OVERVIEW

We lease, operate, manage, and remarket long-lived, widely-used assets, primarily in the rail market. We report our financial results through three primary business segments: Rail North America, Rail International, and Portfolio Management. Historically, we also reported financial results for American Steamship Company ("ASC") as a fourth segment.



On May 14, 2020, we completed the sale of our ASC business, subject to customary
post-closing adjustments. As a result, ASC is now reported as discontinued
operations, and financial data for the ASC segment has been segregated and
presented as discontinued operations for all periods presented. See "Note 27.
Discontinued Operations" Part II, Item 8 of this Form 10-K for additional
information. Unless otherwise indicated, the following information relates to
continuing operations.

On December 29, 2020, we acquired Trifleet Leasing Holding B.V. ("Trifleet), the
fourth largest tank container lessor in the world. Financial results for this
business will be reported in the Other segment. See "Note 5. Business
Combinations" in Part II, Item 8 of this Form 10-K for additional information. A
more complete description of our business is included in "Item 1. Business," in
Part I of this Form 10-K.

The following discussion and analysis should be read in conjunction with the
audited financial statements included in "Item 8. Financial Statements and
Supplementary Data" in this Form 10-K. 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 principles ("GAAP") and on
certain other financial data that we prepared using non-GAAP components. For a
reconciliation of these non-GAAP measures to the most comparable GAAP measures,
see "Non-GAAP Financial Measures" at the end of this item.

Coronavirus Disease 2019 ("COVID-19")



COVID-19 negatively impacted operating conditions for all of our business
segments in 2020. We expect COVID-19 will continue to have negative impacts on
our operating results in future periods, the magnitude and duration of which are
still uncertain. To limit the spread of COVID-19, governments have taken various
actions, including travel bans and restrictions, the issuance of stay-at-home
orders, and social distancing guidelines. These actions caused many businesses
to reduce or suspend operations, negatively impacting economic conditions and
many of the markets we serve. While certain of these restrictions were
temporarily eased, some have been subsequently reinstated, and the economy
continues to be adversely impacted by the effects of COVID-19. Our top
priorities continue to be ensuring the health and safety of our global workforce
and serving our various stakeholders with minimal disruptions.

Across our operating segments, we have implemented business continuity and
crisis management plans. We have a strong liquidity position, solid 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 pace and timing
of the eventual recovery.

Rail North America

The initial impact of COVID-19 resulted in a decline in industry railcar
loadings, had a negative impact on lease rates, and led to a reduction in the
purchase and sale of railcars in the secondary market. Although industry railcar
loadings and absolute lease rates improved modestly by the end of year, the
effects of COVID-19 will likely continue to disrupt 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 negatively impact
the demand for our railcar fleet.

Rail International



The initial impact of COVID-19 resulted in delayed investment at both GRE and
GRI due to shutdowns and delays at the railcar manufacturers. Although railcar
manufacturers have since re-opened, future disruptions may occur which could
impact our ability to invest in our international railcar fleets.

Rail North America & Rail International Maintenance Operations



Rail freight transportation and railcar repair have been deemed essential
businesses globally. Our rail operations teams have implemented 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 impacts of COVID-19 continue.
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Rolls-Royce & Partners Finance Joint Ventures ("RRPF affiliates")



Global air travel continues to be 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. Although some
flight operations have resumed in a limited capacity, air travel remains
significantly below pre-COVID-19 levels. Many airlines are currently focused on
managing their near-term liquidity positions, restructuring operations, and
obtaining government financial support. The major reduction in global air travel
and the disruption across the aviation industry did impact the profitability of
our aircraft spare engine leasing business and operating results in 2020, and we
expect that it will continue to have a negative impact on our near-term future
operating results, the magnitude and duration of which are still uncertain.

