GATX CORP (Form: 10-K, Received: 02/22/2017 16:56:04)

US-DOCS\73613805.1 GATX CORPORATION DIRECTORS’ VOLUNTARY DEFERRED FEE PLAN AMENDED AND RESTATED AS OF JANUARY 1, 2017 Section 1. PURPOSE AND EFFECTIVE DATE. The purpose of the Directors’ Voluntary Deferred Fee Plan is to provide to non-employee directors of GATX Corporation (the “Company”) an opportunity to receive that portion of their cash annual retainer and meeting attendance fees on a deferred basis, and to provide investment alternatives with respect thereto. The Directors’ Deferred Fee Plan was amended and restated effective July 1, 1998 and January 1, 2005. The Directors’ Deferred Fee Plan is further amended, restated, and continued in the form set forth herein. The Plan (as so amended and restated) is effective with respect to amounts that were first accrued and vested under the Plan after December 31, 2004. Section 2. DEFINITIONS. Unless the context otherwise requires, the following words as used herein shall have the following meanings: (a) Affiliate. The term “Affiliate” means any person with whom the Company is considered to be a single employer under section 414(b) of the Internal Revenue Code (the “Code”) and any person with whom the Company would be considered a single employer under section 414(c) of the Code. (b) Board. The term “Board” means the Board of Directors of the Company. (c) Change in Control Event. The term “Change in Control Event” shall have the meaning ascribed to it under Treas. Reg. §1.409A-3(i)(5). (d) Deferral Election. The term “Deferral Election” means the deferral election form attached hereto as Exhibit A (subject to such modification as the Administrator may make from time to time) that is filed with the Administrator or his or her delegate or filed in accordance with such procedure as may be specified by the Administrator from time to time, whereby a Participant may elect to defer the Director’s Fees under the Plan. The Deferral Election shall indicate (i) the percentage of the Director’s Fees to be deferred, and (ii) whether the amount so deferred shall be credited to a Deferred Fee Account and bear interest as provided in Section 5 or invested in units of phantom stock to be held in a Phantom Stock Account as provided in Section 6, or the extent to which the Director’s Fees should be divided between the Deferred Fee Account and the Phantom Stock Account. (e) Deferred Fee. The term “Deferred Fee” means that part of the Director’s Fees elected to be deferred hereunder. (f) Director’s Fees. An individual’s “Director’s Fees” means the portion of the annual retainer and Board and committee meeting attendance fees paid to each director who is not an

2 US-DOCS\73613805.1 employee of the Company or the Affiliates, that, in the absence of deferral under this Plan, would be paid in cash. Director’s Fees for any calendar year shall mean the Participant’s fees payable by the Company with respect to services performed during that calendar year. (g) Distribution Election. The term “Distribution Election” means the form filed with the Administrator in accordance with such procedure as may be specified by the Administrator from time to time, whereby a Participant may elect the time at which amounts are to be paid under the Plan, subject to the provisions of Section 7. (h) Participant. The term “Participant” means an eligible member of the Board who elects to participate in the Plan. (i) Performance Period. The term “Performance Period” means the period of service for which the right to the compensation arises. (j) Quarter. The term “Quarter” means each of the three calendar month periods ending on the last day of January, April, July and October, respectively. (k) Quarterly Deferral Amount. The term “Quarterly Deferral Amount” means the amount of the Deferred Fee that would otherwise be payable to a participating director each Quarter during the term hereof. (l) Related Plans. The term “Related Plans” means this Plan and any other account balance plan providing for the deferral of compensation at the election of the director that is required to be aggregated with this Plan pursuant to Treas. Reg. §1.409A-1(c)(2)(A). (m) Specified Employee. The term “Specified Employee” shall be defined in accordance with Treas. Reg. §1.409A-1(i) and such rules as may be established by the Chief Executive Officer of the Company or his or her delegate from time to time. (n) Termination Date. An individual’s “Termination Date” is the date on which the individual ceases to serve on the boards of directors of the Company and the Affiliates and incurs a “separation from service” from the Company within the meaning of Section 409A, subject to the following: (i) A director will be deemed to have ceased to serve on the board of directors of the Company and the Affiliates at the time the director and the Company reasonably anticipate that a level of bona fide services the individual would perform for the Company and the Affiliates as a director after such date would permanently decrease to no more than 20% of the average level of bona fide services performed over the immediately preceding 36 month period (or the full period of service to the Company and the Affiliates if the individual has performed services as a director for the Company and the Affiliates for less than 36 months). (ii) The relationship as a director will be treated as continuing intact while the individual is on a bona fide leave of absence (determined in accordance with Treas. Reg. §1.409A-1(h)).

