OVERVIEW



We lease, operate, manage, and remarket long-lived, widely-used assets,
primarily in the rail market. We report our financial results through four
primary business segments: Rail North America, Rail International, Portfolio
Management, and American Steamship Company ("ASC"). On February 7, 2020, we
entered into an agreement to sell ASC. The sale is subject to customary closing
conditions. See "Note 25. Subsequent Events" in Part II, Item 8 in our Annual
Report on Form 10-K for the year ended December 31, 2019 and "Note 16.
Subsequent Events" in Item 1 of this Form 10-Q for additional information.

The following discussion and analysis should be read in conjunction with the
Management's Discussion and Analysis in our Annual Report on Form 10-K for the
year ended December 31, 2019. We based the discussion and analysis that follows
on financial data we derived from the financial statements prepared in
accordance with U.S. Generally Accepted Accounting Standards ("GAAP") and on
certain other financial data that we prepared using non-GAAP components. For a
reconciliation of these non-GAAP components to the most comparable GAAP
components, see "Non-GAAP Financial Measures" at the end of this item.

Operating results for the three months ended March 31, 2020 are not necessarily
indicative of the results we may achieve for the entire year ending December 31,
2020. In particular, ASC's fleet is inactive for a significant portion of the
first quarter of each year due to winter conditions on the Great Lakes. In
addition, asset remarketing income does not occur evenly throughout the year.
For more information, refer to the consolidated financial statements and
footnotes in our Annual Report on Form 10-K for the year ended December 31,
2019.

Coronavirus Disease 2019 ("COVID-19")



COVID-19 had limited impact on our first quarter results. However, we expect
COVID-19 will negatively impact our operating results in future periods, the
magnitude and duration of which cannot be determined at this time. To limit the
spread of COVID-19, governments have taken various actions including the
issuance of stay-at-home orders and social distancing guidelines. These actions
have caused many businesses to reduce or suspend operations, negatively
impacting economic conditions and many of the markets we serve. Our first
priority has been ensuring the health and safety of our global workforce and
serving our various stakeholders with minimal disruptions.

Across our operating segments, we have robust business continuity and crisis
management plans which have been implemented. We have a strong liquidity
position, balance sheet, and access to capital which we expect will enable GATX
to effectively manage through the COVID-19 pandemic. The COVID-19 pandemic
continues to evolve rapidly, including the scope and duration of disruptions and
the shape and timing of the eventual recovery. We cannot, at this time,
reasonably estimate the impact this will have on our future results and have
thus suspended our previously announced full-year 2020 earnings guidance.

Rail North America & Rail International



Industry railcar loadings have declined as the impact of COVID-19 has disrupted
global manufacturing, supply chains, and consumer spending. We expect the
reduction in economic activity to continue to impact our customers, which we
expect, in turn, to impact the demand for our global railcar fleet.

Rail freight transportation and railcar repair have been deemed essential
businesses globally. Our rail operations teams have initiated COVID-19
preparation and response programs to ensure the health and safety of our
employees while continuing to provide critical railcar maintenance services.
While our railcar repair facilities continue to operate, some have periodically
reduced operating levels or closed on a temporary basis, and future disruptions
may occur as the impact of COVID-19 continues to develop.

Rolls-Royce & Partners Finance Joint Ventures ("RRPF affiliates")



Global air travel has been significantly impacted by COVID-19. In response to
the drastic decline in demand, airlines have reduced system-wide capacity and
grounded large portions or all of their fleets. Many airlines are currently
focused on managing their near-term liquidity positions, restructuring
operations, and obtaining government financial support. We expect the major
reduction in global air

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travel and the disruption across the aviation industry will have a negative impact on our aircraft spare engine leasing business and future operating results, the magnitude and duration of which cannot be determined at this time.

ASC



COVID-19 has impacted the markets that ASC serves on the Great Lakes. The
closing of steel blast furnaces, automobile manufacturing, postponement of
limestone facility openings, and continued decline in coal have all impacted
ASC's customer demand. We expect these developments will have a negative impact
on our future operating results, the magnitude and duration of which cannot be
determined at this time.

DISCUSSION OF OPERATING RESULTS

The following table shows a summary of our reporting segments and consolidated financial results (in millions, except per share data):


                                                                Three Months Ended
                                                                     March 31
                                                                2020            2019
Segment Revenues
Rail North America                                         $     235.7      $    248.3
Rail International                                                60.1            54.2
Portfolio Management                                               3.6             2.8
ASC                                                                9.5            11.7
                                                           $     308.9      $    317.0
Segment Profit
Rail North America                                         $      72.0      $     68.4
Rail International                                                13.9            14.8
Portfolio Management                                              19.5            12.3
ASC                                                                0.9             2.5
                                                                 106.3            98.0
Less:
Selling, general and administrative expense                       42.4      

46.1


Unallocated interest (income) expense                             (1.3 )          (1.7 )
Other, including eliminations                                      1.7      

0.2


Income taxes (includes $4.3 and $3.5 related to                   17.2            11.9
affiliates' earnings)
  Net Income (GAAP)                                        $      46.3      $     41.5

Diluted earnings per share (GAAP)                          $      1.31      $     1.12

Investment Volume                                          $     194.7      $    147.3



The following table shows our return on equity ("ROE") for the trailing 12
months ended March 31:
                                                               2020     2019
ROE (GAAP)                                                    11.9 %    9.7 %

ROE, excluding tax adjustments and other items (non-GAAP) (1) 13.8 % 11.0 %

_________

(1) See "Non-GAAP Financial Measures" at the end of this item for further

details.