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DISCUSSION OF OPERATING RESULTS



The following table shows a summary of our reporting segments and consolidated
financial results relating to continuing operations and discontinued operations
for years ended December 31 (dollars in millions, except per share data):
                                                              2020               2019               2018
Segment Revenues
Rail North America                                        $   934.1          $   964.5          $   941.5
Rail International                                            258.1              227.7              217.5
Portfolio Management                                           17.0                9.9               16.1
                                                          $ 1,209.2          $ 1,202.1          $ 1,175.1
Segment Profit
Rail North America                                        $   227.6          $   276.2          $   307.9
Rail International                                             83.5               78.9               68.6
Portfolio Management                                           77.4               62.4               38.7
                                                              388.5              417.5              415.2
Less:
Selling, general and administrative expense                   172.0              180.4              182.5
Unallocated interest (income) expense                          (7.7)              (5.8)              (8.6)
Other, including eliminations                                   3.1                3.2                9.5
Income taxes ($33.6, $18.0 and $10.8 related to                70.9               58.9               41.3
affiliates' earnings)
Net Income from Continuing Operations (GAAP)              $   150.2

$ 180.8 $ 190.5

Discontinued Operations, Net of Taxes Net (loss) income from discontinued operations, net of (2.2) taxes

                                                                             30.4               20.8
Gain on sale of discontinued operation, net of taxes            3.3                  -                  -
Total Discontinued Operations, Net of Taxes (GAAP)              1.1               30.4          $    20.8

Net Income (GAAP)                                         $   151.3          $   211.2          $   211.3

Net income from continuing operations, excluding tax adjustments and other items (non-GAAP) (1)

$   162.5

$ 178.0 $ 178.8 Net income from discontinued operations, excluding tax adjustments and other items (non-GAAP) (1)

$     1.1

$ 22.3 $ 21.0 Net income from consolidated operations, excluding tax adjustments and other items (non-GAAP) (1)

$   163.6

$ 200.3 $ 199.8

Diluted earnings per share from continuing operations (GAAP)

$    4.24

$ 4.97 $ 4.98 Diluted earnings per share from discontinued operations (GAAP)

$    0.03

$ 0.84 $ 0.54 Diluted earnings per share from consolidated operations (GAAP)

$    4.27

$ 5.81 $ 5.52

Diluted earnings per share from continuing operations, excluding tax adjustments and other items (non-GAAP) (1) $ 4.59

$ 4.89 $ 4.67 Diluted earnings per share from discontinued operations, excluding tax adjustments and other items (non-GAAP) (1) $ 0.03

$ 0.62 $ 0.55 Diluted earnings per share from consolidated operations, excluding tax adjustments and other items (non-GAAP) (1) $ 4.62

$ 5.51 $ 5.22



Return on equity (GAAP)                                         8.0  %            11.7  %            11.8  %

Return on equity, excluding tax adjustments and other 10.5 %


      13.5  %            13.6  %
items (non-GAAP) (1)

Investment Volume                                         $ 1,064.0          $   722.8          $   927.6


_________

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


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2020 Summary



Net income from continuing operations was $150.2 million, or $4.24 per diluted
share, for 2020 compared to $180.8 million, or $4.97 per diluted share, for
2019, and $190.5 million, or $4.98 per diluted share, for 2018. Results for 2020
included a net negative impact of $12.3 million from tax adjustments and other
items, compared to a net benefit of $2.8 million from tax adjustments and other
items in 2019 and a net benefit of $11.7 million in 2018 (see "Non-GAAP
Financial Measures" at the end of this item for further details).
•At Rail North America, segment profit in 2020 was lower than prior year. The
decrease was attributable to lower lease revenue and lower net gains on asset
dispositions, partially offset by lower maintenance expense.
•At Rail International, segment profit in 2020 was higher than prior year, due
to higher revenue from more railcars on lease, partially offset by higher
maintenance expense and depreciation expense, as well as the negative impact of
changes in foreign exchange rates on non-functional currency items.
•At Portfolio Management, segment profit in 2020 increased compared to prior
year, primarily due to higher marine operating revenue. A large gain at the
Rolls-Royce & Partners Finance joint ventures (collectively the "RRPF
affiliates") from a transaction involving the refinancing and sale of a group of
aircraft spare engines in 2020 also contributed to higher segment profit.
Total investment volume was $1,064.0 in 2020, compared to $722.8 million in
2019, and $927.6 million in 2018.
2021 Outlook
The outlook for 2021 continues to be challenging. While we anticipate gradual
easing of COVID-19 impacts as we move through 2021, the possibility of COVID-19
related volatility on our business segments remains high. Despite these adverse
conditions, we have a strong balance sheet and access to capital which we
believe positions us well to execute our strategy of investing in a weak market
at attractive prices.