3 US-DOCS\73613805.1 (o) Unforeseeable Emergency. The term “Unforeseeable Emergency” shall mean a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, the Participant’s beneficiary, or the Participant’s dependent; loss of the Participant’s property due to casualty; or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant; provided, however, that the determination of Unforeseeable Emergency shall be made by the Administrator in a manner that is consistent with the meaning of Unforeseeable Emergency set forth in Treas. Reg. 1.409A-3(i)(3). Section 3. ELIGIBILITY. Each member of the Board who is not an employee of the Company or the Affiliates shall be eligible to participate in the Plan as of the first day he/she begins service on the Board, by electing to defer the Board member’s Directors Fees in accordance with the following provisions of the Plan. Section 4. ELECTION TO DEFER COMPENSATION. (a) In General. Subject to the following provisions of this Section 4, any election by an eligible individual to defer Director’s Fees for services performed during any calendar year may be deferred under the Plan only if the Deferral Election is filed no later than the last day of the preceding calendar year. (b) Initial Participation. For the first calendar year in which an individual becomes eligible to participate in any of the Related Plans, the individual may make an initial Deferral Election to participate in this Plan, provided that such election must be made by filing a Deferral Election to defer the Director’s Fees within 30 days after the date the individual initially becomes eligible to participate in any of the Related Plans, and may only apply with respect to the Director’s Fees paid for services to be performed after the election is filed. If an election is filed after the beginning of a Performance Period, the election may apply to no more than an amount equal to the total amount of the Director’s Fees for that Performance Period multiplied by the ratio of the number of days remaining in the Performance Period after the election over the total number of days in the Performance Period. (c) Date of Filing. For purposes of this Section 4, a Deferral Election will be deemed to be filed on the later of the date it is filed with the Administrator or the date on which it becomes irrevocable. In the case of a Deferral Election described in paragraph (b) above that is with respect to the date an individual initially becomes eligible to participate in any of the Related Plans, and in the absence of provisions in the Deferral Election to the contrary, (i) if the Deferral Election is filed on or before such initial eligibility date, it will be considered to become irrevocable on the date such individual initially becomes eligible to participate in any of the Related Plans, and (ii) if the Deferral Election is filed after such initial eligibility date, it will be considered to become irrevocable on the 30th day after such initial eligibility date. An election shall be considered to be irrevocable for any year as of the date it can no longer be changed with respect to Director’s Fees for that year.

4 US-DOCS\73613805.1 (d) Determination of Eligibility. For purposes of paragraph (b) above, an individual is deemed to be eligible to participate in any of the Related Plans at any time during which, under the respective plan’s terms and without further amendment or action by the plan sponsor, the individual is eligible to accrue an amount of deferred compensation (as that term is used in Treas. Reg. §1.409A-2(a)(7)) under the plan other than earnings on amounts previously deferred, even if the individual has elected not to accrue (or has not elected to accrue) an amount of deferred compensation under that plan. (e) Withdrawal From Plan for Future Director’s Fees. A Participant’s Deferral Election for any calendar year shall remain in effect for each subsequent calendar year unless it is modified or revoked prior to the first day of the calendar year as to which the modification or revocation applies. Such modification or revocation may be effected by submitting a completed notice of modification and withdrawal on the election form attached hereto as Exhibit A. Elections with respect to any calendar year shall be irrevocable during that calendar year. Section 5. DEFERRED FEE ACCOUNT. A Deferred Fee Account shall be maintained for each Participant electing to receive interest on his or her Deferred Fees. Cash and interest thereon shall be credited to a Participant’s Deferred Fee Account as set forth in the following paragraph. Until the Valuation Date preceding payment of the Deferred Fees to a Participant in accordance with Section 7, all amounts credited to a Participant’s Deferred Fee Account shall accrue interest at a rate equal to the twenty-year U.S. Government bond rate in effect on the 15th day of January, April, July and October of each year. Interest shall be compounded monthly, and shall be accrued as of the last day of each calendar month (a “Valuation Date” with respect to the Deferred Fee Account). As promptly as practicable following the close of each Quarter, a statement will be sent to each Participant reflecting the balance in his or her Deferred Fee Account as of the end of such Quarter. Section 6. PHANTOM STOCK ACCOUNT. A Participant may elect to invest all or a portion of his or her Deferred Fees in units of phantom stock. In such case, the Participant’s Phantom Stock Account will be credited each Quarter in which his or her election remains in effect with the number of units of phantom stock equal to the result obtained by dividing the portion of the Quarterly Deferral Amount to be invested in phantom stock by the average of the high and low price of the Company’s common stock on the New York Stock Exchange on the last trading day of each Quarter. Until distribution as provided herein, the Participant’s Phantom Stock Account will be credited with additional units of phantom stock representing dividends declared on the Company’s common stock based on the average of the high and low price of such stock on the New York Stock Exchange on the date such dividend is paid. The last day of each Quarter shall be a “Valuation Date” with respect to the Phantom Stock Account. The Phantom Stock Account will be merely a bookkeeping entry on the Company’s books so that no trust or escrow arrangement will be used and the Participant will remain a general, unsecured

5 US-DOCS\73613805.1 creditor with respect to his or her account. As promptly as practicable following the end of each Quarter, a statement will be sent to each Participant reflecting the balance in his or her Phantom Stock Account as of the end of such month. Section 7. PAYMENT OF DEFERRED FEES. (a) Distributions Pursuant to Participant’s Elections. (i) By filing a Distribution Election, a Participant may elect to receive distribution of benefits under the Plan in (A) a lump sum in a specified calendar year, or in annual installments, not to exceed ten, commencing in a specified calendar year, provided that such year of payment or commencement, respectively, may not be later than the second calendar year following the calendar year in which the Participant’s Termination Date occurs, or (B) in a lump sum that is made, or in annual installments, not to exceed ten, that commence in the calendar year in which the Participant’s Termination Date occurs, or in the first or second calendar year following the calendar year in which the Participant’s Termination Date occurs. Subject to Section 7(e)(iv) and to the following sentence, distribution to be made in any year in accordance with this Section 7 shall be made on February 15 of that calendar year; provided that if the distribution is to be made in the calendar year in which the Participant’s Termination Date occurs, distribution shall be made on the Participant’s Termination Date. A Participant’s Distribution Election may also specify that distribution of Plan benefits will be accelerated to the date of a Change in Control Event. (ii) A director may elect a different time of payment for benefits attributable to fees for each different calendar year of service, provided that the Distribution Election applicable to fees attributable to services for any calendar year must be filed no later than the date for filing the Deferral Election for such fees. (iii) In the absence of filing a timely Distribution Election for fees deferred under the Plan for any calendar year, distribution of amounts attributable to that year shall be paid in a lump sum on the Participant’s Termination Date. (b) Distributions Upon Death of Participant. If a Participant’s Termination Date occurs on or after January 1, 2005 by reason of death, or if a Participant dies prior to having received all annual installments otherwise scheduled to be paid to him under this Section 7, the Participant’s executor or administrator will receive a lump sum payment equal to the Account balances determined as of the Valuation Date next prior to the date of actual distribution. Subject to Section (e)(iv) below, such payment shall be made within 30 days after the date of death. (c) Distributions Upon Occurrence of Unforeseeable Emergency. A Participant may request the Administrator to allow withdrawal from the Participant’s Accounts in the event of an Unforeseeable Emergency. Distributions because of an Unforeseeable Emergency shall be limited to the amount reasonably necessary to satisfy the emergency need (which may include amounts necessary to pay any federal, state, local,

