptcy or default. In Europe, the
ongoing sovereign debt crisis, the loss of value by the Euro and related effects on the European banking system
13
have contributed to growing instability in the European currency and credit markets. Further deterioration of
European economic conditions or significant loss of value by the Euro could reduce demand for the Company’s
European rail assets.
In many cases, demand for GATX’s assets is also dependent on customers’ desire to lease, rather than pur-
chase assets. There are a number of items that factor into the customer’s decision to lease or purchase assets,
such as tax and accounting considerations, interest rates and operational flexibility. GATX has no control over
these external considerations, and changes in these factors, including potential changes to lease accounting rules,
could negatively impact demand for its assets held for lease.
Additional factors influencing customer demand for GATX’s assets include changes in production volumes,
potential changes in supply chains, choices regarding type of transportation asset, availability of substitutes and
other operational needs. Demand for the marine assets and shipping services provided by the Company and its
marine joint ventures is also dependent upon the factors discussed above. A significant decline in customer demand
for the assets and services provided by GATX could adversely affect the Company’s financial performance.
GATX may be unable to maintain assets on lease at satisfactory rates.
GATX’s profitability is largely dependent on its ability to maintain assets on lease at satisfactory rates and
to re-lease or sell assets upon lease expiration. A number of factors can adversely affect asset utilization rates and
lease rates, including, but not limited to, an economic downturn causing reduced demand, changes in customer
behavior, excess capacity in the marketplace or other changes in supply or demand for such assets. Economic
uncertainty or a decline in customer demand for GATX’s assets could cause customers to demand shorter lease
terms and lower lease rates and could result in a decrease in the utilization rate for GATX’s assets and reduced
revenues. Alternatively, customers may seek to lock-in relatively low lease rates for longer terms thereby result-
ing in an adverse impact on current or future revenues.
GATX’s access to newly-built railcars may be limited, and long-term railcar purchase commitments could
subject GATX to material operational and financial risks.
Unlike certain of its competitors in the railcar leasing market, GATX does not manufacture railcars.
GATX’s ability to acquire newly-built railcars could be limited if the Company is unable to procure railcars from
manufacturers on competitive terms.
In order to obtain committed access to a supply of newly-built railcars on competitive terms, GATX from
time to time enters into long-term supply agreements with manufacturers to purchase significant numbers of
newly-built railcars over a multi-year period. The Company’s purchase commitments under these long-term
agreements generally are not subject to cancellation or material reduction by GATX. If economic conditions
weaken during the term of a long-term supply agreement, GATX would be required to continue to accept deliv-
ery of, and pay for, new railcars at times when it is difficult for the Company to place the railcars with customers
and the Company’s financing costs may be unattractively high.
GATX’s rail and marine assets and operations are subject to various laws, rules and regulations, and failure
to comply with, or changes to, these laws, rules or regulations could have a significant negative effect on
GATX’s business and profitability.
GATX’s rail and marine operations are subject to various laws, rules and regulations administered by author-
ities in jurisdictions where GATX does business. In the United States, GATX’s railcar fleet and operations are
subject to rules and regulations relating to safety, operations, maintenance and mechanical standards promulgated
by various federal and state agencies and industry organizations, including the U.S. Department of Trans-
portation, the Federal Railroad Administration and the Association of American Railroads. In addition, state
agencies regulate some aspects of rail operations with respect to health and safety matters not otherwise pre-
empted by federal law. GATX’s business operations and its railcar fleet may be adversely impacted by rules and
regulations promulgated by these governmental and industry agencies, which could require substantial mod-
ification, maintenance or refurbishment of GATX’s railcars or potentially make such railcars inoperable or obso-
lete. Violations of these rules and regulations can result in substantial fines and penalties, including potential
limitations on operations or forfeitures of assets.
14
Similarly, GATX’s marine assets and operations are subject to regulation by various federal and state agen-
cies, including the Maritime Administration of the U.S. Department of Transportation, the U.S. Coast Guard and
the U.S. Environmental Protection Agency, which establish rules and regulations relating to safety, citizenship,
emissions, ballast discharges and other environmental and operational matters. If GATX fails to comply with
these rules and regulations, the Company could be prohibited from operating or leasing marine assets in the U.S.
market and, under certain circumstances, could incur severe fines and penalties, including potential limitations on
operations or forfeitures of assets.
In addition, GATX’s foreign operations are subject to the jurisdiction of authorities in countries where the
Company does business. Failure to comply with, or future changes to, any of the foregoing laws, rules or regu-
lations could restrict the use or reduce the economic value of GATX’s assets, including loss of revenue, or cause
GATX to incur significant expenditures to comply, thereby increasing operating expenses. Certain changes to
laws, rules and regulations, or actions by authorities under existing laws, rules or regulations, could result in the
obsolescence of various assets or impose compliance costs that are so significant as to render such assets
economically obsolete.
A significant increase in the number of tank cars requiring compliance-based maintenance could negatively
impact operations and substantially increase costs.
GATX performs a variety of maintenance programs on its full-service tank cars based upon their service
time that are mandated by government regulations and industry rules. New government regulations or industry
rules are enacted from time to time, which may affect the number and type of procedures required to be per-
formed. These compliance programs are cyclical in nature and as a result, GATX can face significant increases in
the volume of tank cars requiring extensive maintenance in any given year. A significant increase in the number
of tank cars requiring maintenance may negatively impact GATX’s operations and substantially increase main-
tenance and other related costs. In addition, while GATX has contracted with third party maintenance providers
to assist in performing these compliance procedures, GATX’s access to these providers may be constrained or
costs may increase substantially in times of high demand from other tank car owners for services from these
same providers.
Deterioration of conditions in the global capital markets, weakening of macroeconomic conditions, and
negative changes in credit ratings may limit the ability of GATX to secure financing and may increase its
borrowing costs.
GATX relies, in large part, upon banks and capital markets to fund its operations and contractual commit-
ments, including the issuance of long-term debt instruments and commercial paper. These markets can experi-
ence high levels of volatility and access to capital can be constrained for an extended period of time. In addition
to conditions in the capital markets, a number of other factors could cause GATX to incur increased borrowing
costs and to have greater difficulty accessing public and private markets for both secured and unsecured debt.
These factors include GATX’s financial performance and its credit ratings and rating outlook as determined
primarily by rating agencies such as Standard & Poor’s and Moody’s Investor Service. If GATX is unable to
secure financing on acceptable terms, the Company’s other sources of funds, including available cash, bank
facilities, cash flow from operations and portfolio proceeds, may not be adequate to fund its operations and con-
tractual commitments.
GATX’s assets may become obsolete.
In addition to changes in laws, rules and regulations that may make assets obsolete, GATX may be
adversely impacted by changes in the preferred method used by the Company’s customers to ship their products,
changes in demand for particular products, or by a shift by customers toward purchasing assets rather than leas-
ing them from GATX. The industries in which GATX’s customers operate are driven by dynamic market forces
and trends, which are in turn influenced by economic and political factors in the United States and abroad.
Demand for GATX’s rail and marine assets may be significantly affected by changes in the markets in which the
Company’s customers operate. A significant reduction in customer demand for transportation or manufacture of
a particular product or change in the preferred method of transportation used by customers to ship their products
could result in the economic obsolescence of GATX assets leased by those customers.
15
Events or conditions negatively affecting certain assets, customers or geographic regions in which GATX has
a large investment could have a negative impact on its results of operations.
GATX’s revenues are generally derived from a number of different asset types, customers, industries and
geographic locations. However, from time to time, GATX could have a large investment in a particular asset
type, a large revenue stream associated with a particular customer or industry, or a large number of customers
located in a particular geographic region. Decreased demand from a discrete event impacting a particular asset
type, discrete events with respect to a specific customer or industry, or adverse regional economic conditions,
particularly for those assets, customers or regions in which GATX has a concentrated exposure, could have a
negative impact on GATX’s results of operations.
Risks related to GATX’s international operations and expansion into new geographic markets could adversely
affect GATX’s business, financial condition and operating results.
GATX generates a significant amount of its net income outside the United States and in recent years has
increased its focus on international rail growth and expansion into select emerging markets as a means to grow
and diversify earnings. GATX’s foreign operations and international expansion strategy are subject to risks asso-
ciated with international operations, including: compliance with United States laws affecting operations outside
of the United States, such as the Foreign Corrupt Practices Act; compliance with a variety of local laws and regu-
lations; changes in tax laws and the interpretation of those laws; fluctuations in currency values; sudden changes
in foreign currency exchange controls; discriminatory or conflicting fiscal policies; difficulties enforcing con-
tractual rights or foreclosing to obtain the return of GATX assets in certain jurisdictions; greater risk of
uncollectible accounts and longer collection cycles; effective and immediate implementation of appropriate con-
trols, policies and processes across GATX’s diverse operations and employee base; nationalization of properties
by foreign governments, and imposition of additional or new tariffs, quotas, trade barriers and similar restrictions
on GATX’s sales outside the United States. Moreover, political and economic changes or volatility, geopolitical
regional conflicts, terrorist activity, political unrest, civil strife, acts of war, public corruption and other economic
or political uncertainties could interrupt and negatively affect GATX’s business operations. Depending upon the
severity, scope and duration of these conditions or events, the adverse impact on GATX’s financial position,
results of operations and cash flows could be material.
GATX’s allowance for losses may prove inadequate.
GATX’s allowance for losses on reservable assets may not be adequate over time to cover credit losses in its
portfolio if unexpected adverse changes in the economy differ from the expectations of management or if discrete
events adversely affect specific customers, industries or markets. If the credit quality of GATX’s customer base
materially deteriorates, the Company may be required to provide for additional credit losses and GATX’s finan-
cial position or results of operations could be negatively impacted.
GATX may incur future asset impairment charges.
GATX regularly reviews long-lived assets and joint venture investments for impairment, including when
events or changes in circumstances indicate the carrying value of an asset or investment may not be recoverable.
GATX may be required to recognize asset impairment charges in the future as a result of a weak economic envi-
ronment, challenging market conditions, events related to particular customers or asset types, or as a result of
asset or portfolio sale decisions by management or other factors that affect GATX’s estimates of expected cash
flows to be generated from its long-lived assets or joint venture investments.
GATX is subject to extensive environmental regulations and the costs of remediation may be material.
GATX’s operations are subject to extensive federal, foreign, state and local environmental laws and regu-
lations concerning, among other things, the discharge of hazardous materials and remediation of contaminated sites.
In addition, some of GATX’s properties, including those previously owned or leased, have been used for industrial
purposes whose activities may have resulted in discharges onto the property. Environmental liability can extend to
previously owned or operated properties as well as properties currently owned and used by the Company.
Environmental liabilities are routinely assessed, including obligations and commitments for remediation of con-
taminated sites and assessments of ranges and probabilities of recoveries from other responsible parties. Due to the
16
regulatory complexities and risk of unidentified contaminants on its properties, the potential exists for environ-
mental and remediation costs to be materially different from the costs GATX has estimated.
GATX has been, and may in the future be, involved in various types of litigation.
The nature of GATX’s businesses and assets expose the Company to the potential for claims and litigation
related to personal injury and property damage, environmental claims and various other matters. Certain GATX
railcars may be used by customers to transport hazardous materials, and a rupture of a railcar carrying such materi-
als in an accident could lead to litigation and subject GATX to the potential for significant liability. GATX’s failure
to maintain railcars in compliance with governmental regulations and industry rules could expose the Company to
personal injury, property damage and environmental claims. A substantial adverse judgment against GATX could
have a material adverse effect on the Company’s financial position, results of operations and cash flows.
High energy prices could have a negative effect on the demand for GATX’s products and services.
Energy prices, including the price of natural gas and oil, are significant cost drivers for many of GATX’s
customers, either directly in the form of raw material costs in industries such as the chemical and steel industries,
or indirectly in the form of increased transportation costs. Sustained high energy prices could negatively impact
these industries resulting in a corresponding adverse effect on customer demand for GATX’s assets, as well as
related services.
GATX may not be able to procure insurance on a cost-effective basis.
GATX manages its exposure to risk, in part, by insuring its assets and their associated risks. There is no
guarantee that such insurance will be consistently available on a cost-effective basis in the future. If the cost of
insurance coverage becomes prohibitively expensive, GATX could be forced to reduce the amount of coverage
and increase the amount of its self-insured risk retention.
The fair market value of GATX’s long-lived assets may differ from the value of those assets reflected in its
financial statements.
GATX’s assets primarily consist of long-lived assets such as railcars, marine vessels and industrial equip-
ment. The carrying value of these assets in the financial statements may at times differ from their fair market
value. These valuation differences may be positive or negative and may be material based on market conditions
and demand for certain assets.
Fluctuations in foreign exchange rates and interest rates could have a negative impact on GATX’s results of
operations.
GATX’s results are exposed to foreign exchange rate fluctuations as the financial results of certain sub-
sidiaries are translated from their local currency into U.S. dollars upon consolidation. As exchange rates vary, the
operating results of foreign subsidiaries, when translated, may differ materially from period to period. GATX is
also subject to gains and losses on foreign currency transactions, which could vary based on fluctuations in
exchange rates and the timing of the transactions and their settlement. In addition, fluctuations in foreign
exchange rates can have an effect on the demand and relative price for services provided by GATX domestically
and internationally, and could have a negative impact on GATX’s results of operations. GATX is also subject to
risks associated with fluctuations in interest rates. The Company may seek to limit foreign exchange rate and
interest rate risk through the use of currency or interest rate derivatives, but these measures may not be effective.
A material and unexpected change in interest rates or foreign exchange rates could negatively affect GATX’s
financial performance.
GATX is subject to the inherent risks of its affiliate investments.
GATX has investments in affiliated companies that are subject to many of the same risks discussed in this
“Risk Factors” section, and GATX is indirectly exposed to these risks through its ownership interests in these
17
affiliates. Many of these affiliates are managed and operated by third parties who may be smaller than GATX and
have lesser financial resources. Adverse developments in the business or financial results of these affiliates, or
the third parties who manage, operate, or invest along with GATX in these affiliates, could have a negative
impact on GATX’s financial results. Additionally, where an affiliate is managed and operated by GATX’s part-
ner in the affiliate or another third party, GATX may not have control over operational matters, which could
result in actions taken at the affiliate level that may have an adverse economic impact on GATX or otherwise
expose GATX to potential liability.
GATX has significant financial exposure related to the performance of its aircraft engine leasing affiliate
investments.
GATX and Rolls-Royce each own 50% of fourteen domestic and foreign joint venture entities (collectively,
the “RRPF Affiliates”) that own and lease aircraft engines to Rolls-Royce and other owners and operators of com-
mercial aircraft. Through these investments, GATX is exposed to various risks associated with the commercial
aviation industry, including geographic exposure and customer concentrations unique to that industry. Further, the
financial results of the RRPF Affiliates are heavily dependent on the performance of Rolls-Royce, which is both a
major customer of, and a critical supplier of maintenance services to, the RRPF Affiliates. The RRPF Affiliates are
significant contributors to GATX’s consolidated segment profit. If the financial or operating performance of the
RRPF Affiliates were to deteriorate, GATX’s results of operations and cash flows could be negatively affected.
GATX may be affected by climate change or market or regulatory responses to climate change.
Changes in laws, rules and regulations, or actions by authorities under existing laws, rules or regulations, to
address greenhouse gas emissions and climate change could have a negative impact on the Company’s customers
and business. For example, restrictions on emissions could significantly increase costs for GATX customers who
produce energy or manufacture chemical or other products that require significant amounts of energy to produce.
This, in turn, could reduce customer demand to lease the Company’s assets. New government regulations could
also increase marine and other operating costs for GATX or its joint venture entities, or could require significant
capital expenditures to comply. All or any of these potential consequences of climate change could have an
adverse effect on the Company’s financial position, results of operations and cash flows.
A small number of shareholders could significantly influence GATX’s business and affairs.
Based on filings with the U.S. Securities and Exchange Commission and other information available to the
Company, seven shareholders collectively controlled approximately 50% of GATX’s outstanding common stock.
Accordingly, a small number of shareholders could affect matters that require shareholder approval, such as the
election of directors and the approval of significant business transactions.
GATX cannot predict with certainty the impact that inflation or deflation will have on its financial results.
Effects of inflation are unpredictable as to timing and duration and depend on market conditions and economic
factors. Inflation in lease rates as well as inflation in residual values for rail, marine and other equipment has histor-
ically benefited GATX’s financial results. However, these benefits may be offset, in whole or in part, by increases
in the costs for goods and services purchased by GATX, including salaries and wages, health care costs, supplies,
utilities, and maintenance and repair services and materials, as well as increased financing costs. Significant
increases in GATX’s cost of goods and services could adversely impact the Company’s financial performance. A
period of prolonged deflation would have a negative impact on GATX from several perspectives, including lease
rate pricing, residual values and asset remarketing opportunities. These negative impacts of deflation may be offset,
in whole or in part, by decreases in the cost to GATX of goods and services, including those discussed herein.
Unfavorable conditions on the Great Lakes could impact normal business operations, which could result in
increased costs and decreases in revenues.
The success of GATX’s ASC subsidiary is dependent upon its ability to operate efficiently on the Great
Lakes. Disruptions at the Sault St. Marie locks or severe weather conditions, including, but not limited to, high
18
wind and ice formation, could cause significant business interruptions or shortened sailing seasons. Additionally,
low water levels and vessel draft restrictions in certain harbors or canals may restrict the volume that may be
transported in ASC’s vessels on a per trip basis. These conditions could negatively impact GATX’s results of
operations through increased operating costs or decreased revenues.
Many of GATX’s employees are represented by unions, and the failure to successfully negotiate collective
bargaining agreements may result in strikes, work stoppages or substantially higher labor costs.
A significant portion of GATX’s employees are represented by labor unions and work under collective bargain-
ing agreements that cover a range of workplace matters, including wages, health and welfare benefits, work rules
and other issues. Historically, the Company and its unions have been generally successful in negotiating acceptable
agreements without the occurrence of material work stoppages. However, if the Company is unable to negotiate
acceptable new agreements, it could result in strikes by the affected workers, lockouts by the Company, or other
forms of business disruption and increased operating costs due to higher wages or benefits paid to union workers,
any of which could have an adverse effect on the Company’s financial position, results of operations or cash flows.
Changes to assumptions used to calculate post-retirement costs, increases in funding requirements and
investment losses in pension funds could adversely affect GATX’s results of operations.
GATX’s pension and other post-retirement costs are dependent on various assumptions used to calculate such
amounts, including discount rates, long-term return on plan assets, salary increases, health care cost trend rates and
other factors. Changes to any of these assumptions could adversely affect GATX’s financial position and results of
operations. Periods of low interest rates reduce the discount rate used to calculate GATX’s funding obligations,
which may increase GATX’s funding requirements. Additionally, GATX could be required to increase con-
tributions to its pension plans as a result of changes to laws, regulations or rules that increase funding requirements
or to compensate for investment losses in pension plan assets. If GATX were forced to increase contributions to its
pension plans, the Company’s financial position, results of operations and cash flows could be negatively affected.
GATX’s effective tax rate could be adversely affected by changes in the mix of earnings in the U.S. and
foreign countries.
GATX is subject to taxes in the United States and various foreign jurisdictions. As a result, GATX’s effec-
tive tax rate could be adversely affected by changes in the mix of earnings in the United States and foreign coun-
tries with differing statutory tax rates, legislative changes impacting statutory tax rates, including the impact on
recorded deferred tax assets and liabilities, changes in tax laws or by material audit assessments.
United States and global economic and political conditions, including acts or threats of terrorism or war,
could adversely affect GATX.
National and international political developments, instability and uncertainties, including political unrest
and threats of terrorist attacks, could result in global economic weakness in the United States and in other coun-
tries where GATX operates, and could have an adverse impact on GATX. The effects may include: legislation or
regulatory action directed toward improving the security of railcars and marine vessels against acts of terrorism,
which could affect the construction or operation of railcars and marine vessels; a decrease in demand for rail and
marine services; lower utilization of new and existing rail and marine equipment; lower rail lease and marine
charter rates; impairments of rail and marine assets or capital market disruption, which may raise GATX’s
financing costs or limit its access to capital; and liability or losses resulting from acts of terrorism involving
GATX’s assets. Depending upon the severity, scope and duration of these effects, the impact on GATX’s finan-
cial position, results of operations and cash flows could be material.
GATX’s business could be negatively impacted by security threats, including cybersecurity threats, and related
disruptions.
GATX relies on its information technology (“IT”) infrastructure to process, transmit and store electronic
information critical for the efficient operation of its business and day-to-day operations. All IT systems are
potentially vulnerable to security threats, including hacking, viruses and other malicious software, and other
unlawful attempts to disrupt or gain access to such systems. Breaches in GATX’s IT infrastructure could lead to a
19
material disruption in its business, including the theft, destruction, loss, misappropriation or release of con-
fidential data or other business information, and may have a material adverse effect on GATX’s operations,
financial position and results of operations.
GATX’s internal control over financial accounting and reporting may not detect all errors or omissions in the
financial statements.
If GATX fails to maintain adequate internal controls over financial accounting, the Company may not be
able to ensure that GATX can conclude on an ongoing basis that it has effective internal control over financial
reporting in accordance with Section 404 of the Sarbanes-Oxley Act and related regulations. Although GATX’s
management has concluded that adequate internal control procedures are in place, no system of internal control
can provide absolute assurance that the financial statements are accurate and free of error. As a result, the risk
exists that GATX’s internal control may not detect all errors or omissions in the financial statements.
Item 1B. Unresolved Staff Comments
None.
Item 2.
Properties
Information regarding the location and general character of certain properties of GATX is included in
Item 1, “Business”, of this document.
Locations of operations are as follows:
GATX Headquarters
Chicago, Illinois
Railcar Leasing Operations
Business Offices
San Francisco, California
Alpharetta, Georgia
Chicago, Illinois
Paducah, Kentucky
Savage, Minnesota
Bozeman, Montana
Morrill, Nebraska
Hackensack, New Jersey
Holicong, Pennsylvania
Doylestown, Pennsylvania
Monroeville, Pennsylvania
Houston, Texas
Calgary, Alberta
Mississauga, Ontario
Montreal, Quebec
Mexico City, Mexico
Vienna, Austria
Düsseldorf, Germany
Leipzig, Germany
Hamburg, Germany
Warsaw, Poland
New Delhi, India
Moscow, Russia
Item 3.
Legal Proceedings
Major Service Centers
Colton, California
Waycross, Georgia
Hearne, Texas
Red Deer, Alberta
Montreal, Quebec
Moose Jaw, Saskatchewan
Hannover, Germany
Ostróda, Poland
Field Repair Centers
Plantersville, Texas
Sarnia, Ontario
Customer Site Locations
Donaldsonville, Louisiana
Geismar, Louisiana
Cincinnati, Ohio
Catoosa, Oklahoma
Freeport, Texas
Yazoo City, Mississippi
Płock, Poland
Fast Track Service Centers
East Chicago, Indiana
Terre Haute, Indiana
Kansas City, Kansas
Mobile Service Units
Mobile, Alabama
Tampa, Florida
Gray, Georgia
Hammond, Indiana
Sioux City, Iowa
Donaldsonville, Louisiana
Camp Minden, Louisiana
Lake Charles, Louisiana
Morris, Kansas
Columbia, New Jersey
Copperhill, Tennessee
Galena Park, Texas
Olympia, Washington
Edmonton, Alberta
Red Deer, Alberta
Clarkson, Ontario
Sarnia, Ontario
Moose Jaw, Saskatchewan
Montreal, Quebec
Quebec City, Quebec
American Steamship Company
Williamsville, New York
Toledo, Ohio
Portfolio Management
San Francisco, California
Information concerning litigation and other contingencies is described under “Legal Proceedings and Other
Contingencies” in Note 22 to the consolidated financial statements and is incorporated herein by reference.
Item 4. Mine Safety Disclosure
Not applicable.
20
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
GATX common stock is listed on the New York and Chicago Stock Exchanges under ticker symbol GMT.
The approximate number of common shareholders of record as of January 31, 2013, was 2,300. The following
table shows the reported high and low sales price of GATX common shares and the dividends declared per share:
Common Stock
2012
High
2012
Low
2011
High
2011
Low
2012
Dividends
Declared
2011
Dividends
Declared
First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Third quarter
Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$45.50
43.84
45.28
45.99
$39.86
35.52
36.68
39.83
$38.94
42.84
40.30
44.98
$31.95
35.16
29.43
28.90
$0.30
0.30
0.30
0.30
$0.29
0.29
0.29
0.29
For information pertaining to issuable securities under equity compensation plans and the related weighted
average exercise price, see Note 11 to the consolidated financial statements and Item 12, “Security Ownership of
Certain Beneficial Owners and Management and Related Stockholder Matters.” For information regarding
restricted net assets, see Note 8 to the consolidated financial statements.
21
GATX Common Stock Performance Graph
The following GATX Common Stock Performance Graph (the “Performance Graph”) and related
information shall not be deemed “soliciting material” or to be “filed” with the Securities and Exchange
Commission, nor shall such information be incorporated by reference into any future filing under the Securities
Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that the Company specifi-
cally incorporates it by reference into such filing.
The following Performance Graph sets forth a comparison of the cumulative total shareholder return of the
Company’s common stock for the five-year period ending December 31, 2012, with the cumulative total return
of the Standard & Poor’s 500 Composite Stock Price Index (“S&P 500”), the Standard & Poor’s MidCap 400
Index (“MidCap 400”) and Russell 3000 Index for the same period. The Company is not aware of any peer
companies whose businesses are directly comparable to that of GATX and, therefore, the graph below displays
the returns of the MidCap 400 and Russell 3000, both of which are comprised of companies with market capital-
izations similar to GATX. The Performance Graph assumes $100 was invested in GATX common stock and each
of the indices on December 31, 2007, and all dividends were reinvested.
GATX Common Stock Performance Graph
GATX, S&P 500, MidCap 400 and Russell 3000
s
n
r
u
t
e
R
e
v
i
t
a
r
a
p
m
o
C
$150
$125
$100
$75
$50
GATX
S&P 500
MidCap 400
Russell 3000
12/31/07
12/31/08
12/31/09
12/31/10
12/31/11
12/31/12
12/31/08
12/31/09
12/31/10
12/31/11
12/31/12
GATX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S&P 500 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
MidCap 400 . . . . . . . . . . . . . . . . . . . . . . . . . . .
Russell 3000 . . . . . . . . . . . . . . . . . . . . . . . . . .
$87.38
63.45
64.09
63.12
$84.27
79.90
87.73
80.69
$106.70
91.74
110.88
94.15
$135.55
93.67
109.00
95.12
$138.16
108.55
128.38
110.62
22
Item 6.
Selected Financial Data
The following financial information has been derived from GATX’s audited consolidated financial state-
ments. This information should be read in conjunction with “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and the consolidated financial statements and notes thereto included else-
where herein.
Year Ended or at December 31
2012
2011
2010
2009
2008
In millions, except per share data
Results of Operations
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,243.2 $1,191.4 $1,114.0 $1,083.8
29.5
Gain on asset dispositions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
29.0
Share of affiliates’ earnings (pre-tax) . . . . . . . . . . . . . . . . . . . . .
81.4
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income, excluding Tax Adjustments and Other Items* . . . .
94.7
Per Share Data
Basic earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted earnings, excluding Tax Adjustments and Other
79.5
21.6
137.3
133.8
65.8
40.6
110.8
95.0
41.1
38.1
80.8
74.6
2.93
2.88
1.74
1.70
2.39
2.35
1.75
1.72
Items*
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends declared . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Condition
Operating assets and facilities, net of accumulated
2.81
1.20
2.01
1.16
1.59
1.12
1.97
1.12
depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $4,654.4 $4,359.3 $4,133.8 $4,033.3
Investments in affiliated companies . . . . . . . . . . . . . . . . . . . . . .
452.2
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,055.4 5,857.5 5,490.5 5,206.4
971.5 1,016.1
Off balance sheet assets* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
70.8
115.6
Long-term debt and capital lease obligations . . . . . . . . . . . . . . . 3,294.3 3,518.5 3,060.9 2,842.0
Shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,244.2 1,127.3 1,113.7 1,102.6
Other Data
Average number of common shares and common share
887.1
28.6
884.5
273.6
502.0
513.8
486.1
equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
48.8
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . $ 370.2 $ 306.8 $ 243.7 $ 267.0
Portfolio proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 288.9 $ 154.1 $
67.9
Portfolio investments and capital additions . . . . . . . . . . . . . . . . $ 770.0 $ 614.6 $ 585.1 $ 480.4
3.1
Recourse leverage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7.3%
ROE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8.5%
. . . . . . . . .
ROE, excluding Tax Adjustments and Other Items*
3.2
11.6%
11.3%
3.3
7.3%
6.7%
3.4
9.9%
8.5%
84.3 $
47.6
47.2
47.0
$1,270.9
81.5
90.6
194.8
174.9
4.09
3.88
3.49
1.08
$3,921.6
399.3
5,190.5
1,061.2
125.1
2,684.2
1,124.5
51.0
$ 364.0
$ 156.1
$ 593.1
2.9
17.1%
15.4%
(*)
See Non-GAAP Financial Measures included in Item 7.
23
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
OVERVIEW
Headquartered in Chicago, Illinois, GATX Corporation (“GATX” or the “Company”) leases, operates,
manages and remarkets long-lived, widely-used assets, primarily in the rail and marine markets. GATX also
invests in joint ventures that complement existing business activities. In 2012, the Company modified the
composition of its reportable segments to reflect an increasing focus on international growth and related changes
in its management structure. As a result, the Company now reports financial results through four primary busi-
ness segments: Rail North America, Rail International, American Steamship Company (“ASC”) and Portfolio
Management. All segment information is presented on this basis. General information and characteristics of
GATX, including reporting segments, is included in Item 1, “Business”, of this document.
The following discussion and analysis should be read in conjunction with the audited financial statements
included herein. This “Management’s Discussion and Analysis of Financial Condition and Results of Oper-
ations” 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.
24
DISCUSSION OF OPERATING RESULTS
The following table presents a summary of GATX’s reporting segments and consolidated financial results
(in millions, except per share data):
Revenues
Rail North America . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rail International . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ASC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Portfolio Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Segment Profit
Rail North America . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rail International . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ASC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Portfolio Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Segment Profit
Less:
Selling, general and administrative expense . . . . . . . . . . . . . . . . . . . . . .
Unallocated interest expense, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other, including eliminations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income Taxes (including $2.0, $8.2 and $9.6 for 2012, 2011 and 2010,
respectively, related to affiliates’ earnings) . . . . . . . . . . . . . . . . . . . . .