Net income for the first three months of 2020 was $46.3 million, or $1.31 per
diluted share, compared to $41.5 million, or $1.12 per diluted share, in 2019.
Net income increased $4.8 million compared to the prior year, largely due to
higher asset disposition gains at Rail North America and higher affiliate
income, partially offset by higher maintenance expenses and lower revenue.


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Segment Operations



Segment profit is an internal performance measure used by the Chief Executive
Officer to assess the profitability of each segment. Segment profit includes all
revenues, expenses, pre-tax earnings from affiliates, and net gains on asset
dispositions that are directly attributable to each segment. We allocate
interest expense to the segments based on what we believe to be the appropriate
risk-adjusted borrowing costs for each segment. Segment profit excludes selling,
general and administrative expenses, income taxes, and certain other amounts not
allocated to the segments. These amounts are included in Other.


                               RAIL NORTH AMERICA

Segment Summary

During the quarter ended March 31, 2020, decreased railcar loadings and
increased railroad velocity persisted in the North American railcar leasing
market. Despite this environment, Rail North America was able to maintain strong
utilization throughout the quarter. Rail North America began to see impacts of
COVID-19 in late March as industry railcar loadings across commodities began to
decline in response to the dramatic reduction in overall economic activity.
While the impact of COVID-19 on Rail North America's first quarter results was
limited, we expect COVID-19 to have a negative impact on our railcar
utilization, lease rates, maintenance expense, and other key performance
metrics. We also anticipate the secondary market for selling railcars to be more
limited in the near term. Additionally, certain of our customers have requested
deferral of lease payments, lease rate reductions, and delays in the timing of
new railcar deliveries. All of these factors will put pressure on our future
operating results, the magnitude and duration of which cannot be determined at
this time.

At March 31, 2020, Rail North America's wholly owned fleet, excluding boxcars,
consisted of approximately 102,500 cars, and fleet utilization was 99.0% at
March 31, 2020, compared to 99.3% at the end of the prior quarter, and 99.4% at
March 31, 2019. Fleet utilization for our approximately 15,000 boxcars was 94.6%
at March 31, 2020, compared to 95.0% at the end of the prior quarter, and 95.2%
at March 31, 2019. Utilization is calculated as the number of railcars on lease
as a percentage of total railcars in the fleet.

During the first quarter of 2020, an average of approximately 101,700 railcars,
excluding boxcars, were on lease, compared to 102,300 in the prior quarter and
104,600 for the quarter ended March 31, 2019. Changes in railcars on lease
compared to prior periods are impacted by the number of new railcars purchased
under our supply agreements and the disposition of railcars that were sold or
scrapped. During the first quarter of 2020, the renewal rate change of the Lease
Price Index (the "LPI", see definition below) was negative 11.6%, compared to
negative 9.1% in the prior quarter, and positive 5.2% in the first quarter of
2019. Lease terms on renewals for cars in the LPI averaged 31 months in the
current quarter, compared to 37 months in the prior quarter, and 39 months in
the first quarter of 2019. Additionally, the renewal success rate, which
represents the percentage of expiring leases that were renewed with the existing
lessee, was 74.6% in the current quarter, compared to 84.0% in the prior
quarter, and 83.6% in the first quarter of 2019. The renewal success rate is an
important metric because railcars returned by our customers may incur transition
costs, including additional repairs and related service prior to being leased to
new customers, which may increase maintenance and associated expenses.

As of March 31, 2020, leases for approximately 13,500 tank cars and freight cars
and approximately 2,900 boxcars are scheduled to expire over the remainder of
2020. These amounts exclude railcars on leases expiring in 2020 that have
already been renewed or assigned to a new lessee.


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The following table shows Rail North America's segment results (in millions):
                                  Three Months Ended
                                       March 31
                                   2020         2019
Revenues
Lease revenue                  $   212.1      $ 220.9
Other revenue                       23.6         27.4
  Total Revenues                   235.7        248.3

Expenses
Maintenance expense                 72.9         68.8
Depreciation expense                63.6         64.3
Operating lease expense             13.3         13.7
Other operating expense              6.6          6.4
  Total Expenses                   156.4        153.2

Other Income (Expense)
Net gain on asset dispositions      26.8          8.2
Interest expense, net              (33.3 )      (34.2 )
Other expense                       (0.8 )       (0.7 )
Segment Profit                 $    72.0      $  68.4

Investment Volume              $   110.9      $  99.0



The following table shows the components of Rail North America's lease revenue
(in millions):
                Three Months Ended
                     March 31
                  2020           2019
Railcars    $    187.8         $ 193.7
Boxcars           16.4            18.0
Locomotives        7.9             9.2
Total       $    212.1         $ 220.9



Lease Price Index

Our LPI is an internally-generated business indicator that measures lease rate
pricing on renewals for our North American railcar fleet, excluding boxcars. We
calculate the index using the weighted-average lease rate for a group of railcar
types that we believe best represents our overall North American fleet,
excluding boxcars. The average renewal lease rate change is reported as the
percentage change between the average renewal lease rate and the average
expiring lease rate, weighted by fleet composition. The average renewal lease
term is reported in months and reflects the average renewal lease term of
railcar types in the LPI, weighted by fleet composition.