6 US-DOCS\73613805.1 or foreign income taxes or penalties reasonably anticipated to result from the distribution). However, in making the determination of amounts reasonably necessary to satisfy the emergency need, the Administrator is not required to take into account any additional compensation that due to the Unforeseeable Emergency is available under another nonqualified deferred compensation plan but has not actually been paid, or that is available due to the Unforeseeable Emergency under another plan that would provide for deferred compensation except due to the application of the effective date provisions under Treas. Reg. §1.409A-6. (d) Distributions to Specified Employees. If a Participant is a Specified Employee at the Participant’s Termination Date, and distribution is made to the Participant by reason of the occurrence of such Termination Date, distributions of benefits under the Plan may not be made before the date that is six months after the Participant’s Termination Date or, if earlier, the date of death of the Participant. At the end of the six-month period described in the preceding sentence, amounts that could not be paid by reason of the limitation in this Section (d) shall be paid on the first day of the seventh month following the Termination Date. (e) General Distribution Rules. Distributions of amounts under the Plan are subject to the following: (i) Amount of Lump Sum Distributions. If a Participant’s Account balances are to be distributed in a lump sum in accordance with this Section 7, the distribution shall be comprised of: (A) a cash payment equal to the amount credited to the Participant’s Deferred Fee Account as of the Valuation Date coincident with or immediately preceding the date on which the distribution is in fact made; plus (B) shares of the Company’s common stock equal in amount to the number of units of phantom stock credited to the Participant’s Phantom Stock Account of as of the Valuation Date coincident with or immediately preceding the date on which the distribution is in fact made. If, after the Valuation Date used to determine the amount of cash and number of shares to be distributed, additional amounts of cash or phantom units are credited to the Participant’s Accounts, such amounts (including shares of stock with respect to the Phantom Stock Account) shall be distributed as soon as practicable after being credited. (ii) Amount of Annual Installment Distributions. If a Participant’s Account balances are to be distributed in annual installments in accordance with this Section 7, each annual installment distribution shall be comprised of: (A) a cash payment equal to the amount credited to the Participant’s Deferred Fee Account of as of the Valuation Date coincident with or immediately preceding the date on which the distribution is in fact made, multiplied by a fraction, the numerator of which shall be one and the denominator of which shall be the total number of annual installments elected minus the number of annual installments, if any, previously paid; plus (B) shares of the Company’s common stock equal in amount to the number of units of phantom stock credited to the Participant’s Phantom Stock Account of as of the Valuation Date coincident with or immediately preceding the date on which the distribution is in fact made, multiplied by a fraction, the numerator of which

7 US-DOCS\73613805.1 shall be one and the denominator of which shall be the total number of annual installments elected minus the number of annual installments, if any, previously distributed, provided that any fractional units of phantom stock shall be paid in cash. If, after the Valuation Date used to determine the amount of cash and number of shares to be distributed as the final installment, additional amounts of cash or phantom units are credited to the Participant’s Accounts under the Plan, such amounts (including shares of stock with respect to the Phantom Stock Account) shall be distributed as soon as practicable after being credited. If Participant’s Account balances are to be distributed in annual installments in accordance with this Section 7 but such Account balances are less than the applicable annual elective deferral limits set by the Internal Revenue Service, the distribution shall instead be made in a single lump sum cash payment. (iii) Deferrals During Year of Termination. For the avoidance of doubt, it is recited that Director’s Fees that are deferred with respect to any calendar year shall be allocated to the Participant’s Accounts in accordance with the provisions of the Plan and shall be distributed in accordance with the terms of the Plan, regardless of whether the Participant’s Termination Date occurs during that year. (iv) Permitted Date of Distribution. For purposes of Code section 409A, a distribution will be considered to be made under the Plan as of the date specified in the Plan if it is made no later than the end of the calendar year in which such date occurs or, if later, by the 15th day of the third calendar month following that specified date, provided that the Participant is not permitted, directly or indirectly, to designate the taxable year of the payment. The foregoing provisions of this paragraph (iv) are intended to conform the payments under this Plan to the requirements of Code section 409A, and shall not be construed to permit delay by the Company of payment of amounts due earlier in accordance with this Agreement. (v) Fractional Shares. Cash shall be paid in lieu of any fractional share of Company stock that would otherwise be distributed with respect to the Phantom Stock Account. (vi) Application of Section 7. Distributions from a Participant’s Deferred Fee Account and/or Phantom Stock Account may only be made pursuant to the provisions of this Section 7. Section 8. PARTICIPANT’S RIGHTS UNSECURED. No fund is to be created to meet payment obligations under this Plan, and the right of a Participant to receive any unpaid portion of any amounts credited to the Participant’s Deferred Fee Account and/or Phantom Stock Account shall be an unsecured claim against the general assets of the Company. Section 9. NON-ASSIGNABILITY. The right of a Participant to receive any unpaid portion of any amounts credited to his or her Deferred Fee Account and/or Phantom Stock Account shall not be assigned, transferred, pledged or encumbered or be subject in any manner to alienation or anticipation, except that a Participant may designate, on forms provided by the Company, a beneficiary to receive benefits under the

