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Form 10-Q for GATX CORP


1-May-2009

Quarterly Report


Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Forward Looking Statements
This document contains statements that may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934 and are subject to the safe harbor provisions of those sections and the Private Securities Litigation Reform Act of 1995. Some of these statements may be identified by words such as "anticipate," "believe," "estimate," "expect," "intend," "predict," "project" or other words and terms of similar meaning. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, including those described in GATX's Annual Report on Form 10-K and other filings with the SEC, and that actual results or developments may differ materially from those in the forward-looking statements. Specific factors that might cause actual results to differ from expectations include, but are not limited to, general economic, market, regulatory and political conditions in the rail, marine, industrial and other industries served by GATX and its customers; lease rates, utilization levels and operating costs in GATX's primary asset segments; conditions in the capital markets; changes in GATX's credit ratings; regulatory rulings that may impact the economic value and operating costs of assets; competitive factors in GATX's primary markets including lease pricing and asset availability; changes in loss provision levels within GATX's portfolio; impaired asset charges that may result from changing market conditions or portfolio management decisions implemented by GATX; the opportunity for remarketing income; the outcome of pending or threatened litigation; and other factors. Given these risks and uncertainties, readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's analysis, judgment, belief or expectation only as of the date hereof. GATX has based these forward-looking statements on information currently available and disclaims any intention or obligation to update or revise these forward-looking statements to reflect subsequent events or circumstances.
Business Overview
This "Management's Discussion and Analysis of Financial Condition and Results of Operations" is based on financial data derived from the financial statements prepared in accordance with Generally Accepted Accounting Principles ("GAAP") and certain other financial data that is prepared using non-GAAP components. For a reconciliation of these non-GAAP components to the most comparable GAAP components, see Non-GAAP Financial Measures at the end of this Item.
GATX Corporation leases, operates and manages long-lived, widely used assets in the rail, marine and industrial equipment markets. GATX also invests in joint ventures that complement existing business activities. Headquartered in Chicago, Illinois, GATX has three financial reporting segments: Rail, Specialty and American Steamship Company ("ASC").
Operating results for the three months ended March 31, 2009, are not necessarily indicative of the results that may be achieved for the entire year ending December 31, 2009. For further information, refer to GATX's Annual Report on Form 10-K, as filed with the Securities and Exchange Commission ("SEC"), which contains the Company's consolidated financial statements for the year ended December 31, 2008.


Table of Contents

DISCUSSION OF OPERATING RESULTS
Net income was $27.6 million or $.56 per diluted share for the first three months of 2009 compared to net income of $51.8 million or $1.03 per diluted share in the first quarter of 2008. The 2009 first quarter results include an after-tax unrealized loss of $11.6 million, representing the change in the fair value of certain interest rate swaps at GATX's AAE Cargo affiliate, and the 2008 first quarter results include a $6.8 million after tax benefit from the reversal of tax reserves. Results for 2008 have been restated to reflect the adoption of FASB Staff Position No. APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement). See Note 2 to the consolidated financial statements for further information.
Total investment volume was $79.3 million for the first three months of 2009 compared to $71.4 million for the first three months of 2008.
The following table presents a financial summary of GATX's operating segments (in millions, except per share data):

                                                           Three Months Ended
                                                                March 31
                                                            2009          2008
      Gross Income
      Rail                                               $    225.5      $ 253.5
      Specialty                                                36.5         42.2
      ASC                                                       2.2         15.2

      Total segment gross income                              264.2        310.9
      Other income                                              0.2          0.2

      Consolidated Gross Income                               264.4        311.1


      Segment Profit
      Rail                                                     43.1         73.8
      Specialty                                                23.0         30.0
      ASC                                                       4.8          0.7

      Total Segment Profit                                     70.9        104.5
      Less:
      Selling, general and administrative expenses             33.0         38.5
      Unallocated interest expense, net                        (0.1 )       (0.4 )
      Other income and expense, including eliminations         (1.5 )       (0.3 )
      Income taxes                                             11.9         14.9

      Net Income                                         $     27.6      $  51.8


      Basic earnings per share                           $     0.57      $  1.10
      Diluted earnings per share                         $     0.56      $  1.03

Return on Equity
GATX's return on equity ("ROE") is based on net income and is shown for the trailing twelve months ended March 31:

2009 2008 ROE 15.5 % 17.8 %


Table of Contents

Segment Operations
Segment profit is an internal performance measure used by the Chief Executive Officer to assess the performance of each segment in a given period. Segment profit includes all revenues, including affiliate earnings, attributable to the segments as well as ownership and other costs that management believes are directly associated with the maintenance or operation of the revenue earning assets. Other costs include maintenance costs, marine operating costs, asset impairment charges and other costs such as litigation, provisions for losses, environmental costs, and asset storage costs. Segment profit excludes selling, general and administrative expenses, income taxes and certain other amounts not allocated to the segments. These amounts are discussed below in Other.
GATX allocates debt balances and related interest expense to each segment based upon a pre-determined fixed recourse leverage level expressed as a ratio of recourse debt (including off balance sheet debt) to equity. The leverage levels for Rail, Specialty and ASC are set at 4:1, 3:1 and 1.5:1, respectively. Management believes that by utilizing this leverage and interest expense allocation methodology, each operating segment's financial performance reflects appropriate risk-adjusted borrowing costs.

Rail
Segment Summary
In the current quarter, economic weakness in North America negatively impacted lease pricing and demand for railcars. After holding steady throughout 2008, North American fleet utilization decreased to 96.5% compared to 97.9% at the end of 2008. Lease end returns and returns related to customer bankruptcy filings contributed equally to this reduction. In addition, average lease renewal pricing on cars in the GATX Lease Price Index (the "LPI") (see definition below) decreased 5.5% over the average expiring lease rates, compared to increases of 3.3% for the fourth quarter of 2008 and 11.6% for the first quarter of 2008. Lease terms on renewals for cars in the LPI averaged 45 months in the first quarter of 2009, compared to 65 months for the fourth quarter of 2008 and 65 months in the first quarter of 2008. In Europe, economic weakness is also having a negative impact on operations. Rail's wholly-owned tank car fleet is performing relatively well due to a high concentration of cars deployed in the more stable petroleum market. Fleet utilization decreased modestly to 96.5% from 97.1% at the end of 2008 and customers renewed a majority of leases that expired in the first quarter of 2009. However, Rail's AAE Cargo affiliate is experiencing substantial market pressure due to its concentration in freight cars, particularly intermodal cars. During the first three months of 2009, Rail's investments, which consisted primarily of new railcars acquired pursuant to existing commitments, were $70.5 million compared to $54.5 million in 2008.
Components of Rail's operating results are outlined below (in millions):

                                               Three Months Ended
                                                    March 31
                                                2009          2008
                  Gross Income
                  Lease income               $    216.5      $ 219.5
                  Asset remarketing income          4.7         11.0
                  Other income                     13.2         17.5

                  Revenues                        234.4        248.0
                  Affiliate earnings               (8.9 )        5.5

                                                  225.5        253.5

                  Ownership Costs
                  Depreciation                     46.2         44.2
                  Interest expense, net            33.6         30.1
                  Operating lease expense          33.6         37.6

                                                  113.4        111.9

                  Other Costs and Expenses
                  Maintenance expense              61.2         60.2
                  Other                             7.8          7.6

                                                   69.0         67.8

                  Segment profit             $     43.1      $  73.8


Table of Contents

Rail's Lease Income
   Components of Rail's lease income are outlined below (in millions):

                                           Three Months Ended
                                                March 31
                                            2009         2008

                        North America    $  175.6      $ 172.6
                        Europe               32.8         38.3
                        Locomotives           8.1          8.6

                                         $  216.5      $ 219.5

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

                                                     Three Months Ended
                                                          March 31
                                                      2009          2008

              Average Renewal Lease Rate Change        (5.5 )%      11.6 %
              Average Renewal Term (months)              45           65

Rail's Fleet Data
   The following table summarizes fleet activity for Rail's wholly-owned North
American railcars:

                                                   Three Months Ended
                                                        March 31
                                                   2009          2008

              Beginning balance                   112,976       112,445
              Cars added                              354           725
              Cars scrapped or sold                (1,004 )      (2,416 )

              Ending balance                      112,326       110,754
              Utilization rate at quarter end        96.5 %        98.1 %

The following table summarizes fleet activity for Rail's wholly-owned European railcars:

                                                    Three Months Ended
                                                         March 31
                                                    2009          2008

               Beginning balance                    19,724       19,435
               Cars added                              190           56
               Cars scrapped or sold                   (28 )         (8 )

               Ending balance                       19,886       19,483
               Utilization rate at quarter end        96.5 %       97.5 %

Comparison of the First Three Months of 2009 to the First Three Months of 2008 Segment Profit
Rail's segment profit for the first three months of 2009 was significantly impacted by a $14.3 million unrealized loss representing the change in the fair value of certain interest rate swaps at its AAE Cargo affiliate. Excluding the unrealized loss, Rail's segment profit decreased $16.4 million from 2008, primarily due to lower asset remarketing income and scrapping gains.