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                        [[Image Removed: chartlpi.jpg]]

Rail North America Fleet Data

The following table shows fleet activity for Rail North America railcars, excluding boxcars, for the quarter ended:


                          March 31       June 30     September 30    December 31     March 31
                            2019          2019           2019            2019          2020
Beginning balance          105,472       104,830         103,554        103,255       102,845
Cars added                     617           661             902            965           883
Cars scrapped                 (662 )        (377 )          (513 )         (620 )        (389 )
Cars sold                     (597 )      (1,560 )          (688 )         (755 )        (781 )
Ending balance             104,830       103,554         103,255        102,845       102,558
Utilization rate at
quarter end                   99.4 %        99.5 %          99.2 %         99.3 %        99.0 %
Average active railcars    104,613       104,089         102,653        102,309       101,668




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                      [[Image Removed: chart-railna.jpg]]

The following table shows fleet statistics for Rail North America boxcars for the quarter ended:


               March 31    June 30    September 30    December 31    March 

31


                 2019        2019         2019            2019         2020

Ending balance 16,006 15,921 15,803 15,264 15,026 Utilization 95.2 % 94.1 % 93.5 % 95.0 % 94.6 %

Comparison of the First Three Months of 2020 to the First Three Months of 2019

Segment Profit



In the first quarter of 2020, segment profit of $72.0 million increased 5.3%
compared to $68.4 million for the same period in the prior year. The increase
was a result of higher net gains on asset dispositions in the current year,
offset by lower lease revenue and higher maintenance expense. The timing of
asset remarketing income varies throughout the year.

Revenues



In the first quarter of 2020, lease revenue decreased $8.8 million, or 4.0%,
primarily due to lower revenue across railcar categories. Other revenue
decreased $3.8 million due to lower lease termination fees, partially offset by
higher repair revenue.

Expenses

In the first quarter of 2020, maintenance expense increased $4.1 million,
primarily due to more tank qualifications performed and higher
assignment-related costs. Depreciation expense decreased $0.7 million, driven by
the timing of new railcar investments and dispositions. Operating lease expense
decreased $0.4 million, resulting from the purchase of railcars previously on
operating leases. Other operating expense increased $0.2 million due to higher
switching, freight, and storage costs.


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Other Income (Expense)



In the first quarter of 2020, net gain on asset dispositions increased $18.6
million, attributable to more railcars and locomotives sold and lower net
scrapping losses in the current year. Net interest expense decreased $0.9
million, driven by the absence of fees associated with a securitized line of
credit terminated in the prior year.

Investment Volume

During the first three months of 2020, investment volume was $110.9 million compared to $99.0 million in the same period in 2019. We acquired 738 newly built railcars and purchased 7 railcars in the secondary market in the first three months of 2020, compared to 412 newly built railcars and 266 railcars purchased in the secondary market in the same period in 2019.



Our investment volume is predominantly composed of acquired railcars, but also
includes certain capitalized repairs and improvements to owned railcars and our
maintenance facilities. As a result, the dollar value of investment volume does
not necessarily correspond to the number of railcars acquired in any given
period. In addition, the comparability of amounts invested and the number of
railcars acquired in each period is impacted by the mix of railcars purchased,
which may include tank cars and freight cars, as well as newly manufactured
railcars or those purchased in the secondary market.


                               RAIL INTERNATIONAL

Segment Summary

Rail International, composed primarily of GATX Rail Europe ("GRE"), continued to
produce strong operating results in the first three months of 2020. The lease
rate environment in Europe was strong during the first quarter and demand for
railcars was stable. The impact of COVID-19 on GRE's first quarter results was
not significant, but the rapid weakening of the Polish Zloty at the end of the
quarter did have a negative impact on GRE's first quarter reported results. GRE
began to see impacts of COVID-19 late in the first quarter as demand across the
industries we serve began to decline. Further, certain of our customers have
requested deferral of lease payments, lease rate reductions, and delays in the
timing of new railcar deliveries. GRE expects these factors to negatively impact
our railcar utilization and lease rates, which will impact our future operating
results, the magnitude and duration of which cannot be determined at this time.

Railcar utilization for GRE was 98.5% at March 31, 2020, compared to 99.3% at
the end of the prior quarter and 98.9% at March 31, 2019. Utilization is
calculated as the number of railcars on lease as a percentage of total railcars
in the fleet. In addition, Rail India benefited from more cars on lease as it
continues to expand its fleet.