•Rail North America's segment profit in 2021 is expected to be essentially flat
compared to 2020. Lease rates for railcars scheduled to renew in 2021 will
likely be lower than expiring lease rates, and we anticipate a small decrease in
fleet utilization due to a continued oversupply of railcars in the market. As a
result, we project revenue in 2021 to decline compared to the prior year. We
expect 2021 maintenance expense to be similar to 2020, exclusive of any
unplanned and/or major potential COVID-19 related disruptions. Finally, we
expect remarketing income to be higher than 2020.
•We anticipate Rail International's segment profit in 2021 to increase from 2020
as the demand for railcars in Europe continues to be strong. Lease revenue is
expected to be higher in 2021, resulting from higher lease rates and more
railcars on lease. In addition, we expect continued investment in our railcar
fleet in India this year, which will contribute to additional revenue in 2021.
•Portfolio Management's segment profit in 2021 is expected to be lower than
2020. RRPF results are expected to decline due to the significant reduction in
global air travel. We expect lower segment profit at RRPF to be partially offset
by our direct investment in aircraft spare engines in 2021 and improved
contribution from our marine operations.
•At the end of 2020, we acquired Trifleet, the fourth largest tank container
lessor in the world. Financial results will be reported in the Other segment. We
expect that the timing of recognition of certain acquisition-related expenses
will have a dilutive impact on results in 2021.
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.

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                               RAIL NORTH AMERICA

Segment Summary



The operating environment for Rail North America continued to be challenging in
2020. Persistent industry-wide railcar overcapacity combined with the economic
impacts of COVID-19 put significant pressure on lease rates. However, renewal
lease rates for most car types stabilized or modestly improved in the second
half of the year. During the year, the North American railcar leasing market
experienced decreased railcar loadings across commodity types in response to the
dramatic reduction in overall economic activity. Railcar lessors competed
aggressively to place new and existing railcars, resulting in significant
pressure on lease rates. Despite this, our commercial team continued to deploy
railcars and displace competitors, resulting in fleet utilization of 98.1% at
the end of the year.

The economic environment presented unique challenges resulting from COVID-19,
which negatively impacted Rail North America's financial results. Rail North
America did receive lease restructuring requests earlier in the year as some
customers sought to lower costs and, in certain cases, reduce the size of their
fleets. However, such requests dissipated in the second half of the year. To
date, restructuring requests that have been approved did not have a significant
impact on Rail North America's financial results. Railcar repair facilities
continued to operate throughout the year, but some facilities experienced
periodic operating disruptions resulting from employee absences due to COVID-19
issues. The frequency of these disruptions increased in the fourth quarter. As a
result of the aforementioned factors, Rail North America expects ongoing
pressure on future railcar utilization, lease rates, and other key performance
metrics, the magnitude and duration of which are still uncertain.

The following table shows Rail North America's segment results for the years ended December 31 (in millions):


                                               2020         2019         2018
Revenues
Lease revenue                                $ 838.3      $ 868.3      $ 873.4
Other revenue                                   95.8         96.2         68.1
  Total Revenues                               934.1        964.5        941.5

Expenses
Maintenance expense                            264.7        267.9        254.7
Depreciation expense                           258.6        256.9        248.5
Operating lease expense                         49.3         54.4         49.6
Other operating expense                         27.3         23.9         27.3
  Total Expenses                               599.9        603.1        580.1

Other Income (Expense)
Net gain on asset dispositions                  38.3         54.6         76.3
Interest expense, net                         (139.9)      (134.5)      (125.2)
Other expense                                   (4.9)        (5.3)        (5.2)
Share of affiliates' pre-tax (loss) income      (0.1)           -          0.6
Segment Profit                               $ 227.6      $ 276.2      $ 307.9

Investment Volume                            $ 642.0      $ 502.2      $ 737.4

The following table shows the components of Rail North America's lease revenue for the years ended December 31 (in millions):


