GATX - 10-Q quarterly report FY2011 Q1

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As of March 31, 2011, 46.4 million common shares were outstanding.

The accompanying notes are an integral part of these consolidated financial statements.

The accompanying notes are an integral part of these consolidated financial statements.

The accompanying notes are an integral part of these consolidated financial statements.

     GATX Corporation (“GATX” or the “Company”) 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”).

     The accompanying unaudited consolidated financial statements of GATX Corporation and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by these accounting principles for complete financial statements. In the opinion of management, all adjustments (which are of a normal recurring nature) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2011, are not necessarily indicative of the results that may be achieved for the entire year ending December 31, 2011. In particular, ASC’s fleet is generally inactive for a significant portion of the first quarter of each year due to the winter conditions on the Great Lakes. In addition, the timing of asset remarketing income is dependent, in part, on market conditions and, therefore, does not occur evenly from period to period. For further information, refer to the consolidated financial statements and footnotes for the year ended December 31, 2010, as set forth in the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission (“SEC”).

     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 quarter and 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 has determined that the effect of this error is immaterial and adjusted its Consolidated Balance Sheet and Consolidated Statement of Cash Flows in 2010 to correct this error.

     Investments in affiliated companies represent investments in, and loans to and from, domestic and foreign companies and joint ventures that are in businesses similar to those of GATX, such as lease financing and related services for customers operating rail, marine and industrial equipment assets, as well as other business activities, including ventures that provide asset residual value guarantees.

     Operating results for all affiliated companies, assuming GATX held a 100% interest, would be (in millions):

     The following tables set forth GATX’s assets and liabilities measured at fair value on a recurring basis (in millions):

     Available for sale equity securities are valued based on quoted prices in an active exchange market. Warrants and derivative contracts 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.

     The following table sets forth certain disclosures relating to GATX’s non-recurring Level 3 fair value measurements as of March 31 (in millions):

     In 2011, impairment losses of $0.6 million related to scrapped wheelsets in Rail’s European fleet. In 2010, impairment losses of $4.8 million related to an industry-wide, regulatory mandate issued by the Association of American Railroads that resulted in a significant decrease to the expected economic life of 358 aluminum hopper railcars. In each case, the fair value was determined using discounted cash flow methodologies and third-party appraisal data, as applicable.

     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 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 operating expenses and the related cash flows are included in cash flows from operating activities. Although GATX does not hold or issue derivative financial instruments for purposes other than hedging, certain derivatives may not qualify for hedge accounting. Changes in the fair value of these derivatives are recognized in earnings immediately.

     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 March 31, 2011 and December 31, 2010, GATX had three instruments outstanding with an aggregate notional amount of $350.0 million for each period. As of March 31, 2011, these derivatives had maturities ranging from 2012-2015.

     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 March 31, 2011 and December 31, 2010, GATX had 15 instruments and 13 instruments outstanding, respectively, with an aggregate notional amount of $230.0 million and $130.4 million, respectively. As of March 31, 2011, these derivatives had maturities ranging from 2011-2015. Within the next 12 months, GATX expects to reclassify $6.3 million ($4.0 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.

     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 March 31, 2011 was $4.3 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.

     The income statement and other comprehensive income impacts of GATX’s derivative instruments were (in millions):

     The carrying amounts of cash and cash equivalents, restricted cash, money market funds, rent and other receivables, accounts payable, commercial paper and bank credit facilities approximate fair value due to the short maturity of those instruments. The fair values of investment funds were based on the best information available and may include quoted investment fund values. The fair values of 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 financial instruments as of (in millions):

     In connection with certain investments or transactions, GATX has entered into various commercial commitments, such as guarantees and standby letters of credit, which could potentially 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 techniques similar to those used to evaluate funded transactions.

     The following table shows GATX’s commercial commitments as of (in millions):

     Affiliate guarantees generally involve guaranteeing repayment of the financing utilized to acquire or lease-in assets and are in lieu of making direct equity investments in the affiliate. GATX is not aware of any event of default that would require it to satisfy these guarantees and expects the affiliates to generate sufficient cash flow to satisfy their lease and loan 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 asset remarketing income. 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 the residual value guarantee will be reduced by the value realized from disposition of the asset. Asset residual value guarantees include those related to assets of affiliated companies.