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The following table shows Rail International's segment results (in millions):
                                  Three Months Ended
                                       March 31
                                   2020          2019
Revenues
Lease revenue                  $    58.3       $ 52.2
Other revenue                        1.8          2.0
  Total Revenues                    60.1         54.2

Expenses
Maintenance expense                 12.9         12.1
Depreciation expense                15.5         14.0
Other operating expense              1.8          1.5
  Total Expenses                    30.2         27.6

Other Income (Expense)
Net gain on asset dispositions       0.1          0.4
Interest expense, net              (10.6 )       (9.9 )
Other expense                       (5.5 )       (2.3 )
Segment Profit                 $    13.9       $ 14.8

Investment Volume              $    69.3       $ 33.1



The following table shows fleet activity for GRE railcars for the quarter ended:
                          March 31       June 30     September 30    December 31     March 31
                            2019          2019           2019            2019          2020
Beginning balance           23,412        23,531          23,967         24,211        24,561
Cars added                     185           491             325            416           871
Cars scrapped or sold          (66 )         (55 )           (81 )          (66 )         (80 )
Ending balance              23,531        23,967          24,211         24,561        25,352
Utilization rate at
quarter end                   98.9 %        98.9 %          99.4 %         99.3 %        98.5 %
Average active railcars     23,105        23,480          23,877         24,216        24,622



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                     [[Image Removed: chartgrefleet.jpg]]

Comparison of the First Three Months of 2020 to the First Three Months of 2019

Foreign Currency

Rail International's reported financial results are impacted by fluctuations in
the exchange rates of the U.S. dollar versus foreign currencies in which it
conducts business, primarily the euro. In the first quarter of 2020, a weaker
euro, relative to the U.S. dollar negatively impacted lease revenue by
approximately $1.4 million and segment profit, excluding other income (expense),
by approximately $0.6 million compared to the same period in 2019.

Segment Profit



In the first quarter of 2020, segment profit of $13.9 million decreased 6.1%
compared to $14.8 million for the same period in the prior year. The decrease
was largely due to the negative impact of changes in foreign exchange rates on
non-functional currency items, partially offset by higher lease revenue from
more railcars on lease.

Revenues

In the first quarter of 2020, lease revenue increased $6.1 million, or 11.7%, due to more railcars on lease, partially offset by the impact of foreign exchange rates.

Expenses



In the first quarter of 2020, maintenance expense increased $0.8 million, driven
by higher wheelset costs and other repairs, partially offset by lower workshop
costs. Depreciation expense increased $1.5 million due to new railcars added to
the fleet, partially offset by the impact of foreign exchange rates.

Other Income (Expense)



In the first quarter of 2020, net gain on asset dispositions decreased $0.3
million, attributable to lower railcar scrapping gains. Net interest expense
increased $0.7 million, due to a higher average debt balance, partially offset
by a lower average interest rate. Other expense increased $3.2 million, largely
due to the negative impact of changes in foreign exchange rates on
non-functional currency items.

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Investment Volume



During the first three months of 2020, investment volume was $69.3 million
compared to $33.1 million in the same period in 2019. In the first three months
of 2020, GRE acquired 443 newly built railcars and purchased 428 railcars in the
secondary market and Rail India acquired 229 railcars compared to 185 newly
built railcars at GRE and 368 railcars at Rail India for the same period in
2019.

Our investment volume is predominantly composed of acquired railcars, but may
also include certain capitalized repairs and improvements to owned railcars. As
a result, the dollar value of investment volume does not necessarily correspond
to the number of railcars acquired in any given period. In addition, the
comparability of amounts invested and the number of railcars acquired in each
period is impacted by the mix of the various car types acquired, as well as
fluctuations in the exchange rates of the foreign currencies in which Rail
International conducts business.


                              PORTFOLIO MANAGEMENT

Segment Summary

Portfolio Management's segment profit is attributable primarily to income from
the RRPF affiliates, a group of 50% owned domestic and foreign joint ventures
with Rolls-Royce plc (or affiliates thereof, collectively "Rolls-Royce"), a
leading manufacturer of commercial aircraft jet engines. Segment profit included
earnings from the RRPF affiliates of $23.4 million for the three months ended
March 31, 2020, compared to $18.2 million for the same period in 2019. As of
March 31, 2020, the RRPF affiliates owned 478 aircraft spare engines with a net
book value of $5,007.0 million, compared to 478 aircraft spare engines with a
net book value of $5,036.4 million at December 31, 2019 and 462 aircraft spare
engines with a net book value of $4,538.7 million at March 31, 2019.

The RRPF affiliates continued to perform well in the first quarter, as
utilization of its aircraft spare engines remained strong. However, the RRPF
affiliates began to see the impact of COVID-19 in March as global air travel was
significantly reduced. Certain of our customers have requested deferral of lease
payments and lease rate reductions. We expect COVID-19 to have a negative impact
on engine utilization and lease rates. Further, we anticipate secondary market
activity to be more limited in the near term. All of these factors will put
pressure on our future operating results, the magnitude and duration of which
cannot be determined at this time.

