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Gatx Corp. – ‘10-K/A’ for 12/31/20

On: Tuesday, 3/30/21, at 1:24pm ET · For: 12/31/20 · Accession #: 40211-21-31 · File #: 1-02328

Previous ‘10-K’: ‘10-K’ on 2/18/21 for 12/31/20 · Next: ‘10-K’ on 2/17/22 for 12/31/21 · Latest: ‘10-K’ on 2/16/24 for 12/31/23 · 28 References:

  As Of               Filer                 Filing    For·On·As Docs:Size

 3/30/21  Gatx Corp.                        10-K/A     12/31/20   18:9.6M

Amendment to Annual Report — Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K/A      Amendment to Annual Report                          HTML     70K 
 2: EX-23.1     Consent of Expert or Counsel                        HTML      6K 
 6: EX-99.1     Miscellaneous Exhibit                               HTML    113K 
 3: EX-31.1     Certification -- §302 - SOA'02                      HTML      9K 
 4: EX-31.2     Certification -- §302 - SOA'02                      HTML      9K 
 5: EX-32       Certification -- §906 - SOA'02                      HTML     11K 
13: R1          Document and Entity Information                     HTML     79K 
14: R2          Cover                                               HTML     10K 
16: XML         IDEA XML File -- Filing Summary                      XML     16K 
12: XML         XBRL Instance -- gmt-20201231_htm                    XML     42K 
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‘10-K/A’ — Amendment to Annual Report

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gmt-20201231

i 0000040211 i false i 2020 i FY00000402112020-01-012020-12-310000040211us-gaap:CommonStockMemberexch:XNYS2020-01-012020-12-310000040211us-gaap:CommonStockMemberexch:XCHI2020-01-012020-12-310000040211us-gaap:SeniorNotesMemberexch:XNYS2020-01-012020-12-31iso4217:USD00000402112020-12-31xbrli:shares00000402112021-01-31

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form i 10-K/A

(Amendment No. 1)


i ☑			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended i i December 31, 2020 /


i ☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number i 1-2328

i GATX Corporation

(Exact name of registrant as specified in its charter)


i New York			i 36-1124040
(State or Other Jurisdiction of incorporation or Organization)			(I.R.S. Employer Identification No.)

i 233 South Wacker Drive

i Chicago, i IL i 60606-7147

(Address of principal executive offices, including zip code)

i (312) i 621-6200

(Registrant's telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of Each Exchange on Which Registered
i i Common Stock /	i i GATX /	i New York Stock Exchange
		i Chicago Stock Exchange
i 5.625% Senior Notes due 2066	i GMTA	i New York Stock Exchange

Securities Registered Pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. i Yes þ No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o i No þ

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. i Yes þ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). i Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.


i Large accelerated filer	þ	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	i ☐
		Emerging growth company	i ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. i ☑

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No i þ

The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant was approximately $ i 2.1 billion as of June 30, 2020.

There were i 35.1 million common shares outstanding at January 31, 2021.

DOCUMENTS INCORPORATED BY REFERENCE


i GATX’s definitive Proxy Statement filed on March 12, 2021			PART III

Explanatory Note

On February 18, 2021, GATX Corporation (the "Company") filed with the Securities and Exchange Commission its Annual Report on Form 10-K for the year ended December 31, 2020.

This amendment No. 1 to Form 10-K ("Amendment No. 1") of the Company is being filed solely to amend Item 15(c) to include the separate financial statements of Alpha Partners Leasing Limited ("APLL") as required under Rule 3-09 of Regulation S-X. The financial statements of APLL for its fiscal year ended December 31, 2020 were not available at the time the Company filed its Annual Report on Form 10-K. The required financial statements are now provided as Exhibit 99.1 to this Amendment No. 1.

Item 15 is the only portion of the Company's Annual Report on Form 10-K being supplemented or amended by this Amendment No. 1. This Amendment No. 1 does not change any other information set forth in the original filing of the Company's Annual Report on Form 10-K for the year ended December 31, 2020. This Amendment No. 1 consists solely of the preceding cover page, this explanatory note, the information required by Item 15(c) of Form 10-K as provided in Exhibit 99.1, a signature page, the consent of the independent auditors for APLL, and certifications required to be filed as exhibits hereto.