     Lease payment guarantees represent GATX’s guarantees to financial institutions of finance and operating lease payments to unrelated parties. Any liability resulting from GATX’s performance pursuant to the lease payment 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 bonds primarily related to workers’ compensation and general liability insurance coverages. No material claims have been made against these obligations. At March 31, 2011, GATX does not expect any material losses to result from these off balance sheet instruments since performance is not anticipated to be required.

     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 activities 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 performance 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 for 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 carrying amounts of assets and liabilities of the VIE were (in millions):

     GATX is also involved with other entities determined to be VIEs of which GATX is not the primary beneficiary. These VIEs are primarily leveraged leases and certain investments in affiliates that are involved in railcar and equipment leasing activities, which 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 among 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.

     The carrying amounts and maximum exposure to loss with respect to VIEs that GATX does not consolidate were as follows (in millions):

     The components of comprehensive income were as follows (in millions):

     In the first quarter of 2011, GATX granted 415,800 stock appreciation rights (“SARs”), 200,026 restricted stock units, 87,570 performance shares and 5,805 phantom stock units. For the three months ended March 31, 2011, total share-based compensation expense was $2.5 million ($1.5 million after tax). For the three months ended March 31, 2010, total share-based compensation expense was $1.8 million ($1.1 million after tax).

     The weighted average estimated fair value of GATX’s 2011 SAR awards and underlying assumptions thereof are noted in the table below. The vesting period for the 2011 SAR grant is 3 years, with 1/3 vesting after each year.

     GATX’s effective tax rate was 23% for the three months ended March 31, 2011, compared to 29% for the three months ended March 31, 2010. The difference in GATX’s effective tax rate was largely driven by variability in the mix of pre-tax income, including share of affiliates’ earnings, among domestic and foreign jurisdictions, which are taxed at different rates.

     As of March 31, 2011, GATX’s gross liability for unrecognized tax benefits totaled $43.0 million, which, if fully recognized, would decrease income tax expense by $23.3 million ($21.2 million net of federal tax).

     The components of pension and other post-retirement benefit costs for the three months ended March 31, 2011 and 2010, were as follows (in millions):

     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 period. Shares issued or reacquired during the period, if applicable, were weighted for the portion of the period that they were outstanding. Diluted earnings per share give effect to potentially dilutive securities, including convertible preferred stock, employee stock options/SARs, restricted stock and convertible debt.

     The following table sets forth the computation of basic and diluted net income per common share (in millions, except per share amounts):

     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. For a discussion of these matters, please refer to Note 22 to the Company’s consolidated financial statements as set forth in GATX’s Annual Report on Form 10-K for the year ended December 31, 2010. Except as noted below, there have been no material changes or developments in these matters.

     In December 2005, Polskie Koleje Panstwowe S.A. (“PKP”) filed a complaint, Polskie Koleje Panstwowe S.A. v. DEC sp. z o.o., in the Regional Court in Warsaw, Poland against DEC sp. z o.o. (“DEC”), an indirect wholly-owned subsidiary of the Company currently named GATX Rail Poland, sp. z o.o. The complaint alleges that, prior to GATX’s acquisition of DEC in 2001, DEC breached a Conditional Sales Agreement (the “Agreement”) to purchase shares of Kolsped S.A. (“Kolsped”), an indirect subsidiary of PKP. The allegedly breached condition required DEC to obtain a release of Kolsped’s ultimate parent company, PKP, from its guarantee of Kolsped’s promissory note securing a $9.8 million bank loan. Pursuant to an amendment to the Agreement, DEC satisfied this condition by providing PKP with a blank promissory note (the “DEC Note”) and a promissory note declaration which allowed PKP to fill in the DEC Note up to $10 million in the event a demand was made upon it as guarantor of Kolsped’s note to the bank (the “Kolsped Note”). In May 1999, the then current holder of the Kolsped Note, a bank (“Bank”), sued PKP under its guarantee. PKP lost the DEC Note and therefore did not use it to satisfy the guarantee, and the Bank ultimately secured a judgment against PKP in 2002. PKP also failed to notify DEC of the Bank’s lawsuit while the lawsuit was pending.