8 US-DOCS\73613805.1 Plan in the event of such Participant’s death. If there is no beneficiary designation in effect for a Participant, or if there is no surviving designated beneficiary, then the benefits specified hereunder shall be distributed in accordance with the applicable laws of descent and distribution. Section 10. ADMINISTRATION. The “Administrator” of this Plan shall be the Senior Vice President, Human Resources of the Company, who shall have authority to adopt rules and regulations for carrying out the Plan and to interpret and implement the provisions hereof. Section 11. AMENDMENT AND TERMINATION This Plan may at any time be amended, modified or terminated by the Board. No amendment, modification or termination shall, without the consent of a Participant, adversely affect such Participant’s rights with respect to amounts credited to the Participant’s Deferred Fee Account and/or Phantom Stock Account. No such amendment, modification, or termination shall be adopted or effective if it would result in accelerated recognition of income or imposition of additional tax under Code section 409A or, except as otherwise provided in the amendment, would cause amounts that were not otherwise subject to Code section 409A to become subject to section 409A.

US-DOCS\73613336.4 GATX CORPORATION DIRECTORS’ PHANTOM STOCK PLAN (As Amended and Restated effective as of January 1, 2017) Section 1. PURPOSE AND EFFECTIVE DATE. The purpose of the Directors’ Phantom Stock Plan (the “Plan”) is to provide fees to nonemployee directors of GATX Corporation (the “Company”) in the form of common stock of the Company that is delivered on a deferred basis. To conform the Plan to the requirements of section 409A of the Internal Revenue Code (the “Code”), the terms of the Directors’ Phantom Stock Plan are as set forth below, effective with respect to amounts that were first accrued and vested under the Plan after December 31, 2004. The Directors’ Phantom Stock Plan is further amended and restated effective as of January 1, 2017 to add the ability to elect installment distributions. Section 2. DEFINITIONS. Unless the context otherwise requires, the following words as used herein shall have the following meanings: (a) Affiliate. The term “Affiliate” means any person with whom the Company is considered to be a single employer under section 414(b) of the Code and any person with whom the Company would be considered a single employer under section 414(c) of the Code. (b) Board. The term “Board” means the Board of Directors of the Company. (c) Change in Control Event. The term “Change in Control Event” shall have the meaning ascribed to it under Treas. Reg. §1.409A-3(i)(5). (d) Distribution Election. The term “Distribution Election” means the form filed with the Administrator in accordance with such procedure as may be specified by the Administrator from time to time, whereby a Participant may elect the form in which amounts are to be paid under the Plan, subject to the provisions of Section 5. (e) Participant. The term “Participant” means an eligible member of the Board who participates in the Plan. (f) Quarter. The term “Quarter” means each of the three calendar month periods ending on the last day of January, April, July and October, respectively. (g) Quarterly Phantom Stock Amount. The term “Quarterly Phantom Stock Amount” for any Quarter means the portion of a director’s compensation required to be paid in phantom stock for that quarter. (h) Specified Employee. The term “Specified Employee” shall be defined in accordance with Treas. Reg. §1.409A-1(i) and such rules as may be established by the Chief Executive Officer of the Company or his or her delegate from time to time.

2 US-DOCS\73613336.4 (i) Termination Date. An individual’s “Termination Date” is the date on which the individual ceases to serve on the boards of directors of the Company and its Affiliates and incurs a “separation from service” from the Company within the meaning of Section 409A, subject to the following: (i) A director will be deemed to have ceased to serve on the board of directors of the Company and the Affiliates at the time the director and the Company reasonably anticipate that a level of bona fide services the individual would perform for the Company and the Affiliates after such date would permanently decrease to no more than 20% of the average level of bona fide services performed over the immediately preceding 36 month period (or the full period of service to the Company and the Affiliates if the individual has performed services for the Company and the Affiliates for less than 36 months). (ii) The relationship as a director will be treated as continuing intact while the individual is on a bona fide leave of absence (determined in accordance with Treas. Reg. §1.409A-1(h)). (j) Unforeseeable Emergency. The term “Unforeseeable Emergency” shall mean a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, the Participant’s beneficiary, or the Participant’s dependent; loss of the Participant’s property due to casualty; or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant; provided, however, that the determination of Unforeseeable Emergency shall be made by the Administrator in a manner that is consistent with the meaning of Unforeseeable Emergency set forth in Treas. Reg. §1.409A-3(i)(3). Section 3. ELIGIBILITY. Each member of the Board who is not an employee of the Company or the Affiliates shall participate in the Plan as of the first day he/she begins service on the Board. Section 4. PHANTOM STOCK ACCOUNT. The Company will maintain a Phantom Stock Account for each Participant. The Phantom Stock Account will be credited each Quarter with the number of units of phantom stock equal to the result obtained by dividing the portion of the Quarterly Phantom Stock Amount by the average of the high and low price of the Company’s common stock on the New York Stock Exchange on the last trading day of each Quarter. Until distribution as provided herein, the Participant’s Phantom Stock Account will be credited with additional units of phantom stock representing dividends declared on the Company’s common stock based on the average of the high and low price of such stock on the New York Stock Exchange on the date such dividend is paid. The last day of each Quarter shall be a “Valuation Date” with respect to the Phantom Stock Account. The Phantom Stock Account will be merely a bookkeeping entry on the Company’s books so that no trust or escrow arrangement will be used and the Participant will remain a general, unsecured creditor with respect to his or her account. As promptly as practicable following the end of each Quarter, a statement will be sent to each Participant reflecting the balance in his or her Phantom Stock Account as of the end of such Quarter.