Net income, excluding Tax Adjustments and Other Items . . . . . . . . . . .
Diluted earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted earnings per share, excluding Tax Adjustments and Other Items
Return on equity (“ROE”) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ROE, excluding Tax Adjustments and Other Items . . . . . . . . . . . . . . . . .
Investment Volume . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012 Summary
Years Ended December 31
2011
2010
2012
$ 765.3
167.7
243.4
66.8
$ 742.4
168.3
216.4
64.3
$ 720.0
147.5
189.4
57.1
$1,243.2
$1,191.4
$1,114.0
$ 209.3
32.7
37.5
50.2
$ 172.7
60.7
27.3
47.6
$ 120.1
30.5
28.6
48.7
329.7
308.3
227.9
160.2
5.4
(1.3)
155.3
4.5
0.3
134.8
3.5
(7.8)
28.1
37.4
$
$ 133.8
2.88
2.81
11.6%
11.3%
95.0
2.35
2.01
9.9%
8.5%
$
$
16.6
80.8
74.6
1.72
1.59
7.3%
6.7%
$ 770.0
$ 614.6
$ 585.1
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 137.3
$ 110.8
• Net income for 2012 was $137.3 million, or $2.88 per diluted share, compared to $110.8 million, or $2.35
per diluted share, for 2011 and $80.8 million, or $1.72 per diluted share, for 2010. Results for 2012, 2011
and 2010 included Tax Adjustments and Other Items of $3.5 million, $15.8 million and $6.2 million,
respectively (see Non-GAAP Financial Measures for further details). Excluding the impact of these items,
net income in 2012 was $133.8 million, an increase of 40.8%, or $38.8 million, from 2011; and net income
in 2011 was $95.0 million, an increase of 27.3% or 20.4 million, from 2010. The increase in 2012 was
primarily driven by higher Rail North America lease rates, increased asset remarketing income and lower
Rail North America maintenance costs due to fewer service events resulting from high lease renewal success.
The increase in 2011 was primarily driven by higher Rail North America lease income, higher asset
remarketing income and higher scrapping gains, partially offset by higher selling, general and administrative
expense.
25
• Total investment volume was $770.0 million in 2012, compared to $614.6 million in 2011 and $585.1
million in 2010.
Segment Operations
Segment profit is an internal performance measure used by the Chief Executive Officer to assess the per-
formance of each segment in a given period. Segment profit includes all revenues, pre-tax earnings from affili-
ates and net gains on asset dispositions that are attributable to the segments as well as expenses that management
believes are directly associated with the financing, maintenance and operation of the revenue earning assets.
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 North America, Rail International, ASC and Portfolio Management are set at 5:1,
2:1, 1.5:1 and 3:1, respectively. Management believes that by utilizing this leverage and interest expense alloca-
tion methodology, each operating segment’s financial performance reflects appropriate risk-adjusted borrowing
costs.
RAIL NORTH AMERICA
Segment Summary
Rail North America continued to experience improved demand for tank cars, which led to improved lease
rate pricing and lengthening of lease terms. The weighted average lease renewal rate on cars in the GATX Lease
Price Index (the “LPI”, see definition below) increased 25.6% from the weighted average expiring lease rate,
compared to an increase of 6.9% in 2011 and a decrease of 15.8% in 2010. Lease terms on renewals for cars in
the LPI averaged 60 months in 2012, compared to 45 months in 2011 and 35 months in 2010. During 2012, an
average of 107,255 railcars were on lease compared to 107,320 in 2011. Utilization was 97.9% at the end of
2012, compared to 98.2% at the end of 2011. In 2013, leases for approximately 20,500 railcars will expire, of
which approximately 3,500 have already been renewed. In general, GATX expects strong renewal success at
higher lease rates, particularly for tank cars. However, cars that serve the coal and grain markets, of which
approximately 3,800 have leases expiring in 2013, are presently experiencing weak demand and these cars will
be difficult to re-lease at existing terms and rates. Rail North America also anticipates a material increase in
maintenance expense in 2013 and 2014 due to the number of tank cars that are scheduled to undergo required
regulatory maintenance.
GATX continues to pursue prudent investment opportunities in North America. In 2011, GATX entered into
a purchase agreement for 12,500 railcars to be delivered in North America ratably over five years, the largest
such commitment in GATX’s history. In 2013, Rail North America expects to take delivery of approximately
2,750 new railcars. In addition, Rail North America expects to add other selected assets to its fleet, although ris-
ing asset prices may impact the level of investment spending.
26
Rail North America’s segment results are summarized below (in millions):
Years Ended December 31
2012
2011
2010
Revenues
Lease revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 713.9
51.4
$ 690.9
51.5
$ 671.5
48.5
Total Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
765.3
742.4
720.0
Expenses
Maintenance expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating lease expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other operating expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Income (Expense)
Net gain on asset dispositions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other (expense) income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . .
Share of affiliates’ earnings (pre-tax)
201.4
167.7
126.5
18.5
514.1
206.1
162.5
130.9
18.8
518.3
205.5
158.6
139.1
24.2
527.4
58.6
(101.9)
(5.1)
6.5
52.1
(101.7)
(5.7)
3.9
29.6
(103.8)
(5.5)
7.2
Segment Profit
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 209.3
$ 172.7
$ 120.1
Investment Volume . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 465.9
$ 280.5
$ 367.1
Components of Rail North America lease income for the years ended December 31 are outlined below (in
millions):
2012
2011
2010
North American railcars . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Locomotives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$680.0
33.9
$654.9
36.0
$637.2
34.3
$713.9
$690.9
$671.5
27
Lease Price Index
The GATX Lease Price Index is an internally generated business indicator that measures general lease rate
pricing on renewals within the Rail’s North America fleet. The index reflects the weighted average lease rate for
a select group of railcar types that Rail North America believes to be representative of its overall 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.
Lease Price Index
25.6%
60
6.9%
45
35
-15.8%
)
s
h
t
n
o
m
(
m
r
e
T
l
a
w
e
n
e
R
g
v
A
70
65
60
55
50
45
40
35
30
25
20
e
g
n
a
h
C
e
t
a
R
e
s
a
e
L
l
a
w
e
n
e
R
g
v
A
30.0%
20.0%
10.0%
0.0%
-10.0%
-20.0%
2010
2011
2012
Average Renewal Lease Rate Change
Average Renewal Lease Term
28
Rail North America Fleet Data
The following table summarizes fleet activity for Rail North America railcars for the years indicated:
2012
2011
2010
Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cars added . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cars scrapped . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cars sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
109,070
4,572
(2,045)
(2,046)
111,389
2,873
(3,363)
(1,829)
110,870
5,448
(3,539)
(1,390)
Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Utilization rate at year end . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Active railcars at year end . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Average (monthly) active railcars . . . . . . . . . . . . . . . . . . . . . . . . . . .
109,551
109,070
111,389
97.9%
98.2%
97.4%
107,216
107,255
107,075
107,320
108,447
105,483
Rail North America Fleet
e
z
i
S
t
e
e
l
F
120,000
110,000
100,000
90,000
80,000
70,000
60,000
100.0%
97.5%
95.0%
92.5%
90.0%
n
o
i
t
a
z
i
l
i
t
U
2008
2009
2010
2011
2012
Active Fleet
Idle
Fleet Utilization
The following table summarizes fleet activity for Rail North America locomotives for the years indicated:
2012
2011
2010
Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Locomotives added . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Locomotives scrapped or sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
572
50
(61)
529
550
28
21
(6) —
Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Utilization rate at year end . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Active locomotives at year end . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Average (monthly) active locomotives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Comparison of Year Ended December 31, 2012 to Year Ended December 31, 2011
Segment Profit
550
561
572
98.6% 98.1% 97.6%
561
553
553
549
537
516
Rail North America’s segment profit was $209.3 million in 2012 compared to $172.7 million in 2011. The
2011 results included $5.5 million of income related to a leveraged lease adjustment attributable to changes in the
timing of the taxable income associated with a leveraged lease structure upon settlement of an IRS audit. Exclud-
ing the effect of this item, segment profit increased $42.1 million, primarily due to higher lease income and gains
on asset dispositions combined with lower maintenance expense.
29
Revenues
Lease income increased $23.0 million, primarily due to higher lease rates in the current year, as the average
number of cars on lease approximated the prior year. Partially offsetting the increase was the absence of the
aforementioned leveraged lease adjustment.
Expenses
Maintenance expense decreased $4.7 million, primarily due to fewer service events resulting from high
lease renewal success. Depreciation increased $5.2 million, primarily due to investment activity. Operating lease
expense decreased $4.4 million, primarily due to the expiration of leases in the prior year for which the under-
lying railcars were re-acquired.
Other Income (Expense)
Net gain on asset dispositions increased $6.5 million, primarily due to an $11.1 million fee received on the
early termination of a residual value guarantee, partially offset by lower scrapping gains due to fewer railcars
scrapped at lower scrap rates. Share of Affiliates’ earnings increased $2.6 million, primarily due to asset
remarketing gains at the Adler affiliate in 2012.
Investment Volume
During 2012, Rail North America acquired approximately 4,660 railcars compared to 2,650 railcars in 2011.
Comparison of Year Ended December 31, 2011 to Year Ended December 31, 2010
Segment Profit
Rail North America’s segment profit was $172.7 million in 2011 compared to $120.1 million in 2010. The
2011 results included $5.5 million of income related to the leveraged lease adjustment. Excluding the effect of
this item, segment profit increased $47.1 million, primarily due to higher lease income and gains on asset dis-
positions combined with lower expenses.
Revenues
Lease income increased $19.4 million in 2011, of which $5.5 million related to the aforementioned lever-
aged lease adjustment. The remaining variance was primarily due to an average of approximately 1,800 more
railcars on lease in 2011. Other income increased $3.0 million, primarily due to higher revenue from third party
and customer liability repairs, partially offset by the absence of income from an end-of-lease settlement received
in 2010.
Expenses
Maintenance expense in 2011 approximated the prior year as higher costs from railcar conversion programs
and locomotive maintenance were substantially offset by lower costs at the Company’s owned service facilities.
Depreciation increased $3.9 million in 2011, primarily due to investment activity. Operating lease expense
decreased $8.2 million, primarily due to leases that expired in 2011 for which the underlying railcars were re-
acquired. Other operating expense decreased $5.4 million, primarily due to lower storage and switching fees
resulting from the increase in cars on lease.
Other Income (Expense)
Net gain on asset dispositions increased $22.5 million, primarily due to sales of approximately 450 more
railcars in 2011, higher scrapping gains as a result of more railcars scrapped at higher scrap steel rates, and lower
asset impairment charges. In 2010, a $4.8 million charge was recorded due to an Association of American Rail-
roads industry-wide regulatory mandate that resulted in a significant decrease to the expected economic life of
358 aluminum hopper railcars. Interest expense decreased $2.1 million, primarily due to lower interest rates,
partially offset by higher debt balances. Share of affiliates’ earnings decreased $3.3 million, primarily due to an
asset remarketing gain at an affiliate that occurred in 2010.
30
Investment Volume
During 2011, Rail North America acquired approximately 2,650 railcars compared to 5,300 railcars in 2010.
RAIL INTERNATIONAL
Segment Summary
Rail Europe’s wholly-owned tank car fleet exhibited increases in both lease pricing and railcars on lease in
2012, reflective of strong market demand. During 2012, there was an average of 20,461 railcars on lease com-
pared to 19,834 in 2011. Utilization was 95.1% at the end of 2012, compared to 97.1% at the end of 2011. AAE,
which serves the European freight railcar markets, experienced modest improvement in its markets and its fleet
utilization was stable. Rail Europe has commitments to acquire 1,500 newly manufactured railcars to be deliv-
ered in 2013 and 2014 (including cars assembled by Rail Europe).
Rail India commenced operations in 2012, taking delivery of 46 newly manufactured railcars in December,
which have been placed on lease with a customer commencing in 2013.
Rail International’s segment results are summarized below (in millions):
Years Ended December 31
2012
2011
2010
Revenues
Lease revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$161.2
6.5
$160.5
7.8
$141.8
5.7
Total Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
167.7
168.3
147.5
Expenses
Maintenance expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other operating expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Income (Expense)
Net gain (loss) on asset dispositions . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other (expense) income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . .
Share of affiliates’ earnings (pre-tax)
46.6
36.1
5.1
87.8
1.7
(24.5)
(6.1)
(18.3)
52.1
33.6
4.2
89.9
—
(25.4)
7.2
0.5
49.8
30.2
5.1
85.1
(0.6)
(23.3)
(2.0)
(6.0)
Segment Profit
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 32.7
$ 60.7
$ 30.5
Investment Volume . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$200.1
$140.8
$107.5
31
The following table summarizes fleet activity for Rail International railcars for the years indicated:
2012
2011
2010
Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cars added . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cars scrapped or sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20,927
1,582
(669)
20,432
841
(346)
20,033
662
(263)
Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Utilization rate at year end . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Active railcars at year end . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Average (monthly) active railcars . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21,840
20,927
20,432
95.1%
97.1%
95.7%
20,763
20,465
20,321
19,834
19,554
19,249
Rail International Fleet
e
z
i
S
t
e
e
l
F
24,000
22,000
20,000
18,000
16,000
14,000
12,000
100.0%
97.5%
95.0%
92.5%
90.0%
n
o
i
t
a
z
i
l
i
t
U
2008
2009
2010
2011
2012
Active Fleet
Idle
Fleet Utilization
Comparison of Year Ended December 31, 2012 to Year Ended December 31, 2011
Segment Profit
Rail International’s segment profit was $32.7 million in 2012 compared to $60.7 million in 2011. The 2012
results included losses of $22.9 million related to certain interest rate swaps at AAE compared to gains of $0.3
million in 2011. Segment profit in 2011 also included $3.2 million from the favorable resolution of a litigation
matter. Excluding the effect of these items from each period, Rail International’s segment profit decreased $1.6
million, primarily due to the unfavorable foreign exchange impact of a stronger U.S. dollar during 2012 and the
unfavorable remeasurement of an embedded foreign currency derivative, partially offset by lower maintenance
expense and higher operating income at AAE.
AAE holds multiple interest rate swaps intended to hedge interest rate risk associated with existing and
forecasted floating rate debt issuances. Some of these swaps do not qualify for hedge accounting and as a result,
changes in their fair values are recognized currently in income. Unrealized gains and losses resulting from these
changes are primarily driven by changes in the underlying benchmark interest rates. AAE’s earnings may be
impacted by future gains or losses associated with these swaps. Unrealized losses in 2012 were $9.4 million and
unrealized gains in 2011 were $0.3 million. Additionally, in 2012, AAE refinanced a portion of its debt and
terminated an associated swap at a loss. GATX’s portion of the loss was $13.5 million, which was included in
share of affiliates’ earnings.
Revenues
Lease income increased $0.7 million, primarily due to an average of approximately 630 more railcars on
lease at higher lease rates, substantially offset by the foreign exchange rate effects of a stronger U.S. dollar. Other
income decreased $1.3 million, primarily due to lower revenue from customer liability repairs.
32
Expenses
Maintenance expense decreased $5.5 million, primarily due to the foreign exchange effects of a stronger
U.S. dollar. Depreciation increased $2.5 million, primarily due to investment activity, including capitalized
wheelsets in Europe, partially offset by the foreign exchange effects of a stronger U.S. dollar.
Other Income (Expense)
Net gain on asset dispositions increased $1.7 million, primarily due to higher scrapping gains as a result of
more railcars and wheelsets being scrapped. Interest expense decreased $0.9 million, as interest income on cash
deposits more than offset the effect of higher expenses from increased debt levels. Other expense increased $13.3
million of which $3.2 million was due to the favorable resolution of a litigation matter in Europe in 2011. The
remaining variance was primarily due to the unfavorable remeasurement of an embedded foreign currency
derivative (related to certain non-functional currency lease contracts) and higher legal defense costs. Excluding
the impact of the interest rate swaps at AAE from each period, affiliates’ earnings increased $4.4 million, primar-
ily due to higher operating income at AAE, which included lower depreciation expense of $6.2 million due to a
change in railcar depreciation policy enacted in 2012 that extended depreciable lives and increased estimated
salvage values.
Investment Volume
During 2012, Rail International acquired 1,580 railcars compared to 840 railcars in 2011.
Comparison of Year Ended December 31, 2011 to Year Ended December 31, 2010
Segment Profit
Rail International’s segment profit was $60.7 million in 2011, an increase of $30.2 million from 2010. The
2011 results include unrealized gains of $0.3 million representing the change in the fair value of the AAE interest
rate swaps and $3.2 million from the favorable resolution of a litigation matter. The 2010 results included unreal-
ized losses of $10.4 million related to the AAE interest rate swaps. Excluding these items from each period,
segment profit increased $16.3 million, primarily due to higher lease income, the favorable foreign exchange
impact of a weaker average U.S. dollar in 2011 and the favorable remeasurement of an embedded foreign cur-
rency derivative.
Revenues
Lease income increased $18.7 million, primarily due to an average of approximately 585 more railcars on
lease, higher lease rates, and the foreign exchange rate effects of a weaker U.S. dollar. Other income increased
$2.1 million, primarily due to higher revenue from compensation for damaged railcars.
Expenses
Maintenance expense increased $2.3 million, primarily due to higher volumes of underframe and tank
revisions, partially offset by lower current repairs and a fewer number of wheelsets expensed. Depreciation
increased $3.4 million, primarily due to investment activity, including capitalized wheelsets. Other operating
expense decreased $0.9 million, primarily due to lower storage and miscellaneous operating costs.
Other Income (Expense)
Net gain on asset dispositions increased $0.6 million, primarily due to gain on sale of locomotives in 2011.
Interest expense increased $2.1 million, primarily due to higher debt balances resulting from investment activity.
Other expense decreased $9.2 million, primarily due to the favorable settlement of a litigation matter in 2011, the
favorable fair value adjustment of an embedded foreign currency derivative in 2011, and net remeasurement
gains on non-functional currency assets and liabilities in 2011 compared to net losses in 2010. Excluding the
impact of the interest rate swaps at AAE from each period, affiliates’ earnings decreased $4.2 million, primarily
due to a 2011 charge related to a bankrupt customer and the absence of a favorable maintenance reserve adjust-
ment in 2010, both at AAE.
33
Investment Volume
During 2011, Rail International acquired 840 railcars compared to 650 railcars in 2010.
International Railcar Regulatory Matters
Consistent with changes in European railcar industry practices and regulatory directives announced after the 2009
accident in the city of Viareggio, Italy, GATX Rail Austria GmbH (an indirect subsidiary of the Company, “GATX
Rail Austria”) and its subsidiaries have implemented a modified wheelset maintenance and inspection program, which
includes the installation of new wheelsets in certain cases. Future industry actions and regulatory directives may
require further modifications of the maintenance and inspection practices of GATX Rail Austria and its subsidiaries.
GATX Rail Austria and its subsidiaries will continue to incur higher maintenance expenses and capital costs over the
next several years as implementation of the wheelset program continues. It is expected that the wheelset maintenance
and inspection program will lead to higher future depreciation expense, but lower maintenance costs. The complete
scope and cost of any potential future maintenance initiatives, in addition to those implemented as part of the modified
wheelset maintenance and inspection program, are not fully known at this time. The Company does not currently
expect that the costs associated with the modified wheelset maintenance and inspection program and other potential
initiatives will be material to the Company’s financial position, liquidity or results of operations.
Segment Summary
ASC
Demand for ASC’s services remained strong throughout 2012, driven by the continued recovery in steel
manufacturing and the associated demand for iron ore. In mid-2011, a work stoppage resulting from a strike by
the licensed crew members represented by the American Maritime Officers (AMO) union resulted in lost tonnage
and incremental expenses for vessel lay-up and non-productive labor costs. In late 2011, ASC executed a new
five-year collective bargaining agreement with the AMO that was ratified by the workers in early 2012. ASC
carried a total of 29.7 million net tons of freight and deployed 14 vessels in 2012 compared to 28.4 million net
tons and 14 vessels in 2011. Shipping volumes are expected to decrease slightly in 2013. Additionally, record
low water levels on the Great Lakes may negatively impact ASC’s operations.
ASC’s segment results are summarized below (in millions):
Years Ended December 31
2012
2011
2010
Revenues
Lease revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Marine operating revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
4.3
239.1
$
4.2
212.2
$
4.1
185.3
Total Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
243.4
216.4
189.4
Expenses
Maintenance expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Marine operating expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating lease expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other operating expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Income (Expense)
Net gain on asset dispositions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other (expense) income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21.7
160.3
11.9
3.8
(0.3)
197.4
—
(7.1)
(1.4)
19.4
151.7
11.3
—
—
182.4
12.9
129.1
10.7
—
—
152.7
1.1
(7.7)
(0.1)
—
(8.3)
0.2
Segment Profit
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 37.5
$ 27.3
$ 28.6
Investment Volume . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 12.6
$ 17.4
$
9.0
34
Tonnage by Commodity
40,000
30,000
20,000
10,000
)
0
0
0
(
s
n
o
T
t
e
N
-
6,000
5,000
4,000
3,000
2,000
1,000
-
s
y
a
D
g
n
i
t
a
r
e
p
O
2010
2011
2012
Iron Ore
Coal
Limestone Aggregate
Other
Operating Days
Comparison of Year Ended December 31, 2012, to Year Ended December 31, 2011
Segment Profit
ASC’s segment profit for 2012 was $10.2 million higher primarily due to higher iron ore freight volumes
and rates, and the absence of the negative impacts of the labor work stoppage in the prior year.
Revenues
Marine operating revenue increased $26.9 million primarily due to higher freight volumes, particularly iron
ore, as well as higher freight rates and fuel surcharges. In accordance with certain contract provisions, ASC is
able to recover a large portion of fuel cost increases from its customers.
Expenses
Maintenance expense increased $2.3 million, primarily due to higher repairs on several vessels. Marine
operating expenses were $8.6 million higher than the prior year. Higher fuel and wage costs in 2012, primarily
due to more vessels operating, were substantially offset by the absence of costs related to the labor work stoppage
in the prior year. Operating lease expense in 2012 relates to the inception of the lease for ASC’s new tug-barge
vessel.
Other Income (Expense)
In 2011, a gain of $1.1 million was recognized upon the return of a vessel at the end of its lease term. Inter-
est expense was lower due to lower rates and the absence of interest on the expired capital lease. Other expenses
in the current year primarily consisted of reserves and settlements for ongoing asbestos-related litigation matters.
Investment Volume
ASC’s investments for each year primarily consisted of structural and mechanical upgrades to its vessels.
35
Comparison of Year Ended December 31, 2011, to Year Ended December 31, 2010
Segment Profit
ASC’s segment profit for 2011 was $1.3 million lower than the prior year, primarily due to higher main-
tenance costs as well as incremental expenses related to the aforementioned work stoppage. ASC operated
14 vessels during 2011 compared to 13 vessels during 2010.
Revenues
Marine operating revenues increased $26.9 million in 2011 due to a combination of higher freight rates, a
favorable mix of freight volume and higher fuel surcharges, which offset higher fuel costs. While total net tons
carried in 2011 of 28.4 million represented a slight increase of 0.4 million, or 1.4%, from 2010, volume of iron
ore, a higher margin commodity, increased 2.4 million net tons.
Expenses
Maintenance expense was $6.5 million higher than the prior year, primarily due to more extensive winter
work and more vessels operating. Marine operating expenses increased $22.6 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.
Other Income (Expense)
In 2011, a gain of $1.1 million was recognized upon the return of a vessel at the end of its lease term. Inter-
est expense was lower due to lower rates and lower capital lease interest.
ASC Regulatory Issues
On December 8, 2011, the United States Environmental Protection Agency (the “EPA”) published for
comment a new draft Vessel General Permit (“VGP”) under the Clean Water Act (“CWA”) that would establish
numeric effluent limits for the discharge of living organisms in ballast water for certain commercial vessels. The
limits are based on the International Maritime Organization standard. This draft VGP will replace the current
VGP issued in December 2008 that will expire on December 19, 2013. The completed draft VGP is under review
by the Congressional Office of Management and Budget and the EPA has stated that it intends to publish the
final VGP by March 15, 2013, with an effective date of December 19, 2013.
Once approved, the new VGP will not impose numeric treatment limits for ballast water discharges on exist-
ing Great Lakes bulk carrier vessels built before January 1, 2009, that operate exclusively in the Great Lakes
upstream of the Welland Canal (the “Exempt Vessels”), essentially exempting all but one of ASC’s vessels.
However, the new VGP imposes best management practices for the management of ballast water discharges for
Exempt Vessels that are substantially similar to those in the current VGP. The new VGP will include revised
state specific ballast water treatment standards as allowed by the Section 401 certification process of the CWA.
The EPA has proposed a staggered implementation schedule for non-Exempt Vessels to achieve the treat-
ment limits of the new VGP. Non-Exempt Vessels must meet the standards at the time of their first drydocking
after January 1, 2014, or January 1, 2016, (depending upon vessel size). New vessels constructed after January 1,
2012, that are subject to the treatment limits, must meet those limits upon entering waters of the United States
following the effective date of the new VGP.
PORTFOLIO MANAGEMENT
Segment Summary
Portfolio Management focuses on maximizing the value of its existing portfolio of wholly-owned and managed
assets, including identifying opportunities to remarket certain assets. Portfolio Management also seeks to maximize
value from its joint ventures and to selectively invest in domestic marine and container related assets.
36
Portfolio Management’s segment profit was significantly impacted by the contribution of the Rolls-Royce &
Partners Finance companies. The Rolls-Royce & Partners Finance companies (collectively the “RRPF
Affiliates”) are a collection of fourteen 50%-owned domestic and foreign joint ventures with Rolls-Royce plc (or
affiliates thereof, collectively “Rolls-Royce”), a leading manufacturer of commercial aircraft jet engines. Seg-
ment profit includes earnings from the RRPF Affiliates of $44.8 million, $38.6 million and $31.1 million for
2012, 2011 and 2010 respectively. While the RRPF Affiliates are expected to continue to produce strong operat-
ing results and gains from engine sales, marine operations will likely continue to be negatively impacted by
inconsistent demand and vessel overcapacity in the international shipping markets, further pressuring charter
rates. These conditions are expected to affect both wholly-owned and affiliate vessels.
In 2012, GATX’s gas compression equipment leasing affiliate, Enerven Compression, LLC, sold sub-
stantially all of its assets and is in the process of liquidation. In connection with this disposition, GATX recog-
nized an impairment loss of $14.8 million, which is reflected in share of affiliates’ earnings. In 2011, GATX’s
Clipper Fourth affiliates were dissolved. In connection with the dissolutions, GATX contributed $62.1 million,
representing its share of the affiliates’ outstanding debt, took ownership of six chemical parcel tankers with an
aggregate net book value of $88.8 million and recognized an impairment loss of $5.2 million, which is reflected
in share of affiliates’ earnings.
Portfolio Management’s total asset base was $797.4 million at December 31, 2012 compared to
$846.6 million at December 31, 2011, and $744.4 million at December 31, 2010. The estimated net book value
equivalent of assets managed by Portfolio Management for third parties was $143.2 million at December 31,
2012.
Portfolio Management’s segment results are summarized below (in millions):
Years Ended December 31
2012
2011
2010
Revenues
Lease revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Marine operating revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 37.6
26.4
2.8
$ 44.5
17.8
2.0
$ 43.0
13.1
1.0
Total Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
66.8
64.3
57.1
Expenses
Marine operating expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating lease expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other operating expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Income (Expense)
Net gain on asset dispositions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense, net
Other income (expense) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Share of affiliates’ earnings (pre-tax) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22.1
21.7
0.2
0.9
44.9
19.2
(27.7)
3.4
33.4
13.9
19.1
1.4
4.3
38.7
8.9
17.5
1.4
1.3
29.1
12.6
(29.6)
2.8
36.2
12.1
(28.2)
(0.1)
36.9
Segment Profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 50.2
$ 47.6
$ 48.7
Investment Volume . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 83.5
$172.0
$ 97.4
37
*
s
t
e
s
s
A
d
e
n
w
O
$1,000.0
$800.0
$600.0
$400.0
$200.0
$0.0
Por(cid:3)olio
as of 12/31/12
($ millions)
$350.0
$300.0
$250.0
$200.0
$150.0
$100.0
s
t
e
s
s
A
d
e
g
a
n
a
M
2010
Marine Equipment
Marine Affiliates
Managed Assets
2011
2012
Aircra(cid:2) Engine Leasing Affiliates
Other
* includes off balance sheet assets
Comparison of Year Ended December 31, 2012, to Year Ended December 31, 2011
Segment Profit
Portfolio Management’s segment profit of $50.2 million was $2.6 million higher than the prior year. The
increase was primarily due to higher net gains on asset dispositions, higher earnings from the RRPF Affiliates
and lower operating costs, partially offset by the impairment loss at the Enerven affiliate.
Revenues
Lease income was $6.9 million lower than the prior year, primarily due to the sale of barges and other equip-
ment. Marine operating revenue was $8.6 million higher than prior year, primarily due to a full year of income
from the six vessels received from the former Clipper Fourth affiliates late in 2011. Other income was
$0.8 million higher than prior year, primarily due to interest income from new loans.
Expenses
Marine operating expense increased $8.2 million and depreciation expense increased $2.6 million, both primar-
ily due to a full year of expense for the six vessels. Operating lease expense decreased $1.2 million, primarily due to
the sale of barges at the end of the prior year and the early termination of a lease in the current year. Other operating
expense decreased $3.4 million, primarily due to a $2.6 million decrease in other operating costs for owned and
pooled barges and higher reversals of provisions for losses, which were $1.2 million in 2012 and $0.4 million in
2011. In 2012, a reversal was recorded upon the sale of a non-performing leveraged lease investment.
Other Income (Expense)
Net gains on asset dispositions increased $6.6 million, primarily due to a $5.3 million residual sharing fee
from a sale in the managed portfolio and lower asset impairment charges, partially offset by a $2.1 million
decrease in gains on the sale of owned equipment. Impairment charges in 2011 were primarily related to further
impairments of a corporate aircraft on lease and a helicopter held for sale. Interest expense decreased
$1.9 million, primarily due to lower rates.
38
Share of affiliates’ earnings was $2.8 million lower than the prior year. The variance was significantly
impacted by impairment losses and remarketing gains in each year. Earnings in 2012 included impairments and
operating losses from the Enerven affiliate of $18.9 million and earnings of $44.8 million from the RRPF Affili-
ates, including $16.7 million of asset remarketing income. Earnings in 2011 included operating and impairment
losses from the Clipper Fourth affiliates of $8.5 million, operating losses from the Enerven affiliate of
$3.2 million and earnings from the RRPF Affiliates of $38.6 million, including $9.7 million of asset remarketing
income.
