Obligation GAX 3.5% ( US361448AK93 ) en USD

GAX

100 % ⇌

Etas-Unis

US361448AK93 ( en USD )

3.5% par an ( paiement semestriel )

15/07/2016 - Obligation échue

Prospectus brochure de l'obligation GATX US361448AK93 en USD 3.5%, échue

1 000 USD

350 000 000 USD

361448AK9

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

GATX est une société de location d'équipement ferroviaire, maritime et aérien basée aux États-Unis.

L'Obligation émise par GAX ( Etas-Unis ) , en USD, avec le code ISIN US361448AK93, paye un coupon de 3.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/07/2016

L'Obligation émise par GAX ( Etas-Unis ) , en USD, avec le code ISIN US361448AK93, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par GAX ( Etas-Unis ) , en USD, avec le code ISIN US361448AK93, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed pursuant to Rule 424(B)(5)
Registration No. 333-168879

CALCULATION OF REGISTRATION FEE

Title of Each Class of

Amount to be
Proposed Maximum Proposed Maximum

Amount of
Securities to be Registered

Registered
Offering Price Per Unit Aggregate Offering Price
Registration Fee(1)
3.500% Senior Notes due 2016

$250,000,000

99.912%

$249,780,000

$17,809.31

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended. The total registration fee due for this offering
is $17,809.31.

Prospectus Supplement
November 16, 2010
(To Prospectus dated August 17, 2010)

$250,000,000

GATX Corporation

3.500% Senior Notes due 2016

The notes will bear interest at the rate of 3.500% per year. Interest on the notes is payable on January 15 and July 15 of each year,
beginning on July 15, 2011. The notes will mature on July 15, 2016. We may redeem some or all of the notes at our option at any time
prior to maturity at a redemption price described under the caption "Description of Notes--Optional Redemption" in this prospectus
supplement. If we experience a change of control repurchase event, we may be required to offer to purchase the notes from holders at a
purchase price described under the caption "Description of Notes--Repurchase Upon Change of Control Repurchase Event" in this
prospectus supplement.

The notes will be senior obligations of our company and will rank equally with all of our other unsecured senior indebtedness
from time to time outstanding.

We do not intend to make application to list the notes on any national securities exchange or to include them in any automated
quotation system.

See "Risk Factors" beginning on page S-1 of this prospectus supplement for a discussion of certain risk factors that
prospective investors should consider before investing in the notes.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of
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these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

Per Note
Total

Public offering price(1)
99.912 %
$ 249,780,000
Underwriting discount
0.600 %
$ 1,500,000
Proceeds to GATX Corporation (before expenses)(1)
99.312 %
$ 248,280,000

(1)
Plus accrued interest, if any, from November 19, 2010.

The underwriters expect to deliver the notes to purchasers through the book-entry facilities of The Depository Trust Company
against payment in New York, New York on or about November 19, 2010.

Joint Book-Running Managers

Citi
BofA Merrill Lynch

Co-Managers

KeyBanc Capital Markets
Loop Capital Markets

Mizuho Securities USA Inc.
PNC Capital Markets LLC

The Williams Capital Group, L.P.
US Bancorp
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You should rely only on the information contained in this prospectus supplement, the accompanying prospectus and the
documents we have incorporated by reference. We have not authorized anyone to provide you with different information. We are
not making an offer of the notes in any state where the offer or sale is not permitted. You should not assume that the information
contained in this prospectus supplement, the accompanying prospectus or the information we have previously filed with the
Securities and Exchange Commission that we incorporate by reference is accurate as of any date other than their respective dates.
If information in this prospectus supplement updates information in the accompanying prospectus, the information in the
prospectus supplement will apply and will supersede that information in the prospectus.

TABLE OF CONTENTS

Page

Prospectus Supplement
Risk Factors
S-1
Use of Proceeds
S-3
Ratio of Earnings to Fixed Charges
S-3
Forward-Looking Statements
S-4
Description of Notes
S-5
Underwriting
S-9
Legal Opinions

S-11
Experts

S-11

Prospectus

About This Prospectus
1

Disclosure Regarding Forward-Looking Statements
1

GATX Corporation
1

Ratio of Earnings to Fixed Charges
2

Use of Proceeds
2

Description of Debt Securities
2

Concerning the Trustee

11

Plan of Distribution

11

Legal Opinions

12

Experts

12

Where You Can Find More Information

12

Documents Incorporated By Reference

12

In this prospectus supplement, unless the context requires otherwise, "GATX Corporation," "we," "us," "our" and "the Company"
refer to GATX Corporation and its consolidated subsidiaries.
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Table of Contents

RISK FACTORS

You should consider carefully the following risks, together with the other information included or incorporated by reference in this
prospectus, before making a decision to participate in an offering for the sale of the notes. We cannot assure you that any of the events
discussed in the risk factors below will not occur. If they do, our business, financial condition or results of operations could be materially
and adversely affected. In such case, the trading price of our securities, including the notes, could decline, and you might lose all or part of
your investment.

Risks Relating to our Business

See the risk factors set forth in GATX's Annual Report on Form 10-K for the year ended December 31, 2009 (the "Annual Report"),
beginning on page 9, for a discussion of certain material risks relating to our businesses.