3 US-DOCS\73613336.4 Section 5. DISTRIBUTIONS. (a) Distributions Pursuant to Participant’s Elections. Subject to the following provisions of this Section 5, including without limitation paragraph 5(e)(iii), a Participant’s benefits will be distributed in a lump sum within 30 days after the Quarter in which the Participant’s Termination Date occurs. (i) Notwithstanding the foregoing, by filing a Distribution Election, a Participant may elect to receive distribution of benefits under the Plan in annual installments, not to exceed ten, that commence within 30 days after the Quarter in which Participant’s Termination Date occurs, subject to Section 5(a)(ii) below. A Participant’s Distribution Election may also specify that distribution of Plan benefits will be accelerated to the date of a Change in Control Event, subject to the requirements of Section 5(a)(ii). Subject to Section 5(e)(iv), distribution to be made in any year in accordance with this Section 5 shall be made on February 15 of that calendar year. (ii) With respect to the balance of a Participant’s Phantom Stock Account on January 31, 2017 (the “Prior Accounts”) any Distribution Election (A) will not be effective until twelve months after the date the Distribution Election is filed with the Administrator, (B) may not commence distribution of the Prior Accounts prior to 30 days after the end of the Quarter in which the fifth anniversary of the Participant’s Termination Date occurs and (C) will in all events be made and administered in compliance with the requirements of Treasury Regulation §1.409A-2(b). (iii) A Participant may make one Distribution Election for Prior Accounts and one Distribution Election for Quarterly Phantom Stock Amounts credited after January 1, 2017. For the first calendar year in which an individual becomes eligible to participate in any of the Plan, the individual may make a Distribution Election, provided that such election must be made within 30 days after the date the individual initially becomes eligible to participate in the Plan, and may only apply with respect to Quarterly Phantom Stock Amounts paid for services to be performed after the election is filed. If an election is filed after the beginning of a Quarter, the election may apply to no more than an amount equal to the total amount of the Phantom Stock Account for that Quarter multiplied by the ratio of the number of days remaining in the Quarter after the election over the total number of days in the Quarter and the full amount of Quarterly Phantom Stock Amounts earned for all subsequent Quarters. A Distribution Election will be deemed to be filed on the later of the date it is filed with the Administrator or the date on which it becomes irrevocable. If a Distribution Election is filed on or before the date a director first becomes eligible for participation in the Plan, it will be considered to become irrevocable on the date such individual initially becomes a Participant, and if the Distribution Election is filed after such initial eligibility date, it will be considered to become irrevocable on the 30th day after such initial eligibility date. (b) Distributions Upon Death of Participant. If a Participant dies prior to having received all annual installments otherwise scheduled to be distributed to him under this Section 5, the Participant’s executor or administrator will

4 US-DOCS\73613336.4 receive the balance of the Participant’s Phantom Stock Account in a lump sum within 30 days after the Quarter in which the Participant’s death occurs. (c) Distributions to Specified Employees. If a Participant is a Specified Employee at the Participant’s Termination Date, and distribution is made to the Participant by reason of the occurrence of such Termination Date, distributions of benefits under the Plan may not be made before the date that is six months after the Participant’s Termination Date or, if earlier, the date of death of the Participant. At the end of the six-month period described in the preceding sentence, amounts that could not be paid by reason of the limitation in this Section (c) shall be paid on the first day of the seventh month following the Termination Date. (d) Distributions Upon Occurrence of Unforeseeable Emergency. A Participant may request the Administrator to allow withdrawal from the Participant’s Accounts in the event of an Unforeseeable Emergency. Distributions because of an Unforeseeable Emergency shall be limited to the amount reasonably necessary to satisfy the emergency need (which may include amounts necessary to pay any federal, state, local, or foreign income taxes or penalties reasonably anticipated to result from the distribution). However, in making the determination of amounts reasonably necessary to satisfy the emergency need, the Administrator is not required to take into account any additional compensation that due to the Unforeseeable Emergency is available under another nonqualified deferred compensation plan but has not actually been paid, or that is available due to the Unforeseeable Emergency under another plan that would provide for deferred compensation except due to the application of the effective date provisions under Treas. Reg. §1.409A-6. (e) General Distribution Rules. Distributions of amounts under the Plan are subject to the following: (i) Amount of Lump Sum Distributions. Distribution of a Participant’s benefits under the Plan shall be in the form of shares of the Company’s common stock issued pursuant to the Company’s 2012 Incentive Award Plan or any shareholder-approved successor plan thereto equal in amount to the number of units of phantom stock credited to the Participant’s Phantom Stock Account as of the Valuation Date coincident with or immediately preceding the date on which the distribution is in fact made. If, after the Valuation Date used to determine the number of shares to be distributed, additional phantom units are credited to the Participant’s Phantom Stock Account, shares of stock with respect to the additional phantom units shall be distributed as soon as practicable after being credited. (ii) Amount of Annual Installment Distributions. If a Participant’s Phantom Stock Account is to be distributed in annual installments in accordance with this Section 5, each annual installment distribution shall be comprised of the number of shares of the Company’s common stock issued pursuant to the Company’s 2012 Incentive Award Plan or any shareholder-approved successor plan thereto equal in amount to the number of units