Investment Volume
Investment volume in 2012 primarily consisted of $37.0 million in barges and other marine equipment,
$29.7 million of investments in affiliates, and $14.9 million in container assets. Investment volume in 2011 pri-
marily consisted of $113.4 million of investments in affiliates, $31.9 million in senior secured loans and
$26.0 million in barges. The 2011 affiliate investments included $62.1 million related to the wind-up and dis-
solution of the Clipper Fourth affiliates and $20.4 million related to investments in container assets.
Comparison of Year Ended December 31, 2011, to Year Ended December 31, 2010
Segment Profit
Portfolio Management’s segment profit of $47.6 million in 2011 was $1.1 million lower than 2010. The
decrease was primarily due to higher asset impairment charges and operating expenses in 2011, partially offset
by higher asset remarketing income.
Revenues
Lease income was $1.5 million higher than 2010, primarily due to income from new leases. Marine operat-
ing revenue was $4.7 million higher than 2010, primarily due to income from six vessels acquired from an affili-
ate late in 2011. Other income was $1.0 million higher than 2010, primarily due to interest income from new
loans.
Expenses
Marine operating expense increased $5.0 million and depreciation expense increased $1.6 million from
2010, primarily due to expense from the six acquired vessels. Other operating expense increased $3.0 million,
primarily due to a $1.7 million increase in other operating costs for owned and pooled barges.
Other Income (Expense)
Net gain on asset dispositions increased $0.5 million, primarily due to a $5.6 million increase in disposition
gains on the sale of barges and other equipment in 2011, partially offset by lower residual sharing fees on sales in
the managed portfolio, which were $4.4 million in 2011 and $7.6 million in 2010, and higher asset impairment
charges. Impairment charges in 2010 were primarily related to the impairment of a corporate aircraft on lease.
Charges in 2011 were primarily related to a impairment of the helicopter held for sale, as well as impairments of
the corporate aircraft and an investment fund. Interest expense was $1.4 million higher than 2010, primarily due
to higher average debt balances offset by lower rates. Other income was $2.9 million higher than 2010, primarily
due to gains on the sale of securities and investment fund gains in 2011.
Share of affiliates’ earnings decreased $0.7 million from 2010, primarily due to impairment losses in 2011
at the Clipper Fourth affiliates and lower earnings from the Clipper Third affiliate resulting from the sales of
vessels in each year, partially offset by increased earnings from the RRPF Affiliates. In 2011, the RRPF Affili-
ates contributed earnings of $38.6 million, including $9.7 million of asset remarketing income, compared to
$31.1 million of earnings in 2010, including $3.9 million of asset remarketing income.
39
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):
OTHER
Years Ended December 31
2012
2011
2010
Selling, general and administrative expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unallocated interest expense, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other expense (income) (including eliminations) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$160.2
5.4
(1.3)
$155.3
4.5
0.3
$134.8
3.5
(7.8)
SG&A, Unallocated Interest and Other
In 2012, SG&A of $160.2 million increased $4.9 million, or 3.2%, from 2011. The increase was primarily
due to higher compensation and post-employment benefits expenses offset by lower outside services expenses. In
2011, SG&A of $155.3 million increased $20.5 million, or 15.2%, from 2010. The increase was driven by higher
compensation expenses, IT expenditures and outside services spending. The increases in compensation expense
in 2011 through 2012 were largely attributable to a gradual return to prior staffing levels and historical
compensation practices.
Unallocated interest expense (the difference between external interest expense and amounts allocated to the
reporting segments in accordance with assigned leverage targets) in any year is affected by the Company’s con-
solidated leverage position as well as the timing of debt issuances and segment investments.
Other expense was immaterial for 2012 and 2011. Other expense in 2010 primarily reflected a $6.5 million
benefit from the resolution of a litigation matter and a $1.7 million recovery on a previously impaired money
market fund investment, partially offset by a $2.0 million addition to an environmental liability related to a sold
facility. Eliminations were immaterial for all periods presented.
Consolidated Income Taxes
In 2012, GATX’s effective tax rate was 18.2% compared to 27.1% in 2011 and 11.8% in 2010. The current
year included $15.5 million of previously unrecognized tax benefits resulting from the expiration of the appli-
cable statute of limitations. Additionally, the 2012 tax provision reflected the benefit of the utilization of $13.7
million in foreign tax credits offset by $6.3 million of tax expenses associated with the incremental taxable
income and withholding taxes on foreign dividends repatriated during the year. In 2011, a $4.8 million benefit
was recognized attributable to the reversal of accruals associated with the close of a domestic tax audit. 2010
included a $9.5 million benefit attributable to the reversal of accruals resulting from the close of certain domestic
and foreign tax audits. Excluding the impact of the tax adjustments noted herein, GATX’s effective tax rate was
34.1% in 2012, 31.5% in 2011 and 28.0% in 2010. The difference in effective tax rates was driven by the mix of
domestic and foreign earnings, which are taxed at lower rates.
Separately, income taxes for GATX’s affiliates in 2012, 2011 and 2010 were $2.0 million, $8.2 million and
$9.6 million, respectively. These amounts were favorably impacted by deferred tax benefits of $4.6 million,
$4.1 million and $1.9 million for 2012, 2011 and 2010, respectively, associated with income tax rate reductions
enacted in the United Kingdom.
See Note 12 to the consolidated financial statements for additional information on income taxes.
40
BALANCE SHEET DISCUSSION
Assets
Assets were $6.1 billion at December 31, 2012, compared to $5.9 billion at December 31, 2011. In addition to
assets recorded on its balance sheet, GATX utilized approximately $0.9 billion of off balance sheet assets, primarily
railcars that were financed with operating leases and therefore were not recorded on the balance sheet. The off bal-
ance sheet assets represent the estimated present value of GATX’s committed future operating lease payments.
The following table presents assets by segment as of December 31 (in millions):
Rail North America . . . . . . . . . . . . . . . . . . . . . . . .
Rail International . . . . . . . . . . . . . . . . . . . . . . . . . .
ASC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Portfolio Management . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
On
Balance
Sheet
$3,601.1
1,105.8
284.2
797.4
266.9
2012
Off
Balance
Sheet
Total
$863.5
$4,464.6
— 1,105.8
305.2
797.4
266.9
21.0
—
—
On
Balance
Sheet
$3,540.2
903.2
276.1
844.0
294.0
2011
Off
Balance
Sheet
$884.5
—
—
2.6
—
Total
$4,424.7
903.2
276.1
846.6
294.0
$6,055.4
$884.5
$6,939.9
$5,857.5
$887.1
$6,744.6
Gross Receivables
Receivables of $361.3 million at December 31, 2012, decreased $80.7 million from December 31, 2011,
primarily due to the sale of leveraged lease investments in 2012.
Allowance for Losses
The purpose of the allowance is to provide an estimate of credit losses inherent in reservable assets. Reser-
vable assets are divided into two categories: rent and other receivables, which represent short-term trade billings,
and loans and finance lease receivables. Reserves for rent and other receivables are based on historical loss expe-
rience and judgments about the impact of present economic conditions, collateral values, and the state of the
markets in which GATX operates. In addition, GATX may establish specific reserves for known troubled
accounts. Reserve estimates for loans and finance lease receivables are generally evaluated on a customer
specific basis, considering the same factors as rent and other receivables as well as a regular assessment of each
customer’s specific credit situation. Amounts are charged against the allowance when they are deemed to be
uncollectible. There were no material changes in estimation methods or assumptions for the allowance during
2012. GATX believes that the allowance is adequate to cover losses inherent in its reservable assets as of
December 31, 2012. Since the allowance is based on judgments and estimates, actual losses incurred may differ
from the estimate.
As of December 31, 2012, general allowances for trade receivables were $3.4 million, or 3.9% of rent and
other receivables, compared to $2.8 million, or 3.7%, at December 31, 2011. Specific allowances for finance
leases were $1.2 million at December 31, 2012, compared to $9.0 million at December 31, 2011. The decrease in
specific allowances was primarily related to the sale of a non-performing leveraged lease investment.
The following summarizes changes in GATX’s allowance for losses as of December 31 (in millions):
2012
2011
Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Reversal) provision for losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Charges to allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Recoveries and other, including foreign exchange adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$11.8
(0.6)
(7.8)
1.2
$11.6
0.2
(0.5)
0.5
Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 4.6
$11.8
41
Operating Assets and Facilities
Net operating assets and facilities increased $295.1 million from 2011. The increase was primarily due to
new investments of $709.8 million and foreign exchange rate effects of $34.8 million, partially offset by
depreciation expense of $242.0 million, dispositions of $127.4 million and sale-leasebacks of $79.4 million.
Investments in Affiliated Companies
Investments in affiliated companies decreased $11.8 million in 2012, primarily due to dividend and capital
distributions of $65.7 million, partially offset by new investments of $29.7 million, and equity earnings of
$21.6 million.
The following table shows GATX’s investment in affiliated companies by segment as of December 31
(in millions):
Rail North America . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rail International . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Portfolio Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012
2011
$ 46.9
77.2
377.9
$ 54.0
88.2
371.6
$502.0
$513.8
See Note 6 to the consolidated financial statements for additional information about investments in affiliated
companies.
Goodwill
In 2012 and 2011, changes in the balance of GATX’s goodwill, all of which is attributable to the Rail
North America and Rail International segments, resulted solely from changes in foreign currency exchange rates.
GATX tested its goodwill for impairment in the fourth quarter of 2012 and no impairment was indicated.
Debt
Total debt increased $20.8 million from the prior year, primarily due to long-term debt issuances of
$448.8 million and net borrowings of $243.3 million from commercial paper and bank credit facilities, partially
offset by scheduled maturities and principal payments of $671.2 million.
The following table sets forth the details of GATX’s long-term debt issuances in 2012 ($ in millions):
Type of Debt
Term
Interest Rate
Principal Amount
Recourse Unsecured . . . . . . . . . . . . . . . . . . . . . . .
Recourse Unsecured . . . . . . . . . . . . . . . . . . . . . . .
Recourse Unsecured . . . . . . . . . . . . . . . . . . . . . . .
Recourse Unsecured . . . . . . . . . . . . . . . . . . . . . . .
10.0 Years
5.0 Years
7.3 Years
5.5 Years
4.75% Fixed
1.88% Floating*
2.47% Floating*
2.25% Floating*
$250.0
100.0
63.8
35.0
$448.8
(*) Reflects interest rate at December 31, 2012
42
The following table summarizes the carrying value of GATX’s debt by major component, including off
balance sheet debt, as of December 31, 2012 (in millions):
Secured
Unsecured
Total
Commercial paper and borrowings under bank credit facilities . . .
Recourse debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Nonrecourse debt
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital lease obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
— $ 273.6
2,859.0
—
—
293.4
130.6
11.3
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance sheet debt
Recourse off balance sheet debt* . . . . . . . . . . . . . . . . . . . . . . . . . .
Nonrecourse off balance sheet debt* . . . . . . . . . . . . . . . . . . . . . . .
435.3
730.1
154.4
3,132.6
—
—
$ 273.6
3,152.4
130.6
11.3
3,567.9
730.1
154.4
$1,319.8
$3,132.6
$4,452.4
(*) Off balance sheet debt represents the estimated present value of committed operating lease payments and is
equal to the amount reported as off balance sheet assets.
Equity
Total equity increased $116.9 million from the prior year, primarily due to $137.3 million of net income,
$14.1 million from the effects of share based compensation, $11.7 million of unrealized gains on derivatives and
$25.0 million of foreign currency translation adjustments due to the balance sheet effects of a weaker U.S. dollar,
partially offset by $59.1 million of dividends, and $12.4 million from the effect of post-retirement benefit plan
adjustments.
CASH FLOW DISCUSSION
GATX generates a significant amount of cash from its operating activities and proceeds from its investment
portfolio, which is used to service debt, fund portfolio investments and capital additions, and pay dividends. 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 December 31, 2012, GATX had unrestricted cash balances of $234.2 million.
Net Cash Provided by Operating Activities
Net cash provided by operating activities of $370.2 million increased $63.4 million compared to 2011. The
increase was primarily driven by higher Rail North America lease income, ASC segment profit and dividends
from affiliates, as well as changes in working capital.
Portfolio Investments and Capital Additions
loans and capitalized asset
Portfolio investments and capital additions primarily consist of purchases of operating assets, investments in
joint ventures,
improvements. Portfolio investments and capital additions of
$770.0 million increased $155.4 million compared to 2011. The increase was primarily driven by significantly
higher railcar investments. The timing of investments is dependent on purchase commitments, transaction oppor-
tunities and market conditions.
43
The following table presents portfolio investments and capital additions by segment for the years ended
December 31 (in millions):
Rail North America . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rail International
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ASC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Portfolio Management
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012
2011
2010
$465.9
200.1
12.6
83.5
7.9
$280.5
140.8
17.4
172.0
3.9
$367.1
107.5
9.0
97.4
4.1
$770.0
$614.6
$585.1
Portfolio Proceeds
Portfolio proceeds primarily consist of loan and finance lease receipts, proceeds from sales of operating
assets and sales of securities, and capital distributions from affiliates. The increase in proceeds from sales of
operating assets in 2012 compared to 2011 was primarily due to sales of leveraged lease investments and
increased sales of North American railcars and locomotives. The increase in capital distributions from affiliates
in 2012 compared to 2011 was primarily due to the sale of affiliate vessels and railcars.
Portfolio proceeds were as follows for the years ended December 31 (in millions):
Finance lease rents received, net of earned income and leveraged lease
nonrecourse debt service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loan principal received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sales of operating assets . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other investment distributions and sales of securities . . . . . . . . . . . . . . . .
Capital distributions from affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other portfolio proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012
2011
2010
$ 13.8
4.2
235.3
3.7
30.6
1.3
$ 24.1
2.2
114.8
0.2
6.1
6.7
$288.9
$154.1
$12.6
––
47.3
0.1
18.1
6.2
$84.3
Other Investing Activity
Proceeds from sales of other assets for all periods primarily related to the scrapping of railcars. In 2012 and 2010,
Rail North America completed sale-leasebacks for 1,062 and 947 railcars, respectively. In 2012, 2011 and 2010, Rail
North America acquired 47, 2,721 and 292 railcars, respectively, that were previously leased-in. Other investing activ-
ity in 2010 consisted of recoveries from a money market fund investment that became illiquid in 2008.
GATX’s restricted cash primarily includes contractually required amounts maintained for six wholly-owned
bankruptcy-remote, special-purpose corporations (“SPCs”) and prior to 2012, escrowed funds subject to a litigation
matter in Europe. The SPCs were formed in prior years to finance railcars on a structured, nonrecourse basis. Changes
in restricted cash largely represent the aggregate net change in the cash of these entities resulting from operating and
financing activities. Additionally, in 2011, approximately $8 million of restricted cash was disbursed upon the settle-
ment of the litigation matter in Europe and in 2010, $30.5 million in one-time contributions were made to the SPCs.
The contributions are expected to limit payment shortfalls in the future, thus preventing related interest and penalties
that might otherwise be incurred under the terms of the applicable financing arrangements.
44
Other investing activity was as follows for the years ended December 31 (in millions):
Purchases of leased-in assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sales of other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sale-leasebacks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net decrease (increase) in restricted cash . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012
2011
2010
$ (1.3)
28.4
104.9
5.5
—
$(61.1)
42.2
—
21.4
—
$ (5.3)
30.4
79.0
(23.4)
2.4
$137.5
$ 2.5
$ 83.1
Net Cash provided by Financing Activities
Net cash (used in) provided by financing activities was as follows for the years ended December 31
(in millions):
Net proceeds from issuances of debt (original maturities longer than
90 days)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayments of debt (original maturities longer than 90 days) . . . . . .
Net increase (decrease) in debt with original maturities of 90 days or
less . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments on capital lease obligations . . . . . . . . . . . . . . . . . . . . . . . . .
Cash dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012
2011
2010
$ 445.2
(671.2)
$ 790.3
(312.8)
$ 573.8
(344.2)
243.3
(3.0)
(58.8)
4.6
(85.0)
(18.5)
(56.0)
5.2
46.8
(12.8)
(53.5)
0.9
$ (39.9)
$ 323.2
$ 211.0
LIQUIDITY AND CAPITAL RESOURCES
General
GATX funds its investments and meets its debt, lease and dividend obligations through available cash balan-
ces, cash generated from operating activities, portfolio proceeds, sales of other assets, commercial paper issu-
ances, 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.
Contractual and Other Commercial Commitments
At December 31, 2012, GATX’s contractual commitments, including debt maturities, lease payments, and
portfolio investments were (in millions):
Recourse debt . . . . . . . . . . . . . . . . . . .
Nonrecourse debt
. . . . . . . . . . . . . . . .
Commercial paper and credit
facilities . . . . . . . . . . . . . . . . . . . . .
Capital lease obligations . . . . . . . . . . .
Operating leases — recourse . . . . . . .
Operating leases — nonrecourse . . . .
Portfolio investments * . . . . . . . . . . . .
Payments Due by Period
Total
2013
2014
2015
2016
2017
Thereafter
$3,147.2
133.9
$ 452.1
33.6
$ 455.4
58.2
$ 521.4
31.1
$618.7
8.2
$233.4
2.8
$ 866.2
—
273.6
13.1
982.9
201.0
1,466.9
273.6
3.1
115.3
27.9
517.5
—
3.1
119.7
27.4
391.4
—
3.1
139.7
26.0
352.0
—
2.7
101.5
21.9
198.2
—
1.1
89.3
22.5
1.1
—
—
417.4
75.3
6.7
$6,218.6
$1,423.1
$1,055.2
$1,073.3
$951.2
$350.2
$1,365.6
(*) Primarily railcar purchase commitments.
45
GATX’s contractual cash receipts arising from loans and future lease payments from finance leases, and
future rental receipts from noncancelable operating leases as of December 31, 2012, were (in millions):
Total
2013
2014
2015
2016
2017
Thereafter
Contractual Cash Receipts by Period
Finance leases . . . . . . . .
Operating leases . . . . . . .
Loans . . . . . . . . . . . . . . .
$ 327.3
2,875.2
27.2
$ 40.2
784.4
4.8
$ 38.7
594.2
4.8
$ 35.9
465.8
4.9
$ 31.3
346.1
4.7
$ 29.4
223.0
7.1
$151.8
461.7
0.9
Total . . . . . . . . . . . . . . . .
$3,229.7
$829.4
$637.7
$506.6
$382.1
$259.5
$614.4
Principal sources and uses of cash were as follows for the years ended December 31 (in millions):
Principal sources of cash
Net cash provided by operating activities . . . . . . . . . . . . . . . . . .
Portfolio proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other asset sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sale-leasebacks . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from issuance of debt, commercial paper and credit
2012
2011
2010
$
370.2
288.9
28.4
104.9
$
306.8
154.1
42.2
—
$
243.7
84.3
30.4
79.0
facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
688.5
790.3
620.6
Principal uses of cash
Portfolio investments and capital additions . . . . . . . . . . . . . . . .
Repayments of debt, commercial paper and credit facilities . . .
Purchases of leased-in assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments on capital lease obligations . . . . . . . . . . . . . . . . . . . . .
Cash dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 1,480.9
$ 1,293.4
$ 1,058.0
$ (770.0)
(671.2)
(1.3)
(3.0)
(58.8)
$ (614.6)
(397.8)
(61.1)
(18.5)
(56.0)
$ (585.1)
(344.2)
(5.3)
(12.8)
(53.5)
$(1,504.3)
$(1,148.0)
$(1,000.9)
2013 Liquidity Outlook
GATX expects that it will be able to meet its contractual obligations for 2013 through a combination of projected
cash from operations, portfolio proceeds, use of its revolving credit facilities, and available cash at December 31, 2012.
Additionally, GATX anticipates that portfolio investments in 2013 will likely exceed contractual commitments as
GATX expects to opportunistically pursue other strategic investments. However, adverse changes in the economic
environment or capital markets could adversely impact GATX’s liquidity position and there can be no assurances that
these sources of cash will be adequate to fund its operations and contractual commitments.
Short-Term Borrowings
GATX primarily uses short-term borrowings as a source of working capital and to temporarily fund differ-
ences between operating cash flows and portfolio proceeds, and capital investments and debt maturities. GATX
does not maintain or target any particular level of short-term borrowings on a permanent basis. Rather, short-term
borrowings tend to follow a cyclical process of increasing over time until they are paid down using the proceeds
from a long-term debt issuance and then the process begins again.
46
The following tables provide certain information regarding GATX’s short-term borrowings as of
December 31, 2012 ($ in millions):
Balance as of December 31 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted average interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Euro/Dollar exchange rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Average monthly amount outstanding during year . . . . . . . . . . . . . . . . . . . . . .
Weighted average interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Average Euro/Dollar exchange rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Average monthly amount outstanding during 4th quarter . . . . . . . . . . . . . . . . .
Weighted average interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Average Euro/Dollar exchange rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Maximum month-end amount outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Euro/Dollar exchange rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
North
America(a)
$185.0
0.5%
n/a
$ 54.9
0.5%
n/a
$ 97.0
0.5%
n/a
$185.0
n/a
Europe(b)
$
88.6
1.2%
1.3193
67.8
$
1.8%
1.2860
90.2
$
1.5%
1.2979
97.8
$
1.3127
(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.
GATX has a $560 million senior unsecured revolving credit facility that expires in May 2015. As of
December 31, 2012, availability under the facility was $365.3 million, with $185.0 million of commercial paper
and $9.7 million of letters of credit issued, both of which are backed by the facility. 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.
Restrictive Covenants
GATX’s $560 million revolving credit facility contains various restrictive covenants, including require-
ments to maintain a minimum 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 con-
ditions 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 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 those subsidiaries to repay loans to certain related
parties (including GATX) and to distribute capital to GATX. The covenants relating to loans and capital dis-
tributions 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.
47
See Note 8 to the consolidated financial statements for detailed information on GATX’s credit facilities,
debt obligations and related restrictive covenants.
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 December 31, 2012, GATX’s
long-term unsecured debt was rated BBB by S&P and Baa2 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.
Shelf Registration Statement
GATX maintains an effective shelf registration statement on file with the U.S. Securities and Exchange
Commission (“SEC”) that enables it to issue public debt securities and pass-through certificates. The registration
statement expires in August 2013.
Commercial Commitments
In connection with certain investments or transactions, GATX has entered into various commercial commit-
ments, such as guarantees and standby letters of credit, which could 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 tech-
niques similar to those used to evaluate funded transactions.
GATX’s commercial commitments at December 31, 2012 were (in millions):
Amount of Commitment Expiration by Period
Total
2013
2014
2015
2016
2017
Thereafter
Affiliate guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . .
Asset residual value guarantees . . . . . . . . . . . . . . . . . .
Lease payment guarantees . . . . . . . . . . . . . . . . . . . . . .
$ 42.0
11.2
41.0
Total guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Standby letters of credit and bonds . . . . . . . . . . . . . . .
94.2
10.3
$30.0
5.7
6.1
41.8
10.3
$ — $ — $ — $ — $12.0
—
4.9
5.5 — —
7.1
6.4
6.4
—
10.1
11.9
7.1
6.4
— — —
10.1
—
16.9
—
$104.5
$52.1
$11.9
$6.4
$7.1
$10.1
$16.9
Affiliate guarantees generally involve guaranteeing repayment of the financing utilized to acquire assets and
are in lieu of making direct equity investments in the affiliate. Affiliate guarantees exclude 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. GATX is not aware of any event that would require it to satisfy these
guarantees and expects the affiliates to generate sufficient cash flow to satisfy their financing 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 net gain on asset dispositions. 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 these guarantees
will be reduced by the value realized from disposition of the asset.
Lease payment guarantees represent GATX’s guarantee of third-party lease payments to financial
institutions. Any liability resulting from GATX’s performance pursuant to these guarantees will be reduced by
the value realized from the underlying asset or group of assets.
GATX and its subsidiaries are also parties to standing letters of credit and performance bonds primarily
related to workers’ compensation and general liability insurance coverages. No material claims have been made
48
against these obligations and as of December 31, 2012, GATX does not expect any material losses to result from
these obligations as performance is not anticipated to be required.
Defined Benefit Plan Contributions
In aggregate in 2012, GATX contributed $5.9 million to its defined benefit pension plans and other post-
retirement benefit plans. In 2013, the Company expects to make aggregate contributions of approximately $7 mil-
lion. As of December 31, 2012, GATX’s funded pension plans were 92% funded. Additional contributions will be
dependent on a number of factors including plan asset investment returns and actuarial experience. Subject to the
impact of these factors, the Company may make additional material plan contributions. See Note 10 to the con-
solidated financial statements for additional information on GATX’s benefit plans.
Separately, the shipboard personnel at ASC participate in various multiemployer benefit plans that provide
pension, health care, post-retirement and other benefits to active and retired employees. Amounts contributed and
recognized as marine operating expense in 2012 were $8.1 million. Contributions in 2013 are expected to
approximate 2012 amounts but will ultimately depend on the number of vessels deployed and crew hours worked
during the year.
GATX Common Stock Repurchases
In 2008, the Company’s Board of Directors authorized a $200 million common stock repurchase program of
which $68.6 million was available as of December 31, 2012. In 2013, the Company resumed purchases of stock
and as of February 15, approximately 132,000 shares had been repurchased for $6.4 million.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of the consolidated financial statements in conformity with GAAP requires management to
use judgment in making estimates and assumptions that affect reported amounts of assets, liabilities, revenues,
expenses and related disclosures. The Company regularly evaluates its estimates and judgments based on histor-
ical experience, market indicators and other relevant factors and circumstances. Actual results may differ from
these estimates under different assumptions or conditions.
The Company considers the following critical accounting policies:
• Operating Assets — Operating assets, including assets acquired under capital lease, are stated at historical
cost and are depreciated over their estimated economic useful lives to an estimated residual value using
the straight-line method. GATX determines the economic useful life based on its estimate of the period
over which the asset will generate revenue. For the majority of GATX’s operating assets, the economic
useful life is greater than thirty years. The residual values are based on historical experience and economic
factors. GATX periodically reviews the appropriateness of its estimates of useful lives and residual values
based on changes in economic circumstances and other factors. Changes in these estimates would result in
a change in future depreciation expense.
In addition, GATX reviews long-lived assets, such as operating assets and facilities, for impairment
whenever events or circumstances indicate that the carrying amount of these assets may not be recover-
able. GATX measures the recoverability of assets to be held and used by comparing the carrying amount
of an asset to its estimated future net cash flows. Estimated future cash flows are based on a number of
assumptions including: lease rates, lease term (including renewals), freight rates and volume, operating
costs, the life of the asset and final disposition proceeds. If GATX determines an asset is impaired, it
records an impairment loss equal to the excess of the asset’s carrying amount over its estimated fair value.
Fair value is based on discounted future cash flows supplemented with independent appraisals and market
comparables when available and appropriate.
• Lease Classification — GATX analyzes all new and modified leases to determine whether the lease is
classified as an operating or capital lease. The lease classification analysis relies on certain assumptions that
require significant judgment, such as the asset fair value, the estimated residual value, the interest rate implicit
in the lease, and the economic useful life of the asset. While most of GATX’s leases are classified as
operating leases, changes in the assumptions used could result in a different lease classification, which would
change the manner in which the lease transaction impacts GATX’s financial position and results of operations.
49
• Impairment of Investments in Affiliated Companies — GATX reviews the carrying amount of its
investments in affiliates annually, or whenever events or circumstances indicate that a decline in value
may have occurred. If management determines that
indicators of impairment are present for an
investment, an analysis is performed to estimate the fair value of that investment. Active markets do not
exist for the majority of GATX’s affiliate investments and as a result, GATX estimates fair value using
discounted cash flow analysis at the investee level, price-earnings ratios based on comparable businesses,
or other valuation techniques that are appropriate for the particular circumstances of the affiliate and for
which sufficient data are available. For all fair value estimates, GATX uses observable inputs whenever
possible and appropriate.
Once an estimate of fair value is made, it is compared to the investment’s carrying value. If the invest-
ment’s estimated fair value is less than its carrying value, then the investment is deemed impaired. If an
investment is deemed impaired, then GATX determines whether the impairment is other-than-temporary.
Factors that management considers in making this second determination include expected operating
results for the near future, the length of the economic life cycle of the underlying assets of the investee and
the ability of GATX to hold the investment through the end of the underlying assets’ useful life. Antici-
pated actions that are probable of being taken by investee management that may improve its business
prospects are also considered. If GATX reasonably determines an investment to be only temporarily
impaired, no impairment loss is recorded. Alternatively, if GATX determines an impairment is other-than-
temporary, a loss equal to the difference between the estimated fair value of the investment and its carry-
ing value is recorded in the period of identification.
• Impairment of Goodwill — GATX reviews the carrying amount of its recorded goodwill annually or in
interim periods if circumstances indicate an impairment may have occurred. The impairment review is
performed at the reporting unit level, which is one level below an operating segment. The goodwill
impairment test is a two-step process and requires management to make certain judgments in determining
applicable assumptions used in the calculation. The first step consists of estimating the fair value of each
reporting unit, which GATX determines based on a discounted cash flow model. The future cash flows are
estimated based on revenue and expense forecasts and includes assumptions for future growth. In
estimating the fair value of the reporting unit, GATX also considers observable multiples of book value
and earnings for companies that management believes are comparable to the applicable reporting units.
GATX then compares its estimate of the fair value of the reporting unit with the reporting unit’s carrying
amount, which includes goodwill. If the estimated fair value is less than the carrying amount, an
additional step is performed that compares the implied fair value of the reporting unit’s goodwill with the
carrying amount of the goodwill. The determination of a reporting unit’s implied fair value of the
goodwill requires GATX to allocate the estimated fair value of the reporting unit to the assets and
liabilities of the reporting unit. Any unallocated fair value represents the implied fair value of the
goodwill. To the extent that the carrying amount of the goodwill exceeds its implied fair value, an
impairment loss is recorded.
• Pension and Post-Retirement Benefits Assumptions — GATX uses actuarial assumptions to calculate
pension and other post-retirement benefit obligations and related costs. Two critical assumptions, the
discount rate and the expected return on plan assets, are important elements of plan expense and liability
measurement. Other assumptions involve demographic factors such as expected retirement age, mortality,
employee turnover, health care cost trends and rate of compensation increases.