Portfolio Management also owns marine assets, consisting primarily of five
liquefied gas-carrying vessels (the "Specialized Gas Vessels"). During the
second quarter of 2019, the prior commercial management agreement with Norgas
Carriers Private Limited, and related pooling arrangement, was terminated, and
we entered into a new agreement with Anthony Veder Group B.V. ("Veder") to
commercially manage these vessels. The Specialized Gas Vessels are utilized to
transport pressurized gases and chemicals, such as liquefied petroleum gas,
liquefied natural gas, and ethylene, primarily on short-term spot contracts for
major oil and chemical customers worldwide.

During the first quarter of 2020, utilization of the Specialized Gas Vessels was
initially higher due to the new commercial management agreement with Veder.
However, the demand for the Specialized Gas Vessels began to decline during the
latter part of the quarter as the impacts of COVID-19 intensified. This trend is
expected to continue and will likely have a negative impact on future results,
the magnitude and duration of which cannot be determined at this time.

Portfolio Management's total asset base was $657.3 million at March 31, 2020,
compared to $653.7 million at December 31, 2019, and $618.3 million at March 31,
2019.


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The following table shows Portfolio Management's segment results (in millions):
                                       Three Months Ended
                                            March 31
                                        2020          2019
Revenues
Lease revenue                       $     0.3       $  0.3
Marine operating revenue                  3.3          2.4
Other revenue                               -          0.1
  Total Revenues                          3.6          2.8

Expenses
Marine operating expense                  4.1          4.6
Depreciation expense                      1.3          1.6
Other operating expense                   0.1          0.1
  Total Expenses                          5.5          6.3

Other Income (Expense)
Net gain on asset dispositions            0.5          0.3
Interest expense, net                    (2.9 )       (2.7 )

Share of affiliates' pre-tax income 23.8 18.2 Segment Profit

$    19.5       $ 12.3



The following table shows the net book values of Portfolio Management's assets
(in millions):
                                 March 31        June 30       September 30       December 31       March 31
                                   2019            2019            2019              2019             2020

Investment in RRPF Affiliates $ 479.8 $ 495.6 $ 506.5

$       512.4     $     532.2
Owned assets                         138.5          133.2             133.1             141.3           125.1
Managed assets (1)                    30.4           28.5              26.6              24.8            22.9


________

(1) Amounts shown represent the estimated net book value of assets managed for

third parties and are not included in our consolidated balance sheets.

RRPF Affiliates Engine Portfolio Data

The following table shows portfolio activity for the RRPF affiliates' aircraft spare engines for the quarter ended:


                                 March 31     June 30      September 30     December 31     March 31
                                   2019         2019           2019            2019           2020
Beginning balance                    452          462            461             456            478
Engine acquisitions                   11            3              5              27              8
Engine dispositions                   (1 )         (4 )          (10 )            (5 )           (8 )
Ending balance                       462          461            456             478            478

Utilization rate at quarter end 96.8 % 97.0 % 95.6 %


    96.9 %         95.8 %




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                       [[Image Removed: chart-rrpf.jpg]]

Comparison of the First Three Months of 2020 to the First Three Months of 2019

Segment Profit



In the first quarter of 2020, segment profit was $19.5 million, compared to
$12.3 million in the prior year period. The increase reflects stronger results
at the RRPF affiliates, as well as an improved contribution from the Specialized
Gas Vessels.

Revenues

In the first quarter of 2020, lease revenue was comparable to the same period in
2019. Marine operating revenue increased $0.9 million, due to higher revenue
from the Specialized Gas Vessels resulting from higher utilization and increased
charter rates.

Expenses

In the first quarter of 2020, marine operating expense decreased $0.5 million, due to lower operating expenses and management fees for the Specialized Gas Vessels.

Other Income (Expense)

In the first quarter of 2020, income from our share of affiliates' earnings increased $5.6 million, driven by higher asset remarketing income and more engines on lease, partially offset by higher depreciation expense.




                                      ASC

Segment Summary

ASC's operations are limited during the first three months of each year, and the
majority of operating results are from the completion of the prior year sailing
season in January. During the first three months of 2020, ASC benefited from
favorable operating conditions in January and ongoing demand to finish the 2019
sailing season. ASC carried 1.0 million net tons of freight in the first three
months of 2020, compared to 1.2 million net tons during the same period in 2019.


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COVID-19 began to impact ASC's operations during March. The idling of various
industries, including the auto industry, has significantly decreased demand for
iron ore, and demand for coal continues to decline. While the sailing season
began at the end of March, ASC currently has only 7 of its 11 vessels deployed,
reflective of an expectation of lower tonnage demand. It is expected that
COVID-19 will have a negative impact on the deployment of ASC's vessels, overall
demand, and future operating results, the magnitude and duration of which cannot
be determined at this time.

On February 7, 2020, we entered into an agreement to sell ASC. The sale is
subject to customary closing conditions. See "Note 25. Subsequent Events" in
Part II, Item 8 in our Annual Report on Form 10-K for the year ended December
31, 2019 and "Note 16. Subsequent Events" in Item 1 of this Form 10-Q for
additional information.