     After exhausting its appeals of the judgment entered against it, PKP filed suit against DEC in December 2005, alleging that DEC failed to fulfill its obligation to release PKP as a guarantor of the Kolsped Note and is purportedly liable to PKP, as a third party beneficiary of the Agreement. DEC filed an answer to the complaint denying the material allegations and raising numerous defenses, including, among others, that: (i) the Agreement did not create an actionable obligation, but rather was a condition precedent to the purchase of shares in Kolsped; (ii) DEC fulfilled that condition by issuing the DEC Note, which was subsequently lost by PKP and redeemed by a Polish court; (iii) PKP was not a third party beneficiary of the Agreement; and (iv) the action is barred by the governing limitations period. The first day of trial was held on March 5, 2008, and the second and final day of trial was held on December 7, 2009. On February 16, 2010, the court issued a written opinion in favor of DEC and rejecting all of PKP’s claims. PKP appealed and, on March 24, 2011, the Court of Appeals rejected the appeal and reaffirmed the trial court’s ruling. A further appeal by PKP to the Supreme Court is pending.

     As of March 31, 2011, PKP’s claims for damages totaled approximately PLN 141.6 million, or $49.8 million, which consists of the principal amount, interest and costs allegedly paid by it to the Bank and statutory interest. Statutory interest would be assessed only if the Court of Appeals, or the trial court on remand, ultimately awards damages to PKP, in which case interest would be assessed on the amount of the award from the date of filing of the claim in December 2005, to the date of the award. The Company has recorded an accrual of $15.6 million for this litigation pending final resolution on appeal. While the ultimate resolution of this matter for an amount in excess of this accrual is possible, the Company believes that any such excess would not be material to its financial position or liquidity. However, such resolution could have a material adverse effect on the results of operations in a particular quarter or fiscal year.

     GATX 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 ASC.

     Rail is principally engaged in leasing tank and freight railcars, and locomotives. Rail provides railcars primarily pursuant to full-service leases, under which it maintains the railcars, pays ad valorem taxes and insurance, and provides other ancillary services. Rail also offers net leases for railcars and most of its locomotives, in which case the lessee is responsible for maintenance, insurance and taxes.

     Specialty provides leasing, asset remarketing and asset management services to the marine and industrial equipment markets. Specialty offers operating leases, direct finance leases and loans, and extends its market reach through joint venture investments.

     ASC owns and operates the largest fleet of U.S. flagged self-unloading vessels on the Great Lakes, providing waterborne transportation of dry bulk commodities for a range of industrial customers.

     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 earnings from affiliates, attributable to the segments as well as ownership and operating costs that management believes are directly associated with the maintenance or operation of the revenue earning assets. Operating costs include maintenance costs, marine operating costs and other operating costs such as litigation, asset impairment charges, 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 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, 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.

     The following tables depict the profitability, financial position and capital expenditures of each of GATX’s business segments for the three months ended March 31, 2011 and 2010 (in millions):

     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 for the year ended December 31, 2010, and other filings with the Securities and Exchange Commission (“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 operating segments; conditions in the capital markets; changes in GATX’s credit ratings and financing costs; regulatory rulings that may impact the economic value and operating costs of assets; costs associated with maintenance initiatives; competitive factors in GATX’s primary markets including lease pricing and asset availability; operational and financial risks associated with long-term railcar purchase commitments; 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; and 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.

     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 (“GATX” or the “Company”) 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, 2011 are not necessarily indicative of the results that may be achieved for the entire year ending December 31, 2011. For further information, refer to GATX’s Annual Report on Form 10-K, as filed with the SEC, which contains the Company’s consolidated financial statements for the year ended December 31, 2010.