Item 15. Exhibits, Financial Statement Schedules

(a) 1. Financial Statements


			Page *
Documents Filed as Part of this Report:
Report of Independent Registered Public Accounting Firm with respect to the consolidated financial statements			58
Consolidated Balance Sheets — December 31, 2020 and 2019			60
Consolidated Statements of Comprehensive Income — Years Ended December 31, 2020, 2019, and 2018			61
Consolidated Statements of Cash Flows — Years Ended December 31, 2020, 2019, and 2018			62
Consolidated Statements of Changes in Shareholders’ Equity — Years Ended December 31, 2020, 2019, and 2018			63
Notes to Consolidated Financial Statements			64
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting			110

_______

(*) Refers to the page numbers in the Company's Annual Report on Form 10-K filed on February 18, 2021.

2. Financial Statement Schedules:

Schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and, therefore, have been omitted.

3. Exhibits.

Under Rule 3-09 of Regulation S-X, we are required to file separate unaudited consolidated financial statements of Alpha Partners Leasing Limited ("APLL"), the foreign entities of the Rolls-Royce & Partners Finance joint ventures, for the year ended December 31, 2020. The results of APLL were significant to GATX in 2019 under Rule 3-09 of Regulation S-X. The financial statements included in Exhibit 99.1 for the years ended December 31, 2020, 2019 and 2018 are filed as part of Item 15 of the Company's Annual Report filed on February 18, 2021 and should be read in conjunction with the Company's consolidated financial statements.

EXHIBIT INDEX


Exhibit Number			Exhibit Description
Filed with this Report:
21**			Subsidiaries of the Registrant.
23**			Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
23.1			Consent of PricewaterhouseCoopers LLP, Independent Auditors.
24**			Powers of Attorney with respect to the Annual Report on Form 10-K for the fiscal year ended December 31, 2020.
31.1			Certification Pursuant to Exchange Act Rule 13a-14(a) and Rule 15d-14(a) (CEO Certification).
31.2			Certification Pursuant to Exchange Act Rule 13a-14(a) and Rule 15d-14(a) (CFO Certification).
32			Certification Pursuant to 18 U.S.C. Section 1350 (CEO and CFO Certification).
99.1			Financial Statements of Alpha Partners Leasing Limited.
101**			The following materials from GATX Corporation’s Annual Report on Form 10-K for the year ended December 31, 2020, are formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets at December 31, 2020 and December 31, 2019, (ii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2020, 2019, and 2018, (iii) Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019, and 2018, (iv) Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31, 2020, 2019, and 2018, and (v) Notes to the Consolidated Financial Statements.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

Incorporated by Reference:
3.1			Restated Certificate of Incorporation of GATX Corporation is incorporated herein by reference to Exhibit 3.2 to GATX’s Form 8-K dated October 31, 2013, file number 1-2328.


3.2	Amended and Restated By-Laws of GATX Corporation, as amended and restated on April 20, 2020, are incorporated herein by reference to Exhibit 3.1 of GATX’s Form 8-K dated April 21, 2020, file number 1-2328.
4.1	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.
4.2	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.
4.3	Description of the Registrant's Securities is incorporated herein by reference to Exhibit 4.3 to GATX's Annual Report on Form 10-K for the fiscal year ended December 31, 2019, file number 1-2328.
10.1	Five Year Credit Agreement dated as of May 23, 2019, among GATX Corporation, as Borrowers, Citibank, N.A. and BOFA Securities, Inc., as joint lead arrangers and joint book managers, Bank of America, N.A., as syndication agent, PNC Bank, N.A., U.S. Bank, National Association, Morgan Stanley MUFG Loan Partners, LLC and Keybank National Association, as co-documentation agents, Citibank, N.A., as administrative agent, and the lenders party thereto is incorporated herein by reference to Exhibit 10.1 to GATX’s Form 8-K dated May 23, 2019, file number 1-2328.
	i.	Amendment No. 1 to the Five Year Credit Agreement dated as of November 24, 2020, among GATX Corporation, as borrower, Citibank, N.A., as administrative agent, and the lenders party thereto is incorporated by reference to Exhibit 10.1 to GATX's Form 8-K dated November 30, 2020, file number 1-2328.
10.2	Delayed Draw Term Loan Agreement dated as of December 14, 2020 among GATX Corporation, as borrower, the Initial Lenders therein, as initial lenders, Bank of America, N.A., as administrative agent, and BOFA Securities, Inc., as sole lead arranger and sole book manager, is incorporated by reference to Exhibit 10.1 to GATX’s Form 8-K dated December 18, 2020, file number 1-2328.
10.3	Supply Agreement by and between GATX Corporation, as Buyer, and Trinity Rail Group, LLC, as Seller, dated November 3, 2014 is incorporated by reference to Exhibit 10.1 to GATX’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2020, file number 1-2328 (Note: Portions of this document have been omitted pursuant to Item 601(b)(2)(ii) of Regulation S-K).
	i.	First Amendment to Supply Agreement by and between GATX Corporation, as Buyer, and Trinity Rail Group, LLC, as Seller, dated May 24, 2018 is incorporated by reference to Exhibit 10.1 to GATX’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2018 (Note: Portions of this document have been omitted pursuant to a Request for Confidential Treatment filed with the Securities and Exchange Commission on July 27, 2018).
10.4	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 19, 2018, in connection with GATX’s 2018 Annual Meeting of Shareholders, file number 1-2328.*
10.5	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 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.*
	ii.	Second Amendment of GATX Corporation 2004 Equity Incentive Compensation Plan effective October 22, 2010, is incorporated by reference to Exhibit 10.7(ii) to GATX's Annual Report on Form 10-K for the fiscal year ended December 31, 2010, file number 1-2328.*
10.6	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.*
10.7	GATX Corporation 2012 Incentive Award Plan is incorporated herein by reference to Exhibit A to the Definitive Proxy Statement filed on March 16, 2012 in connection with GATX's 2012 Annual Meeting of Shareholders, file number 1-2328.*
	i.	Amendment and Restatement of said Plan, effective May 5, 2017, is incorporated herein by reference to Exhibit C to the Definitive Proxy Statement filed on March 24, 2017 in connection with GATX's 2017 Annual Meeting of Shareholders, file number 1-2328.*
10.8	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 to Exhibit 10.30 to GATX’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007, file number 1-2328.*
10.9	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.*
10.10	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 and Deborah A. Golden 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.*