GATX uses the discount rate to calculate the present value of expected future pension and post-retirement
cash flows as of the measurement date. The discount rate is based on yields for high-quality, long-term
bonds, with durations similar to that of the projected benefit obligation. The expected long-term rate of
return on plan assets is based on current and expected asset allocations, as well as historical and expected
returns on various categories of plan assets. GATX evaluates these critical assumptions annually and
makes adjustments as required in accordance with changes in underlying market conditions, valuation of
plan assets, or demographics. Changes in these assumptions may increase or decrease periodic benefit
plan expense as well as the carrying value of benefit plan assets or obligations. See Note 10 to the con-
solidated financial statements for additional information regarding these assumptions.
50
• Share-Based Compensation — GATX provides equity awards to certain employees and non-employee
directors in the form of stock appreciation rights (“SARs”), restricted stock, performance share awards
and phantom stock awards. Compensation expense for these awards is recognized on a pro-rata basis over
the applicable vesting period based on the award’s grant date fair value. GATX uses the Black-Scholes
options valuation model to calculate the grant date fair value of SARs. This model requires GATX to
make certain assumptions, some of which are highly subjective, which will affect
the amount of
compensation expense to be recorded. Assumptions used in the model include expected stock price
volatility (based on the historical volatility of GATX’s stock price), the risk-free interest rate (based on the
treasury yield curve), the expected life of the equity award (based on historical exercise patterns and post-
vesting termination behavior) and the expected dividend equivalents to be paid during the estimated life of
the equity award (since GATX’s SARs are dividend participating). The fair value of other equity awards
is based on GATX’s stock price on the grant date. See Note 11 to the consolidated financial statements for
additional information on share-based compensation.
• Income Taxes — GATX’s operations are subject to taxes in the U.S., various states and foreign countries
and as result, may be subject to audit in all of these jurisdictions. Tax audits may involve complex issues
and disagreements with taxing authorities that could require several years to resolve. GAAP requires that
GATX presume that uncertain income tax positions will be examined by the relevant tax authority and
determine whether it is more likely than not that the income tax position will be sustained upon
examination, including resolution of any related appeals or litigation processes, based on the technical
merits of the position. An income tax position that meets the more likely than not recognition threshold is
then evaluated to determine the probable amount of benefit to be recognized in the financial statements.
Establishing accruals for uncertain tax benefits requires management to make estimates and assessments
with respect to the ultimate outcome of tax audit issues and amounts recorded in the financial statements.
The ultimate resolution of uncertain tax benefits may differ from management’s estimate, potentially
impacting the Company’s financial position, results of operations or cash flows.
GATX evaluates the need for a deferred tax asset valuation allowance by assessing the likelihood of
whether deferred tax assets, including net operating loss and tax credit carryforward benefits, will be real-
ized in the future. The assessment of whether a valuation allowance is required involves judgment, includ-
ing the forecast of future taxable income and the evaluation of tax planning initiatives, if applicable.
Taxes have not been provided on undistributed earnings of foreign subsidiaries as GATX intends to perma-
nently reinvest such earnings in those foreign operations. If, in the future, these earnings are repatriated to
the U.S., or if the Company expects such earnings to be repatriated, a provision for additional taxes may
be required.
See Note 12 to the consolidated financial statements for additional information on income taxes.
NEW ACCOUNTING PRONOUNCEMENTS
See Note 3 to the consolidated financial statements for a summary of new accounting pronouncements that
may impact GATX’s business.
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 compensa-
tion 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 net income, diluted earnings per share and return on equity, which
exclude the effect of Tax Adjustments and Other Items. Management believes that excluding these items facili-
tates a more meaningful comparison of financial performance between years and provides transparency into the
operating results of GATX’s businesses. In addition, GATX discloses total on and off balance sheet assets
51
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 Tax Adjustments and Other Items — Earnings in 2010, 2011 and 2012 included
certain items that GATX believes are not necessarily related to its ongoing business activities.
• 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.
• 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 shareholders’ equity.
• Return on Equity Excluding Tax Adjustments and Other Items — Net income excluding tax adjustments
and other items divided by average 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):
2012
2011
2010
2009
Consolidated On Balance Sheet Assets . . . . . . . . . . . .
$6,055.4
$5,857.5
$5,442.4
$5,206.4
Off Balance Sheet Assets:
Rail North America . . . . . . . . . . . . . . . . . . . . . . . . .
ASC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Portfolio Management . . . . . . . . . . . . . . . . . . . . . . .
863.5
21.0
—
884.5
—
2.6
968.1
—
3.4
1,012.1
—
4.0
Total On and Off Balance Sheet Assets . . . . . . . . . . .
$6,939.9
$6,744.6
$6,413.9
$6,222.5
Shareholders’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,244.2
$1,127.3
$1,113.7
$1,102.6
The following table presents Net Income, excluding Tax Adjustments and Other Items for the years ended
(in millions, except per share data):
2012
2011
2010
Net Income, as reported . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $137.3 $110.8 $ 80.8
(11.4)
Tax adjustments(a)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Losses (gains) on AAE Interest rate swaps (net of tax)(b) . . . . . . . . . . . . . . . .
9.3
(4.1)
Litigation recoveries (no tax effect in 2011, net of tax in 2010)(c) . . . . . . . . .
—
Leveraged lease adjustment (net of tax)(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(8.9)
(0.2)
— (3.2)
— (3.5)
(24.0)
20.5
Net Income, excluding Tax Adjustments and Other Items . . . . . . . . . . . . . . . . $133.8 $ 95.0 $ 74.6
Diluted Earnings Per Share, as reported . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2.88 $ 2.35 $ 1.72
(0.24)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax adjustments(a)
— 0.20
Losses (gains) on AAE Interest rate swaps (net of tax)(b) . . . . . . . . . . . . . . . .
(0.09)
Litigation recoveries (no tax effect in 2011, net of tax in 2010)(c) . . . . . . . . .
—
Leveraged lease adjustment (net of tax)(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
— (0.07)
— (0.08)
(0.50)
0.43
(0.19)
Diluted Earnings Per Share, excluding Tax Adjustments and Other Items . . . $ 2.81 $ 2.01 $ 1.59
52
(a)
In 2012, tax adjustments included $0.7 million of deferred expense due to an enacted rate increase in
Ontario, Canada, $4.6 million of deferred benefits due to statutory rate decreases in the United Kingdom for
certain affiliates, $15.5 million of previously unrecognized tax benefits resulting from the expiration of the
applicable statute of limitations and $4.6 million of benefits attributable to the utilization of foreign tax
credit carry-forwards. In 2011, tax adjustments included a $4.1 million deferred benefit attributable to a
reduction in the statutory tax rates in the United Kingdom for certain affiliates and $4.8 million of benefits
primarily attributable to the reversal of accruals resulting from the close of a domestic tax audit. In 2010, tax
adjustments included $9.5 million of deferred benefits attributable to the reversal of accruals resulting from
the close of certain domestic and foreign tax audits and a $1.9 million deferred benefit attributable to a
reduction in the statutory tax rates in the United Kingdom for certain affiliates.
(b) Realized and unrealized losses (gains) on AAE interest rate swaps.
(c) Reserve release related to the favorable resolution of litigation matters.
(d) Gain related to a leveraged lease adjustment.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
In the normal course of business, GATX and its subsidiaries are exposed to interest rate and foreign currency
exchange rate risks that could impact their financial results. To manage these risks they may enter into certain
derivative transactions, principally interest rate swaps, Treasury rate locks, options and currency forwards and
swaps. These instruments and other derivatives are entered into only for hedging existing underlying exposures.
GATX and its subsidiaries do not hold or issue derivative financial instruments for speculative purposes.
Interest Rate Exposure — GATX’s reported interest expense is affected by changes in interest rates, primar-
ily LIBOR, as a result of the issuance of floating rate debt instruments. GATX generally manages the amount of
floating rate debt instruments in relation to its floating rate investments. Based on GATX’s floating rate debt
instruments at December 31, 2012, and giving effect to related derivatives, a hypothetical increase in market
interest rates of 100 basis points would cause an increase in after-tax interest expense of $8.3 million in 2013.
Comparatively, at December 31, 2011, a hypothetical 100 basis point increase in interest rates would have
resulted in a $7.1 million increase in after-tax interest expense in 2012. GATX’s earnings are also exposed to
interest rate changes through its income from affiliates. Certain affiliates issue floating rate debt instruments to
finance their investments. Additionally, GATX’s rail affiliate, AAE Cargo AG, holds multiple derivative instru-
ments associated with existing and forecasted floating rate debt issuances. These instruments are highly sensitive
to changes in interest rates and changes in their fair values are recognized currently in income.
Foreign Currency Exchange Rate Exposure — Certain of GATX’s foreign subsidiaries conduct business in
currencies other than the U.S. dollar, principally those operating in Poland, Germany, Austria and Canada. As a
result, GATX is exposed to foreign currency risk attributable to changes in the exchange value of the U.S. dollar
in terms of the Euro, Polish zloty and Canadian dollar. Based on 2012 local currency earnings and considering
non-functional currency assets and liabilities recorded as of December 31, 2012, a uniform and hypothetical 10%
strengthening in the U.S. dollar versus applicable foreign currencies would increase after-tax income in 2013 by
$0.2 million. Comparatively, based on 2011 local currency earnings and considering non-functional currency
assets and liabilities recorded as of December 31, 2011, a uniform and hypothetical 10% strengthening in the
U.S. dollar versus applicable foreign currencies would have decreased after-tax income in 2012 by $1.4 million.
53
Item 8.
Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders of GATX Corporation and subsidiaries
We have audited the accompanying consolidated balance sheets of GATX Corporation and subsidiaries as
of December 31, 2012 and 2011, and the related consolidated statements of comprehensive income, shareholders’
equity and cash flows for each of the three years in the period ended December 31, 2012. Our audits also
included the financial statement schedule listed in the index at item 15(a)(2). These financial statements and
schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assess-
ing the accounting principles used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the con-
solidated financial position of GATX Corporation and subsidiaries at December 31, 2012 and 2011, and the
consolidated results of their operations and their cash flows for each of the three years in the period ended
December 31, 2012, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the
related financial statement schedule, when considered in relation to the basic financial statements as a whole,
presents fairly in all material respects the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), GATX Corporation and subsidiaries’ internal control over financial reporting as of December 31,
2012, based on criteria established in Internal Control-Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission and our report dated February 26, 2013, expressed an
unqualified opinion thereon.
Ernst & Young LLP
Chicago, Illinois
February 26, 2013
54
GATX CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In millions)
Assets
Cash and Cash Equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restricted Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rent and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Finance leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: allowance for losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31
2012
2011
$
234.2
29.7
$
248.4
35.2
88.4
27.2
245.7
(4.6)
356.7
76.7
30.4
334.9
(11.8)
430.2
Operating Assets and Facilities (includes $123.1 and $123.5 relating to a consolidated
VIE at December 31, 2012 and 2011, respectively) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,855.2
6,416.0
Less: allowance for depreciation (includes $24.7 and $19.2 relating to a consolidated
VIE at December 31, 2012 and 2011, respectively) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments in Affiliated Companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities and Shareholders’ Equity
Accounts Payable and Accrued Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt
Commercial paper and borrowings under bank credit facilities . . . . . . . . . . . . . . . . . . . . . .
Recourse . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Nonrecourse (includes $35.1 and $45.2 relating to a consolidated VIE at December 31,
2012 and 2011, respectively) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital lease obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shareholders’ Equity
Preferred stock ($1.00 par value, 5,000,000 shares authorized, 15,567 and 16,644 shares
of Series A and B $2.50 Cumulative Convertible Preferred Stock issued and
outstanding, aggregate liquidation preference of $0.9 million and $1.0 million as of
December 31, 2012 and 2011, respectively)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Common stock ($0.625 par value, 120,000,000 shares authorized, 66,021,444 and
65,775,568 shares issued and 46,898,924 and 46,653,048 shares outstanding as of
December 31, 2012 and 2011, respectively)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional paid in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Treasury stock at cost (19,122,520 shares at December 31, 2012 and 2011)
. . . . . . . . . . .
Total Shareholders’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Liabilities and Shareholders’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2,200.8)
4,654.4
502.0
91.7
186.7
$ 6,055.4
(2,056.7)
4,359.3
513.8
90.5
180.1
$ 5,857.5
$
177.4
$
135.6
273.6
3,152.4
130.6
11.3
3,567.9
783.0
282.9
4,811.2
28.6
3,354.8
149.4
14.3
3,547.1
765.9
281.6
4,730.2
*
*
41.2
658.5
1,249.4
(144.6)
(560.3)
1,244.2
$ 6,055.4
41.1
644.4
1,171.2
(169.1)
(560.3)
1,127.3
$ 5,857.5
* Less than $0.1
The accompanying notes are an integral part of these consolidated financial statements.
55
GATX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions, except share data)
Revenues
Lease revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Marine operating revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expenses
Maintenance expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Marine operating expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating lease expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other operating expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Income (Expense)
Net gain on asset dispositions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense, net
Other (expense) income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income before Income Taxes and Share of Affiliates’ Earnings . . . . . . . . . .
Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Share of Affiliates’ Earnings (net of tax) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Year Ended December 31
2012
2011
2010
$ 917.0
265.5
60.7
$ 900.1
230.0
61.3
$ 860.4
198.4
55.2
1,243.2
1,191.4
1,114.0
269.7
182.4
237.4
130.2
24.2
160.2
1,004.1
79.5
(166.6)
(8.2)
143.8
(26.1)
19.6
277.6
165.6
226.5
132.0
27.8
155.3
984.8
65.8
(168.9)
4.1
107.6
(29.2)
32.4
268.2
138.0
217.0
140.2
30.9
134.8
929.1
41.1
(167.1)
0.4
59.3
(7.0)
28.5
Net Income
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 137.3
$ 110.8
$
80.8
Other Comprehensive Income, net of taxes
Foreign currency translation adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrealized gain (loss) on securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrealized gain (loss) on derivative instruments . . . . . . . . . . . . . . . . . . . . . . . . .
Post-retirement benefit plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
25.0
0.2
11.7
(12.4)
24.5
(39.6)
(0.2)
(0.5)
(18.8)
(59.1)
(28.4)
1.3
(3.5)
5.1
(25.5)
Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 161.8
$
51.7
$
55.3
Share Data
Basic earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Average number of common shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Average number of common shares and common share equivalents . . . . . . . . . .
Dividends declared per common share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
$
2.93
46.8
2.88
47.6
1.20
$
$
$
2.39
46.4
2.35
47.2
1.16
$
$
$
1.75
46.1
1.72
47.0
1.12
The accompanying notes are an integral part of these consolidated financial statements.
56
GATX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
Year Ended December 31
2011
2010
2012
Operating Activities
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to reconcile income to net cash provided by operating activities:
$ 137.3
$ 110.8 $ 80.8
Gains on sales of assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Asset impairment charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Share of affiliates’ earnings, net of dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in income taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in accrued operating lease expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Employee benefit plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(61.4)
249.4
5.0
24.4
15.5
(9.4)
(11.0)
0.8
19.6
(70.1)
238.5
6.8
22.7
(3.2)
9.1
(7.6)
(5.3)
5.1
(43.5)
228.1
8.3
1.4
8.1
(7.3)
(13.1)
(21.6)
2.5
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
370.2
306.8
243.7
Investing Activities
Additions to operating assets and facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans extended . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments in affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Portfolio investments and capital additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases of leased-in assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Portfolio proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sales of other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sale-leasebacks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net decrease (increase) in restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(739.3)
(1.0)
(29.7)
—
(770.0)
(1.3)
288.9
28.4
104.9
5.5
—
(466.4)
(31.9)
(116.2)
(0.1)
(614.6)
(61.1)
154.1
42.2
—
21.4
—
(520.2)
—
(64.7)
(0.2)
(585.1)
(5.3)
84.3
30.4
79.0
(23.4)
2.4
Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(343.6)
(458.0)
(417.7)
Financing Activities
Net proceeds from issuances of debt (original maturities longer than 90 days) . . . .
Repayments of debt (original maturities longer than 90 days) . . . . . . . . . . . . . . . . .
Net increase (decrease) in debt with original maturities of 90 days or less . . . . . . . .
Payments on capital lease obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash (used in) provided by financing activities . . . . . . . . . . . . . . . . . . . . . . . .
Effect of Exchange Rate Changes on Cash and Cash Equivalents . . . . . . . . . . .
Net (decrease) increase in Cash and Cash Equivalents during the period . . . . .
Cash and Cash Equivalents at beginning of period . . . . . . . . . . . . . . . . . . . . . . .
445.2
(671.2)
243.3
(3.0)
(58.8)
4.6
(39.9)
(0.9)
(14.2)
248.4
790.3
(312.8)
(85.0)
(18.5)
(56.0)
5.2
323.2
(2.1)
169.9
78.5
573.8
(344.2)
46.8
(12.8)
(53.5)
0.9
211.0
(0.2)
36.8
41.7
Cash and Cash Equivalents at end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 234.2
$ 248.4 $ 78.5
The accompanying notes are an integral part of these consolidated financial statements.
57
GATX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(In millions)
Preferred Stock
Balance at beginning of period . . . . . . . . . . . . . . . . . . .
Conversion of preferred stock into common stock . . . .
Balance at end of period . . . . . . . . . . . . . . . . . . . . . . . .
Common Stock
Balance at beginning of period . . . . . . . . . . . . . . . . . . .
Issuance of common stock . . . . . . . . . . . . . . . . . . . . . . .
Convertible debt conversions . . . . . . . . . . . . . . . . . . . .
Conversion of preferred stock into common stock . . . .
Balance at end of period . . . . . . . . . . . . . . . . . . . . . . . .
Treasury Stock
Balance at beginning and end of period . . . . . . . . . . . .
Additional Paid In Capital
Balance at beginning of period . . . . . . . . . . . . . . . . . . .
Convertible debt conversions . . . . . . . . . . . . . . . . . . . .
Share-based compensation effects . . . . . . . . . . . . . . . . .
Issuance of common stock . . . . . . . . . . . . . . . . . . . . . . .
Balance at end of period . . . . . . . . . . . . . . . . . . . . . . . .
Retained Earnings
Balance at beginning of period . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends declared . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at end of period . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated Other Comprehensive Income (Loss)
Balance at beginning of period . . . . . . . . . . . . . . . . . . .
Other comprehensive income (loss) . . . . . . . . . . . . . . .
Balance at end of period . . . . . . . . . . . . . . . . . . . . . . . .
2012
Shares
2012
Dollars
2011
Shares
2011
Dollars
2010
Shares
2010
Dollars
$
*
*
*
65.8
0.2
—
*
66.0
*
*
*
41.1
0.1
—
*
41.2
$
*
*
*
*
*
*
$
*
*
*
65.5
0.3
—
*
65.8
65.2
40.9
0.2
0.2
— 0.1
*
*
41.1
65.5
*
*
*
40.6
0.2
0.1
*
40.9
(19.1)
(560.3)
(19.1)
(560.3)
(19.1)
(560.3)
644.4
—
11.2
2.9
658.5
1,171.2
137.3
(59.1)
1,249.4
(169.1)
24.5
(144.6)
626.2
—
11.8
6.4
644.4
1,116.9
110.8
(56.5)
1,171.2
(110.0)
(59.1)
(169.1)
616.8
(0.1)
7.2
2.3
626.2
1,090.0
80.8
(53.9)
1,116.9
(84.5)
(25.5)
(110.0)
Total Shareholders’ Equity . . . . . . . . . . . . . . . . . . . .
$1,244.2
$1,127.3
$1,113.7
*
Less than $0.1
The accompanying notes are an integral part of these consolidated financial statements.
58
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. Description of Business
Headquartered in Chicago, Illinois, GATX Corporation (“GATX” or the “Company”) leases, operates,
manages and remarkets long-lived, widely-used assets, primarily in the rail and marine markets. GATX also
invests in joint ventures that complement existing business activities. In 2012, the Company modified the
composition of its reportable segments to reflect an increasing focus on international growth and related changes
in its management structure. As a result, the Company now reports financial results through four primary busi-
ness segments: Rail North America, Rail International, American Steamship Company (“ASC”) and Portfolio
Management. All segment information is presented on this basis.
NOTE 2. Accounting Changes
Goodwill — In September 2011, the Financial Accounting Standards Board (FASB) issued authoritative
accounting guidance that allows an entity 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 is effective for periods beginning after December 15, 2011. Application of the
new guidance did 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 changed
some fair value measurement principles, clarified the application of existing guidance, and enhanced 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 is effective for periods beginning after
December 15, 2011. Application of the new guidance did not impact GATX’s financial position, results of oper-
ations or cash flows.
NOTE 3. Significant Accounting Policies
Basis of Presentation — The accompanying consolidated financial statements were prepared in accordance
with United States generally accepted accounting principles (“GAAP”).
Use of Estimates — The preparation of these financial statements in conformity with GAAP requires man-
agement to make estimates and assumptions that affect the amounts reported in the financial statements. The
Company regularly evaluates its estimates and judgments based on historical experience and other relevant facts
and circumstances. Actual amounts could differ from those estimates.
Correction of Misstatement — During 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 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 determined that the effect of this error was immaterial and adjusted its consolidated balance sheet
and consolidated statement of cash flows in 2010 to correct this error.
Reclassification — Certain amounts reported in the 2011 and 2010 financial statements have been
reclassified to conform to the 2012 presentation. In particular, GATX changed the presentation of certain items
reported on its Statement of Comprehensive Income. Specifically:
• Asset remarketing income and scrapping gains were removed from revenue and asset impairments were
removed from other expense. These amounts have been aggregated and included as a separate line item
entitled net gain (loss) on asset dispositions.
• Share of affiliates’ earnings was formerly presented as a pre-tax line item and was combined with revenue
in the gross income line. These earnings are now presented on a net-of-tax basis after the subtotal “Income
before Income Taxes and Share of Affiliates’ Earnings”.
59
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
• Operating revenues relating to Portfolio Management owned vessels are reported as marine operating revenues.
Previously they were treated as usage rents and recorded with lease income. The related marine operating
expenses, which were previously reported as other expenses, are now reported as marine operating expenses.
Consolidation — The consolidated financial statements of GATX Corporation and Subsidiaries include the
assets, liabilities, revenues and expenses of GATX, all majority-owned subsidiaries that the Company controls
and variable interest entities (“VIEs”) for which the Company is the primary beneficiary. Intercompany trans-
actions and balances have been eliminated. GATX’s consolidated subsidiaries include the following
special-purpose corporations engaged in the financing of railcars, General American Railcar Corporation, Gen-
eral American Railcar Corporation II, General American Railcar Corporation III, General American Marks
Company and GARC LLC (collectively the “SPCs”). The obligations of the SPCs are nonrecourse to GATX and
their assets are available first to satisfy claims of their creditors.
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 activ-
ities 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, and they require management to make 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 events that may result in an entity becoming
a VIE or GATX becoming the primary beneficiary of an existing VIE. See Note 7 for additional information.
Investments in Affiliated Companies — Investments in joint ventures and other non-controlled entities are
accounted for using the equity method when it is determined that GATX has the ability to exercise significant
influence over the financial and operating policies of the investee. Under the equity method, initial investments
are recorded at cost and then adjusted for GATX’s share of the affiliates’ undistributed earnings and losses, dis-
tributions of capital, and loan payments to or from the affiliate. Loans to and from affiliates are reflected as part
of GATX’s investment in the affiliate and interest on these loans is included in GATX’s proportional share of the
affiliates’ earnings. GATX reviews the carrying amount of its investments in affiliates annually, or whenever
events or circumstances indicate that a decline in value may have occurred. If GATX determines an investment is
impaired on an other-than-temporary basis, it records a loss equal to the difference between the fair value of the
investment and its carrying value. See Note 6 for additional information.
Fair Value Measurements — As defined by GAAP, fair value is the price that would be received to sell an
asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
Fair value measurements are classified according to a three-level hierarchy based on management’s judgment
about the reliability of the inputs used in the fair value measurement. Level 1 inputs are quoted prices available in
active markets for identical assets or liabilities. Level 2 inputs are observable, either directly or indirectly, and
include quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs
that are observable or can be corroborated by observable market data for substantially the full term of the assets
or liabilities. Level 3 inputs are unobservable, meaning they are supported by little or no market activity. Fair
value measurements classified as Level 3 typically rely on the use of pricing models and discounted cash flow
methodologies where significant management judgment is required. See Note 9 for additional information.
Cash and Cash Equivalents — All highly liquid investments with a maturity of three months or less when
purchased are classified as cash equivalents.
Restricted Cash — Cash and cash equivalents that are restricted as to withdrawal and use. GATX’s
restricted cash primarily relates to contractually required amounts maintained for six wholly-owned bankruptcy-
remote, special-purpose corporations.
Loans — GATX records loans at the principal amount outstanding plus accrued interest. The loan portfolio
is reviewed regularly and a loan is classified as impaired when it is probable that GATX will be unable to collect
60
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
all amounts due under the loan agreement. Since most loans are collateralized, impairment is generally measured
as the amount by which the carrying value of the loan exceeds expected repayments plus the fair value of the
underlying collateral. Generally, interest income is not recognized on impaired loans until the loan has been paid
up to contractually current status or as conditions warrant.
Operating Assets and Facilities — Operating assets and facilities are principally stated at cost plus cap-
italized improvements. Assets acquired under capital leases are included in operating assets, and the related obli-
gations are recorded as liabilities. Operating assets and facilities are depreciated over their estimated useful lives
or lease terms to estimated residual values using the straight-line method. Leasehold improvements are depreci-
ated over the shorter of their useful lives or the lease term. The estimated depreciable lives of operating assets
and facilities are as follows:
Railcars . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Locomotives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Marine vessels . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other equipment
30 – 38 years
10 – 20 years
40 – 50 years
5 – 15 years
30 – 65 years
5 – 30 years
GATX reviews long-lived assets, such as operating assets and facilities, for impairment whenever events or
circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets
to be held and used is evaluated by comparing the carrying amount of the asset to the undiscounted future net
cash flows GATX expects the asset to generate. If GATX determines an asset is impaired, it recognizes an
impairment loss equal to the excess of the carrying amount over the asset’s fair value. Assets to be disposed of
that meet specified accounting criteria are classified as held for sale and recorded at the lower of their carrying
amount or fair value less costs to sell.
Lease Classification — GATX determines the classification of a lease at its inception. If the provisions of
the lease subsequently change, other than by renewal or extension, GATX evaluates if that change would have
resulted in a different classification had the change been in effect at inception. If so, the revised agreement is
considered a new lease for lease classification purposes. See Note 5 for additional information.
Finance Leases — Finance leases include direct finance leases and leveraged leases. Direct finance leases
consist of a gross lease payment receivable and an estimated residual value of the leased equipment at the lease
termination date, net of unearned income. Lease payment receivables represent the rent GATX will receive over
the remainder of the lease term. Initial unearned income is the amount by which the sum of the original lease
payment receivable and the estimated residual value exceeds the original cost or carrying value of the underlying
equipment. GATX amortizes unearned income to lease income over the lease term in a manner that produces a
constant rate of return on the net investment in the lease. Finance leases that are mainly financed at inception
with nonrecourse borrowings and that meet certain criteria are accounted for as leveraged leases. Leveraged lease
receivables are stated net of related nonrecourse debt. Initial unearned income for leveraged leases is the excess
of anticipated cash flows (including estimated residual values and net of the related debt service) over the origi-
nal investment in the lease. See Note 5 for additional information.
GATX regularly reviews the performance of the finance lease portfolio and classifies finance leases as
non-performing if it is probable that GATX will be unable to collect all amounts due under the lease. GATX sus-
pends the accrual of income on non-performing finance leases until all contractual payments are current or as con-
ditions warrant. Payments received on non-performing finance leases are applied to the lease payment receivable.
Residual Values — Residual values are a component of GATX’s investment in finance leases. Residual
values are the estimated value of an asset at the end of a finance lease contract. GATX reviews its estimates of
residual value annually or whenever events or circumstances indicate that residual values may have declined.
Other-than-temporary declines in value are recognized as impairments.
61
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Inventory — GATX’s inventory consists of railcar and locomotive repair components and marine vessel
spare parts. All inventory balances are stated at lower of cost or market. Railcar repair components are valued
using the average cost method. Vessel spare parts inventory is valued using the first-in, first-out method.
Inventory is included in other assets on the balance sheet.
Goodwill — GATX recognizes goodwill when the purchase price of an acquired business exceeds the fair value
of the acquired net assets and assigns the goodwill to the same reporting unit as the net assets of the acquired business.
GATX’s reporting units are based on the composition of its operating segments, taking into consideration whether the
operating segments consist of multiple businesses and, if so, whether the businesses operate in different economic
environments. Goodwill is tested annually for impairment by comparing the fair value of the reporting unit with its
carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, then the
goodwill of the reporting unit is not considered impaired. If the carrying amount of the reporting unit exceeds its fair
value, GATX compares the implied fair value of the reporting unit’s goodwill (the reporting unit fair value less its
carrying amount, excluding goodwill) with the carrying amount of the goodwill. An impairment loss is recorded in the
amount that the carrying amount of goodwill exceeds its implied fair value. Reporting unit fair values are primarily
estimated using discounted cash flow models. GATX performs its impairment test annually, in the fourth quarter, or in
interim periods if events or circumstances indicate a potential impairment. See Note 16 for additional information.
Allowance for Losses — The allowance for losses is an estimate of credit losses existing in reservable
assets. Reservable assets are divided into two categories: rent and other receivables, which includes short-term
trade billings, and loans and finance lease receivables. GATX bases loss reserves for rent and other receivables
on historical loss experience and judgments about the impact of economic conditions, the state of the markets
GATX operates in and collateral values. In addition, GATX may establish specific reserves for known troubled
accounts. Reserve estimates for loans and finance lease receivables are generally evaluated on a customer-
specific basis, considering the same factors as rent and other receivables as well as a regular assessment of each
customer’s specific credit situation. Amounts are charged against the allowance when they are deemed to be
uncollectable. There were no material changes in estimation methods or assumptions for the allowance during
2012. GATX believes that the allowance is adequate to cover losses inherent in its reservable assets as of
December 31, 2012. Since the allowance is based on judgments and estimates, it is possible that actual losses
incurred will differ from the estimate. See Note 17 for additional information.