The following table shows ASC's segment results (in millions):


                                  Three Months Ended
                                       March 31
                                   2020          2019
Revenues
Lease revenue                  $     1.0       $  1.0
Marine operating revenue             8.5         10.7
  Total Revenues                     9.5         11.7

Expenses
Maintenance expense                  0.8          0.3
Marine operating expense             6.3          7.5
  Total Expenses                     7.1          7.8

Other Income (Expense)
Interest expense, net               (1.3 )       (1.4 )
Other expense                       (0.2 )          -
Segment Profit                 $     0.9       $  2.5

Investment Volume              $    13.7       $ 14.5

Total Net Tons Carried (000's) 972 1,198

Comparison of the First Three Months of 2020 to the First Three Months of 2019

Segment Profit



In the first quarter of 2020, segment profit was $0.9 million, compared to $2.5
million for the same period in the prior year. The decrease was driven by lower
volume, partially offset by lower marine operating expense.

Revenues

In the first quarter of 2020, marine operating revenue decreased $2.2 million, or 20.6%, primarily due to lower volume resulting from lower demand in the current year.

Expenses



In the first quarter of 2020, maintenance expense increased $0.5 million, driven
by higher operating repairs. Marine operating expense decreased $1.2 million,
primarily due to fewer operating days.

Investment Volume

ASC's investments in each period consisted of structural and mechanical improvements to our vessels.


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                                     OTHER

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

The following table shows components of Other (in millions):


                                                  Three Months Ended
                                                       March 31
                                                   2020          2019

Selling, general and administrative expense $ 42.4 $ 46.1 Unallocated interest (income) expense

               (1.3 )       (1.7 )

Other expense (income), including eliminations 1.7 0.2

SG&A, Unallocated Interest and Other



SG&A decreased $3.7 million for the first three months of 2020 compared to the
same period in the prior year. The decrease was primarily due to lower employee
compensation expenses.

Unallocated interest expense (the difference between external interest expense
and interest expense allocated to the reporting segments) in any year is
affected by our consolidated leverage position, the timing of debt issuances and
investing activities, and intercompany allocations.

Other expense (income), including eliminations increased $1.5 million for the
first three months of 2020 compared to the same period in the prior year. The
increase was driven by higher non-service pension expense in the current year,
as well as the negative impact of foreign exchange rates on a foreign pension
plan.

Consolidated Income Taxes

See "Note 10. Income Taxes" in Part I, Item 1 of this Form 10-Q.


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CASH FLOW AND LIQUIDITY



We generate a significant amount of cash from operating activities and
investment portfolio proceeds. We also access domestic and international capital
markets by issuing unsecured or secured debt and commercial paper. We use these
resources, along with available cash balances, to fulfill our debt, lease, and
dividend obligations, to support our share repurchase programs, and to fund
portfolio investments and capital additions. We primarily use cash from
operations to fund daily operations. The timing of asset dispositions and
changes in working capital impact cash flows from portfolio proceeds and
operations. As a result, these cash flow components may vary materially from
quarter to quarter and year to year.

Although COVID-19 did not have a significant impact on our first quarter
operating results, we expect COVID-19 to have a negative impact on future
operating results. We expect COVID-19 to have an impact on our customers,
including their ability to make their lease payments timely, as well as their
willingness to renew existing leases or enter into new lease contracts. Already,
certain customers have begun to request relief through deferral of lease
payments, lease rate reductions, and new car order postponement. All of this
will place increasing pressure on our cash flow and liquidity. We have a strong
liquidity position, balance sheet, and access to capital that we expect will
enable GATX to effectively manage through the COVID-19 pandemic. We have taken
certain steps to mitigate future risks and to support our future liquidity
needs, including the draw of $250 million on our 3-year credit facility. We also
have a $600 million, 5-year unsecured credit facility in the U.S. that matures
in 2024 that remains fully available. As of March 31, 2020, we had an
unrestricted cash balance of $570.7 million.

The following table shows our principal sources and uses of cash for the three months ended March 31 (in millions):


                                                                2020        

2019


Principal sources of cash
Net cash provided by operating activities                   $     53.0     $     64.3
Portfolio proceeds                                                63.6           41.5
Other asset sales                                                  6.7            6.5
Proceeds from issuance of debt, commercial paper, and
credit facilities                                                870.7          495.2
Total                                                       $    994.0     $    607.5

Principal uses of cash
Portfolio investments and capital additions                 $   (194.7 )   $   (147.3 )
Repayments of debt, commercial paper, and credit facilities     (350.0 )       (254.7 )
Payments on finance lease obligations                             (7.9 )         (0.3 )
Stock repurchases                                                    -          (38.1 )
Dividends                                                        (19.0 )        (19.2 )
Total                                                       $   (571.6 )   $   (459.6 )



Net cash provided by operating activities for the first three months of 2020 was
$53.0 million, a decrease of $11.3 million compared to the same period in 2019.
Comparability among reporting periods is impacted by the timing of changes in
working capital items. Specifically, cash payments were higher in the current
year for interest expense, income taxes, operating leases, and maintenance
expenses, partially offset by lower employee compensation payments compared to
the prior year.

Portfolio proceeds primarily consist of proceeds from sales of operating assets
and finance lease receipts, as well as capital distributions from affiliates.
Portfolio proceeds of $63.6 million for the three months of 2020 increased by
$22.1 million from the prior year, primarily due to higher proceeds from railcar
and locomotive sales at Rail North America.