     Net income was $19.9 million, or $0.42 per diluted share, for the first quarter of 2011 compared to net income of $18.7 million, or $0.40 per diluted share, for the first quarter of 2010. Results for the first quarter of 2011 include $6.4 million, or $0.14 per diluted share, of after-tax unrealized gains related to certain interest rate swaps at GATX’s European Rail affiliate, AAE Cargo A.G. (“AAE”). First quarter 2010 results include $0.8 million, or $0.2 per diluted share, of after-tax unrealized losses related to the interest rate swaps at AAE.

     Total investment volume was $96.2 million for the first three months of 2011 compared to $70.2 million for the first three months of 2010.

     The following table presents a financial summary of GATX’s operating segments (in millions, except per share data):

     The following table presents GATX’s return on equity (“ROE”) for the trailing twelve months ended March 31:

     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 and GATX’s share of affiliates’ earnings attributable to the segments as well as ownership and operating costs that management believes are directly associated with the maintenance or operation of the revenue earning assets. Operating costs include maintenance costs, marine operating costs, and other operating costs such as litigation, asset impairment charges, 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.

     Market fundamentals continued to improve in the first quarter of 2011 as U.S. carloadings increased, idle railcars declined, and lease rate pricing improved. Rail’s utilization in North America increased to 97.8% compared to 97.4% at the end of 2010 and 96.0% at March 31, 2010. Lease rates on renewals and assignments during the quarter were slightly lower than the expiring rates; however, the rate of decline was substantially reduced compared to recent experience. The average lease renewal rate on cars in the GATX Lease Price Index (the “LPI”, see definition below) decreased 0.5% from the average expiring lease rate in the current quarter, compared to decreases of 14.0% for the fourth quarter of 2010 and 15.2% for the first quarter of 2010. Rail entered 2011 with approximately 21,000 cars on leases scheduled to expire during the year, of which approximately 4,200 occurred in the current quarter. Lease terms on renewals for cars in the LPI averaged 41 months in the current quarter, compared to 36 months for the fourth quarter of 2010 and 31 months in the first quarter of 2010. Rail’s commercial team is focused on lease pricing improvement in this recovering market. In Europe, Rail’s wholly-owned tank car fleet has increased due to investments in new cars and there have been modest improvements in lease pricing. Fleet utilization increased slightly to 95.8% compared to 95.7% at the end of 2010 and 94.4% at March 31, 2010. AAE, which serves the freight railcar markets, is beginning to experience some improvement in its markets and fleet utilization is increasing. During the first three months of 2011, Rail’s investment volume was $53.9 million, compared to $48.1 million in 2010. In March 2011, GATX entered into an agreement to acquire 12,500 newly built railcars that are expected to deliver ratably over a five-year period.

     Components of Rail’s operating results are outlined below (in millions):

     The GATX Lease Price Index 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 types that Rail believes to be representative of its overall North American 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.

     The following table summarizes certain fleet data for Rail’s North American railcars for the quarters indicated:

     The following table summarizes certain fleet data for Rail’s European railcars for the quarters indicated:

     The following table summarizes certain fleet data for Rail’s North American locomotives for the quarters indicated:

     Components of Rail’s lease income are outlined below (in millions):

     Rail’s segment profit for the first three months of 2011 reflects unrealized gains of $7.2 million representing the change in the fair value of certain interest rate swaps at AAE, while segment profit for the first three months of 2010 reflects unrealized losses of $0.9 million related to the interest rate swaps. Excluding the effect of these items from each period, Rail’s segment profit decreased $5.8 million, primarily due to lower asset remarketing income, lower affiliate earnings, and the absence of end-of-lease settlements received in the prior year, partially offset by higher North American lease income and scrapping gains, and the absence of a prior year asset impairment charge.

     Lease income in North America increased $2.2 million, primarily due to an average of 2,600 more cars and 62 more locomotives on lease, partially offset by lower lease rates compared to the prior year. In Europe, a $2.3 million increase in lease income was driven primarily by an average of approximately 500 more cars on lease and higher lease rates. Asset remarketing income decreased $4.9 million due to fewer railcar sales in the current year. Other income was $0.5 million higher, primarily due to more scrapped cars at higher scrap rates largely offset by the absence of income from end-of-lease settlements received in the prior year. Affiliates’ earnings declined $1.5 million from the prior year. Excluding the impact of the aforementioned interest rate swaps at AAE from the current and prior years, affiliates’ earnings declined $9.6 million, primarily due to the combination of a current year charge related to a bankrupt customer at AAE and the absence of a prior year asset remarketing gain at another affiliate.