                2020         2019         2018
Railcars      $ 741.9      $ 759.8      $ 757.8
Boxcars          67.1         72.2         76.8
Locomotives      29.3         36.3         38.8
Total         $ 838.3      $ 868.3      $ 873.4



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Rail North America Fleet Data



At December 31, 2020, Rail North America's wholly owned fleet, excluding
boxcars, consisted of approximately 103,700 cars. Fleet utilization, excluding
boxcars, was 98.1% at the end of 2020, compared to 99.3% at the end of 2019, and
99.4% at the end of 2018. Fleet utilization for approximately 14,300 boxcars was
95.8% at the end of 2020 compared to 95.0% at the end of 2019, and 94.2% at the
end of 2018. Utilization is calculated as the number of railcars on lease as a
percentage of total railcars in the fleet.

During 2020, an average of approximately 101,700 railcars, excluding boxcars,
were on lease, compared to 103,500 in 2019, and 102,100 in 2018. Changes in
railcars on lease compared to prior periods are impacted by the utilization of
new railcars purchased under our supply agreements or in the secondary market
and the disposition of railcars that were sold or scrapped, as well as the fleet
utilization rate.

As of December 31, 2020, leases for approximately 20,000 tank cars and freight cars and approximately 2,300 boxcars are scheduled to expire in 2021. These amounts exclude railcars on leases expiring in 2021 that have already been renewed or assigned to a new lessee.



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 December 31,
2020, all 8,950 railcars have been ordered and 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 December 31, 2020, 1,891 railcars have been ordered pursuant
to the amended terms of the agreement, of which 1,272 railcars have been
delivered.

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 December 31, 2020,
4,035 railcars have been ordered, of which 2,297 railcars have been delivered.
The agreement also includes an option to order up to an additional 4,400
railcars subject to certain restrictions.

Additionally, we acquired a fleet of 3,098 railcars from ECN Capital
Corporation, with 2,832 of the railcars acquired in 2018 and the remaining 266
railcars in early 2019.
The following table shows fleet activity for Rail North America railcars,
excluding boxcars, for the years ended December 31:
                                       2020           2019           2018
Beginning balance                    102,845        105,472        103,730
Cars added                             4,696          3,145          6,958
Cars scrapped                         (2,153)        (2,172)        (2,211)
Cars sold                             (1,643)        (3,600)        (3,005)
Ending balance                       103,745        102,845        105,472
Utilization rate at year end            98.1  %        99.3  %        99.4  %

Active railcars at year end 101,815 102,127 104,864 Average (monthly) active railcars 101,658 103,452 102,061


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                     [[Image Removed: gmt-20201231_g5.jpg]]

The following table shows fleet statistics for Rail North America boxcars for the years ended December 31:


                                                 2020          2019          2018
             Ending balance                    14,315        15,264        16,220
             Utilization rate at year end        95.8  %       95.0  %       94.2  %


The following table shows fleet activity for Rail North America locomotives for the years ended December 31:


                                               2020        2019        2018
Beginning balance                              661         702         693

Locomotives added, net of scrapped or sold (16) (41) 9



Ending balance                                 645         661         702
Utilization rate at year end                  81.1  %     85.9  %     88.6  %
Active locomotives at year end                 523         568         622
Average (monthly) active locomotives           537         608         622


Lease Price Index



Our lease price index ("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.

During 2020, the renewal rate change of the LPI was negative 23.5%, compared to
negative 3.9% in 2019 and negative 9.8% in 2018. Lease terms on renewals for
cars in the LPI averaged 31 months in 2020, compared to 39 months in 2019, and
38 months in 2018. Additionally, the renewal success rate, which represents the
percentage of railcars on expiring leases that were renewed with the existing
lessee, was 70.8% in 2020, compared to 82.2% in 2019, and 82.9% in 2018. The
renewal success rate is an important metric
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because railcars returned by our customers may remain idle or incur additional maintenance and freight costs prior to being leased to new customers.


                     [[Image Removed: gmt-20201231_g6.jpg]]

Comparison of Reported Results

Segment Profit



In 2020, segment profit of $227.6 million decreased 17.6% compared to $276.2
million in 2019. The decrease was primarily driven by lower lease revenue and
lower net gains on asset dispositions in the current year, partially offset by
lower maintenance expense. The amount and timing of disposition gains is
dependent on a number of factors and will vary from year to year.