5 US-DOCS\73613336.4 of phantom stock credited to the Participant’s Phantom Stock Account as of the Valuation Date coincident with or immediately preceding the date on which the distribution is in fact made, multiplied by a fraction, the numerator of which shall be one and the denominator of which shall be the total number of annual installments elected minus the number of annual installments, if any, previously paid. If, after the Valuation Date used to determine the number of shares to be distributed as the final installment, additional phantom units are credited to the Participant’s Phantom Stock Account, shares of stock with respect to the additional phantom units shall be distributed as soon as practicable after being credited. If Participant’s Phantom Stock Account is to be distributed in annual installments in accordance with this Section 5 but such Phantom Stock Account balance has a value based on the average of the high and low price of the Company’s common stock on the New York Stock Exchange on the last trading day prior to any distribution that is less than the applicable annual elective deferral limits set by the Internal Revenue Service, the distribution shall instead be made in a single distribution of Company common stock. (iii) Deferrals During Year of Termination. For the avoidance of doubt, it is recited that phantom units with respect to any calendar year shall be allocated to the Participant’s Accounts in accordance with the provisions of the Plan and shall be distributed in accordance with the terms of the Plan, regardless of whether the Participant’s Termination Date occurs during that year. (iv) Permitted Date of Distribution. For purposes of Code section 409A, a distribution will be considered to be made under the Plan as of the date specified in the Plan if it is made no later than the end of the calendar year in which such date occurs or, if later, by the 15th day of the third calendar month following that specified date, provided that the Participant is not permitted, directly or indirectly, to designate the taxable year of the payment. The foregoing provisions of this paragraph (iii) are intended to conform the payments under the Plan to the requirements of Code section 409A, and shall not be construed to permit delay by the Company of payment of amounts due earlier in accordance with the Plan. (v) Fractional Shares. Cash shall be paid in lieu of any fractional share of Company stock that would otherwise be distributed with respect to the Phantom Stock Account. (vi) Application of Section 5. Distributions from a Participant’s Phantom Stock Account may only be made pursuant to the provisions of this Section 5. Section 6. PARTICIPANT’S RIGHTS UNSECURED No fund is to be created to meet payment obligations under this Plan, and the right of a Participant to receive any unpaid portion of any amounts credited to the Participant’s Phantom Stock Account shall be an unsecured claim against the general assets of the Company. Section 7. NON-ASSIGNABILITY. The right of a Participant to receive any unpaid portion of any amounts credited to his or her Phantom Stock Account shall not be assigned, transferred, pledged or encumbered or be subject in any manner to alienation or anticipation, except that a Participant may designate, on forms

6 US-DOCS\73613336.4 provided by the Company, a beneficiary to receive benefits under the Plan in the event of such Participant’s death. If there is no beneficiary designation in effect for a Participant, or if there is no surviving designated beneficiary, then the benefits specified hereunder shall be distributed in accordance with the applicable laws of descent and distribution. Section 8. ADMINISTRATION. The “Administrator” of this Plan shall be the Senior Vice President, Human Resources of the Company, who shall have authority to adopt rules and regulations for carrying out the Plan and to interpret and implement the provisions hereof. Section 9. AMENDMENT AND TERMINATION This Plan may at any time be amended, modified or terminated by the Board. No amendment, modification or termination shall, without the consent of a Participant, adversely affect such Participant’s rights with respect to amounts credited to the Participant’s Phantom Stock Account. No amendment, modification, or termination shall be adopted or effective if it would result in accelerated recognition of income or imposition of additional tax under Code section 409A or, except as otherwise provided in the amendment, would cause amounts that were not otherwise subject to Code section 409A to become subject to section 409A.



þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2016
	or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



New York	36-1124040
(State of incorporation)	(I.R.S. Employer Identification No.)



Title of each class or series		Name of each exchange on which registered
Common Stock		New York Stock Exchange Chicago Stock Exchange



Item No.		Page No.
Part I
	Forward-Looking Statements	2
Item 1.	Business	3
Item 1A.	Risk Factors	14
Item 1B.	Unresolved Staff Comments	21
Item 2.	Properties	22
Item 3.	Legal Proceedings	23
Item 4.	Mine Safety Disclosure s	23
Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	24
Item 6.	Selected Financial Data	27
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
	Discussion of Operating Results	28
	Balance Sheet Discussion	45
	Cash Flow Discussion	47
	Liquidity and Capital Resources	50
	Critical Accounting Policies and Estimates	53
	New Accounting Pronouncements	56
	Non-GAAP Financial Measures	56
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	60
Item 8.	Financial Statements and Supplementary Data	61
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	111
Item 9A.	Controls and Procedures	111
Item 9B.	Other Information	113
Part III
Item 10.	Directors, Executive Officers and Corporate Governance	113
Item 11.	Executive Compensation	113
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	113
Item 13.	Certain Relationships and Related Transactions, and Director Independence	113
Item 14.	Principal Accountant Fees and Services	113
Part IV
Item 15.	Exhibits, Financial Statement Schedules	114
	Signatures	115
	Schedules	116
	Exhibits	120



	Tank Railcars	Freight Railcars (1)	Total Fleet	Affiliate Railcars	Managed Railcars	Total Railcars	Locomotives
Rail North America	60,916	61,312	122,228	2,219	418	124,865	660
Rail International	22,502	1,567	24,069	—	7	24,076	—
	83,418	62,879	146,297	2,219	425	148,941	660



GATX’s definitive Proxy Statement to be filed on or about March 24, 2017	PART III