     AAE holds multiple derivative instruments intended to hedge interest rate risk associated with forecasted floating rate debt issuances. These instruments do not qualify for hedge accounting and as a result, changes in their fair values are recognized currently in income. The unrealized gains and losses were primarily driven by changes in the underlying benchmark interest rates. AAE’s earnings may be impacted by future unrealized gains or losses associated with these instruments.

     Ownership costs were comparable to the prior year.

     In North America, maintenance costs increased by $2.9 million, primarily due to higher railroad repair volumes and higher per car repair costs. In Europe, maintenance costs were $1.4 million lower, primarily due to the timing of the capitalization of new wheelsets in the prior year in connection with the wheelset replacement program at GATX’s European rail operations, partially offset by a higher volume of underframe revisions in the current year.

     Other costs in 2011 were $6.5 million lower than the prior year, primarily due to lower asset impairment charges, storage and switching fees, and net remeasurement gains on non-functional currency assets and liabilities in the current year compared to net losses in the prior year. Asset impairment charges of $0.6 million in the current year related to wheelsets scrapped in Europe in connection with the wheelset replacement program, while charges of $4.8 million in the prior year were attributable to an Association of American Railroads industry-wide regulatory mandate that resulted in a significant decrease to the expected economic life of 358 GATX aluminum hopper railcars.

     Specialty’s total asset base, including off balance sheet assets, was $763.6 million at March 31, 2011, compared to $744.4 million at December 31, 2010, and $694.6 million at March 31, 2010. Investment volume was $36.4 million in the first three months of 2011 compared to $19.6 million in the prior year period. Investments in 2011 primarily consisted of $17.2 million in existing affiliates, $10.0 million in equipment and a $9.1 senior secured loan. Specialty continues to evaluate investment opportunities in a disciplined manner, focusing on targeted asset types, asset cost and appropriate risk adjusted returns. Marine affiliate market conditions remain under pressure due to a combination of inconsistent demand for marine transport services and vessel overcapacity in these markets. Specialty’s aircraft engine leasing affiliate continues to produce positive operating results.

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

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

     Specialty’s segment profit for the first three months of 2011 was $1.4 million lower than the prior year, primarily due to lower lease and asset remarketing income.

     Lease income was $0.9 million lower than the prior year, primarily due to lower pooled barge income partially offset by income from new leases. Asset remarketing income was $0.6 million lower than the prior year due to reduced remarketing activity. Affiliates’ earnings increased $0.3 million, primarily due to an affiliate asset remarketing gain on the sale of a vessel, largely offset by an adjustment attributable to an accounting change for residual value guarantees.

     Ownership costs were $0.6 million higher than the prior year, primarily due to depreciation and interest expenses on new investments.

     Other costs and expenses decreased $0.4 million, primarily due to lower operating costs for pooled barges partially offset by the absence of a bad debt recovery received in the prior year.

     ASC entered 2011 anticipating continued improvement in steel production, which is expected to result in marginally higher tonnage volumes compared to prior year. As of April 27, 2011, ASC had deployed 8 vessels. Discussions with customers regarding freight volume requirements for 2011 are still in progress. As a result, ASC will continue to actively manage its fleet and deploy vessels in a disciplined manner.

     ASC’s fleet is largely inactive for the first three months of each year due to the winter conditions on the Great Lakes and first quarter freight volume is largely attributable to prior year volume requirements completed in January. During the first three months of 2011, ASC’s freight volume of 1.2 million net tons was comparable to the prior year.

     Components of ASC’s operating results are outlined below (in millions):

     ASC’s segment profit for the first three months of 2011 was $0.4 million higher than the prior year, primarily due to the mix of freight volume as more iron ore was shipped in the current year.

     Gross income increased $2.8 million, primarily due to the mix of freight volume and higher fuel surcharges, which were offset by higher operating expenses.