Proceeds from the issuance of debt for the three months ended March 31, 2020
were $870.7 million (net of hedges and debt issuance costs). In the first
quarter of 2020, we entered into a $500 million, 364-day, floating rate term
loan in the U.S. and a €100 million 5-year bilateral term loan in Europe. We
also drew the full $250 million on our 3-year credit facility.

Debt repayments of $350.0 million for the first three months of 2020 were $95.3 million higher than prior year. Repayments in the current year consisted of scheduled maturity payments.



Portfolio investments and capital additions primarily consist of purchases of
operating assets, investments in affiliates, and capitalized asset improvements.
Portfolio investments and capital additions of $194.7 million for the first
three months of 2020 increased $47.4 million compared to 2019, due to more
railcars acquired at Rail International and Rail North America.

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On January 25, 2019, our board of directors approved a $300.0 million share
repurchase program, pursuant to which we are authorized to purchase shares of
our common stock in the open market, in privately negotiated transactions, or
otherwise, including pursuant to Rule 10b5-1 plans. The share repurchase program
does not have an expiration date, does not obligate the Company to repurchase
any dollar amount or number of shares of common stock, and may be suspended or
discontinued at any time. The timing of repurchases will be dependent on market
conditions and other factors. No share repurchases were completed during the
three months ended March 31, 2020, compared to 0.5 million shares of common
stock for $40.0 million (of which $38.1 million settled prior to quarter-end) in
the first three months of 2019. Actual cash payments in any period consist of
those transactions that settled during the current period. As of March 31, 2020,
$150.0 million remained available under the repurchase authorization.

Contractual and Other Commercial Commitments

The following table shows our contractual commitments, including debt principal and related interest payments, lease payments, and purchase commitments at March 31, 2020 (in millions):



                                                             Payments Due by Period
                            Total        2020 (1)        2021          2022         2023        2024        Thereafter
Recourse debt            $ 5,069.2     $        -     $ 1,100.0     $   250.0     $ 250.0     $ 526.1     $    2,943.1
Interest on recourse
debt (2)                   1,897.4          132.8         179.5         159.3       147.9       135.8          1,142.1
Commercial paper and
credit facilities            275.5           25.5             -         250.0           -           -                -
Operating lease
obligations                  474.9           29.7          64.5          56.5        54.6        50.1            219.5
Purchase commitments (3)   1,705.5          601.9         365.6         365.3       372.7           -                -
Total                    $ 9,422.5     $    789.9     $ 1,709.6     $ 1,081.1     $ 825.2     $ 712.0     $    4,304.7


__________

(1) For the remainder of the year.

(2) For floating rate debt, future interest payments are based on the applicable

interest rate as of March 31, 2020.

(3) Primarily railcar purchase commitments. The amounts shown for all years are

based on management's estimates of the timing, anticipated car types, and

related costs of railcars to be purchased under its agreements.





In 2014, we entered into a long-term supply agreement with Trinity Rail Group,
LLC ("Trinity"), a subsidiary of Trinity Industries. Under the terms of that
agreement, we agreed to order 8,950 newly built railcars. As of March 31, 2020,
all 8,950 railcars have been ordered, of which 7,769 railcars have been
delivered. On May 24, 2018, we amended our long-term supply agreement with
Trinity to extend the term to December 2023, and we agreed to purchase an
additional 4,800 tank cars (1,200 per year) beginning in January 2020 and
continuing through the expiration of the extended term. At March 31, 2020, 1,211
railcars have been ordered, of which 312 railcars have been delivered, pursuant
to the amended terms of the agreement.

In 2018, we entered into a multi-year railcar supply agreement with American
Railcar Industries, Inc. ("ARI"), pursuant to which we will purchase 7,650 newly
built railcars. The order encompasses a mix of tank and freight cars that are to
be delivered over a five-year period, beginning in April 2019. ARI's railcar
manufacturing business was subsequently acquired by The Greenbrier Companies,
Inc. ("Greenbrier") on July 26, 2019, and Greenbrier assumed all of ARI's
obligations under our long-term supply agreement. Under this agreement 450
railcars were to be delivered in 2019, with the remaining 7,200 to be delivered
ratably over the four-year period of 2020 to 2023. As of March 31, 2020, 3,107
railcars have been ordered, of which 746 have been delivered. The agreement also
includes an option to order up to an additional 4,400 railcars subject to
certain restrictions.


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Short-Term Borrowings

The following table shows additional information regarding our short-term borrowings for the three months ended March 31, 2020:

Europe (1)
Balance as of March 31 (in millions)                                    $   

25.5


Weighted-average interest rate                                                     0.9 %
Euro/dollar exchange rate                                                   

1.10

Average daily amount outstanding during the first quarter (in millions) $

18.5


Weighted-average interest rate                                                     0.8 %
Average Euro/dollar exchange rate                                           

1.10



Maximum daily amount outstanding (in millions)                          $         30.9
Euro/dollar exchange rate                                                         1.13


__________

(1) Short-term borrowings in Europe are composed of borrowings under bank credit


    facilities.