Income Taxes — Provisions for federal, state and foreign income taxes are calculated on reported income before
income taxes. Calculations of deferred tax assets and liabilities are based on the differences between the financial
statement and tax bases of assets and liabilities, using enacted rates in effect for the year the differences are expected to
reverse. The cumulative effect of any changes in tax rates from those previously used in determining deferred tax
assets and liabilities is reflected in the provision for income taxes in the period of change. Provisions for income taxes
in any given period differ from those currently payable or receivable because certain items of income and expense are
recognized in different periods for financial reporting purposes than for income tax purposes. Uncertain tax positions
are items deducted for tax purposes, but for which a tax benefit has not been recognized in the financial statements due
to the uncertainty of the tax position. GATX’s liability for uncertain tax positions is included in other liabilities on the
balance sheet. See Note 12 for additional information.
Derivatives — 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 compre-
hensive 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 expenses and the related cash flows are
included in cash flows from operating activities.
Derivatives that meet specific accounting criteria are formally designated as qualifying hedges at inception.
These criteria require that the derivative is expected to be highly effective at offsetting changes in the fair value
or expected cash flows of the hedged exposure both at the inception of the hedging relationship and on an
ongoing basis. GATX primarily uses derivatives, such as interest rate swap agreements, Treasury rate locks,
62
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
options and currency forwards, to hedge its exposure to interest rate and foreign currency exchange rate risk on
existing and anticipated transactions. For derivatives designated as fair value hedges, changes in the fair value of
both the derivative and the hedged item are recognized in earnings. For derivatives designated as cash flow
hedges, the effective portion of the change in the fair value of the derivative is recorded as part of other compre-
hensive income (loss) and recognized in earnings in the period the hedged transaction affects earnings. Any
ineffective portion of the change in the fair value of the derivative is immediately recognized in earnings.
Although GATX does not hold or issue derivative financial instruments for purposes other than hedging, certain
derivatives are not designated as accounting hedges. Changes in the fair value of these derivatives are recognized
in earnings immediately. See Note 9 for additional information.
Defined Benefit Pension and Other Post-Retirement Plans — GATX’s balance sheet reflects the funded
status of its pension and post-retirement plans. The funded status of the plans is measured as the difference
between the fair value of the plan assets and the projected benefit obligation. GATX recognizes the aggregate
overfunding of any plans in other assets, the aggregate underfunding of any plans in other liabilities and the
corresponding adjustments to other comprehensive income (loss), net of related taxes.
Foreign Currency — The assets and liabilities of GATX’s operations having non-U.S. dollar functional
currencies are translated at exchange rates in effect at year end. Income, expenses and cash flows are translated
monthly, using average exchange rates. Gains and losses resulting from the translation of foreign currency finan-
cial statements are deferred and recorded as a separate component of other comprehensive income (loss). Gains
(losses) resulting from foreign currency transactions and from the remeasurement of non-functional currency
denominated assets and liabilities, which are recorded net of related hedges in other expense during the periods in
which they occur, were $0.5 million, $(1.6) million and $(1.7) million for 2012, 2011 and 2010, respectively.
Environmental Liabilities — GATX records reserves for environmental remediation costs at sites relating to
past and/or discontinued operations when they are probable and a reasonable estimate of the expected costs can
be made. Adjustments to initial estimates are recorded when necessary. Since reserves are based on estimates,
actual environmental remediation costs may differ. Environmental remediation costs that relate to current or
future operations are expensed or capitalized as appropriate. See Note 22 for additional information.
Lease Revenue — Lease revenue includes revenue from full-service and net operating leases, and direct
finance leases. Full-service leases are priced as an integrated service that includes amounts related to executory
costs (e.g., maintenance, insurance and ad valorem taxes). GATX does not offer stand-alone maintenance service
contracts and is unable to separate executory costs from full service lease income based on observable data. Operat-
ing lease revenue, including amounts related to executory costs, is recognized on a straight-line basis over the term
of the underlying lease. As a result, lease revenue may not be recognized in the same period as maintenance and
other executory costs, which are expensed as incurred. Finance lease income is recognized using the interest meth-
od, which produces a constant yield over the term of the lease. See Note 5 for additional information.
Marine Operating Revenue — Marine operating revenue is recognized as shipping services are performed
and revenue is allocated among reporting periods based on the relative transit time in each reporting period for
shipments in process at any month end.
Other Revenue — Other revenue includes customer liability repair revenue, fee income, interest on loans
and other miscellaneous revenues. These revenues are recognized when earned, which, in the case of manage-
ment fees received from affiliates, is when services are performed.
Interest Expense, net — Interest expense is the interest accrued on indebtedness and amortization of debt
issuance costs and debt discounts. Debt issuance costs and discounts are deferred and amortized over the appli-
cable term of the related debt. Interest expense is reported net of interest income on bank deposits, which was
$1.9 million, $0.7 million and $0.2 million for 2012, 2011 and 2010, respectively.
Operating Lease Expense — GATX leases certain railcars and other assets and facilities closely associated
with its revenue generating operations, such as maintenance facilities and equipment. These leases are classified
63
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as operating leases and the associated lease expense is recorded on a straight-line basis. Gains and financing costs
associated with sale-leasebacks are deferred and amortized as a component of operating lease expense over the
related leaseback term. GATX’s leases of office facilities and related administrative assets are also classified as
operating leases and the associated expense is recorded in selling, general, and administrative expense
(“SG&A”). Total operating lease expense, which includes amounts recorded in SG&A, was $133.3 million,
$137.3 million and $145.4 million, in 2012, 2011 and 2010, respectively. See Note 5 for additional information.
Lease and Loan Origination Costs — Initial direct costs of direct finance leases are deferred and amortized
over the lease term as an adjustment to lease income. Loan origination fees and related direct loan origination
costs for a given loan are offset, and the net amount is deferred and amortized over the term of the loan as an
adjustment to interest income.
Maintenance and Repair Costs — Maintenance and repair costs are expensed as incurred. Costs incurred in
connection with planned major maintenance activities that improve or extend the useful life of an asset are cap-
italized and depreciated over their estimated useful life. Required regulatory survey costs for vessels are cap-
italized and amortized over the applicable survey period, which is generally five years.
ASC Expense Seasonality — ASC’s sailing season runs from April 1 — December 31 of each year. Certain
indirect expenses incurred prior to the beginning of the sailing season, including winter maintenance, insurance,
operating lease expense and depreciation, are deferred and amortized ratably over the sailing season. Otherwise,
expenses are recognized as incurred.
Share-Based Compensation — GATX measures share-based compensation expense based on the grant date
fair value of an award and recognizes the expense net of estimated forfeitures over the requisite service period of
each award. Forfeiture rates are estimated at the grant date based on historical experience and adjusted in sub-
sequent periods for differences in actual forfeitures from those estimates. See Note 11 for additional information.
Net Gain on Asset Dispositions — Net gain on asset dispositions consists of disposition gains on sales of oper-
ating assets and residual sharing income (“asset remarketing income”), non-remarketing disposition gains, and asset
impairments. Disposition gains, including non-remarketing gains, are recognized upon completion of the sale or
scrapping of operating assets. Residual sharing income includes fees received from sale of managed assets and
assets subject to residual value guarantees, and are recognized upon completion of the underlying transactions.
The following table presents the net gain on asset dispositions for the year ended (in millions) :
2012
2011
2010
Disposition gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Residual sharing income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-remarketing disposition gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Asset impairments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$42.7
22.6
19.2
(5.0)
$40.4
5.2
27.0
(6.8)
$23.8
7.6
18.0
(8.3)
Net Gain on Asset Dispositions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$79.5
$65.8
$41.1
Other Income (Expense) — Other income and expense includes fair value adjustments, gains and/or losses
on foreign currency transactions and remeasurements, legal defense costs and litigation settlements, along with
other miscellaneous income and expense items.
New Accounting Pronouncements
Accumulated Other Comprehensive Income — In January 2013, the FASB issued authoritative accounting
guidance that requires presentation and disclosure of the effects on components of net income of significant
amounts reclassified out of accumulated other comprehensive income. The guidance becomes effective for peri-
ods beginning after December 31, 2012, with early adoption permitted. Application of the new guidance will not
impact GATX’s financial position, results of operations or cash flows.
64
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
NOTE 4. Supplemental Cash Flow and Noncash Investing Transaction
Supplemental Cash Flow Information (in millions)
Interest paid * . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes paid (refunded), net
$162.3
11.1
$152.7
(2.8)
$152.6
13.0
2012
2011
2010
(*)
Interest paid consisted of interest on debt obligations, interest rate swaps (net of interest received) and
capital lease interest. Interest expense capitalized as part of the cost of construction of major assets was
immaterial for all periods presented.
Noncash Investing Transaction (in millions)
Operating assets received * . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$88.8
2011
(*)
In connection with the dissolutions of GATX’s Clipper Fourth Limited and Clipper Fourth APS affiliates,
GATX received liquidating distributions of six vessels with an aggregate fair value of $88.8 million.
See Note 6 for additional information.
NOTE 5. Leases
The following information pertains to GATX as a lessor:
The components of GATX’s finance leases as of December 31 were (in millions):
Leveraged
Leases
Direct
Financing
Total
Finance Leases
2012
2011
2012
2011
2012
2011
Total contractual lease payments
receivable . . . . . . . . . . . . . . . . . .
$ — $ 617.0
$ 327.3
$ 341.4
$ 327.3
$ 958.4
Principal and interest on third-
party nonrecourse debt
. . . . . . .
Net contractual future lease
receivable . . . . . . . . . . . . . . . . . .
Estimated non-guaranteed residual
value of leased assets . . . . . . . . .
Unearned income . . . . . . . . . . . . . .
Finance leases . . . . . . . . . . . . . . . .
Allowance for losses . . . . . . . . . . .
Deferred taxes . . . . . . . . . . . . . . . .
Net investment in finance
(518.6)
—
—
—
(518.6)
—
—
—
—
—
—
98.4
327.3
341.4
327.3
439.8
20.9
(31.8)
87.5
(9.0)
(62.7)
86.9
(168.5)
93.7
(187.7)
86.9
(168.5)
245.7
—
—
247.4
—
—
245.7
—
—
114.6
(219.5)
334.9
(9.0)
(62.7)
leases . . . . . . . . . . . . . . . . . . . . .
$ — $ 15.8
$ 245.7
$ 247.4
$ 245.7
$ 263.2
Leveraged Lease Income — Income from leveraged leases (net of taxes) was $0.2 million, $4.6 million and
$1.5 million in 2012, 2011 and 2010, respectively.
Usage Rents — Rental income on certain operating leases is based on equipment usage. Rental income from
usage rents was $18.2 million, $13.7 million and $11.8 million, in 2012, 2011 and 2010, respectively.
Initial Direct Costs — Deferred initial direct costs related to direct financing leases were $0.8 million and
$0.9 million, at December 31, 2012 and 2011, respectively.
65
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Future Receipts — Future contractual receipts from finance leases and noncancelable operating leases as of
December 31, 2012, were (in millions):
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Years thereafter
Finance
Leases
$ 40.2
38.7
35.9
31.3
29.4
151.8
$327.3
Operating
Leases *
$ 784.4
594.2
465.8
346.1
223.0
461.7
Total
$ 824.6
632.9
501.7
377.4
252.4
613.5
$2,875.2
$3,202.5
(*) The future contractual receipts due under operating leases include executory costs in the case of GATX’s
full service leases.
The following information pertains to GATX as a lessee:
Capital Lease Assets — Assets that are financed with capital lease obligations as of December 31 were
(in millions):
Railcars . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Marine vessels . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ — $ 3.6
79.0
79.9
2012
2011
Less: allowance for depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
79.9
(67.9)
82.6
(67.7)
$ 12.0
$ 14.9
Lease Obligations — Certain leases provide options for GATX to renew the leases or purchase the assets at
the end of the lease term. The specific terms of the renewal and purchase options vary. These amounts are not
included with future contractual rental payments. Future contractual rental payments due under noncancelable
leases as of December 31, 2012, were (in millions):
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Years thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: amounts representing interest . . . . . . . . . . . . . . . . . . . . . . . . .
Recourse
Operating
Leases(a)
Nonrecourse
Operating
Leases(b)
$115.3
119.7
139.7
101.5
89.3
417.4
$982.9
$ 27.9
27.4
26.0
21.9
22.5
75.3
$201.0
Capital
Leases
$ 3.1
3.1
3.1
2.7
1.1
—
$13.1
(1.8)
Present value of future contractual capital lease payments . . . . . . .
$11.3
(a) The contractual rental payments do not include the costs of licenses, taxes, insurance, and maintenance, for
which GATX is required to pay.
(b) The amounts shown for nonrecourse operating leases primarily reflect the rental payments of two wholly-
owned bankruptcy-remote, SPCs. These rentals are consolidated for accounting purposes, but do not
represent legal obligations of GATX.
66
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
NOTE 6.
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 recog-
nized 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 dis-
solved. 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 per-
centage of ownership, by segment, as of December 31, 2012 (in millions):
Rolls-Royce & Partners Finance * . . . . . . . . . . . . .
AAE Cargo AG . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cardinal Marine Investments, LLC . . . . . . . . . . . .
Singco Gas Pte, Limited . . . . . . . . . . . . . . . . . . . . .
Enerven Compression, LLC . . . . . . . . . . . . . . . . . .
Adler Funding, LLC . . . . . . . . . . . . . . . . . . . . . . . .
Southern Capital Corporation . . . . . . . . . . . . . . . . .
Intermodal Investment Fund V . . . . . . . . . . . . . . . .
Somargas II Private Limited . . . . . . . . . . . . . . . . . .
Other affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments in Affiliated Companies . . . . . . . . . . .
Segment
Portfolio Management
Rail International
Portfolio Management
Portfolio Management
Portfolio Management
Rail North America
Rail North America
Portfolio Management
Portfolio Management
GATX’s
Investment
GATX’s
Percentage
Ownership
$208.7
74.7
52.6
40.5
32.9
26.7
20.2
18.1
15.4
12.2
$502.0
50.0%
37.5%
50.0%
50.0%
45.6%
12.5%
50.0%
50.0%
35.0%
various
(*) 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):
Rail North America . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rail International
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Portfolio Management
$ 6.5
(18.3)
33.4
$ 3.9
0.5
36.2
Share of affiliates’ earnings (pre-tax) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21.6
(2.0)
40.6
(8.2)
$ 7.2
(6.0)
36.9
38.1
(9.6)
Share of Affiliates’ Earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 19.6
$32.4
$28.5
2012
2011
2010
67
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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 . . . . . . . . . . . . . . . . . . . . .
Rail International . . . . . . . . . . . . . . . . . . . . . . .
Portfolio Management . . . . . . . . . . . . . . . . . . .
$ — $ — $36.8
—
27.9
2.8
113.4
—
29.7
$14.9
—
50.8
$ 8.0
—
27.3
$ 9.7
—
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 out-
standing 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gains on sales of assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$651.8
57.4
75.3
$645.5
21.1
88.5
$636.2
10.9
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncurrent assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 311.0
4,781.3
$ 404.4
4,724.4
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$5,092.3
$5,128.8
Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncurrent liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 439.7
3,739.6
913.0
$ 570.7
3,671.9
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
68
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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 Affili-
ates.
Condensed income statements for the years ending December 31 (in millions):
Lease revenue from third parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Lease revenue from Rolls-Royce . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gains on sales of assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes * . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012
2011
2010
$ 140.4
112.9
(115.1)
(64.8)
(16.3)
35.9
93.0
(3.8)
$ 127.9
96.3
(100.1)
(55.5)
(11.5)
19.4
76.5
(3.6)
$118.2
94.8
(89.1)
(54.5)
(9.1)
3.4
63.7
(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):
Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating assets, net of accumulated depreciation of $651.8 for 2012 and
$568.1 for 2011 * . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other noncurrent assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012
2011
$
84.8
$ 104.5
2,572.2
14.1
2,335.5
15.0
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,671.1
$2,455.0
Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 122.8
1,955.1
217.7
375.5
$ 141.6
1,796.6
201.1
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):
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Years thereafter
Rolls-Royce
Third Parties
Total
$120.9
118.9
119.7
111.3
89.4
275.0
$835.2
$133.1
114.6
99.7
88.6
80.0
182.1
$698.1
$ 254.0
233.5
219.4
199.9
169.4
457.1
$1,533.3
69
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Maturities of debt obligations as of December 31, 2012, were as follows (in millions):
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Years thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt
Principal
$
64.2
417.1
622.0
359.7
245.6
288.3
Total debt principal * . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,996.9
(*) All debt obligations are nonrecourse to the shareholders.
NOTE 7. Variable Interest Entities
GATX evaluates whether an entity is a variable interest entity (“VIE”) based on the sufficiency of the enti-
ty’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 activ-
ities 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 per-
formance 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 of 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 risks associated with this VIE are substantially similar to those of GATX’s
wholly-owned railcar leasing activities.
The carrying amounts of assets and liabilities of the VIE as of December 31 were (in millions):
2012
2011
Operating assets, net of accumulated depreciation * . . . . . . . . . . . . . . . . . . . . . . . . .
Nonrecourse debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$98.4
35.1
$104.3
45.2
(*) 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 benefi-
ciary. These VIEs are primarily leveraged leases and certain investments in railcar and equipment leasing affili-
ates 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.
70
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The carrying amounts and maximum exposure to loss with respect to VIEs that GATX does not consolidate
as of December 31 were (in millions):
2012
2011
Net
Carrying
Amount
Maximum
Exposure
to Loss
Net
Carrying
Amount
Maximum
Exposure
to Loss
Investments in affiliates . . . . . . . . . . . . . . . . . . . . . . . . .
Leveraged leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$110.7
—
0.7
$110.7
—
0.7
$ 72.2
78.5
0.9
$ 72.2
78.5
0.9
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$111.4
$111.4
$151.6
$151.6
NOTE 8. Debt
Commercial Paper and Borrowings Under Bank Credit Facilities ($ in millions)
December 31
2012
2011
Balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted average interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$273.6
$28.6
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 . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . . . . . . . . . . . . .
Secured . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . . . . . . . . . . . . .
05/15/14
05/15/15
07/15/16
06/01/21
06/15/22
02/15/18
03/01/16
11/15/13
12/22/15
07/15/16
04/15/15
06/01/21
10/31/18
04/30/09
02/05/10
11/19/10
05/27/11
06/11/12
02/06/08
03/03/06
11/06/08
12/22/05
09/20/11
04/14/05
09/20/11
12/27/10
71
8.75% $ 300.0
250.0
4.75%
250.0
3.50%
250.0
4.85%
250.0
4.75%
200.0
6.00%
200.0
5.80%
159.9
9.00%
100.0
5.75%
100.0
3.50%
100.0
5.70%
50.0
4.85%
21.1
3.84%
$ 300.0
250.0
250.0
250.0
—
200.0
200.0
168.3
115.0
100.0
100.0
50.0
20.7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Unsecured . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . . . . . . . . . . . . .
Total recourse fixed rate debt
. . . . . .
Recourse Floating Rate Debt *
Unsecured . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . . . . . . . . . . . . .
Secured . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . . . . . . . . . . . . .
Secured . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . . . . . . . . . . . . .
Total recourse floating rate debt
. . . .
Nonrecourse Fixed Rate Debt
Secured . . . . . . . . . . . . . . . . . . . . . . . . . . .
Secured . . . . . . . . . . . . . . . . . . . . . . . . . . .
Secured . . . . . . . . . . . . . . . . . . . . . . . . . . .
Secured . . . . . . . . . . . . . . . . . . . . . . . . . . .
Secured . . . . . . . . . . . . . . . . . . . . . . . . . . .
Secured . . . . . . . . . . . . . . . . . . . . . . . . . . .
Secured . . . . . . . . . . . . . . . . . . . . . . . . . . .
Secured . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total nonrecourse fixed rate debt
. . .
Final
Maturity
11/30/18
10/01/12
02/15/12
12/11/12
11/30/12
05/31/12
07/31/12
01/31/12
06/12/17
03/18/14
05/17/13
12/21/17
12/19/20
06/28/13
12/31/19
10/31/15
09/30/16
05/14/14
06/12/17
10/31/16
08/31/16
09/30/16
11/30/16
02/28/15
09/30/13
06/30/12
12/31/12
12/15/12
12/31/12
09/20/16
12/31/13
06/30/17
04/29/16
07/31/17
05/31/12
05/31/12
05/31/12
Interest Rate
2012
2011
3.70%
4.75%
5.50%
3.49%
4.70%
4.25%
5.73%
5.83%
19.8
—
—
—
—
—
—
—
20.7
300.0
200.0
40.5
27.2
22.7
0.6
0.2
$2,250.8
$2,615.9
2.25% $ 107.5
100.0
1.25%
100.0
1.50%
100.0
1.88%
95.5
2.10%
70.0
0.90%
66.0
2.47%
42.9
1.58%
41.2
2.09%
38.0
2.86%
35.0
2.25%
27.7
2.01%
25.8
1.56%
18.4
2.17%
13.4
1.24%
13.2
1.97%
1.8
1.73%
—
2.84%
—
2.20%
—
1.63%
—
1.53%
$ 115.0
150.0
100.0
—
100.0
100.0
—
49.9
—
41.4
—
—
29.8
—
15.6
13.0
4.3
5.2
1.9
1.2
0.3
$ 896.4
$ 727.6
$
6.69% $
6.26%
6.77%
6.80%
6.78%
5.84%
6.27%
6.06%
35.1
21.4
2.5
1.3
0.8
—
—
—
$
61.1
$
45.2
22.2
2.5
1.3
0.8
3.5
2.4
1.4
79.3
Date of Issue
11/29/10
09/24/09
10/11/06
03/29/06
12/18/07
06/29/07
02/11/02
02/11/02
12/12/11
03/18/08
05/17/11
12/21/12
12/19/11
06/30/06
08/31/12
12/15/10
03/29/06
05/14/09
01/12/12
12/18/07
12/06/11
06/29/07
09/02/11
03/01/10
12/31/03
12/27/10
11/29/10
12/15/03
12/31/03
09/30/97
06/13/06
08/01/07
06/16/06
08/01/07
05/29/07
06/01/07
05/11/07
72
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Nonrecourse Floating Rate Debt *
Secured . . . . . . . . . . . . . . . . . . . . . . . . . . .
Secured . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total nonrecourse floating rate
debt
. . . . . . . . . . . . . . . . . . . . . . . .
Total debt principal . . . . . . . . . . . . . . . . . .
Debt discount, net
. . . . . . . . . . . . . . . . . . .
Debt adjustment for fair value hedges . . . .
Total Debt
. . . . . . . . . . . . . . . . . . . . .
Date of Issue
Final
Maturity
Interest Rate
2012
2011
Various
Various
05/08/14
01/15/15
1.46% $
1.46%
49.3
23.5
$
51.0
24.4
$
72.8
$
75.4
$3,281.1
(8.3)
10.2
$3,498.2
(9.3)
15.3
$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):
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter
Debt
Principal
$ 485.7
513.6
552.5
626.9
236.2
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
including leverage and cash flow covenants specific to those subsidiaries,
contain restrictive covenants,
restrictions on making loans and limitations on the ability of these subsidiaries to repay loans to certain related
73
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
parties (including GATX) and to pay dividends to GATX. The covenants relating to loans and dividends effec-
tively 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.
NOTE 9. Fair Value Disclosure
The following tables set forth GATX’s assets and liabilities measured at fair value on a recurring basis as of
December 31 (in millions):
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
Significant
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
December 31,
2012
$ —
3.3
—
—
—
$10.2
—
1.0
0.3
2.1
$—
—
—
—
—
$10.2
3.3
1.0
0.3
2.1
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
Significant
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
December 31,
2011
$ —
—
2.9
—
—
$15.3
2.1
—
2.1
0.3
$—
—
—
—
—
$15.3
2.1
2.9
2.1
0.3
Assets
Interest rate derivatives(a) . . . . . . . . . . . .
Available for sale equity securities . . . . .
Liabilities
Interest rate derivatives(a)
Interest rate derivatives(b) . . . . . . . . . . . .
. . .
Foreign exchange rate derivatives(b)
Assets
Interest rate derivatives(a) . . . . . . . . . . . .
. . .
Foreign exchange rate derivatives(b)
Available for sale equity securities . . . . .
Liabilities
Interest rate derivatives(a) . . . . . . . . . . . .
Interest rate derivatives(b) . . . . . . . . . . . .
(a) Designated as hedges
(b) Not designated as hedges
Available for sale equity securities are valued based on quoted prices on an active exchange. Derivatives 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.
74
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following table sets forth certain disclosures relating to GATX’s non-recurring Level 3 fair value meas-
urements in 2012 and 2011 (in millions):
Fair Value
of Assets
Impairment
Losses
2012
Investment in affiliated companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011
Operating assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$32.9
0.7
$14.8
0.7
2.8
4.1
In 2012, impairment losses related to the Enerven affiliate and a corporate aircraft on lease. In 2011,
impairment losses related to the corporate aircraft on lease and a helicopter held for sale. The fair value of the
Enerven affiliate was primarily based on expected final proceeds to be received after all sale and liquidation
proceedings are concluded. The fair values of the operating assets were based primarily on the expected future
proceeds to be received from the assets, including their disposition.
Derivative instruments
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 December 31, 2012 and 2011,
GATX had one instrument and three instruments outstanding, respectively, with an aggregate notional amount of
$100.0 million and $350.0 million, respectively. As of December 31, 2012, this derivative had a maturity in 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 December 31, 2012
and 2011, GATX had 12 instruments and 11 instruments outstanding, respectively, with an aggregate notional
amount of $129.2 million and $73.4 million, respectively. As of December 31, 2012, these derivatives had matur-
ities ranging from 2013-2019. Within the next 12 months, GATX expects to reclassify $6.8 million ($4.3 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.
Non-designated Derivatives — GATX does not hold or issue derivative financial instruments for purposes
other than hedging, although certain derivatives are not designated as accounting hedges. Changes in the fair
value of these derivatives are recognized in earnings immediately.
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 December 31, 2012, was $3.4 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.
75
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The income statement and other comprehensive income (loss) impacts of GATX’s derivative instruments
for the years ended December 31 were (in millions):
Derivative Designation
Location of Gain (Loss) Recognized
2012
2011
2010
Fair value hedges * . . . . . . . . . . . .
Cash flow hedges . . . . . . . . . . . . . .
Cash flow hedges . . . . . . . . . . . . . .
Cash flow hedges . . . . . . . . . . . . . .
Cash flow hedges . . . . . . . . . . . . . .
Non-designated . . . . . . . . . . . . . . .
Interest expense
Other comprehensive loss (effective
portion)
Interest expense (effective portion
reclassified from accumulated other
comprehensive loss)
Operating lease expense (effective
portion reclassified from accumulated
other comprehensive loss)
Other (expense) income (ineffective
portion)
Other (expense) income
$ 5.0
$ 2.3
$(7.4)
(0.2)
(5.9)
(8.1)
4.2
2.5
7.7
1.4
(0.1)
(5.0)
1.5
—
1.8
1.5
(0.1)
0.4
(*) 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, rent and other receivables, accounts
payable, and commercial paper and bank credit facilities approximate fair value due to the short maturity of those
instruments. The fair values of investment funds are 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 currently offered for loans with similar terms to borrowers of
similar credit quality. The following table sets forth the carrying amounts and fair values of GATX’s other finan-
cial instruments as of December 31 (in millions):
2012
Carrying
Amount
2012
Fair
Value
2011
Carrying
Amount
2011
Fair
Value
Assets
Investment Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities
Recourse fixed rate debt . . . . . . . . . . . . . . . . . . . . . . . . .
Recourse floating rate debt . . . . . . . . . . . . . . . . . . . . . . .
Nonrecourse debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
2.5
27.2
$
5.8
27.7
$
2.7
30.4
$
7.4
30.7
$2,343.3
809.1
130.6
$2,513.4
807.9
138.2
$2,627.2
727.6
149.4
$2,754.9
714.8
159.3
NOTE 10. Pension and Other Post-Retirement Benefits
GATX maintains both funded and unfunded noncontributory defined benefit pension plans covering its
domestic employees and the employees of certain of its subsidiaries. GATX also has a funded noncontributory
defined benefit pension plan related to a former business in the United Kingdom (“U.K.”), which has no active
employees. Benefits payable under the pension plans are based on years of service and/or final average salary.
GATX’s funding policies for the pension plans are based on actuarially determined cost methods allowable under
IRS regulations and statutory requirements in the U.K.
In addition to the pension plans, GATX has other post-retirement plans providing health care, life insurance
and other benefits for certain retired domestic employees who meet established criteria. Most domestic employ-
ees are eligible for health care and life insurance benefits if they retire from GATX with immediate benefits
under the GATX pension plan. The other post-retirement plans are either contributory or noncontributory,
depending on various factors.
76
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
GATX uses a December 31 measurement date for all of its plans. The following tables set forth pension
obligations and plan assets and other post-retirement obligations as of December 31 (in millions):
Change in Benefit Obligation
Benefit obligation at beginning of year . . . . . . . . . . . . . . . . .
Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest cost
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effect of foreign exchange rate changes . . . . . . . . . . . . . . . .
2012
Pension
Benefits
2011
Pension
Benefits
2012
Retiree
Health
and Life
2011
Retiree
Health
and Life
$425.0
5.7
19.7
49.2
(27.4)
1.6
$413.2
5.4
20.7
13.5
(27.5)
(0.3)
$ 44.8
0.2
2.0
4.9
(3.8)
—
$ 46.6
0.2
2.2
—
(4.2)
—
Benefit obligation at end of year . . . . . . . . . . . . . . . . . . . . . .
$473.8
$425.0
$ 48.1
$ 44.8
Change in Fair Value of Plan Assets
Plan assets at beginning of year . . . . . . . . . . . . . . . . . . . . . . .
Actual return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . .
Effect of exchange rate changes . . . . . . . . . . . . . . . . . . . . . . .
Company contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
377.5
55.3
1.6
2.1
(27.4)
392.7
10.2
(0.1)
2.2
(27.5)
—
—
—
3.8
(3.8)
—
—
—
4.2
(4.2)
Plan assets at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$409.1
$377.5
$ — $ —
Funded Status at end of year . . . . . . . . . . . . . . . . . . . . . . . .
$ (64.7)
$ (47.5)
$(48.1)
$(44.8)
Amount Recognized
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulative other comprehensive loss:
Net actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prior service credit (cost) . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive loss . . . . . . . . . . . . . . . . .
$ (64.7)
$ (47.5)
$(48.1)
$(44.8)
207.4
(4.1)
203.3
193.5
(5.1)
188.4
6.8
0.2
7.0
1.8
—
1.8
Total recognized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$138.6
$140.9
$(41.1)
$(43.0)
After-tax amount recognized in accumulated other
comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$126.8
$117.6
$ 4.3
$ 1.1
The aggregate accumulated benefit obligation for the defined benefit pension plans was $453.7 million and
$408.9 million at December 31, 2012 and 2011, respectively.