• exposure to damages, fines, criminal and civil penalties, and reputational harm arising from a negative outcome in litigation, including claims arising from an accident involving our railcars • inability to maintain our assets on lease at satisfactory rates due to oversupply of railcars in the market or other changes in supply and demand • weak economic conditions and other factors that may decrease demand for our assets and services • decreased demand for portions of our railcar fleet due to adverse changes in the price of, or demand for, commodities that are shipped in our railcars • higher costs associated with increased railcar assignments following non-renewal of leases, customer defaults, and compliance maintenance programs or other maintenance initiatives • events having an adverse impact on assets, customers, or regions where we have a concentrated investment exposure • financial and operational risks associated with long-term railcar purchase commitments • reduced opportunities to generate asset remarketing income • operational and financial risks related to our affiliate investments, including the Rolls-Royce & Partners Finance joint ventures (collectively the “RRPF affiliates”) • fluctuations in foreign exchange rates		• failure to successfully negotiate collective bargaining agreements with the unions representing a substantial portion of our employees • improvements in railroad efficiency that could decrease demand for railcars • the impact of regulatory requirements applicable to tank cars carrying crude, ethanol, and other flammable liquids • asset impairment charges we may be required to recognize • deterioration of conditions in the capital markets, reductions in our credit ratings, or increases in our financing costs • competitive factors in our primary markets, including competitors with a significantly lower cost of capital than GATX • risks related to international operations and expansion into new geographic markets • changes in, or failure to comply with, laws, rules, and regulations • inability to obtain cost-effective insurance • environmental remediation costs • inadequate allowances to cover credit losses in our portfolio • inability to maintain and secure our information technology infrastructure from cybersecurity threats and related disruption of our business



	General-Service Tank Cars	High-Pressure Tank Cars	Specialty and Acid Tank Cars	Specialty Covered Hoppers	Gravity Covered Hoppers	Open-Top Cars	Boxcars
Principal Industries Served	Petroleum	Petroleum	Chemical	Plastics	Agriculture	Energy	Food
	Agriculture	Chemical	Petroleum	Food	Energy	Steel	Consumer Goods
	Construction			Industrial	Industrial	Construction	Forest Products
	Food				Construction	Forest Products	Packaging
	Chemical						Construction

Principal Commodities	Refined Petroleum Products	Natural Gas Liquids	Sulfuric Acid	Plastics	Fertilizer	Coal	Packaged Food and Beverages
	Fertilizer	Propylene	Molten Sulfur	Flour	Sand	Finished and Scrap Steel	Paper and Packaging
	Crude Oil	Vinyl Chloride Monomer	Hydrochloric Acid	Sugar	Grain	Aggregates	Lumber and Building Products
	Ethanol		Caustic Soda	Starch	Cement	Coke	Freight - All Kinds
	Vegetable Oil		Phosphoric Acid	Carbon Black	Soda Ash	Woodchips


•	Six major maintenance facilities that can complete all types of maintenance services.


•	Four maintenance facilities that primarily focus on routine cleaning, repair, and regulatory compliance services.


•	Six customer-dedicated sites operating solely within specific customer facilities that offer services tailored to the needs of our customers’ fleets.


•	Seventeen locations with mobile units that travel to many track-side field locations to provide spot repairs and interior cleaning services, thus avoiding the need to send a railcar to a major maintenance facility.



Great Lakes Vessels	Length (feet)	Capacity (gross tons)
M/V American Spirit	1004'	62,400
M/V Burns Harbor	1000'	80,900
M/V Indiana Harbor	1000'	80,900
M/V Walter J. McCarthy, Jr	1000'	80,900
M/V American Century	1000'	78,850
M/V American Integrity	1000'	78,850
M/V St. Clair	770'	44,800
M/V American Mariner	730'	37,300
M/V H. Lee White	704'	35,400
M/V John J. Boland	680'	34,000
M/V Adam E. Cornelius	680'	29,200
M/V Buffalo	634'-10"	24,300
M/V Sam Laud	634'-10"	24,300
M/V American Courage	634'-10"	23,800
Str. American Victory	730'	26,300
Str. American Valor	767'	25,500
Ken Boothe and Lakes Contender (articulated tug-barge) (1)	740'	34,000



	Owned Assets		Affiliate Investments		Managed Assets
2016	$	218.2	$	375.3	$	51.8
2015	301.4		335.1		114.5
2014	474.6		338.7		64.1



Name	Offices Held	Position Held Since	Age
Brian A. Kenney	Chairman, President and Chief Executive Officer	2005	57
Robert C. Lyons	Executive Vice President and Chief Financial Officer	2012	53
James F. Earl	Executive Vice President and President, Rail International	2012	60
Thomas A. Ellman	Executive Vice President and President, Rail North America	2013	48
Deborah A. Golden	Executive Vice President, General Counsel and Corporate Secretary	2012	62
Niyi A. Adedoyin	Senior Vice President and Chief Information Officer	2016	49
Michael T. Brooks	Senior Vice President and Chief Operations Officer, Rail North America	2016	47
James M. Conniff	Senior Vice President, Human Resources	2014	59
William M. Muckian	Senior Vice President, Controller and Chief Accounting Officer	2007	57
Paul F. Titterton	Senior Vice President and Chief Commercial Officer, Rail North America	2015	41
Eric D. Harkness	Vice President, Treasurer and Chief Risk Officer	2012	44
Jeffery R. Young	Vice President and Chief Tax Officer	2015	54


•	Asset or portfolio sale decisions by management


•	Failure to develop and maintain data management practices that comply with laws related to cybersecurity, privacy, data localization, and data protection


•	Ineffective or delayed implementation of appropriate controls, policies, and processes across our diverse operations and employee base


•	Legislation or regulatory action directed toward improving the security of railcars and marine vessels against acts of terrorism, which could affect the construction or operation of railcars and marine vessels


•	Mr. Kenney has served as Chairman, President and Chief Executive Officer since 2005. Previously, Mr. Kenney served as President from 2004 to 2005, Senior Vice President, Finance and Chief Financial Officer from 2002 to 2004, Vice President, Finance and Chief


•	Mr. Adedoyin was elected Senior Vice President and Chief Information Officer in January 2016. Previously, Mr. Adedoyin served as Vice President and Chief Information Officer from 2013 to 2016 and Senior Director, IT Strategy and Project Management Office from 2008 to 2013.