Table of Contents

Gross Income
Lease income in North America increased $3.0 million, primarily the result of an average of over 1,000 more cars on lease, largely due to the Allco fleet acquisition completed at the end of 2008. In Europe, lease income decreased $5.5 million due to weaker foreign exchange rates, partially offset by an average of over 220 more cars on lease. Asset remarketing income decreased $6.3 million as the current year included a $4.0 million residual sharing fee while the prior year included the disposition of nearly 1,400 railcars. Other income was lower in 2009 primarily due to lower scrap income. Affiliate earnings in 2009 were lower due to the $14.3 million unrealized loss at AAE. Excluding the unrealized loss, 2009 affiliate earnings were comparable to 2008. However, pressures in the European freight car market are intense, particularly in intermodal cars where AAE has substantial exposure. It is likely that AAE's operating performance will be under increasing stress as 2009 progresses.
AAE holds multiple derivative instruments to hedge interest rate risk associated with forecasted floating rate debt issuances related to future new car orders. These instruments do not qualify for hedge accounting based on their applicable terms and as a result, changes in their fair values are recognized currently in income. The unrealized loss recognized in 2009 was primarily driven by the significant decline in benchmark interest rates. AAE's earnings may be impacted by future unrealized gains or losses associated with these instruments. Ownership Costs
Ownership costs for the first three months of 2009 increased $1.5 million, primarily due to interest associated with investment volume of $603.4 million over the last 12 months. The mix of ownership costs was impacted by the purchase of $70.1 million of previously leased in assets in 2008. Other Costs and Expenses
Maintenance expenses for the first three months of 2009 increased $1.0 million, primarily the result of higher car volumes and increased repairs performed by railroads, partially offset by the effect of foreign exchange rates. In North America, maintenance costs were $4.8 million higher largely due to an increase in the number of wheelset replacements performed by railroads and higher car volumes. In Europe, maintenance costs decreased $3.8 million primarily due to weakening foreign currencies.

Specialty
Segment Summary
Specialty's total asset base, including off balance sheet assets, was $641.3 million at March 31, 2009, compared to $654.4 million at December 31, 2008, and $521.5 million at March 31, 2008. Capital market volatility continues to create investment uncertainty for Specialty's industrial equipment customers, which has resulted in limited investment opportunities in 2009. Specialty continues to pursue investment opportunities; however, realization of these opportunities will be dependent on a number of factors, including market conditions and expected returns.


Table of Contents

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

                                                  Three Months
                                                 Ended March 31
                                                 2009        2008
                    Gross Income
                    Lease income               $   15.3     $ 14.2
                    Asset remarketing income        9.7        9.9
                    Other income                    1.1        1.7

                    Revenues                       26.1       25.8
                    Affiliate earnings             10.4       16.4

                                                   36.5       42.2

                    Ownership Costs
                    Depreciation                    4.9        4.0
                    Interest expense, net           5.8        4.1
                    Operating lease expense         0.4        0.5

                                                   11.1        8.6
                    Other Costs and Expenses        2.4        3.6


                    Segment profit             $   23.0     $ 30.0

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

                                                          March 31
                                                      2009        2008
              Net book value of owned assets (a)    $ 641.3     $ 521.5
              Net book value of managed portfolio     274.1       361.2

(a) Includes off balance sheet assets

Comparison of the First Three Months of 2009 to the First Three Months of 2008 Segment Profit
Specialty's segment profit for the first three months of 2009 was $7.0 million lower than the prior year, primarily due to lower marine affiliate earnings.
Gross Income
Lease income was $1.1 million higher than the prior year, primarily due to income from investments in operating lease assets made in 2008. Share of affiliate earnings decreased $6.0 million from the prior year, primarily due lower charter rates achieved by marine vessels as a result of the slowdown in the global economy.
Ownership Costs
Ownership costs were $2.5 million higher than the prior year, primarily due to an increase in interest and depreciation expense related to operating lease assets acquired in 2008.
Other Costs and Expenses
The decrease in other costs and expenses in 2009 was primarily due to a $0.7 million favorable difference in the fair value adjustment for warrants and lower costs for pooled barges.