10.11			Form of Agreement for Employment Following a Change of Control between GATX Corporation and James M. Conniff (dated as of February 1, 2015) and Thomas A. Ellman (dated as of January 1, 2014) 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, 2015, file number 1-2328.*
10.12			Form of Agreement for Employment following a Change of Control between GATX Corporation and Niyi Adedoyin (dated as of January 29, 2016), Jennifer McManus (dated as of October 30, 2020), Paul F. Titterton (dated as of January 1, 2014), Jennifer Van Aken (dated as of October 30, 2020), Jeffery R. Young (dated as of February 1, 2015), and Robert A. Zmudka (dated as of August 9, 2018) is incorporated by reference to Exhibit 10.2 to GATX’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015, file number 1-2328.*
10.13			Form of Agreement for Employment Following a Change of Control between GATX Corporation and N. Gokce Tezel (dated as of March 1, 2018) 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, 2015, file number 1-2328.*
10.14			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.
10.15			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 is incorporated by reference to Exhibit 10.24 of GATX's Annual Report on Form 10-K for the fiscal year ended December 31, 2012, file number 1-2328.*
10.16			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 is incorporated by reference to Exhibit 10.25 of GATX's Annual Report on Form 10-K for the fiscal year ended December 31, 2012, file number 1-2328.*
10.17			Form of Performance Share Agreement (with cash-election option) for grants under the GATX Corporation 2012 Incentive Award Plan to executive officers with Agreements for Employment Following a Change of Control is incorporated by reference to Exhibit 10.1 to GATX’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014, file number 1-2328.*
10.18			Form of Performance Share Agreement (with cash-election option) for grants under the GATX Corporation Amended and Restated 2012 Incentive Award Plan to executive officers following adoption of the Tax Cuts and Jobs Act of 2017 is incorporated by reference to Exhibit 10.1 to GATX's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018.*
10.19			Form of Option Agreement for awards under the GATX Corporation 2012 Incentive Award Plan to executive officers with Agreements for Employment Following a Change of Control, is incorporated by reference to Exhibit 10.1 to GATX's Annual Report on Form 10-K for the fiscal year ended December 31, 2016, file number 1-2328.*
10.20			Form of Restricted Stock Unit Agreement for grants under the Amended and Restated 2012 Incentive Award Plan to Robert C. Lyons and Thomas A. Ellman is incorporated by reference to Exhibit 10.1 to GATX’s Form 8-K dated August 10, 2018, file number 1-2328.*
10.21			Form of Confidential Information, Non-Competition, and Non-Solicitation Agreement between the Corporation and Robert C. Lyons and Thomas A. Ellman is incorporated by reference to Exhibit 10.2 to GATX’s Form 8-K dated August 10, 2018, file number 1-2328.*
10.22			Amended and Restated GATX Corporation Directors' Voluntary Deferred Fee Plan, effective as of December 2, 2016, is incorporated by reference to Exhibit 10.1 to GATX's Annual Report on Form 10-K for the fiscal year ended December 31, 2016, file number 1-2328.*
10.23			Amended and Restated GATX Corporation Director's Phantom Stock Plan, effective as of December 2, 2016, is incorporated by reference to Exhibit 10.2 to GATX's Annual Report on Form 10-K for the fiscal year ended December 31, 2016, file number 1-2328.*
10.24			Stock Purchase Agreement dated as of February 7, 2020, between GATX Corporation and Rand Logistics, Inc. is incorporated by reference to Exhibit 2.1 of GATX's Form 8-K dated February 10, 2020, file number 1-2328.
10.25			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.* (Paper copy).