In 2019, segment profit of $276.2 million decreased 10.3% compared to $307.9
million in 2018. The decrease was driven by lower net gains on asset
dispositions, higher maintenance expense, and lower lease revenue, partially
offset by higher other revenue.

Revenues

In 2020, lease revenue decreased $30.0 million, or 3.5%, a result of fewer railcars and locomotives on lease, lower lease rates, and lower boxcar revenue. Other revenue decreased $0.4 million, due to lower lease termination fees, offset by higher repair revenue.



In 2019, lease revenue decreased $5.1 million, or 0.6%. The decrease was due to
lower lease rates, higher rental abatement attributable to more railcars in the
maintenance network, and fewer locomotives on lease in 2019, partially offset by
more railcars on lease. Other revenue increased $28.1 million, due to higher
repair revenue and higher lease termination fees in 2019.

Expenses



In 2020, maintenance expense decreased $3.2 million. The decrease resulted
primarily from fewer repairs performed by the railroads on GATX-owned railcars
and lower volumes of repairs on boxcars at third-party shops. Depreciation
expense increased $1.7 million due to the timing of new railcar investments and
dispositions. Operating lease expense decreased $5.1 million, resulting from the
purchase of railcars previously on operating leases. Other operating expense
increased $3.4 million, due to higher switching, freight, and storage costs.

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In 2019, maintenance expense increased $13.2 million, driven by more tank
qualifications in 2019, as expected, as well as more repairs performed by the
railroads on GATX-owned railcars. Depreciation expense increased $8.4 million
due to new railcar investments, including the railcars acquired from ECN Capital
Corporation in 2018. Operating lease expense increased $4.8 million, primarily a
result of the elimination of deferred gain amortization for sale-leaseback
transactions in accordance with the new lease accounting standard adopted in
2019. Other operating expense decreased $3.4 million, primarily due to lower
switching, storage, and freight costs.

Other Income (Expense)



In 2020, net gain on asset dispositions decreased $16.3 million, due to fewer
railcars sold, partially offset by lower net scrapping losses. The amount and
timing of disposition gains is dependent on a number of factors and will vary
from year to year. Net interest expense increased $5.4 million, primarily driven
by a higher average debt balance and a higher average interest rate.

In 2019, net gain on asset dispositions decreased $21.7 million, resulting from
lower asset remarketing gains and lower net scrapping gains. Net scrapping gains
were lower in 2019 due to certain railcars and locomotives scrapped at a loss,
as well as lower scrap prices per ton. See "Note 25. Financial Data of Business
Segments" in Part II, Item 8 of this Form 10-K, for further details of the
components of net gain on asset dispositions. Net interest expense increased
$9.3 million, driven by a higher average debt balance and a higher average
interest rate.

Investment Volume



During 2020, investment volume was $642.0 million compared to $502.2 million in
2019, and $737.4 million in 2018. We acquired 5,103 railcars in 2020, compared
to 3,225 railcars in 2019, and 7,489 railcars, including 2,832 railcars
purchased as part of the ECN Capital Corporation transaction, in 2018.

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"), produced
strong operating results in 2020. Demand for railcars in Europe remained
relatively stable during the year, and renewal rates for most car types
increased slightly. COVID-19 did not have a material impact on GRE's financial
results in 2020. However, GRE experienced delays in new railcar investments
throughout the year due to COVID-19 related interruptions at railcar
manufacturing facilities. Although GRE received lease restructuring requests
from certain customers during the year, requests dissipated in the second half
of the year, and requests that were approved did not have a significant impact
on GRE's financial results. GRE expects ongoing pressure on future railcar
utilization and lease rates, the magnitude and duration of which are still
uncertain.

In 2018, GRE recorded $9.5 million of expenses attributable to the closure of a railcar maintenance facility in Germany.



Our rail operations in India ("GRI") continued to focus on investment
opportunities, diversification of its fleet, and developing relationships with
customers, suppliers and the Indian Railways. While COVID-19 did not have a
material impact on GRI's financial results in 2020, GRI did experience delays in
new railcar investments due to COVID-19 related interruptions at railcar
manufacturing facilities. GRI expects continued fleet growth and diversification
in 2021.