     Ownership costs were comparable between the two periods.

     Maintenance costs were comparable between the two periods. Marine operating expenses increased $2.5 million, primarily due to increased fuel costs.

     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):

     SG&A for the first three months of 2011 was $2.9 million higher than the prior year, primarily due to higher compensation expenses. Unallocated interest expense (the difference between external interest expense and amounts allocated to the reporting segments in accordance with assigned leverage targets) was $0.9 million lower than the prior year, primarily due to the timing of debt issuances and investment spending in each year. Other income and expense for the first three months of 2011 and 2010 was immaterial.

     GATX’s effective tax rate was 23% for the three months ended March 31, 2011, compared to 29% for the three months ended March 31, 2010. The difference in GATX’s effective tax rate was largely driven by variability in the mix of pre-tax income, including share of affiliates’ earnings, among domestic and foreign jurisdictions, which are taxed at different rates.

     As of March 31, 2011, GATX’s gross liability for unrecognized tax benefits totaled $43.0 million, which, if fully recognized, would decrease income tax expense by $23.3 million ($21.2 million net of federal tax).

     GATX generates a significant amount of cash from its operating activities and proceeds from its investment portfolio, which is used to service debt, pay dividends, and fund portfolio investments and capital additions. 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 March 31, 2011, GATX had unrestricted cash balances of $53.9 million.

     The following table sets forth GATX’s principal sources and uses of cash for the three months ended March 31 (in millions):

     Net cash provided by operating activities for the first three months of 2011 was $36.8 million, an increase of $37.1 million from the prior year. The increase was primarily driven by higher lease income and refunds for income and value added taxes in the current year compared to payments in the prior year, partially offset by lower dividends from affiliates in the current year. The prior year also included a $13.1 million adjustment to cash from operations resulting from the correction of the overstatement of cash and cash equivalents at December 31, 2009.

     Portfolio investments and capital additions for the first three months of 2011 totaled $96.2 million, an increase of $26.0 million from the prior year. Rail and Specialty investments in 2011 were $53.9 million and $36.4 million, respectively, compared to $48.1 million and $19.6 million, respectively, in 2010.

     Portfolio proceeds for the first three months of 2011 of $43.5 million increased by $12.7 million from the prior year, primarily due to higher proceeds from sales of equipment and finance lease principal receipts. Proceeds from sales of other assets of $11.3 million for the first three months of 2011 increased by $4.3 million from the prior year and primarily consisted of cash received from the scrapping of railcars.

     GATX funds its investments and meets its debt, lease and dividend obligations through available cash balances, cash generated from operating activities, portfolio proceeds, sales of other assets, commercial paper issuances, 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.

     Proceeds from the issuance of debt for the first three months of 2011 were $58.4 million (net of hedges and debt issuance costs). Debt repayments of $26.8 million for the first three months of 2011 consisted of scheduled debt maturities.

     The following table provides certain information regarding GATX’s short-term borrowings for the quarter ended March 31, 2011:

     GATX has a $550 million unsecured revolving credit facility that matures in May 2012. As of March 31, 2011, availability under this facility was $406.7 million, with $133.7 million of commercial paper outstanding and $9.6 million of letters of credit issued, both of which are backed by the facility.

     The $550 million revolving credit facility contains various restrictive covenants, including requirements to maintain a fixed charge coverage ratio and an asset coverage test. The indentures for GATX’s public debt contain limitation on liens provisions that limit the amount of secured indebtedness that GATX may incur, subject to several exceptions, including those permitting an unlimited amount of purchase money indebtedness and nonrecourse indebtedness. 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 these subsidiaries to repay loans to certain related parties (including GATX) and to pay dividends to GATX. The covenants relating to loans and dividends effectively limit the ability of GRE to transfer funds to GATX. 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. As of March 31, 2011, GATX was in compliance with all covenants and conditions of its credit agreements.

     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 March 31, 2011, GATX’s long-term unsecured debt was rated BBB by S&P and Baa1 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.

     At March 31, 2011, GATX’s contractual commitments, including debt maturities, lease payments, and portfolio investments were (in millions):