Credit Lines and Facilities



We have a $600 million, 5-year unsecured revolving credit facility in the U.S.
that matures in May 2024. This credit facility contains two one-year extension
options. As of March 31, 2020, the full $600 million was available under this
facility. Additionally, we have a $250 million 3-year unsecured revolving credit
facility in the U.S. that matures in May 2022 and also has two one-year
extension options. As of March 31, 2020, the full $250 million was drawn on this
facility.

Our European subsidiaries have unsecured credit facilities with an aggregate
limit of €35.0 million. As of March 31, 2020, €11.9 million was available under
these credit facilities.

Restrictive Covenants

Our $600 million revolving credit facility and $250 million revolving credit
facility contain various restrictive covenants, including requirements to
maintain a fixed charge coverage ratio and an asset coverage test. Some of our
bank term loans have the same financial covenants as the facility.

The indentures for our public debt also contain various restrictive covenants,
including limitations on liens provisions that restrict the amount of additional
secured indebtedness that we may incur. Additionally, certain exceptions to the
covenants permit us to incur an unlimited amount of purchase money and
nonrecourse indebtedness.

At March 31, 2020, our European rail subsidiaries had outstanding term loan and
private placement debt balances totaling €380.0 million. The loans are
guaranteed by GATX Corporation and are subject to the same restrictive covenants
as the revolving credit facility noted above.

At March 31, 2020, we were in compliance with all covenants and conditions of
all of our credit agreements. We do not anticipate any covenant violations nor
do we expect that any of these covenants will restrict our operations or our
ability to obtain additional financing.

Credit Ratings



The global capital market environment and outlook may affect our funding options
and our financial performance. Our access to capital markets at competitive
rates depends on our credit rating and rating outlook, as determined by rating
agencies. As of March 31, 2020, our long-term unsecured debt was rated BBB by
Standard & Poor's and Baa2 by Moody's Investor Service and our short-term
unsecured debt was rated A-2 by Standard & Poor's and P-2 by Moody's Investor
Service. Our rating outlook from both agencies was stable.


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Leverage



Leverage is expressed as a ratio of debt (including debt and lease obligations,
net of unrestricted cash) to equity. The following table shows the components of
recourse leverage (in millions, except recourse leverage ratio):
                                  March 31      December 31      September 

30 June 30 March 31


                                    2020            2019             2019            2019          2019
Debt and lease obligations, net
of unrestricted cash:
Unrestricted cash                $  (570.7 )   $     (151.0 )   $       (48.6 )   $  (286.6 )   $  (248.4 )
Commercial paper and bank credit     275.5                              112.0
facilities                                             15.8                            26.0          15.9
Recourse debt                      5,043.7          4,780.4           4,580.2       4,832.5       4,768.1
Operating lease obligations          399.3            432.3             440.3         454.5         456.3
Finance lease obligations                -              7.9                 -          10.6          11.0
Total debt and lease
obligations, net of unrestricted
cash                             $ 5,147.8     $    5,085.4     $     5,083.9     $ 5,037.0     $ 5,002.9

Total recourse debt (1)          $ 5,147.8     $    5,085.4     $     5,083.9     $ 5,037.0     $ 5,002.9
Shareholders' Equity             $ 1,831.0     $    1,835.1     $     1,786.5     $ 1,834.8     $ 1,809.2
Recourse Leverage (2)                  2.8              2.8               2.8           2.7           2.8


________

(1) Includes recourse debt, commercial paper and bank credit facilities, and

operating and finance lease obligations, net of unrestricted cash.

(2) Calculated as total recourse debt / shareholder's equity.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES



There have been no changes to our critical accounting policies during the three
months ended March 31, 2020. Refer to our Annual Report on Form 10-K for the
year ended December 31, 2019, for a summary of our policies.

NON-GAAP FINANCIAL MEASURES



In addition to financial results reported in accordance with GAAP, we compute
certain financial measures using non-GAAP components, as defined by the SEC.
These measures are not in accordance with, or a substitute for, GAAP, and our
financial measures may be different from non-GAAP financial measures used by
other companies. We have provided a reconciliation of our non-GAAP components to
the most directly comparable GAAP components.

Reconciliation of Non-GAAP Components Used in the Computation of Certain Financial Measures

Net Income Measures



We exclude the effects of certain tax adjustments and other items for purposes
of presenting net income, diluted earnings per share, and return on equity
because we believe these items are not attributable to our business operations.
Management utilizes net income, excluding tax adjustments and other items, when
analyzing financial performance because such amounts reflect the underlying
operating results that are within management's ability to influence.
Accordingly, we believe presenting this information provides investors and other
users of our financial statements with meaningful supplemental information for
purposes of analyzing year-to-year financial performance on a comparable basis
and assessing trends.

There were no tax adjustments and other items impacting net income or diluted
earnings per share for either the first quarter of 2020 or 2019. However, we did
have tax adjustments and other items impacting net income in other periods used
in the calculation of the applicable measures for the trailing 12 months ended
March 31, 2020 and 2019.

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The following table shows our net income and return on equity, excluding tax adjustments and other items, for the trailing 12 months ended March 31 (in millions):

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