•	Mr. Conniff has served as Senior Vice President, Human Resources since December 2014. Previously, Mr. Conniff served as Vice President, Human Resources since 2014 and Senior Director, Benefits and Employee Services since 2008. Mr. Conniff joined GATX in 1981 and has held a variety of positions in finance and human resources.


•	Mr. Muckian has served as Senior Vice President, Controller and Chief Accounting Officer since 2007. Previously, Mr. Muckian served as Vice President, Controller and Chief Accounting Officer from 2002 to 2007, Controller and Chief Accounting Officer from 2000 to 2002, and Director of Taxes of GATX from 1994 to 2000.


•	Mr. Harkness has served as Vice President, Treasurer and Chief Risk Officer since October 2012. Previously, Mr. Harkness served as Vice President, Chief Risk Officer from September 2010 to October 2012 and Senior Investment Risk Officer from 2007 to September 2010. Prior to joining GATX, Mr. Harkness served in a variety of positions of increasing responsibility in the financial services industry.


•	Mr. Young has served as Vice President and Chief Tax Officer since January 2015. Previously, Mr. Young served as Vice President of Tax from 2007 to January 2015 and as Director of Tax from 2003 to 2007. Prior to joining GATX, Mr. Young spent twenty years in a variety of tax related positions in public accounting and the financial services industry.


•	A weak economic environment or challenging market conditions


•	New laws, rules or regulations affecting our assets, or changes to existing laws, rules or regulations


•	Nationalization or confiscation of assets by foreign governments, and imposition of additional or new tariffs, quotas, trade barriers, and similar restrictions on our operations outside the United States.



	GATX Headquarters

	Chicago, Illinois

Rail North America

Business Offices	Major Maintenance Facilities	Mobile Units
Chicago, Illinois	Colton, California	Camp Minden, Louisiana
Houston, Texas	Hearne, Texas	Copperhill, Tennessee
Calgary, Alberta	Waycross, Georgia	Crown Point, Indiana
Mexico City, Mexico	Montreal, Quebec	Donaldsonville, Louisiana
	Moose Jaw, Saskatchewan	Galena Park, Texas
	Red Deer, Alberta	Lake Charles, Louisiana
		Lakeland, Florida
	Maintenance Facilities	Macon, Georgia
	Kansas City, Kansas	Mobile, Alabama
	Plantersville, Texas	Olympia, Washington
	Terre Haute, Indiana	Sioux City, Iowa
	Sarnia, Ontario	Clarkson, Ontario
		Edmonton, Alberta
	Customer Site Locations	Montreal, Quebec
	Aurora, North Carolina	Quebec City, Quebec
	Catoosa, Oklahoma	Red Deer, Alberta
	Donaldsonville, Louisiana	Sarnia, Ontario
	Freeport, Texas
	Geismar, Louisiana
	Yazoo City, Mississippi

Rail International

Business Offices	Major Maintenance Facilities	Customer Site Locations
Düsseldorf, Germany	Hannover, Germany	Płock, Poland
Hamburg, Germany	Ostróda, Poland
Leipzig, Germany
Moscow, Russia
Gurgaon, India
Paris, France
Vienna, Austria
Warsaw, Poland

	American Steamship Company

	Duluth, Minnesota
	Toledo, Ohio
	Williamsville, New York

	Portfolio Management

	Chicago, Illinois



Issuer Purchases of Equity Securities
	(a)	(b)		(c)	(d)
Total	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)
November 1, 2016 - November 30, 2016	450,757	$	49.41	450,757	$	182.7
December 1, 2016 - December 31, 2016	48,007	$	56.85	48,007	$	180.0
Total	498,764	$	50.12	498,764



	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights		Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights			Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in Column (a))
Plan Category	(a)		(b)			(c)
Equity Compensation Plans Approved by Shareholders	2,273,247	(1)	$	46.73	(2)	1,088,201
Equity Compensation Plans Not Approved by Shareholders	—					—
Total	2,273,247					1,088,201


(1)	Consists of 1,188,635 stock appreciation rights, 459,600 non-qualified stock options, 232,459 performance shares, 203,130 restricted stock units and 189,423 phantom stock units.


(2)	The weighted-average exercise price does not include performance shares, restricted stock or phantom stock units.



	12/31/11		12/31/12		12/31/13		12/31/14		12/31/15		12/31/16
GATX	$	100.00	$	102.05	$	126.09	$	142.07	$	108.33	$	162.15
S&P 500	100.00		115.98		153.51		174.47		176.88		197.98
S&P MidCap 400	100.00		117.80		157.20		172.48		168.73		203.67
Russell 3000	100.00		116.41		155.46		174.94		175.79		198.11


•	At Rail North America, asset impairments, lower asset disposition gains, higher depreciation expense, and higher switching, freight and storage expenses were partially offset by higher lease revenue and fee income, resulting in a net decrease in segment profit in 2016.


•	At Rail International, segment profit in 2016 declined primarily due to higher maintenance expense and lower remarketing gains, partially offset by higher lease revenue and lower net litigation costs.


•	At ASC, segment profit was lower in 2016, largely due to lower volume and a reduction in higher-margin, long-haul shipments of various commodities, as well as expenses attributable to asbestos-related litigation reserves and lease termination costs.


•	We anticipate Rail International's segment profit in 2017 to grow slightly compared to 2016 on a local currency basis. Higher lease revenue, resulting from modest fleet growth and continued strong utilization, as well as lower maintenance expenses, will drive this increase.


•	We expect ASC’s segment profit in 2017 to be higher than 2016. We anticipate higher revenue, due to similar tonnage carried at more favorable freight rates. In addition, operating expenses are expected to decrease, as we plan to have one fewer vessel in service during 2017 compared to 2016.