_______

(*) Compensatory Plans or Arrangements.

(**) Included with the Company's Annual Report on Form 10-K filed on February 18, 2021.

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.

SIGNATURE

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.

GATX CORPORATION

Registrant

/s/ BRIAN A. KENNEY

Brian A. Kenney

Chairman, President and Chief Executive Officer

March 30, 2021

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K/A’ Filing	Date	Other Filings

Filed on:	3/30/21
	3/12/21	DEF 14A
	2/18/21	10-K, 4, SC 13D/A
	1/31/21
For Period end:	12/31/20	10-K, 11-K, 5
	6/30/20	10-Q
	12/31/19	10-K, 10-K/A, 11-K, 11-K/A, 5
	12/31/18	10-K, 11-K, 5
		List all Filings

2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/04/21  GATX Corp.                        424B5                  1:270K                                   Donnelley … Solutions/FA
 8/02/21  GATX Corp.                        424B3                  1:258K                                   Donnelley … Solutions/FA

26 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/18/21  GATX Corp.                        10-K       12/31/20  157:23M
12/18/20  GATX Corp.                        8-K:1,2,9  12/14/20   12:694K                                   Donnelley … Solutions/FA
11/30/20  GATX Corp.                        8-K:1,9    11/24/20   12:267K                                   Donnelley … Solutions/FA
10/30/20  GATX Corp.                        10-Q        9/30/20   70:25M
 2/19/20  GATX Corp.                        10-K       12/31/19  150:24M
 2/10/20  GATX Corp.                        8-K:1,7,9   2/07/20   14:26M
 5/23/19  GATX Corp.                        8-K:1,2,9   5/23/19    2:26M
 8/10/18  GATX Corp.                        8-K:5,7,9   8/09/18    4:123K                                   Donnelley … Solutions/FA
 7/27/18  GATX Corp.                        10-Q        6/30/18   54:10M
 5/01/18  GATX Corp.                        10-Q        3/31/18   54:9M
 3/19/18  GATX Corp.                        DEF 14A     4/30/18    1:3.4M                                   Donnelley … Solutions/FA
 3/24/17  GATX Corp.                        DEF 14A     5/05/17    1:4.2M                                   Donnelley … Solutions/FA
 2/22/17  GATX Corp.                        10-K       12/31/16  156:27M
 8/05/15  GATX Corp.                        8-K:5,9     8/05/15    2:5.7M
 4/28/15  GATX Corp.                        10-Q        3/31/15   61:20M
 4/29/14  GATX Corp.                        10-Q        3/31/14   60:11M
10/31/13  GATX Corp.                        8-K:5      10/31/13    3:111K
 2/26/13  GATX Corp.                        10-K       12/31/12  150:29M                                    Workiva Inc.
 3/16/12  GATX Corp.                        DEF 14A     4/27/12    1:2.4M                                   Donnelley … Solutions/FA
 2/23/11  GATX Corp.                        10-K       12/31/10   52:7.7M                                   Donnelley … Solutions/FA
 5/01/09  GATX Corp.                        10-Q        3/31/09    7:456K                                   Bowne Boc/FA
 2/25/09  GATX Corp.                        10-K       12/31/08   10:2.2M                                   Bowne Boc/FA
 2/24/09  GATX Corp.                        8-K:1,9     2/23/09    2:47K                                    Bowne Boc/FA
 2/29/08  GATX Corp.                        10-K       12/31/07   15:2.1M                                   Bowne Boc/FA
 3/18/04  GATX Corp.                        DEF 14A     4/23/04    1:177K                                   Bowne Boc/FA
 3/15/04  Gatx Financial Corp.              10-K       12/31/03    7:508K                                   Bowne Boc/FA

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