During 2020, our rail operations in Russia ("Rail Russia") focused on managing its existing fleet, which consisted of 380 railcars, and maintaining strong relationships with its customer base.


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The following table shows Rail International's segment results for the years ended December 31 (in millions):


                                                     2020         2019         2018
          Revenues
          Lease revenue                            $ 248.4      $ 219.2      $ 209.3
          Other revenue                                9.7          8.5          8.2
            Total Revenues                           258.1        227.7        217.5

          Expenses
          Maintenance expense                         50.8         46.5     

44.5


          Depreciation expense                        66.6         57.8     

55.5


          Other operating expense                      7.5          6.8     

5.8


            Total Expenses                           124.9        111.1     

105.8

Other Income (Expense)

Net gain (loss) on asset dispositions 1.2 1.7

(0.2)


          Interest expense, net                      (45.9)       (40.6)    

(35.9)


          Other (expense) income                      (5.0)         1.2         (7.0)

          Segment Profit                           $  83.5      $  78.9      $  68.6

          Investment Volume                        $ 216.0      $ 215.7      $ 152.7



GRE Fleet Data

At December 31, 2020, GRE's wholly owned fleet consisted of approximately 26,300
cars. Fleet utilization was 98.1% at the end of 2020, compared to 99.3% at the
end of 2019 and 98.8% at the end of 2018. Utilization is calculated as the
number of railcars on lease as a percentage of total railcars in the fleet.

During 2020, an average of approximately 25,200 railcars were on lease, compared
to 23,700 in 2019 and 22,600 in 2018. Changes in railcars on lease compared to
prior periods are impacted by the number of new railcars purchased or acquired
in the secondary market and the disposition of railcars that were sold or
scrapped, as well as the fleet utilization rate.

The following table shows fleet activity for GRE railcars for the years ended
December 31:
                                                  2020          2019          2018
           Beginning balance                    24,561        23,412        23,166
           Cars added                            2,071         1,417           847
           Cars scrapped or sold                  (289)         (268)         (601)
           Ending balance                       26,343        24,561        23,412
           Utilization rate at year end           98.1  %       99.3  %       98.8  %
           Active railcars at year end          25,831        24,392        23,124
           Average (monthly) active railcars    25,174        23,665        22,619



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                    [[Image Removed: gmt-20201231_g7.jpg]]

GRI Fleet Data

The following table shows fleet activity for GRI railcars for the years ended December 31:


                                                 2020         2019         2018
              Beginning balance                 3,679        2,053        1,052
              Cars added                          477        1,626        1,001

              Ending balance                    4,156        3,679        2,053
              Utilization rate at year end       99.0  %     100.0  %     100.0  %


Comparison of Reported Results

Foreign Currency

Rail International's reported results of operations are impacted by fluctuations
in the exchange rates of the U.S. dollar versus the foreign currencies in which
it conducts business, primarily the euro. In 2020, fluctuations in the value of
the euro, relative to the U.S. dollar, positively impacted lease revenue by
approximately $4.1 million and segment profit, excluding other income (expense),
by approximately $3.4 million compared to 2019. In 2019, fluctuations in the
value of the euro, relative to the U.S. dollar, negatively impacted lease
revenue by approximately $10.6 million and segment profit, excluding other
income (expense), by approximately $5.0 million compared to 2018.

Segment Profit

In 2020, segment profit of $83.5 million increased 5.8% compared to $78.9 million in 2019. The increase was primarily due to higher revenue from more railcars on lease, partially offset by higher maintenance expense and depreciation expense, as well as the negative impact of changes in foreign exchange rates on non-functional currency items.



In 2019, segment profit of $78.9 million increased 15.0% compared to $68.6
million in 2018. Segment profit in 2018 included expenses of approximately $9.5
million attributable to the closure of a railcar maintenance facility in
Germany. Excluding these costs, results for Rail International were $0.8 million
higher than 2018, primarily due to higher revenue from more railcars on lease,
partially offset by higher maintenance expense and the negative impact of
foreign exchange rates.
                                       35
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Revenues



In 2020, lease revenue increased $29.2 million, or 13.3%, due to more railcars
on lease at GRE and GRI, as well as the impact of foreign exchange rates. Other
revenue increased $1.2 million, driven by higher repair revenue.