Information for pension plans with a projected benefit obligation in excess of plan assets is as followes as of
December 31 (in millions):
2012
2011
Projected benefit obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair value of plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$473.8
409.1
$425.0
377.5
Information for pension plans with an accumulated benefit obligation in excess of plan assets is as follows
as of December 31 (in millions):
2012
2011
Accumulated benefit obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair value of plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$453.7
409.1
$408.9
377.5
77
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The components of net periodic (benefit) cost for the year ended December 31 were (in millions):
Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected return on plan assets . . . . . . . . . . . . . . .
Amortization of:
2012
Pension
Benefits
2011
Pension
Benefits
2010
Pension
Benefits
2012
Retiree
Health
and
Life
$ 5.7
19.7
(29.6)
$ 5.4
20.7
(33.2)
$ 5.3
22.1
(33.5)
$ 0.2
2.0
—
2011
Retiree
Health
and
Life
$ 0.2
2.2
—
2010
Retiree
Health
and
Life
$ 0.2
2.4
—
. . . . . . . . . .
Unrecognized prior service credit
Unrecognized net actuarial loss (gain) . . . . . . .
(1.0)
9.9
(1.0)
7.2
(1.0)
6.0
(0.1)
(0.1)
(0.1)
(0.3)
(0.1)
(0.3)
Net periodic (benefit) cost
. . . . . . . . . . . . . . . . . .
$ 4.7
$ (0.9) $ (1.1) $ 2.0
$ 2.0
$ 2.2
GATX amortizes the unrecognized prior service credit using a straight-line method over the average remain-
ing service period of employees expected to receive benefits under the plan. The unrecognized net actuarial loss
(gain), subject to certain averaging conventions, is amortized over the average remaining service period of active
employees.
As of December 31, 2012, GATX expects within the next twelve months to recognize the following
amounts included in accumulated other comprehensive loss (gain) as components of net periodic cost (in
millions):
Unrecognized net actuarial loss (gain) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrecognized prior service credit
2013
Retiree
Health
and
Life
$(0.2)
(0.1)
Pension
Benefits
$14.0
(1.0)
GATX used the following assumptions to measure the benefit obligation, compute the expected long-term
return on assets and measure the periodic cost for GATX’s defined benefit pension plans and other post-
retirement benefit plans for the years ended December 31:
2012
2011
Domestic defined benefit pension plans
Benefit Obligation at December 31:
Discount rate — salaried funded and unfunded plans . . . . . . . . . . . . . . . . .
Discount rate — hourly funded plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rate of compensation increases — salaried funded and unfunded plans . . .
Rate of compensation increases — hourly funded plans . . . . . . . . . . . . . . .
Net Periodic Cost (Benefit) for the years ended December 31:
Discount rate — salaried funded and unfunded plans . . . . . . . . . . . . . . . . .
Discount rate — hourly funded plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected return on plan assets — salaried funded plan . . . . . . . . . . . . . . . .
Expected return on plan assets — hourly funded plan . . . . . . . . . . . . . . . . .
Rate of compensation increases — salaried funded and unfunded plans . . .
Rate of compensation increases — hourly funded plan . . . . . . . . . . . . . . . .
3.95%
4.05%
3.00%
N/A
4.80%
4.85%
8.05%
7.10%
3.00%
N/A
4.80%
4.85%
3.00%
N/A
5.25%
5.25%
8.65%
7.80%
4.50%
N/A
78
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
2012
2011
Foreign defined benefit pension plan
Benefit Obligation at December 31:
Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rate of pension-in-payment increases . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.25%
3.00%
Net Periodic Cost (Benefit) for the years ended December 31:
Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rate of pension-in-payment increases . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.65%
5.77%
2.90%
Other post-retirement benefit plans
Benefit Obligation at December 31:
Discount rate — salaried health . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discount rate — hourly health . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discount rate — salaried life insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discount rate — hourly life insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rate of compensation increases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Periodic Cost (Benefit) for the years ended December 31:
Discount rate — salaried health . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discount rate — hourly health . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discount rate — salaried life insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discount rate — hourly life insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rate of compensation increases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.65%
3.60%
3.90%
3.45%
N/A
4.50%
4.60%
4.75%
4.45%
N/A
4.65%
2.90%
5.40%
6.12%
3.40%
4.50%
4.60%
4.75%
4.45%
N/A
4.95%
4.95%
4.95%
4.95%
N/A
The discount rate is used by GATX to calculate the present value of expected future pension and post-
retirement cash flows as of the measurement date. The discount rate is based on yields for high-quality, long-
term bonds, with durations similar to that of the projected benefit obligation. The expected return on plan assets
is based on current and expected asset allocations, as well as historical and expected returns on various categories
of plan assets. GATX routinely reviews its historical returns along with current market conditions to ensure its
expected return assumption is reasonable and appropriate.
2012
2011
Assumed Health Care Cost Trend Rates at December 31
Health care cost trend assumed for next year
Medical claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prescription drugs claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7.00% 7.50%
6.50% 7.50%
Rate to which the cost trend is expected to decline (the ultimate trend rate)
Medical claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prescription drugs claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.00% 5.00%
5.00% 5.00%
Year that rate reaches the ultimate trend rate
Medical claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prescription drugs claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019
2017
2018
2018
79
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The health care cost trend, which is comprised of medical and prescription drug claims, has a significant
effect on the other post-retirement benefit cost and obligation. A one-percentage-point change in the trend rate
would have the following effects (in millions):
One-Percentage-Point
Increase
One-Percentage-Point
Decrease
. . . . . . . . . . . . .
Effect on total of service and interest cost
Effect on post-retirement benefit obligation . . . . . . . . . . . .
$0.1
2.5
$(0.1)
(2.2)
GATX’s investment policies require that asset allocations of domestic and foreign funded pension plans be
maintained at certain targets. GATX’s weighted-average asset allocations of its domestic funded pension plans at
December 31, 2012 and 2011, and current target asset allocation for 2012, by asset category, are as follows:
Asset Category
Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plan Assets at
December 31
Target
2012
2011
66.0% 65.3% 64.1%
29.0% 28.9% 30.1%
5.2%
5.8%
5.0%
0.6%
—
—
100.0% 100.0% 100.0%
GATX’s weighted-average asset allocations of its foreign funded pension plan at December 31, 2012 and
2011, and current target asset allocation for 2013, by asset category, are as follows:
Asset Category
Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plan Assets at
December 31
Target
2012
2011
36.8% 36.2% 36.1%
63.2% 63.8% 63.9%
100.0% 100.0% 100.0%
The following tables set forth the fair value of GATX’s pension plan assets as of December 31 (in millions):
Assets
Short-term investment funds . . . . . . . . . . .
Common stock . . . . . . . . . . . . . . . . . . . . .
Common stock collective funds . . . . . . . .
Fixed income collective trust funds . . . . .
Real estate collective trust funds . . . . . . .
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
Significant
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
December 31,
2012
$ —
—
245.0
131.2
21.6
$397.8
$—
—
—
—
—
$—
$
1.0
10.3
245.0
131.2
21.6
$409.1
$ 1.0
10.3
—
—
—
$11.3
80
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
Significant
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
December 31,
2011
Assets
Short-term investment funds . . . . . . . . . . .
Common stock . . . . . . . . . . . . . . . . . . . . .
Common stock collective funds . . . . . . . .
Fixed income collective trust funds . . . . .
Real estate collective trust funds . . . . . . .
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 2.9
8.9
—
—
—
$11.8
$ —
—
222.5
125.3
17.9
$365.7
$—
—
—
—
—
$—
$
2.9
8.9
222.5
125.3
17.9
$377.5
The following is a description of the valuation techniques and inputs used as of December 31, 2012 and
2011:
Short-term investment funds: Valued based on the closing net asset values (NAV) quoted by the funds. The
NAV represents the unitized fair values of the underlying securities held by the trusts, which are traded in an
active market. Short-term investment funds are highly liquid investments in obligations of the U.S. Govern-
ment, its agencies or instrumentalities, and related money market instruments. There are no unfunded
commitments, restrictions on redemption frequency, or advance notice periods required for redemption.
Common stock: Traded in an active market and valued at the last reported sales price on the last business
day of the plan year.
Common stock and fixed income collective trust funds: Valued based on the closing NAV prices quoted by
the funds. The NAV represents the unitized fair values of the underlying securities held by the trusts, which
are traded in an active market. There are no unfunded commitments, restrictions on redemption frequency,
or advance notice periods required for redemption for any of the collective trusts. The common stock funds
each have an investment objective of long-term total return through capital appreciation and current income.
The fixed income funds are each designed to deliver safety and stability by preserving principal and
accumulated earnings.
Real estate collective trust funds: Valued based on the NAV provided by the administrators of the funds,
which represents the unitized fair values of the underlying U.S. commercial real estate held by the funds.
Fair values were determined by independent appraisal of the real estate properties. Redemptions from the
real estate funds are available upon either 45 or 60 days’ notice prior to the end of a quarter. Redemptions
may be limited and/or delayed by a lack of liquidity in the funds. The real estate funds are diversified by
location and property type with an investment objective of long-term return through property appreciation,
current income, and timely sales. In 2012, the Company determined that the inputs used to measure the real
estate funds at fair value are Level 2 inputs. The fair value disclosures for 2011 have been revised to con-
form to the 2012 presentation.
The primary investing objective of the pension plans is to represent the exclusive interests of plan partic-
ipants for the purpose of providing benefits to participants and their beneficiaries. To achieve this goal, GATX’s
philosophy is to invest in a diversified portfolio of equities, debt and real estate investments to maximize return
and to keep risk at a reasonable level over a long-term investment horizon. Equity investments are diversified
across U.S. and non-U.S. stocks as well as growth, value and small to large capitalizations. Debt securities are
predominately invested in long-term, investment-grade corporate bonds. Real estate investments include invest-
ments in funds that are diversified by location and property type.
On a timely basis, but not less than twice a year, GATX formally reviews pension plan investments to
ensure adherence to investment guidelines and the Company’s stated investment approach. This review also
81
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
evaluates reasonableness of investment decisions and risk positions. The performance of investments is com-
pared to indices and peers to determine if performance has been acceptable.
In 2013, GATX expects to contribute approximately $7.0 million to its pension and other post-retirement
benefit plans. Additional contributions to the domestic funded pension plans will be dependent on several factors,
including investment returns on plan assets and actuarial experience.
The following benefit payments, which reflect expected future service, as appropriate, are expected to be
paid (in millions):
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Years 2018-2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Funded
Plans
$ 29.2
29.0
29.0
29.3
31.1
148.3
$295.9
Unfunded
Plans
Retiree
Health
and Life
$ 2.0
1.9
1.8
2.0
2.0
11.9
$21.6
$ 4.4
4.3
4.0
3.9
3.6
15.0
$35.2
The following are estimated Medicare Part D Subsidies expected to be received as a result of the Medicare
Prescription Drug, Improvement and Modernization Act of 2003 (in millions):
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Years 2018-2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$0.5
0.5
0.5
0.5
0.4
2.2
$4.6
In addition to its defined benefit plans, GATX maintains two 401(k) retirement plans that are available to
substantially all salaried and certain other employee groups. GATX may contribute to the plans as specified by
their respective terms and as determined by the Board of Directors. Contributions to such plans were $1.6 mil-
lion, $1.4 million and zero for 2012, 2011, and 2010, respectively.
Multiemployer Plans
The shipboard personnel at ASC participate in various multiemployer benefit plans that provide pension,
health care, post-retirement and other benefits to active and retired employees. Unlike single employer plans,
GATX does not recognize plan assets or obligations for multiemployer plans on its balance sheet. Rather, GATX
recognizes as marine operating expenses the amounts of its contributions to the plans. The amounts contributed
are based on the number of crew hours worked, which is dependent on the number of vessels deployed and
aggregate operating days in a particular year. The risks of participating in these multiemployer plans are different
from single employer plans in the following aspects:
• Assets contributed by one employer may be used to provide benefits to employees of other participating
employers;
• If a participating employer fails to make its required contributions, any unfunded obligations of the plan
may be borne by the remaining participating employers; and
82
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
• If an employer chooses to stop participating in a multiemployer plan, the withdrawing company may be
required to make additional contributions.
GATX’s contributions to multiemployer benefit plans for the years indicated were as follows (in millions):
Multiemployer Plans
EIN and Pension
Plan Number
American Maritime Officers
Pension
Protection
Act Zone
Status(b)
GATX Contributions
2012
2011
2010
Collective
Bargaining
Agreement
Expiration Date
Pension Plan(a)
. . . . . . . . . .
13-1969709-001 Endangered-Yellow $1.5
$2.1
$2.2
January 15, 2017
Other multiemployer post-
retirement plans . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . .
6.6
6.4
6.2
$8.1
$8.5
$8.4
(a) GATX’s contributions represented more than 5% of the total contributions to the plan during each year and
no surcharge was imposed for any year.
(b) The American Maritime Officers Pension Plan was determined to be in endangered status (i.e. “yellow
zone” as defined by the Pension Protection Act of 2006) for the plan year beginning October 1, 2012,
because it has funding or liquidity problems, or both. A rehabilitation plan, as defined by the Employee
Retirement Security Act of 1974, was instituted under which certain adjustable benefits were reduced or
eliminated and GATX is required to contribute at a negotiated rate per day worked by each employee.
NOTE 11. Share-Based Compensation
GATX provides equity awards to its employees under its GATX Corporation 2012 Incentive Award Plan
(the “2012 Plan”), which was adopted in 2012 and superseded the GATX Corporation 2004 Equity Incentive
Compensation Plan. The plan provides for the granting of stock options, stock appreciation rights (“SARs”),
restricted shares and phantom stock awards. As of December 31, 2012, 3.5 million shares were authorized under
the 2012 Plan and 3.5 million shares were available for future issuance. GATX recognizes compensation expense
for its equity awards in selling, general and administrative expenses over the service period of each award. For
2012, 2011 and 2010, share-based compensation expense was $12.2 million, $11.0 million and $8.0 million,
respectively, and related tax benefits were $4.6 million, $4.1 million and $3.0 million, respectively. These awards
are more fully described below.
Stock Option and SAR Awards
Stock option and SARs provide for the purchase of shares of common stock and may be granted for periods
not longer than seven years from the grant date. SARs entitle the holder to receive the difference between the
market price of GATX’s common stock at the time of exercise and the exercise price, either in shares of common
stock, cash or a combination thereof, at GATX’s discretion. Options entitle the holder to purchase shares of
GATX common stock at a specified exercise price. Dividends accrue on all options and SARs and are paid upon
vesting. Dividends continue to be paid until the options or SARs are exercised, cancelled or expire. The exercise
price for stock options and SARs is equal to the average of the high and low trading prices of GATX common
stock on the date of grant. Compensation expense is recognized on a straight-line basis over the applicable vest-
ing period. Since 2006, only SARs have been awarded. SARs vest and become exercisable in 1/3 annual incre-
ments over three years.
The estimated fair value of a SAR is the sum of the value derived using the Black-Scholes option pricing
model and the present value of dividends expected to be paid over the expected term of the SAR. The Black-
Scholes valuation incorporates various assumptions, including expected term, expected volatility, and risk free
83
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
interest rates. Expected term is based on historical exercise patterns and post-vesting terminations. Expected
volatility is based on the historical volatility of GATX’s stock price over a period equal to the expected term.
Risk-free interest rates are based on the implied yield on U.S. Treasury zero-coupon bond issues with a remain-
ing term equal to the expected term.
The weighted average fair value for GATX’s SARs and the assumptions used to estimate fair value were:
Weighted average estimated fair value . . . . . . . . . . . . . . . . . . . . . . . . . .
Quarterly dividend rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected term of SAR, in years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected stock price volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Present value of dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012
2011
2010
$18.48
$ 0.29
4.7
1.0%
2.7%
43.3%
$13.88
$ 0.29
4.3
1.6%
3.4%
41.9%
$11.13
$ 0.28
4.3
2.0%
4.3%
41.8%
$ 5.37
$ 4.76
$ 4.55
Certain data with respect to stock option and SAR activity for the year ended December 31, 2012, were:
Number of
Options and SARs
(in thousands)
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual Term
(Years)
Aggregate
Intrinsic
Value
(in millions)
Outstanding at beginning of the
year
. . . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . .
Forfeited/Cancelled . . . . . . . . . . . . . . .
Expired . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding at end of the year . . . . . . .
Vested and exercisable at end of the
1,879
350
(341)
(10)
(6)
1,872
$31.08
43.99
28.99
37.15
38.95
33.82
year
. . . . . . . . . . . . . . . . . . . . . . . . .
1,146
31.48
$ 4.9
18.0
13.8
3.7
2.6
The total intrinsic value of options and SARs exercised during the years ended December 31, 2012, 2011
and 2010 was $4.9 million, $4.5 million and $1.0 million, respectively. As of December 31, 2012, there was
$6.3 million of unrecognized compensation expense related to nonvested SARs, which is expected to be recog-
nized over a weighted average period of 1.7 years.
Restricted and Performance Share Awards
Restricted shares entitle the recipient to receive a specified number of restricted shares of common stock
upon vesting. Restricted shares do not carry voting rights and are not transferable prior to the expiration of a
specified restriction period, generally three years, as determined by the Compensation Committee of the Board of
Directors ( the “Compensation Committee”). Dividends accrue on all restricted shares and are paid upon vesting.
Compensation expense is recognized for these awards over the applicable vesting period.
Performance shares are restricted shares that are granted to key employees based on the achievement of
certain strategic objectives. The shares are converted to common stock based on the achievement of pre-
determined performance goals at the end of a specified performance period as determined by the Compensation
Committee. An estimate of the number of shares expected to vest as a result of actual performance against the
performance criteria is made at the time of grant to determine total compensation expense to be recognized. The
estimate is reevaluated annually and total compensation expense is adjusted for any changes in the estimate, with
a cumulative catch up adjustment (i.e., the cumulative effect of applying the change in estimate retrospectively)
84
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
recognized in the period of change. Compensation expense is recognized for these awards over the applicable
vesting period, generally three years.
GATX values its restricted and performance share awards based on the average of the high and low values
of its stock on the grant date. As of December 31, 2012, there was $6.6 million of unrecognized compensation
expense related to these awards, which is expected to be recognized over a weighted average period of 1.8 years.
Certain data with respect to restricted and performance share activity for the year ended December 31, 2012,
were:
Number of Share
Units Outstanding
Weighted Average
Grant-Date Fair Value
Restricted Shares:
Nonvested at beginning of the year . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
333,837
75,580
(134,508)
(7,919)
Nonvested at end of the year . . . . . . . . . . . . . . . . . . . . . . . . .
266,990
Performance Shares:
Nonvested at beginning of the year . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net increase due to estimated performance . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
188,434
76,780
9,567
(85,575)
Nonvested at end of the year . . . . . . . . . . . . . . . . . . . . . . . . .
189,206
$29.04
43.71
25.10
33.87
35.03
$30.36
44.02
40.81
25.96
38.42
The total fair value of restricted and performance shares that vested during the years ended December 31,
2012, 2011 and 2010, was $5.6 million, $2.7 million and $2.5 million, respectively.
Phantom Stock Awards
Phantom stock is granted to non-employee directors as a component of their compensation for service on
GATX’s Board of Directors. In accordance with the terms of the phantom stock awards, each director is credited
with a quantity of units that equate to, but are not, common shares in the Company. Phantom stock awards are
dividend participating with all dividends reinvested in additional phantom shares at the average of the high and
low trading prices of GATX stock on the dividend payment date. Settlement of whole units of phantom stock will
be made in shares of common stock and fractional units will be paid in cash at the expiration of each director’s
service on the Board and/or in accordance with his or her deferral election. In 2012, GATX granted 20,722 units
of phantom stock and 135,261 units were outstanding as of December 31, 2012.
NOTE 12.
Income Taxes
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of
assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. U.S. income
taxes have not been provided on the undistributed earnings of foreign subsidiaries and affiliates that GATX
intends to permanently reinvest in foreign operations. The cumulative amount of such earnings was $551.4 mil-
lion at December 31, 2012. The ultimate tax cost of these earnings is dependent on tax laws in effect and other
circumstances at the time of distribution.
85
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Significant components of GATX’s deferred tax liabilities and assets as of December 31 were (in millions):
Deferred Tax Liabilities
Book/tax basis difference due to depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . .
Leveraged leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments in affiliated companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Lease accounting (other than leveraged) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred Tax Assets
Alternative minimum tax credit
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Federal net operating loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign tax credit
Valuation on foreign tax credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State net operating loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Valuation on state net operating loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign net operating loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accruals not currently deductible for tax purposes . . . . . . . . . . . . . . . . . . . . . . . .
Allowance for losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pension and post-retirement benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012
2011
$806.7
—
81.6
12.6
3.1
$756.2
62.7
82.4
13.7
2.9
904.0
917.9
5.2
—
7.3
(7.3)
26.6
(12.8)
9.5
19.1
6.6
48.6
18.2
8.9
38.1
13.9
(13.9)
31.1
(15.8)
7.3
21.8
5.4
40.7
14.5
Total deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
121.0
152.0
Net deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$783.0
$765.9
At December 31, 2012, GATX had fully utilized its U.S. federal tax net operating loss carryforward of
$108.8 million, and its alternative minimum tax credit, which has an unlimited carryforward period, was reduced
to $5.2 million.
At December 31, 2012, GATX had foreign tax credits of $7.3 million that are scheduled to expire beginning
in 2015. A $7.3 million valuation allowance has been recorded as the Company believes it is more likely than not
that it will be unable to utilize these credits. GATX also had state net operating losses of $26.6 million, net of
federal benefit, that are scheduled to expire at various times beginning in 2013. A $12.8 million valuation allow-
ance has been recorded as the Company believes it is more likely than not that it will be unable to utilize all of
these losses. Additionally, GATX has a foreign net operating loss of $9.5 million that has an unlimited carryfor-
ward period. Utilization of future tax credits and net operating losses will be dependent on a number of variables,
including the amount of taxable income, foreign source income attributes and state apportionment factors.
A reconciliation of the beginning and ending amount of gross liability for unrecognized tax benefits is as
follows (in millions):
Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reductions due to expiration of the applicable statute of limitations . . . . . . . . . .
Reductions due to settlement of audit issues . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 20.8
(16.1)
—
$ 42.7
—
(21.9)
Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 4.7
$ 20.8
2012
2011
86
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
At December 31, 2012, GATX’s gross liability for unrecognized tax benefits was $4.7 million of which
$3.2 million, if recognized, would favorably impact income tax expense. Subject to the completion of certain
audits, the Company believes it is reasonably possible that, within the next 12 months, unrecognized tax benefits
of $0.4 million may be recognized. During the year ended December 31, 2012, upon expiration of the applicable
statute of limitations, GATX released a gross unrecognized tax benefit of $16.1 million (net tax expense impact
of $15.5 million). During the year ended December 31, 2011, the Company settled several open audit years
resulting in the release of gross unrecognized tax benefits totaling $21.9 million (net tax expense impact of
$4.8 million). The Company recognizes interest and penalties related to unrecognized tax benefits as income tax
expense. No amounts have been accrued for penalties. To the extent interest is not assessed or otherwise reduced
with respect to uncertain tax positions, any required adjustment will be recorded as a reduction of income tax
expense.
GATX files numerous consolidated and separate income tax returns in the U.S. federal jurisdiction, as well
as various state and foreign jurisdictions. All federal examinations with respect to GATX’s U.S. tax returns for
years prior to 2009 have been closed. The Company and its subsidiaries are undergoing audits in various state
and foreign jurisdictions.
The components of income before income taxes, excluding domestic and foreign joint ventures, for the
years ending December 31 consisted of (in millions):
2012
2011
2010
Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 80.5
63.3
$ 39.5
68.1
$ 5.1
54.2
$143.8
$107.6
$59.3
GATX and its U.S. subsidiaries file a consolidated federal income tax return. Income taxes, excluding
domestic and foreign joint ventures, for the years ending December 31 consisted of (in millions):
2012
2011
2010
Current
Domestic:
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State and local . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ (8.8)
2.5
$ 0.7
0.8
$(0.2)
0.8
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred
Domestic:
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State and local . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(6.3)
8.0
1.7
16.0
(3.1)
12.9
11.5
24.4
1.5
5.0
6.5
8.9
0.5
9.4
13.3
22.7
0.6
5.0
5.6
(3.1)
0.3
(2.8)
4.2
1.4
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$26.1
$29.2
$ 7.0
87
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The reasons for the difference between GATX’s effective income tax rate and the federal statutory income
tax rate for the years ending December 31 were (in millions):
Income taxes at federal statutory rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjust for effect of:
Foreign tax credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign earnings taxed at lower rates . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax effect of foreign dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expiration of the applicable statute of limitations . . . . . . . . . . . . . . . . . .
Settlement of audit issues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate owned life insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012
2011
2010
$ 50.4
$37.7
$20.8
(13.7)
(4.1)
6.3
(15.5)
—
(0.3)
1.9
1.1
(0.1)
(6.7)
—
—
(4.8)
(0.2)
1.1
2.2
—
(2.7)
—
—
(9.5)
(2.4)
0.1
0.7
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 26.1
$29.2
$ 7.0
Effective income tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18.2% 27.1% 11.8%
The 2012 effective income tax rate was impacted by the utilization of foreign tax credits offset by
incremental income and withholding taxes on foreign dividends. Additionally, 2012 included a $15.5 million
benefit that was recognized upon the expiration of the applicable statute of limitations. In each of 2011 and 2010,
the effective income tax rate was impacted by the resolution of various foreign, federal, and state tax audit issues.
The adjustment for foreign earnings reflects the impact of lower tax rates on income earned at GATX’s foreign
subsidiaries.
State income taxes are provided on domestic pre-tax income or loss. The effect of state income tax on the
overall income tax rate is impacted by the amount of domestic income subject to state taxes relative to total
worldwide income.
NOTE 13. Concentrations
Concentration of Revenues — GATX’s revenues are derived from a wide range of industries and compa-
nies. Approximately 23% of total revenues are generated from customers in the chemical industry, 20% from the
petroleum industry, 15% from transportation industry, 12% from the steel industry and 11% from the food/
agriculture industries. GATX’s foreign identifiable revenues were primarily generated in the countries of Canada,
Germany, Poland, Mexico and Austria.
Concentration of Credit Risk — The Company does not have any revenue concentrations from any partic-
ular customer for any of the years ended December 31, 2012, 2011 and 2010. Under its lease agreements with
lessees, GATX typically retains legal ownership of the asset except where such assets have been financed by
sale-leasebacks. GATX performs a credit evaluation prior to approval of a lease contract. Subsequently, the cred-
itworthiness of the customer and the value of the collateral are monitored on an ongoing basis. GATX maintains
an allowance for losses to provide for credit losses inherent in its reservable assets portfolio.
Concentration of Labor Force — As of December 31, 2012, 35% of GATX’s employees were covered by
collective bargaining agreements and 4% of GATX’s employees were covered by collective bargaining agree-
ments that have expired or will expire within the next year. The hourly employees at GATX’s U.S. service cen-
ters belong to the United Steelworkers. Employees at three of GATX’s Canadian service centers belong to the
Communication, Energy and Paperworkers Union of Canada. The shipboard personnel at ASC belong to the
American Maritime Officers and the Seafarers International Union.
NOTE 14. Commercial Commitments
In connection with certain investments or transactions, GATX has entered into various commercial commit-
ments, such as guarantees and standby letters of credit, which could potentially require performance in the event
88
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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 obliga-
tions using techniques similar to those used to evaluate funded transactions.
The following table shows GATX’s commercial commitments as of December 31 (in millions):
Affiliate guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Asset residual value guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Lease payment guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Performance bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Standby letters of credit
2012
2011
$ 42.0
11.2
41.0
0.6
9.7
$ 42.0
33.9
47.0
1.3
9.8
Total commercial commitments * . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$104.5
$134.0
(*) At December 31, 2012, the carrying value of liabilities on the balance sheet for commercial commitments
was $6.4 million. The expirations of these commitments range from 2013 to 2022. GATX is not aware of
any event that would require it to satisfy any of these commitments.
Affiliate guarantees generally involve guaranteeing repayment of the financing utilized to acquire assets and
are in lieu of making direct equity investments in the affiliate. Affiliate guarantees exclude 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. GATX is not aware of any event that would require it to satisfy these
guarantees and expects the affiliates to generate sufficient cash flow to satisfy their financing 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 net gain on asset dispositions. 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 these guarantees
will be reduced by the value realized from disposition of the asset.
Lease payment guarantees represent GATX’s guarantee of third-party lease payments to financial
institutions. Any liability resulting from GATX’s performance pursuant to these guarantees will be reduced by
the value realized from the underlying asset or group of assets.
GATX and its subsidiaries are also parties to standing letters of credit and performance bonds primarily
related to workers’ compensation and general liability insurance coverages. No material claims have been made
against these obligations and as of December 31, 2012, GATX does not expect any material losses to result from
these obligations as performance is not anticipated to be required.
NOTE 15. 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 year. Shares issued or reacquired
during the year, if applicable, were weighted for the portion of the year that they were outstanding. Diluted earn-
ings per share give effect to potentially dilutive securities, including convertible preferred stock, employee stock
options/SARs, restricted stock and convertible debt and equity compensation awards.
89
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following table sets forth the computation of basic and diluted net income per common share for the
years ending December 31 (in millions, except per share data):
2012
2011
2010
Numerator:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$137.3
$110.8
$80.8
Numerator for basic earnings per share — income available to common
shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$137.3
$110.8
$80.8
Effect of dilutive securities:
After-tax interest expense on convertible securities . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
0.2
Numerator for diluted earnings per share — income available to common
shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$137.3
$110.8
$81.0
Denominator:
Denominator for basic earnings per share — weighted average shares . . . . . . . . . . . . . .
Effect of dilutive securities:
46.8
46.4
46.1
Equity compensation plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Convertible preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Convertible securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.7
0.1
—
0.7
0.1
—
0.5
0.1
0.3
Denominator for diluted earnings per share — adjusted weighted average and assumed
conversion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Basic earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
47.6
$ 2.93
47.2
$ 2.39
47.0
$1.75
Diluted earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 2.88
$ 2.35
$1.72
NOTE 16. Goodwill
Goodwill was $91.7 million and $90.5 million as of December 31, 2012 and 2011, respectively. In the
fourth quarter of 2012, GATX performed a review for impairment of goodwill, concluding that goodwill was not
impaired. For 2012 and 2011, changes in the carrying amount of GATX’s goodwill, all of which pertains to Rail
North America and Rail International, were the result of changes in foreign currency exchange rates.