Table of Contents

ASC
Segment Summary
The Great Lakes transportation market is severely depressed, primarily due to the downturn in the steel industry. In response, ASC's customers have significantly reduced anticipated freight volume requirements for 2009. As a result, ASC will actively manage the fleet and deploy vessels to efficiently meet customer requirements.
ASC's fleet is largely inactive for the first three months of each year due to the winter conditions on the Great Lakes. In the first three months of 2008, ASC carried 2.2 million net tons of freight, largely due to prior year volume requirements completed in January. In 2009, ASC carried only 0.2 million net tons, reflective of market conditions.
Components of ASC's operating results are outlined below (in millions):

                                                  Three Months
                                                 Ended March 31
                                                 2009        2008
                   Gross Income
                   Marine operating revenues   $    1.1     $ 14.1
                   Lease income                     1.0        1.1
                   Other income                     0.1          -

                                                    2.2       15.2

                   Ownership Costs
                   Interest expense, net            2.2        2.4

                                                    2.2        2.4

                   Other Costs and Expenses
                   Maintenance expense              0.1        0.6
                   Marine operating expense         0.7       11.5
                   Other                           (5.6 )        -

                                                   (4.8 )     12.1

                   Segment profit              $    4.8     $  0.7

Comparison of the First Three Months of 2009 to the First Three Months of 2008 Segment Profit
ASC's segment profit of $4.8 million was $4.1 million higher than prior year. The favorable variance was primarily due to receipt of a litigation settlement, partially offset by lower income due to significantly lower freight volume in 2009.
Gross Income
Gross income for the first three months of 2009 decreased $13.0 million from the prior year. The decrease was primarily due to significantly lower freight volume in 2009 compared to 2008.
Ownership Costs
Ownership costs between the two periods were comparable. Other Costs and Expenses
Other costs and expenses for the first three months of 2009 decreased $16.9 million from the prior year. The variance was primarily due to substantially reduced shipping activity in 2009 compared to 2008 and the receipt of a $5.6 million litigation settlement.

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


Table of Contents

Components of Other are outlined below (in millions):

                                                               Three Months
                                                              Ended March 31
                                                             2009        2008
        Selling, general and administrative expenses        $ 33.0     $ 38.5
        Unallocated interest expense, net                     (0.1 )     (0.4 )
        Other income and expense, including eliminations      (1.5 )     (0.3 )
        Income taxes                                          11.9       14.9

SG&A, Unallocated Interest and Other
SG&A was $5.5 million lower than the prior year, primarily due to lower compensation expense and weaker foreign exchange rates. Unallocated interest expense is the difference between actual external interest expense incurred (net of interest income earned on certain cash balances) and amounts allocated to the reporting segments in accordance with assigned leverage targets. Unallocated interest expense in 2009 was comparable to the prior year. Other income and expense in 2009 was $1.2 million favorable to the prior year, primarily due to a reduction of a non-income tax accrual.
Income Taxes
GATX's effective tax rate was 30% for the three months ended March 31, 2009, compared to 22% for the three months ended March 31, 2008. In 2008, the statute of limitations on a state income tax position taken in a prior period expired, resulting in the recognition of previously unrecognized tax benefits of $6.8 million. Additionally, in the current year, a change in the functional currency tax election of a foreign wholly-owned subsidiary resulted in the recognition of a $2.4 million deferred tax benefit. Excluding the effect of the tax benefits from both years, GATX's effective tax rate was for the first three months of 2009 and 2008 was 36% and 33% respectively. Cash Flow and Liquidity
Over the course of a full year, GATX expects to generate significant cash flow from a combination of operating activities and investment portfolio proceeds. This cash flow is used to service debt, pay dividends, and fund portfolio investments and capital additions. Cash flow from operations and portfolio proceeds are impacted by changes in working capital and the timing of asset dispositions. As a result, cash flow components will vary quarter to quarter.
Net cash provided by operating activities for the first three months of 2009 was $29.5 million, a decrease of $3.5 million from the prior year. The decrease was primarily due to changes in working capital. Cash flow tends to be lower in the first quarter relative to subsequent quarters due to the timing of certain payments.
Portfolio investments and capital additions for the first three months of 2009 totaled $79.3 million, an increase of $7.9 million from the prior year. Rail investments in 2009 were $70.5 million, while Specialty investments were $4.2 million. The timing of investments is dependent on transaction opportunities and market conditions.
Portfolio proceeds totaled $27.2 million for the first three months of 2009, a decrease of $38.9 million from the prior year. The decrease was primarily due to lower asset remarketing proceeds.
Other proceeds of $32.6 million for the first three months of 2009 consisted of $27.3 million received from the partial liquidation of a money market fund investment and $5.3 million from the scrapping of railcars. Other proceeds for the first three months of 2008 consisted of $8.2 million from the scrapping of railcars.
GATX also expects to meet debt, lease and dividend obligations through commercial paper issuances, committed revolving credit facilities and the issuance of secured and unsecured debt. GATX utilizes both domestic and international banks and capital markets.
Debt repayments for the first three months of 2009 were $9.4 million, consisting of scheduled principal payments. . . .

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