Risks Relating to the Notes

The notes are effectively subordinated to our secured indebtedness and the existing and future liabilities of our subsidiaries.

The notes are our senior unsecured obligations and will rank equal in right of payment to our other senior unsecured debt from time to
time outstanding. The notes are not secured by any of our assets. Any claims of secured lenders with respect to assets securing their loans
will be prior to any claim of the holders of the notes with respect to those assets.

Our subsidiaries are separate and distinct legal entities from us. Our subsidiaries have no obligation to pay any amounts due on the
notes or to provide us with funds to meet our payment obligations on the notes, whether in the form of dividends, distributions, loans or
other payments. In addition, any payment of dividends, loans or advances by our subsidiaries could be subject to statutory or contractual
restrictions. Payments to us by our subsidiaries will also be contingent upon the subsidiaries' earnings and other business considerations.
Our right to receive any assets of any of our subsidiaries upon their bankruptcy, liquidation or reorganization, and therefore the right of the
holders of the notes to participate in those assets, will be effectively subordinated to the claims of that subsidiary's creditors, including
trade creditors. In addition, even if we are a creditor of any of our subsidiaries, our right as a creditor would be subordinate to any security
interest in the assets of our subsidiaries and any indebtedness of our subsidiaries senior to that held by us.

The indenture does not restrict the amount of additional debt that we may incur.

The notes and indenture under which the notes will be issued do not place any limitation on the amount of unsecured debt that may be
incurred by us. Our incurrence of additional debt may have important consequences for you as a holder of the notes, including making it
more difficult for us to satisfy our obligations with respect to the notes, a loss in the trading value of your notes, if any, and a risk that the
credit rating of the notes is lowered or withdrawn.

If an active trading market does not develop for the notes, you may be unable to sell your notes or to sell your notes at a price that you
deem sufficient.

The notes are a new issue of securities for which there currently is no established trading market. We do not intend to list the notes on
a national securities exchange. While the underwriters of the notes have advised us that they intend to make a market in the notes, the
underwriters will not be obligated to do so and may stop their market-making at any time. We cannot assure you:
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· that a market for the notes will develop or continue;

· as to the liquidity of any market that does develop; or

· as to your ability to sell any notes you may own or the price at which you may be able to sell your notes.

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Table of Contents

We may not be able to repurchase the notes upon a change of control.

Upon the occurrence of specific kinds of change of control events, unless we have exercised our right to redeem the notes, each
holder of notes will have the right to require us to repurchase all or any part of such holder's notes at a price equal to 101% of their
principal amount, plus accrued and unpaid interest, if any, to the date of purchase. If we experience a Change of Control Repurchase Event
(as defined in "Description of Notes--Repurchase Upon Change of Control Repurchase Event"), there can be no assurance that we would
have sufficient financial resources available to satisfy our obligations to repurchase the notes. Our failure to purchase the notes as required
under the indenture governing the notes would result in a default under the indenture, which could have material adverse consequences for
us and the holders of the notes. See "Description of Notes--Repurchase Upon Change of Control Repurchase Event."

S-2
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Table of Contents

USE OF PROCEEDS

The net proceeds to us from the sale of the notes offered by this prospectus supplement are expected to be $247,930,000. We intend
to use these net proceeds for several purposes, including: (i) to repay commercial paper maturing within 25 days and bearing an effective
interest rate of approximately 0.45% as of November 15, 2010, a portion of the proceeds of which was used to purchase additional freight
railcars for our fleet and (ii) for general corporate purposes, including working capital and capital expenditures.

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth our ratio of earnings to fixed charges for each of the periods indicated.

Nine Months Ended

September 30,

Year Ended December 31,

2010

2009 2009 2008 2007 2006 2005

Ratio of earnings to fixed charges(a)
1.45 x
1.43 x 1.49 x 2.01 x 1.95 x 1.74 x 1.58x

(a) The ratio of earnings to fixed charges represents the number of times "fixed charges" are covered by "earnings." "Fixed charges" consist of interest on outstanding debt
and amortization of debt discount and expense, adjusted for capitalized interest and the interest portion of operating lease expense. "Earnings" consist of consolidated
income from continuing operations before income taxes and fixed charges, less the share of affiliates' earnings, net of distributions received.

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Table of Contents

FORWARD-LOOKING STATEMENTS

This prospectus supplement, the accompanying prospectus and the documents we incorporate by reference may contain statements
that may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") 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 this prospectus supplement and in our Annual Report on Form 10-K for the year ended
December 31, 2009 and other filings with the Securities and Exchange Commission, 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 us and
our customers;

· lease rates, utilization levels and operating costs in our primary operating segments;

· conditions in the capital markets;

· changes in our 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 our primary markets including lease pricing and asset availability;

· changes in loss provision levels within our portfolio;

· impaired asset charges that may result from changing market conditions or portfolio management decisions that we implement;

· 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. We have based these forward-looking statements
on information currently available and disclaim any intention or obligation to update or revise these forward-looking statements to reflect
subsequent events or circumstances.

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