NOTE 17. Allowance for Losses
The following summarizes changes in the allowance for losses at December 31 (in millions):
Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Reversal) provision for losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Charges to allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Recoveries and other, including foreign exchange adjustments . . . . . . . . . . . . . . . . . .
2012
2011
$11.8
(0.6)
(7.8)
1.2
$11.6
0.2
(0.5)
0.5
Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 4.6
$11.8
The allowance for losses is comprised of general allowances for trade receivables and specific allowances
for finance leases. As of December 31, 2012, general allowances for trade receivables were $3.4 million or 3.9%
of rent and other receivables compared to $2.8 million or 3.7% at December 31, 2011. Specific allowances for
finance leases were $1.2 million at December 31, 2012, compared to $9.0 million at December 31, 2011. The
decrease in specific allowances was primarily related to the sale of a non-performing leveraged lease investment.
90
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
NOTE 18. Other Assets and Other Liabilities
The following table summarizes the components of Other Assets reported on the consolidated balance
sheets as of December 31 (in millions):
Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Office furniture, fixtures and other equipment, net of accumulated depreciation . .
Derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred financing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Assets held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012
2011
$ 49.1
35.8
10.2
14.8
10.1
6.5
9.5
50.7
$186.7
$ 42.1
32.7
17.4
16.1
0.5
6.4
12.5
52.4
$180.1
The following table summarizes the components of Other Liabilities reported on the consolidated balance
sheets as of December 31 (in millions):
Accrued operating lease expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pension and other post-retirement liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred gains on sale-leasebacks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrecognized tax benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Environmental reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012
2011
$ 56.3
112.8
47.2
3.2
15.6
11.8
3.4
32.6
$282.9
$ 67.3
92.3
34.9
18.8
16.7
15.4
2.4
33.8
$281.6
NOTE 19. Shareholders’ Equity
In 2008, the Company’s Board of Directors authorized a $200 million common stock repurchase program of
which $68.4 million was available as of December 31, 2012.
In accordance with GATX’s certificate of incorporation, 120 million shares of common stock are
authorized, at a par value of $0.625 per share. As of December 31, 2012, 66.0 million shares were issued and
46.9 million shares were outstanding.
The following shares of common stock were reserved as of December 31, 2012:
Conversion of outstanding preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Share-based compensation award plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shares
(in millions)
0.1
6.5
6.6
GATX’s certificate of incorporation also authorizes five million shares of preferred stock at a par value of
$1.00 per share. At December 31, 2012 and 2011, 15,567 and 16,644 shares of preferred stock were outstanding,
respectively. Shares of preferred stock issued and outstanding consist of Series A and B $2.50 cumulative con-
vertible preferred stock, which entitle holders to a cumulative annual cash dividend of $2.50 per share. Each
share is convertible at the option of the holder at any time into five shares of common stock. Each share of such
preferred stock may be called for redemption by GATX at any time at $63.00 per share. In the event of GATX’s
91
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
liquidation, dissolution or winding up, the holders of such preferred stock will be entitled to receive $60.00 per
share plus accrued and unpaid dividends to the date of payment. At December 31, 2012 and 2011, the aggregated
liquidation preference of both series of preferred stocks was $0.9 million and $1.0 million, respectively.
Holders of both preferred and common stock are entitled to one vote for each share held. Except in certain
instances, all such classes of stock vote together as a single class.
NOTE 20. Accumulated Other Comprehensive Income (Loss)
The change in components for accumulated other comprehensive income (loss) were as follows (in millions):
Foreign
Currency
Translation
Gain (Loss)
$ 74.4
(28.4)
Unrealized
Gain (Loss)
on Securities
$(1.7)
1.4
Unrealized
Loss on
Derivative
Instruments
$(52.2)
(12.2)
Post-
Retirement
Benefit
Plans
$(105.0)
3.7
Balance at December 31, 2009 . . . .
Change in component
. . . . . . . . .
Reclassification adjustments into
earnings . . . . . . . . . . . . . . . . . .
Income tax effect . . . . . . . . . . . . .
Balance at December 31, 2010 . . . .
Change in component
. . . . . . . . .
Reclassification adjustments into
earnings . . . . . . . . . . . . . . . . . .
Income tax effect . . . . . . . . . . . . .
Balance at December 31, 2011 . . . .
. . . . . . . . .
Change in component
Reclassification adjustments into
earnings . . . . . . . . . . . . . . . . . .
Income tax effect . . . . . . . . . . . . .
Balance at December 31, 2012 . . . .
—
—
46.0
(41.2)
1.6
—
6.4
25.0
—
—
$ 31.4
—
(0.1)
(0.4)
(1.2)
0.9
0.1
(0.6)
0.5
(0.4)
0.1
$(0.4)
Total
$ (84.5)
(35.5)
13.7
(3.7)
(110.0)
(85.0)
12.3
13.6
(169.1)
2.9
9.2
(0.5)
(55.7)
(6.6)
4.0
2.1
(56.2)
6.2
4.5
(3.1)
(99.9)
(36.0)
5.8
11.4
(118.7)
(28.8)
6.5
(1.0)
$(44.5)
8.7
7.7
$(131.1)
14.8
6.8
$(144.6)
NOTE 21. Foreign Operations
Revenues are determined to be foreign or domestic based upon location of the customer. Assets are
determined based on ownership of the assets. The Company did not derive revenues in excess of 10% of con-
solidated revenues from any one foreign country for the years ended December 31, 2012, 2011 and 2010. At
December 31, 2012, 8% and 7% of the Company’s identifiable assets were in Canada and Germany, respectively.
At December 31, 2011, 9% and 8% of the Company’s identifiable assets were in Germany and Canada,
respectively. At December 31, 2010, 10% of the Company’s identifiable assets were in Canada and Germany.
The table below presents certain GATX data for the years ending or as of December 31 (in millions):
Revenues
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Identifiable Assets
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012
2011
2010
$ 279.8
963.4
$ 278.6
912.8
$ 270.7
843.3
$1,243.2
$1,191.4
$1,114.0
$1,897.9
4,157.5
$1,766.6
4,090.9
$1,806.8
3,635.6
$6,055.4
$5,857.5
$5,442.4
92
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
NOTE 22. 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.
Viareggio Derailment
On June 29, 2009, a train consisting of fourteen liquefied petroleum gas (“LPG”) tank cars owned by GATX Rail
Austria GmbH (an indirect subsidiary of the Company, “GATX Rail Austria”) and its subsidiaries derailed while pass-
ing through the city of Viareggio, Italy. Five tank cars overturned and one of the overturned cars was punctured by a
peg or obstacle along the side of the track, resulting in a release of LPG, which subsequently ignited. Thirty-two people
died and others were injured in the fire, which also resulted in property damage. The LPG tank cars were leased to FS
Logistica S.p.A., a subsidiary of the Italian state-owned railway, Ferrovie dello Stato S.p.A (the “Italian Railway”). On
June 28, 2012, the Public Prosecutors of Lucca (“Public Prosecutors”) formally notified GATX Rail Austria and two
its subsidiaries (collectively, “GRA”), as well as several maintenance and supervisory employees (the
of
“Employees”), that they had concluded their investigation of the Viareggio accident and intend to charge GRA and the
Employees with various negligence-based crimes related to the accident, all of which are punishable under Italian law
by incarceration, damages and fines. Similar notices were issued to, among others, four Italian Railway companies and
eighteen of their employees. The Public Prosecutor’s report asserts that a crack in one of the tank car’s axles broke,
causing the derailment and resulting in a tank car rupture and release of LPG, after the car hit an obstacle on the side of
the track placed there by the Italian Railway. The report alleges that the crack was detectable at the time of final
inspection but was overlooked by the Employees at the Jungenthal Waggon GmbH workshop (a subsidiary of GATX
Rail Austria). The Company believes that GRA and its Employees acted diligently and properly with respect to appli-
cable legal and industry standards and will present numerous scientific and technical defenses to the Public Prose-
cutor’s report in the forthcoming proceedings. With respect to claims for personal injuries and property damages, the
Company and its subsidiaries maintain insurance for such losses, and the Company’s insurers are working coopera-
tively with the insurer for the Italian Railway to adjust and settle these claims. These joint settlement efforts have
resolved the majority of asserted civil damage claims related to the accident, and joint efforts to resolve the remaining
civil claims are ongoing. In addition to settling civil claims, the Company’s insurers have been providing reimburse-
ment for legal defense costs, including the costs of criminal defense. One of the Company’s eleven insurers notified the
Company that, with respect to its layer of coverage, it will not reimburse the costs of criminal defense, and another
insurer has issued a general reservation of rights with respect to coverage of criminal defense costs. The Company is
engaged in insurance coverage discussions with its insurers to attempt resolution of the issue. The Company cannot
predict the outcome of those discussions or the amount of criminal defense costs that ultimately may not be reimbursed
by that insurer. Additionally, the Company cannot predict the outcome of the foregoing legal proceedings or what
other legal proceedings, if any, may be initiated against GRA or its personnel, and, therefore, cannot reasonably esti-
mate the amount or range of loss (including criminal defense costs) that may ultimately be incurred in connection with
this accident. Accordingly, the Company has not established any accruals with respect to this matter.
Other Litigation
GATX and its subsidiaries have been named as defendants in various other legal actions and claims, gov-
ernmental proceedings and private civil suits arising in the ordinary course of business, including environmental
matters, workers’ compensation claims and other personal injury claims. Some of these proceedings include
claims for punitive as well as compensatory damages.
Several of the Company’s subsidiaries have also been named as defendants or co-defendants in cases alleging
injury caused by exposure to asbestos. The plaintiffs seek an unspecified amount of damages based on common
law, statutory or premises liability or, in the case of ASC, the Jones Act, which provides limited remedies to cer-
tain maritime employees. As of January 31, 2013, there were 188 asbestos-related cases pending against the
Company and its subsidiaries. Of the total number of pending cases, 156 are Jones Act claims, most of which were
93
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
filed against ASC before the year 2000. During 2012, 12 new cases were filed, and 18 cases were dismissed with-
out payment or otherwise settled for an immaterial amount. In addition, demand has been made against the Com-
pany for asbestos-related claims under limited indemnities given in connection with the sale of certain former
subsidiaries of the Company. It is possible that the number of these cases or claims for indemnity could begin to
grow and that the cost of these cases, including costs to defend, could correspondingly increase in the future.
Litigation Accruals
The Company has recorded accruals totaling $2.0 million at December 31, 2012, for losses related to those
litigation matters that the Company believes to be probable and for which an amount of loss can be reasonably
estimated. However, the Company cannot determine a reasonable estimate of the maximum possible loss or
range of loss for these matters given that they are at various stages of the litigation process and each case is sub-
ject to the inherent uncertainties of litigation (such as the strength of the Company’s legal defenses and the avail-
ability of insurance recovery). Although the maximum amount of liability that may ultimately result from any of
these matters cannot be predicted with absolute certainty, management expects that none of the matters for which
the Company has recorded an accrual, when ultimately resolved, will have a material adverse effect on GATX’s
consolidated financial position or liquidity. It is possible, however, that the ultimate resolution of one or more of
these matters could have a material adverse effect on the Company’s results of operations in a particular quarter
or year if such resolution results in liability that materially exceeds the accrued amount.
In addition, other litigation matters are pending for which the Company has not recorded any accruals
because the Company’s potential liability for those matters is not probable or cannot be reasonably estimated
based on currently available information. For those matters where the Company has not recorded an accrual but a
loss is reasonably possible, the Company cannot determine a reasonable estimate of the maximum possible loss
or range of loss for these matters given that they are at various stages of the litigation process and each case is
subject to the inherent uncertainties of litigation (such as the strength of the Company’s legal defenses and the
availability of insurance recovery). Although the maximum amount of liability that may ultimately result from
any of these matters cannot be predicted with absolute certainty, management expects that none of the matters for
which the Company has not recorded an accrual, when ultimately resolved, will have a material adverse effect on
GATX’s consolidated financial position or liquidity. It is possible, however, that the ultimate resolution of one or
more of these matters could have a material adverse effect on the Company’s results of operations in a particular
quarter or year if such resolution results in a significant liability for the Company.
Environmental
The Company’s operations are subject to extensive federal, state and local environmental regulations.
GATX’s operating procedures include practices to protect the environment from the risks inherent in full service
railcar leasing, which involves maintaining railcars used by customers to transport chemicals and other hazardous
materials. Additionally, some of GATX’s real estate holdings, including previously owned properties, are or have
been used for industrial or transportation-related purposes or leased to commercial or industrial companies whose
activities might have resulted in discharges on the property. As a result, GATX is subject to environmental
cleanup and enforcement actions. In particular, the federal Comprehensive Environmental Response, Compensa-
tion and Liability Act (“CERCLA”), also known as the Superfund law, as well as similar state laws, impose joint
and several liability for cleanup and enforcement costs on current and former owners and operators of a site
without regard to fault or the legality of the original conduct. If there are other potentially responsible parties
(“PRPs”), GATX generally contributes to the cleanup of these sites through cost-sharing agreements with terms
that vary from site to site. Costs are typically allocated based on the relative volumetric contribution of material,
the period of time the site was owned or operated, and/or the portion of the site owned or operated by each PRP.
At the time a potential environmental issue is identified, initial accruals for environmental liability are estab-
lished when such liability is probable and a reasonable estimate of the associated costs can be made. Costs are
estimated based on the type and level of investigation and/or remediation activities that the Company’s internal
94
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
environmental staff (and where appropriate, independent consultants) have determined to be necessary to comply
with applicable laws and regulations. Activities include surveys and environmental studies of potentially con-
taminated sites as well as costs for remediation and restoration of sites determined to be contaminated. In addi-
tion, GATX has provided indemnities for potential environmental liabilities to buyers of divested companies. In
these instances, accruals are based on the scope and duration of the respective indemnities together with the
extent of known contamination. Estimates are periodically reviewed and adjusted as required to reflect additional
information about facility or site characteristics or changes in regulatory requirements. GATX conducts a quar-
terly environmental contingency analysis, which considers a combination of factors including independent con-
sulting reports, site visits, legal reviews, analysis of the likelihood of participation in and the ability of other
PRPs to pay for cleanup, and historical trend analyses.
GATX is involved in administrative and judicial proceedings and other voluntary and mandatory cleanup
efforts at 17 sites, including Superfund sites, at which it is contributing to the cost of performing the study or
cleanup, or both, of alleged environmental contamination. As of December 31, 2012, GATX has recorded
accruals of $15.6 million for remediation and restoration costs that the Company believes to be probable and for
which the amount of loss can be reasonably estimated. These amounts are included in other liabilities on
GATX’s balance sheet. GATX’s environmental liabilities are not discounted.
The Company did not materially change its methodology for identifying and calculating environmental
liabilities in the last three years. Currently, no known trends, demands, commitments, events or uncertainties
exist that are reasonably likely to occur and materially affect the methodology or assumptions described above.
The recorded accruals represent the Company’s best estimate of all costs for remediation and restoration of
affected sites, without reduction for anticipated recoveries from third parties, and include both asserted and
unasserted claims. However, the Company is unable to provide a reasonable estimate of the maximum potential
loss associated with these sites because cleanup costs cannot be predicted with certainty. Various factors beyond
the Company’s control can impact the amount of loss the Company will ultimately incur with respect to these
sites, including the extent of corrective actions that may be required; evolving environmental laws and regulations;
advances in environmental technology, the extent of other parties’ participation in cleanup efforts; developments
in periodic environmental analyses related to sites determined to be contaminated, and developments in environ-
mental surveys and studies of potentially contaminated sites. As a result, future charges associated with these sites
could have a significant effect on results of operations in a particular quarter or year if the costs materially exceed
the accrued amount as individual site studies and remediation and restoration efforts proceed. However, manage-
ment believes it is unlikely that the ultimate cost to GATX for any of these sites, either individually or in the
aggregate, will have a material adverse effect on GATX’s consolidated financial position or liquidity.
NOTE 23. Financial Data of Business Segments
The financial data presented below depicts the profitability, financial position and capital expenditures of
each of GATX’s business segments.
Headquartered in Chicago, Illinois, GATX Corporation (“GATX” or the “Company”) leases, operates,
manages and remarkets long-lived, widely-used assets, primarily in the rail and marine markets. GATX also
invests in joint ventures that complement existing business activities. In 2012, the Company modified the
composition of its reportable segments to reflect an increasing focus on international growth and related changes
in its management structure. As a result, the Company now reports financial results through four primary busi-
ness segments: Rail North America, Rail International, American Steamship Company (“ASC”) and Portfolio
Management. In 2012, GATX disaggregated Rail North America from other international railcar leasing oper-
ations to better reflect GATX’s increasing focus on international rail growth and recent changes to its manage-
ment structure. Segment disclosures for all years are presented on this basis.
Rail North America is comprised of GATX’s wholly-owned operations in the United States, Canada and Mex-
ico, as well as two affiliate investments. Rail North America primarily provides railcars pursuant to full-service leases
under which it maintains the railcars, pays ad valorem taxes and insurance and provides other ancillary services.
95
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Rail International is comprised of GATX’s wholly-owned European operations (“Rail Europe”) and its
newly established railcar leasing business in India (“Rail India”), as well as two affiliate investments. Rail
Europe leases railcars, predominantly tank cars to customers throughout Europe pursuant to full-service leases
under which it maintains the railcars and provides insurance and other ancillary services.
ASC operates the largest fleet of U.S. flagged vessels on the Great Lakes, providing waterborne trans-
portation of dry bulk commodities such as iron ore, coal, limestone aggregates and metallurgical limestone.
Portfolio Management is an aggregation of a group of diversified owned assets and joint venture invest-
ments (“affiliates”) and provides leasing, asset remarketing and asset management services. Portfolio Manage-
ment selectively invests in long-lived, widely used assets with a focus on domestic marine and container related
equipment and extends its market reach through affiliate investments.
Segment profit is an internal performance measure used by the Chief Executive Officer to assess the per-
formance of each segment in a given period. Segment profit includes all revenues, pre-tax earnings from affili-
ates and net gains on asset dispositions that are attributable to the segments as well as expenses that management
believes are directly associated with the financing, maintenance and operation of the revenue earning assets.
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 lever-
age levels for Rail North America, Rail International, ASC and Portfolio Management are set at 5:1, 2:1, 1.5:1 and
3:1, 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 present certain segment data for the years ended December 31, 2012, 2011 and 2010
(in millions):
Rail North
America
Rail
Portfolio
International ASC
Management Other
GATX
Consolidated
2012 Profitability
Revenues
Lease revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 713.9 $ 161.2 $
Marine operating revenue . . . . . . . . . . . . . . . . . . . .
Other revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Revenues . . . . . . . . . . . . . . . . . . . . . . . . .
4.3
— 239.1
—
6.5
243.4
167.7
—
51.4
765.3
Expenses
Maintenance expense . . . . . . . . . . . . . . . . . . . . . . .
Marine operating expense . . . . . . . . . . . . . . . . . . . .
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating lease expense . . . . . . . . . . . . . . . . . . . . .
Other operating expense . . . . . . . . . . . . . . . . . . . . .
Total Expenses . . . . . . . . . . . . . . . . . . . . . . . . . .
201.4
—
167.7
126.5
18.5
514.1
46.6
21.7
— 160.3
11.9
3.8
(0.3)
197.4
36.1
—
5.1
87.8
$ 37.6
26.4
2.8
66.8
$ — $ 917.0
265.5
—
—
60.7
— 1,243.2
—
22.1
21.7
0.2
0.9
44.9
—
—
—
(0.3)
—
(0.3)
269.7
182.4
237.4
130.2
24.2
843.9
Other Income (Expense)
Net gain on asset dispositions . . . . . . . . . . . . . . . . .
Interest expense, net
. . . . . . . . . . . . . . . . . . . . . . . .
Other (expense) income . . . . . . . . . . . . . . . . . . . . .
Share of affiliates’ earnings (pre-tax) . . . . . . . . . . .
—
(5.4)
1.0
—
$ (4.1)
Selling, general and administrative expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes (including $2.0 million related to affiliates’ earnings) . . . . . . . . . . . . . . . . . . . . . . . . . . .
79.5
(166.6)
(8.2)
21.6
325.6
160.2
28.1
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 137.3
—
1.7
(7.1)
(24.5)
(1.4)
(6.1)
(18.3)
—
32.7 $ 37.5
Segment profit (loss) . . . . . . . . . . . . . . . . . . . . . $ 209.3 $
19.2
(27.7)
3.4
33.4
$ 50.2
58.6
(101.9)
(5.1)
6.5
Selected Balance Sheet Data
Investments in affiliated companies . . . . . . . . . . . . $
Identifiable assets . . . . . . . . . . . . . . . . . . . . . . . . . . $3,601.1 $1,105.8 $284.2
Capital Expenditures
Portfolio investments and capital additions . . . . . . $ 465.9 $ 200.1 $ 12.6
46.9 $
77.2 $ — $377.9
$797.4
$ — $ 502.0
$266.9 $6,055.4
$ 83.5
$
7.9 $ 770.0
96
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Rail North
America
Rail
Portfolio
International ASC
Management Other
GATX
Consolidated
2011 Profitability
Revenues
Lease revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 690.9
—
Marine operating revenue . . . . . . . . . . . . . . . . . . . .
51.5
Other revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Revenues . . . . . . . . . . . . . . . . . . . . . . . . .
742.4
Expenses
Maintenance expense . . . . . . . . . . . . . . . . . . . . . . .
Marine operating expense . . . . . . . . . . . . . . . . . . . .
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating lease expense . . . . . . . . . . . . . . . . . . . . .
Other operating expense . . . . . . . . . . . . . . . . . . . . .
Total Expenses . . . . . . . . . . . . . . . . . . . . . . . . . .
206.1
—
162.5
130.9
18.8
518.3
$160.5
$
4.2
— 212.2
—
7.8
216.4
168.3
$ 44.5
17.8
2.0
64.3
$ — $ 900.1
230.0
—
—
61.3
— 1,191.4
52.1
19.4
— 151.7
11.3
—
—
182.4
33.6
—
4.2
89.9
—
13.9
19.1
1.4
4.3
38.7
—
—
—
(0.3)
0.5
0.2
277.6
165.6
226.5
132.0
27.8
829.5
Other Income (Expense)
Net gain on asset dispositions . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . .
Interest expense, net
Other (expense) income . . . . . . . . . . . . . . . . . . . . .
Share of affiliates’ earnings (pre-tax) . . . . . . . . . . .
52.1
(101.7)
(5.7)
3.9
Segment profit (loss) . . . . . . . . . . . . . . . . . . . . . $ 172.7
—
(4.5)
(0.1)
—
$ (4.8)
Selling, general and administrative expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes (including $8.2 million related to affiliates’ earnings) . . . . . . . . . . . . . . . . . . . . . . . . . . .
65.8
(168.9)
4.1
40.6
303.5
155.3
37.4
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 110.8
12.6
(29.6)
2.8
36.2
$ 47.6
1.1
(7.7)
(0.1)
—
$ 27.3
—
(25.4)
7.2
0.5
$ 60.7
Selected Balance Sheet Data
Investments in affiliated companies . . . . . . . . . . . . $
54.0
Identifiable assets . . . . . . . . . . . . . . . . . . . . . . . . . . $3,540.2
Capital Expenditures
Portfolio investments and capital additions . . . . . . $ 280.5
$ 88.2
$903.2
$ — $371.6
$844.0
$276.1
$ — $ 513.8
$294.0 $5,857.5
$140.8
$ 17.4
$172.0
$
3.9 $ 614.6
97
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Rail North
America
Rail
Portfolio
International ASC
Management Other
GATX
Consolidated
2010 Profitability
Revenues
Lease revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 671.5 $ 141.8 $
Marine operating revenue . . . . . . . . . . . . . . . . . . . .
Other revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Revenues . . . . . . . . . . . . . . . . . . . . . . . . .
4.1
— 185.3
—
5.7
189.4
147.5
—
48.5
720.0
$ 43.0
13.1
1.0
57.1
$ — $ 860.4
198.4
—
—
55.2
— 1,114.0
Expenses
Maintenance expense . . . . . . . . . . . . . . . . . . . . . . .
Marine operating expense . . . . . . . . . . . . . . . . . . . .
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating lease expense . . . . . . . . . . . . . . . . . . . . .
Other operating expense . . . . . . . . . . . . . . . . . . . . .
Total Expenses . . . . . . . . . . . . . . . . . . . . . . . . . .
205.5
—
158.6
139.1
24.2
527.4
49.8
12.9
— 129.1
10.7
—
—
152.7
30.2
—
5.1
85.1
—
8.9
17.5
1.4
1.3
29.1
—
—
—
(0.3)
0.3
—
Other Income (Expense)
Net gain on asset dispositions . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . .
Interest expense, net
Other (expense) income . . . . . . . . . . . . . . . . . . . . .
Share of affiliates’ earnings (pre-tax) . . . . . . . . . . .
—
(3.5)
7.8
—
4.3
Selling, general and administrative expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes (including $9.6 million related to affiliates’ earnings) . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
(0.6)
(8.3)
(23.3)
0.2
(2.0)
(6.0)
—
30.5 $ 28.6
Segment profit . . . . . . . . . . . . . . . . . . . . . . . . . . $ 120.1 $
12.1
(28.2)
(0.1)
36.9
$ 48.7
29.6
(103.8)
(5.5)
7.2
$
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
268.2
138.0
217.0
140.2
30.9
794.3
41.1
(167.1)
0.4
38.1
232.2
134.8
16.6
80.8
Selected Balance Sheet Data
Investments in affiliated companies . . . . . . . . . . . . $
Identifiable assets . . . . . . . . . . . . . . . . . . . . . . . . . . $3,226.8 $1,065.6 $271.3
Capital Expenditures
Portfolio investments and capital additions . . . . . . $ 367.1 $ 107.5 $
59.2 $
9.0
81.8 $ — $345.1
$741.0
$ — $ 486.1
$137.7 $5,442.4
$ 97.4
$
4.1 $ 585.1
98
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
NOTE 24. Selected Quarterly Financial Data (unaudited)
2012
Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Per Share Data
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011
Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Per Share Data
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
First
Quarter(a)
Second
Quarter
Third
Quarter
Fourth
Quarter
Total
In millions, except per share data
$256.5
$ 30.3
$323.1
$ 23.5(b)
$331.9
$ 53.8(c)
$331.7
$ 29.7
$1,243.2
$ 137.3
$ 0.65
$ 0.64
$ 0.50
$ 0.49
$249.4
$ 19.9
$296.8
$ 26.4
$ 0.43
$ 0.42
$ 0.57
$ 0.56
$ 1.15
$ 1.13
$315.2
$ 32.9
$ 0.71
$ 0.70
$ 0.63
$ 0.62
$
$
2.93
2.88
$330.0
$ 31.6
$1,191.4
$ 110.8
$ 0.68
$ 0.67
$
$
2.39
2.35
(a) Total revenues and net income in the first quarter of each year are typically lower than the subsequent
quarters due to seasonal inactivity at ASC.
(b) The decrease in income from the first quarter of 2012 was primarily due to a $12.1 million loss on the
termination of a qualified hedge at GATX’s AAE Cargo affiliate, partially offset by an increase in seasonal
income at ASC.
(c) The increase in income from the second quarter of 2012 was primarily due to the absence of the hedge loss
at AAE and the recognition of $15.5 million of tax benefits.
99
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Management’s Report Regarding the Effectiveness of Disclosure 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 annual report, the Company’s disclosure controls and procedures were effective.
Management’s Report Regarding the Effectiveness of Internal Control and Procedures
The Company’s management is responsible for establishing and maintaining adequate internal control over
financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act for the Company. The
Company’s internal control over financial reporting is designed 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. The Company’s internal control over financial reporting includes
those policies and procedures that:
(i)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the Company;
(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the Company are being made only in accordance with authorizations of management
and directors of the Company; and
(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use
or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect mis-
statements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate as a result of changes in conditions, or that the degree of compliance with the
applicable policies and procedures may deteriorate.
The Company’s management, with the participation of its Chief Executive Officer and Chief Financial Offi-
cer, has conducted an evaluation of the Company’s internal control over financial reporting as of the end of the
period covered by this annual report based on the framework in Internal Control-Integrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission. Such evaluation included reviewing
the documentation of the Company’s internal controls, evaluating the design effectiveness of the internal controls
and testing their operating effectiveness.
Based on such evaluation, the Company’s management has concluded that as of the end of the period cov-
ered by this annual report, the Company’s internal control over financial reporting was effective.
Ernst & Young LLP, the independent registered public accounting firm that audited the financial statements
included in this annual report, has issued a report on the Company’s internal control over financial reporting.
That report follows.
100
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders of GATX Corporation and subsidiaries
We have audited GATX Corporation and subsidiaries’ internal control over financial reporting as of
December 31, 2012, based on criteria established in Internal Control-Integrated Framework issued by the Com-
mittee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). GATX Corporation and
subsidiaries’ management is responsible for maintaining effective internal control over financial reporting, and
for its assessment of the effectiveness of internal control over financial reporting included in the accompanying
Management’s Report Regarding the Effectiveness of Internal Control and Procedures. Our responsibility is to
express an opinion on the company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether effective internal control over financial reporting was maintained in all material respects. Our
audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a
material weakness exists, testing and evaluating the design and operating effectiveness of internal control based
on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We
believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the compa-
ny’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect mis-
statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that con-
trols may become inadequate because of changes in conditions, or that the degree of compliance with the policies
or procedures may deteriorate.
In our opinion, GATX Corporation and subsidiaries maintained, in all material respects, effective internal
control over financial reporting as of December 31, 2012 based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), the consolidated balance sheets of GATX Corporation and subsidiaries as of December 31, 2012
and 2011, and the related consolidated statements of comprehensive income, shareholders’ equity and cash flows
for each of the three years in the period ended December 31, 2012 of GATX Corporation and subsidiaries and
our report dated February 26, 2013, expressed an unqualified opinion thereon.
Ernst & Young LLP
Chicago, Illinois
February 26, 2013
101
Changes in Internal Control Over Financial Reporting
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 fiscal quarter ended December 31, 2012, that materially
affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 9B. Other Information
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Information required by this item regarding directors, the Company’s Code of Ethics, the Audit Committee
Financial Expert, compliance with Section 16(a) of the Exchange Act and corporate governance is contained in
sections entitled “Nominees For Election to the Board of Directors”, “Additional Information Concerning Direc-
tor Nominees”, “Board of Directors”, “Board Independence”, “Committees of the Board”, “Process for Identify-
ing and Evaluating Director Nominees”, “Communication with the Board”, “Compensation Committee Report”,
“Audit Committee Report” and “Section 16(a) Beneficial Ownership Reporting Compliance” in GATX’s defini-
tive Proxy Statement to be filed on or about March 15, 2013, which sections are incorporated herein by reference.
Information regarding executive officers is included after Item 1 in Part I of this Annual Report on
Form 10-K.
Item 11. Executive Compensation
Information required by this item regarding compensation of directors and executive officers of GATX is
contained in sections entitled “Director Compensation”, “Compensation Discussion and Analysis”, “Executive
Compensation Tables” and “Compensation Committee Report” in GATX’s definitive Proxy Statement to be filed
on or about March 15, 2013, which sections are incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Information required by this item regarding security ownership of certain beneficial owners and manage-
ment is contained in sections entitled “Security Ownership of Management” and “Beneficial Ownership of
Common Stock” in GATX’s definitive Proxy Statement to be filed on or about March 15, 2013, which sections
are incorporated herein by reference.
Equity Compensation Plan Information as of December 31, 2012:
Number of Securities
to be Issued
Upon Exercise of
Outstanding Options,
Warrants and Rights
(a)
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
(b)
Number of Securities Remaining
Available for Future Issuance
Under Equity Compensation
Plans (Excluding Securities
Reflected in Column (a))
(c)
Plan Category
Equity Compensation Plans Approved by
Shareholders . . . . . . . . . . . . . . . . . . . .
Equity Compensation Plans Not
Approved by Shareholders . . . . . . . . .
—
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,462,983
2,462,983(1)
33.82(2)
3,451,047
—
3,451,047
(1) Consists of 1,871,526 stock options and stock appreciation rights outstanding, 189,206 performance shares,
266,990 restricted shares and 135,261 phantom stock units.
(2) The weighted-average exercise price does not include performance shares, restricted stock or phantom stock
units.
102
See Note 11 to the consolidated financial statements for further details regarding the Company’s share-
based compensation plans.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information required by this item regarding transactions with related persons and director independence is
contained in the sections entitled “Related Person Transactions” and “Board Independence” in GATX’s defini-
tive Proxy Statement to be filed on or about March 15, 2013, which sections are incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
Information required by this item regarding fees paid to Ernst & Young is contained in sections entitled
“Audit Fees”, “Audit Related Fees”, “Tax Fees”, “All Other Fees” and “Pre-Approval Policy” in GATX’s defini-
tive Proxy Statement to be filed on or about March 15, 2013, which sections are incorporated herein by reference.
Item 15. Exhibits and Financial Statement Schedules
(a) 1. Financial Statements
PART IV
Documents Filed as Part of this Report:
Report of Independent Registered Public Accounting Firm with respect to the
consolidated financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Balance Sheets — December 31, 2012 and 2011 . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Comprehensive Income — Years Ended December 31,
2012, 2011, and 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Cash Flows — Years Ended December 31, 2012, 2011,
and 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Changes in Shareholders’ Equity — Years Ended
December 31, 2012, 2011 and 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Report of Independent Registered Public Accounting Firm with respect to internal
Page
54
55
56
57
58
59
controls over financial reporting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
101
2. Financial Statement Schedules:
Schedule I Condensed Financial Information of Registrant . . . . . . . . . . . . . . . . . . . . . .
All other schedules for which provision is made in the applicable accounting regu-
lations of the Securities and Exchange Commission are not required under the related
instructions or are inapplicable, and, therefore, have been omitted.
105
3. Exhibits. See the Exhibit Index included herewith and incorporated by reference hereto.
103
Pursuant to the requirements of Section 13 or 15(d) 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.
SIGNATURES
GATX CORPORATION
(Registrant)
/s/ BRIAN A. KENNEY
Brian A. Kenney
Chairman, President and
Chief Executive Officer
March 1, 2013
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the fol-
lowing persons on behalf of the registrant and in the capacities and on the date indicated.
/s/ BRIAN A. KENNEY
Brian A. Kenney
March 1, 2013
/s/ ROBERT C. LYONS
Robert C. Lyons
March 1, 2013
/s/ WILLIAM M. MUCKIAN
William M. Muckian
March 1, 2013
Anne L. Arvia
Ernst A. Häberli
Mark G. McGrath
James B. Ream
Robert J. Ritchie
David S. Sutherland
Casey J. Sylla
Paul G. Yovovich
Chairman, President and
Chief Executive Officer
(Principal Executive Officer)
Executive Vice President
and Chief Financial Officer
(Principal Financial Officer)
Senior Vice President, Controller
and Chief Accounting Officer
(Principal Accounting Officer)
Director
Director
Director
Director
Director
Director
Director
Director
By
/s/ DEBORAH A. GOLDEN
Deborah A. Golden
March 1, 2013
Executive Vice President, General
Counsel and Corporate Secretary
(Attorney in Fact)
104
SCHEDULE I — CONDENSED FINANCIAL INFORMATION OF REGISTRANT
GATX CORPORATION
(Parent Company)
BALANCE SHEETS
(In millions)
December 31
2012
2011
Assets
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating assets and facilities, net
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments in affiliated companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
183.5
2,501.7
2,043.8
440.0
208.4
2,355.9
2,010.9
478.1
Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,169.0
5,053.3
Liabilities and Shareholders’ Equity
Accounts payable and accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
105.0
2,761.1
1,058.7
56.1
2,986.6
883.3
Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Shareholders’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,924.8
1,244.2
3,926.0
1,127.3
Total Liabilities and Shareholders’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,169.0
5,053.3
The accompanying note is an integral part of these financial statements.
105
SCHEDULE I — CONDENSED FINANCIAL INFORMATION OF REGISTRANT (CONT’D)
GATX CORPORATION
(Parent Company)
STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
Revenues
Lease revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expenses
Maintenance expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating lease expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other operating expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Income (Expense)
Net gain on asset dispositions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other (expense) income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income (loss) before Income Taxes and Share of Affiliates’ Earnings . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax benefit
Share of affiliates’ earnings (net of tax) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Year Ended December 31
2012
2011
2010
$504.5
43.5
$477.7
44.4
$458.9
41.0
548.0
522.1
499.9
154.8
122.2
91.6
12.0
118.4
499.0
59.4
(65.4)
(4.4)
38.6
1.0
97.7
163.9
117.0
95.2
11.5
113.3
500.9
44.0
(72.8)
(2.4)
(10.0)
4.8
116.0
168.7
110.2
101.3
20.2
97.2
497.6
27.0
(74.0)
3.7
(41.0)
20.8
101.0
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$137.3
$110.8
$ 80.8
Other Comprehensive Income, net of taxes
Foreign currency translation adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrealized gain (loss) on securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrealized gain (loss) on derivative instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Post-retirement benefit plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
25.0
0.2
11.7
(12.4)
(39.6)
(0.2)
(0.5)
(18.8)
(28.4)
1.3
(3.5)
5.1
Other comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
24.5
(59.1)
(25.5)
Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$161.8
$ 51.7
$ 55.3
The accompanying note is an integral part of these financial statements.
106
SCHEDULE I — CONDENSED FINANCIAL INFORMATION OF REGISTRANT (CONT’D)
GATX CORPORATION
(Parent Company)
STATEMENTS OF CASH FLOWS
(In millions)
Year Ended December 31
2012
2011
2010
Operating Activities
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investing Activities
Capital additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sale-leasebacks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Portfolio proceeds and other
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases of leased-in assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital contributions to affiliates, net
$ 269.6
$ 95.0 $ 92.8
(444.6)
104.9
136.6
(1.4)
—
(343.1)
—
143.0
(61.1)
(25.7)
(417.1)
79.0
65.4
(5.3)
—
Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(204.5)
(286.9)
(278.0)
Financing Activities
Repayments of debt (original maturities longer than 90 days) . . . . . . . . . . . . . . . . .
Net increase (decrease) in debt with original maturities of 90 days or less . . . . . . . .
Proceeds from issuances of debt (original maturities longer than 90 days) . . . . . . . .
Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(603.7)
185.0
381.4
(57.7)
5.0
(195.9)
(89.1)
701.0
(56.0)
(8.6)
(286.3)
58.6
493.5
(53.5)
(6.3)
Net cash (used in) provided by financing activities . . . . . . . . . . . . . . . . . . . . . . . .
(90.0)
351.4
206.0
Net (decrease) increase in cash and cash equivalents during the period . . . . . .
Cash and Cash Equivalents at beginning of period . . . . . . . . . . . . . . . . . . . . . . .
(24.9)
208.4
159.5
48.9
20.8
28.1
Cash and Cash Equivalents at end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 183.5
$ 208.4 $ 48.9
Total Distributions from Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 101.0
$ — $ 57.3
The accompanying note is an integral part of these financial statements.
107
Note to Condensed Financial Statements
Basis of Presentation
The condensed financial statements represent the Balance Sheets, Statements of Comprehensive Income and
Cash Flows of GATX Corporation (“GATX” or the “Company”), the parent company. In these parent company
financial statements, GATX’s investment in subsidiaries and joint ventures (collectively “Affiliates”) is stated at
cost plus equity in undistributed earnings since the date of acquisition. The Company’s share of net income from
Affiliates is recorded using the equity method. GATX’s parent company financial statements should be read in
conjunction with its consolidated financial statements.
108
Exhibit
Number
Filed with this Report:
EXHIBIT INDEX
Exhibit Description
10.24
10.25
12
21
23
24
31.1
31.2
32
101
Form of Stock-Settled Stock Appreciation Right (SAR) Agreement for awards under the GATX
Corporation 2012 Incentive Award Plan to executive officers with Agreements for Employment
Following A Change of Control.*
Form of Performance Share Agreement for grants under the GATX Corporation 2012 Incentive
Award Plan to executive officers with Agreements for Employment Following a Change of Control.*
Statement regarding computation of ratios of earnings to combined fixed charges and preferred stock
dividends.
Subsidiaries of the Registrant.
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
Powers of Attorney with respect to the Annual Report on Form 10-K for the fiscal year ended
December 31, 2012.
Certification Pursuant to Exchange Act Rule 13a-14(a) and Rule 15d-14(a) (CEO Certification).
Certification Pursuant to Exchange Act Rule 13a-14(a) and Rule 15d-14(a) (CFO Certification).
Certification Pursuant to 18 U.S.C. Section 1350 (CEO and CFO Certification).
The following materials from GATX Corporation’s Annual Report on Form 10-K for the year ended
(i)
December 31, 2012, are formatted in XBRL (eXtensible Business Reporting Language):
Consolidated Balance Sheets at December 31, 2012 and December 31, 2011, (ii) Consolidated
Statements of Income for the years ended December 31, 2012, 2011 and 2010, (iii) Consolidated
Statements of Cash Flows for the years ended December 31, 2012, 2011 and 2010, (iv) Notes to the
Consolidated Financial Statements, and (v) Schedule I Condensed Financial Information of Registrant.
Incorporated by Reference:
3.1
3.2
4.1
4.2
4.3
10.1
10.2
Restated Certificate of Incorporation of GATX Corporation is incorporated herein by reference to
Exhibit 3.3 to GATX’s Form 8-K dated December 12, 2008, file number 1-2328.
Amended and Restated By-Laws of GATX Corporation are incorporated herein by reference to
Exhibit 3.1 of GATX’s Form 8-K dated July 26, 2011, file number 1-2328.
Indenture dated as of November 1, 2003 between GATX Financial Corporation and JP Morgan
Chase Bank is incorporated herein by reference to Exhibit 4Q to GATX Financial Corporation’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2003, file number 1-8319.
Indenture dated as of February 6, 2008, between GATX Corporation and U.S. Bank National
Association, as Trustee, is incorporated herein by reference to Exhibit 4.12 to GATX’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2007, file number 1-2328.
Indenture dated as of November 6, 2008, between GATX Corporation and U.S. Bank National
Association, as Trustee, is incorporated herein by reference to Exhibit 4.2 to GATX’s Form 8-K
dated November 3, 2008, file number 1-2328.
Four Year Credit Agreement with Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner
& Smith Incorporated, as joint lead arrangers and joint book managers, Bank of America, N.A., as
syndication agent, PNC Bank National Association, U.S. Bank National Association and Bayerische
Landesbank, acting through its New York branch, as co-documentation agents, Citibank, N.A., as
administrative agent, and the lenders party thereto is incorporated herein by reference to GATX’s
Form 8-K dated May 11, 2011, file number 1-8319.
Supply Agreement by and between GATX Corporation, as Buyer, and Trinity Rail Group, LLC, as
Seller, date March 14, 2011 is incorporated by reference to GATX’s Quarterly Report on Form 10-Q
for the fiscal quarter ended March 31, 2011, file number 1-2328 (Note: Portions of this document
have been omitted pursuant to a Request for Confidential Treatment filed with the Securities and
Exchange Commission on April 27, 2011).
i. First Amendment to Supply Agreement by and between GATX Corporation, as Buyer, and Trinity
Rail Group, LLC, as Seller, dated April 25, 2011 is incorporated by reference to GATX’s Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 2011, file number 1-2328.
109
Exhibit
Number
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
Exhibit Description
GATX Corporation 1995 Long-Term Incentive Compensation Plan (as amended and restated) is
incorporated herein by reference to the Appendix to the Definitive Proxy Statement filed on March
17, 1999 in connection with GATX’s 1999 Annual Meeting of Shareholders, file number 1-2328.*
i. Fourth Amendment of said Plan effective June 9, 2000, and Fifth Amendment of said Plan effective
January 26, 2001, are incorporated herein by reference to Exhibit 10B to GATX’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2000, file number 1-2328.*
ii. Sixth Amendment of said Plan effective as of July 27, 2001 is incorporated herein by reference to
Exhibit 10B to GATX’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30,
2001, file number 1-2328.*
iii. Amendment of said Plan effective as of December 7, 2007, is incorporated herein by reference to
Exhibit 10.28 to GATX’s Annual Report on Form 10-K for the fiscal year ended December 31,
2007, file number 1-2328.*
iv. Seventh Amendment of GATX Corporation 1995 Long-Term Incentive Compensation Plan
effective October 22, 2010.*
Summary of the GATX Corporation Directors’ Deferred Stock Plan approved on July 26, 1996,
effective as of April 26, 1996, is incorporated herein by reference to Exhibit 10 to GATX’s Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 1996, file number 1-2328.
is
GATX Corporation Directors’ Phantom Stock Plan, effective as of December 7, 2007,
incorporated herein by reference to Exhibit 10.31 to GATX’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2007, file number 1-2328.
Amended and Restated GATX Corporation Directors’ Voluntary Deferred Fee Plan, effective as of
December 7, 2007, is incorporated herein by reference to Exhibit 10.32 to GATX’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2007, file number 1-2328.*
Summary of GATX Corporation Non-Employee Directors’ Compensation is incorporated herein by
reference to the section entitled “Director Compensation” in GATX’s Definitive Proxy Statement
filed on March 11, 2011, in connection with GATX’s 2011 Annual Meeting of Shareholders, file
number 1-2328.*
GATX Corporation 2004 Equity Incentive Compensation Plan is incorporated herein by reference to
Exhibit C to the Definitive Proxy Statement filed on March 18, 2004 in connection with GATX’s
2004 Annual Meeting of Shareholders, file number 1-2328.*
i. Amendment of said Plan, effective as of December 7, 2007, is incorporated herein by reference
the fiscal year ended
to Exhibit 10.28 to GATX’s Annual Report on Form 10-K for
December 31, 2007, file number 1-2328.*
ii. Second Amendment of GATX Corporation 2004 Equity Incentive Compensation Plan effective
October 22, 2010.*
Restricted Stock Unit Agreement for awards made to executive officers on February 25, 2011, under
the 2004 Equity Incentive Compensation Plan is incorporated herein by reference to Exhibit 10.1(a)
to GATX’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011, file
number 1-2328.*
Non Qualified Stock Option Agreement for awards made under the 2004 Equity Incentive
Compensation Plan is incorporated herein by reference to Exhibit 10F to GATX’s Quarterly Report
on Form 10-Q for the quarterly period ended September 30, 2004, file number 1-2328.*
GATX Corporation 2004 Equity Incentive Compensation Plan Stock-Settled Stock Appreciation
Right (SSAR) Agreement between GATX Corporation and certain executive officers entered into as
of March 10, 2006 is incorporated herein by reference to Exhibit 10.1 to GATX’s Quarterly Report
on Form 10-Q for the quarterly period ended March 31, 2006, file number 1-2328.*
110
Exhibit
Number
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
10.21
10.22
10.23
99.1
99.2
Exhibit Description
GATX Corporation 2004 Equity Incentive Compensation Plan Stock-Settled Appreciation Right
(SAR) Agreement between GATX Corporation and certain eligible grantees entered into as of March
8, 2007, incorporated by reference to Exhibit 10.1 to GATX’s Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2007.*
Form of GATX Corporation Stock-Settled Stock Appreciation Right (SAR) Agreement for grants
under the 2004 Equity Incentive Compensation Plan to executive officers on or after January 1, 2009,
incorporated herein by reference to Exhibit 10.2 to GATX’s Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2009, file number 1-2328.*
Form of GATX Corporation Performance Share Agreement for grants under the 2004 Equity
Incentive Compensation Plan to executive officers on for after January 1, 2009, incorporated herein
by reference to Exhibit 10.3 to GATX’s Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 2009, file number 1-2328.*
Form of GATX Corporation Restricted Common Stock Agreement for grants under the 2004 Equity
Incentive Compensation Plan to executive officers on or after January 1, 2009, incorporated herein
by reference to Exhibit 10.4 to GATX’s Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 2009, file number 1-2328.*
GATX Corporation 2012 Incentive Award Plan is incorporated herein by reference to Exhibit A to
the Definitive Proxy Statement filed on March 11, 2012 in connection with GATX’s 2012 Annual
Meeting of Shareholders, file number 1-2328.*
GATX Corporation Cash Incentive Compensation Plan is incorporated herein by reference to
Exhibit D to the Definitive Proxy Statement filed on March 18, 2004 in connection with GATX’s
2004 Annual Meeting of Shareholders, file number 1-2328.*
i. Amendment of said Plan, effective as of December 7, 2007, is incorporated herein by reference
the fiscal year ended
to Exhibit 10.30 to GATX’s Annual Report on Form 10-K for
December 31, 2007, file number 1-2328.*
Form of Amended and Restated Agreement for Employment Following a Change of Control dated as
of January 1, 2009, between GATX Corporation and Brian A. Kenney is incorporated herein by
reference to Exhibit 10.27 to GATX’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2008, file number 1-2328.*
Form of Amended and Restated Agreement for Employment Following a Change of Control dated as
of January 1, 2009, between GATX Corporation and Robert C. Lyons, James F. Earl, Deborah A.
Golden, Mary K. Lawler, William M. Muckian, William J. Hasek, Michael T. Brooks, Curt F. Glenn
and Clifford J. Porzenheim is incorporated herein by reference to Exhibit 10.28 to GATX’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2008, file number 1-2328.*
Form of Agreement for Employment Following a Change of Control dated as of January 26, 2012,
between GATX Corporation and Thomas A. Ellman is incorporated herein by reference to
Exhibit 10.1 to GATX’s Quarterly Report on Form 10-Q for the quarterly period ended March 31,
2012, file number 1-2328.*
Form of GATX Corporation Indemnification Agreement for directors as of February 23, 2009, is
incorporated herein by reference to Exhibit 10.1 to GATX’s Form 8-K dated February 24, 2009, file
number 1-2328.
Form of GATX Corporation Stock-Settled Appreciation Right (SAR) Agreement for grants to executive
officers on or after January 1, 2008, is incorporated herein by reference to Exhibit 10.23 to GATX’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2009, file number 1-2328.*
Form of GATX Corporation Performance Share Agreement for grants to executive officers on or
after January 1, 2008, is incorporated herein by reference to Exhibit 10.24 to GATX’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2009, file number 1-2328.*
Undertakings to the GATX Corporation Salaried Employees’ Retirement Savings Plan is
incorporated herein by reference to GATX’s Annual Report on Form 10-K for the fiscal year ended
December 31, 1982, file number 1-2328.*
Certain instruments evidencing long-term indebtedness of GATX Corporation are not being filed as
exhibits to this Report because the total amount of securities authorized under any such instrument
does not exceed 10% of GATX Corporation’s total assets. GATX Corporation will furnish copies of
any such instruments upon request of the Securities and Exchange Commission.
(*) Compensatory Plans or Arrangements
111
Exhibit 12
GATX CORPORATION AND SUBSIDIARIES
COMPUTATION OF RATIOS OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS
Earnings available for fixed charges:
Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Add:
Year Ended December 31
2012
2011
2010
2009
2008
In millions, except ratios
$143.8
$107.6
$ 59.3
$ 78.9
$177.0
Dividends from affiliated companies . . . . . . . . . . . . . . . . . . . . . .
Total fixed charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
35.1
227.0
29.2
232.6
36.6
234.5
36.0
236.9
56.2
230.2
Total earnings available for fixed charges . . . . . . . . . . . . . . . . . . . .
$405.9
$369.4
$330.4
$351.8
$463.4
Fixed charges:
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest portion of operating lease expense . . . . . . . . . . . . . . . . .
Preferred dividends on pre-tax basis . . . . . . . . . . . . . . . . . . . . . . . .
168.5
58.5
—
$169.6
62.9
0.1
$167.3
67.1
0.1
$168.0
68.8
0.1
$151.6
78.5
0.1
Total fixed charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
227.0
$232.6
$234.5
$236.9
$230.2
Ratio of earnings to fixed charges . . . . . . . . . . . . . . . . . . . . . . . . . .
1.79
1.59
1.41
1.49
2.01
112
Exhibit 21
The following is a list of significant subsidiaries included in GATX’s consolidated financial statements and
SUBSIDIARIES OF THE REGISTRANT
the state or country of incorporation of each:
Company Name
American Steamship Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
GATX Terminals Overseas Holding Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . .
GATX Global Finance B.V. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
GATX Global Holding GmbH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
GATX Rail Austria GmbH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
GATX Third Aircraft LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
GATX International Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State or Country
of Incorporation
New York
Delaware
Netherlands
Switzerland
Austria
Delaware
United Kingdom
113
Exhibit 23
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-3 No. 333-168879) and
related Prospectus of GATX Corporation: the Registration Statement (Form S-8 No. 333-182219) pertaining to
the 2012 Incentive Award Plan, the Registration Statement (Form S-8 No. 333-116626) pertaining to the 2004
Equity Incentive Compensation Plan, the 1995 Long-Term Incentive Compensation Plan, and the 1985 Long-
Term Incentive Compensation Plan, the Registration Statement (Form S-8 No. 333-145581) pertaining to the
Salaried Employees Retirement Savings Plan, the Registration Statement (Form S-8 No. 33-41007) pertaining to
the Salaried Employees Retirement Savings Plan, the Registration Statement (Form S-8 No. 2-92404) pertaining
to the Salaried Employees Savings Plan, and the Registration Statement (Form S-8 No. 333-145583) pertaining
to the Hourly Employees Retirement Savings Plan of GATX Corporation of our reports dated February 26, 2013,
with respect to the consolidated financial statements and schedule of GATX Corporation and the effectiveness of
internal control over financial reporting of GATX Corporation included in this Annual Report (Form 10-K) of
GATX Corporation for the year ended December 31, 2012.
Ernst & Young LLP
Chicago, Illinois
February 26, 2013
114
Exhibit 31.1
Certification of Principal Executive Officer
I, Brian A. Kenney, certify that:
1. I have reviewed this Annual Report on Form 10-K of GATX Corporation (the “Company”);
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 Company
as of, and for, the periods presented in this report;
4. The Company’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 Company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and proce-
dures to be designed under our supervision, to ensure that material information relating to the Company,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over finan-
cial 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 Company’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 Company’s internal control over financial reporting that
occurred during the Company’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of
an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s
internal control over financial reporting; and
5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’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 Company’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 sig-
nificant role in the Company’s internal control over financial reporting.
/S/ BRIAN A. KENNEY
Brian A. Kenney
Chairman, President and Chief Executive Officer
March 1, 2013
115
Exhibit 31.2
Certification of Principal Financial Officer
I, Robert C. Lyons, certify that:
1. I have reviewed this Annual Report on Form 10-K of GATX Corporation (the “Company”);
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 Company
as of, and for, the periods presented in this report;
4. The Company’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 Company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and proce-
dures to be designed under our supervision, to ensure that material information relating to the Company,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over finan-
cial 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 Company’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 Company’s internal control over financial reporting that
occurred during the Company’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of
an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s
internal control over financial reporting; and
5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’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 Company’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 sig-
nificant role in the Company’s internal control over financial reporting.
/S/ ROBERT C. LYONS
Robert C. Lyons
Executive Vice President and Chief Financial Officer
March 1, 2013
116
Exhibit 32
GATX CORPORATION AND SUBSIDIARIES
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 Annual Report of GATX Corporation (the “Company”) on Form 10-K for the period
ending December 31, 2012, 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 con-
dition and results of operations of the Company.
/s/ BRIAN A. KENNEY
Brian A. Kenney
Chairman, President and
Chief Executive Officer
March 1, 2013
/s/ ROBERT C. LYONS
Robert C. Lyons
Executive Vice President and
Chief Financial Officer
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.
117
Board of Directors
Anne L. Arvia (1,3)
President and Chief Operating Officer, Nationwide Direct,
Affinity and Growth Solutions
Ernst A. Häberli (2,3)
Retired; Former President, Commercial Operations International,
The Gillette Company
Mark G. McGrath (2,3)
Retired; Former Director, McKinsey & Company
James B. Ream (1,2)
Senior Vice President - Operations, American Airlines
Robert J. Ritchie (1,3)
Retired; Former Chief Executive Officer, Canadian Pacific Railway Company
David S. Sutherland (A)
Retired; Former President and Chief Executive Officer, IPSCO, Inc.
Casey J. Sylla (1,2)
Retired; Former Chairman and Chief Executive Officer,
Allstate Life Insurance Company
Paul G. Yovovich (1)
President, Lake Capital Management
Brian A. Kenney
Chairman, President and Chief Executive Officer, GATX Corporation
Executive Officers
Brian A. Kenney
Chairman, President and Chief Executive Officer
Robert C. Lyons
Executive Vice President and Chief Financial Officer
James F. Earl
Executive Vice President and President, GATX Rail International
Deborah A. Golden
Executive Vice President, General Counsel and Corporate Secretary
Michael T. Brooks
Senior Vice President and Chief Information Officer
Thomas A. Ellman
Senior Vice President and Chief Commercial Officer
Curt F. Glenn
Senior Vice President, Portfolio Management
Mary K. Lawler
Senior Vice President, Human Resources
William M. Muckian
Senior Vice President, Controller and Chief Accounting Officer
Nicholas J. Matthews
Vice President and Group Executive, Operations
(A) Lead Director
(1) Member, Audit Committee
(2) Member, Compensation Committee
(3) Member, Governance Committee
For more information about GATX’s Corporate Governance,
go to www.gatx.com > Investor Relations > Corporate Governance
Annual Meeting
Friday, April 26, 2013, 9:00 a.m. Central Time
Northern Trust Company
Assembly Room, Sixth Floor
50 South LaSalle Street
Chicago, IL 60603
Shareholder 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:
Computershare
250 Royall Street
Canton, MA 02021
Toll-Free Number: (866) 767-6259
TDD for Hearing Impaired: (800) 231-5469
Outside the U.S.: (201) 680-6578
TDD Outside the U.S.: (201) 680-6610
Internet: www.computershare.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: lisa.ibarra@gatx.com
Financial Information and Press Releases
A copy of the Company’s Annual Report on Form
10-K for 2012 and selected other information are
available without charge. Corporate information and
press releases may be found at GATX’s website,
www.gatx.com. Requests for information may be made
through the site, and many GATX publications may be
directly viewed or downloaded. A variety of current and
historical information is also available at this site.
GATX Corporation welcomes and encourages questions
and comments from its shareholders, potential investors,
financial professionals and the public at large. To better
serve interested parties, the following GATX personnel
may be contacted by letter, telephone, e-mail or fax.
To Request Published Financial Information
and Financial Reports
GATX Corporation
Investor Relations Department
222 West Adams Street
Chicago, IL 60606-5314
Telephone: (800) 428-8161
Fax: (312) 621-6648
E-mail: ir@gatx.com
Request Line for Materials
(312) 621-6300
Analysts’, Institutional Shareholders’
and Financial Community Inquiries
Jennifer Van Aken, Director, Investor Relations
Telephone: (312) 621-6689
Fax: (312) 621-6648
E-mail: jennifer.vanaken@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
Rail North America/Rail International: (312) 621-6200
American Steamship Company: (716) 635-0222
Portfolio Management: (415) 955-3200
Independent registered public
accounting firm
Ernst & Young LLP
Forward-Looking Statements
Certain statements in this document may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor provisions of those sections and the Private Securities
Litigation Reform Act of 1995. These statements refer to information that is not purely historical, such as estimates, projections and statements relating to our business
plans, objectives and expected operating results, and the assumptions on which those statements are based. Some of these statements may be identified by words
like “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “predict,” “project” or other similar words. 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, 2012 and other filings with the SEC, and that actual results or events may differ materially from the forward-looking statements.
Specific risks and uncertainties that might cause actual results to differ from expectations include, but are not limited to, (1) general economic, market, regulatory
and political conditions affecting the rail, marine and other industries served by GATX and its customers; (2) competitive factors in GATX’s primary markets, including
lease pricing and asset availability; (3) lease rates, utilization levels and operating costs in GATX’s primary operating segments; (4) conditions in the capital markets
or changes in GATX’s credit ratings and financing costs; (5) risks related to GATX’s international operations and expansion into new geographic markets; (6) risks
related to compliance with, or changes to, laws, rules and regulations applicable to GATX and its rail, marine and other assets; (7) operational disruption and increased
costs associated with compliance maintenance programs and other maintenance initiatives; (8) operational and financial risks associated with long-term railcar
purchase commitments; (9) changes in loss provision levels within GATX’s portfolio; (10) conditions affecting certain assets, customers or regions where GATX has
a large investment; (11) impaired asset charges that may result from changing market conditions or portfolio management decisions implemented by GATX; (12)
opportunities for remarketing income; (13) labor relations with unions representing GATX employees; and (14) 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.
NYSE:GMT
W W W. G AT X . C O M
GATX CORPORATION
222 West Adams Street
Chicago, IL 60606-5314
(312) 621-6200
(800) 428-8161