In 2019, lease revenue increased $9.9 million, or 4.7%, primarily due to more
railcars on lease, partially offset by the impact of foreign exchange rates.
Other revenue increased $0.3 million, driven by higher repair revenue.

Expenses



In 2020, maintenance expense increased $4.3 million, primarily due to higher
wheelset costs, partially offset by lower costs for other repairs. Depreciation
expense increased $8.8 million, resulting from the impact of new railcars added
to the fleet.

In 2019, maintenance expense increased $2.0 million, primarily due to higher
wheelset costs and other repairs. These negative drivers were partially offset
by lower workshop costs, due in part to the elimination of expenses associated
with a maintenance facility in Germany that was closed in 2018, as well as the
impact of foreign exchange rates. Depreciation expense increased $2.3 million,
primarily due to new railcars added to the fleet.

Other Income (Expense)



In 2020, net gain on asset dispositions decreased $0.5 million, attributable to
lower net scrapping gains. Net interest expense increased $5.3 million, due to a
higher average debt balance, partially offset by a lower average interest rate.
Other expense increased $6.2 million, driven by the negative impact of changes
in foreign exchange rates on non-functional currency items and higher net
litigation costs related to the Viareggio matter, which reflected the absence of
insurance proceeds received in the prior year. See "Note 24. Legal Proceedings
and Other Contingencies" in Part II, Item 8 of this Form 10-K for further
details about the Viareggio matter.

In 2019, net gain on asset dispositions increased $1.9 million, attributable to
the absence of the impairment for the maintenance facility in Germany recorded
in the prior year, partially offset by lower railcar scrapping gains, as a
result of fewer railcars scrapped in 2019. Net interest expense increased $4.7
million, due to a higher average interest rate and a higher average debt
balance. Other expense decreased $8.2 million, driven by the absence of the
railcar maintenance facility closure costs recorded in 2018 and lower net
litigation costs related to the Viareggio matter, which reflected insurance
proceeds received in 2019. See "Note 22. Legal Proceedings and Other
Contingencies" in Part II, Item 8 of this Form 10-K for further details about
the Viareggio matter. This was partially offset by the negative impact of
changes in foreign exchange rates on non-functional currency items.

Investment Volume



Investment volume was $216.0 million in 2020, $215.7 million in 2019, and $152.7
million in 2018. During 2020, GRE acquired 2,071 railcars (including 374
assembled at the GRE Ostróda, Poland facility), GRI acquired 477 rail cars, and
Rail Russia did not acquire any railcars, compared to 1,417 railcars at GRE
(including 384 assembled at the GRE Ostróda, Poland facility), 1,626 railcars at
GRI, and 26 railcars at Rail Russia in 2019, and 847 railcars at GRE (including
316 assembled at the GRE Ostróda, Poland facility), 1,001 railcars at GRI, and
184 railcars at Rail Russia in 2018.

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 $95.5 million for 2020, $94.5 million for
2019, and $60.5 million for 2018. Financial results for the current year
included a transaction involving the refinancing and sale of a group of aircraft
spare engines at the RRPF affiliates. In this transaction, the RRPF affiliates
sold 21 aircraft spare engines for total proceeds of $233.0 million in 2020.
GATX's 50% share of the resulting pre-tax net gains was $35.3 million. Portfolio
Management
                                       36
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did not make any additional investment in the RRPF affiliates in 2020 and 2019,
compared to $14.1 million in 2018. There were no dividend distributions from the
RRPF affiliates in 2020, compared to $27.5 million in 2019 and $35.2 million in
2018.

COVID-19 severely impacted global air travel during 2020. As a result, RRPF has
granted significant rent deferrals and a number of its customers have declared
bankruptcy or undertaken restructuring processes. Despite this, RRPF maintained
strong utilization, with 92.8% of its engines on lease at the end of the year,
and is focused on preserving a strong liquidity position in the current
environment. RRPF continues to expect pressure on both engine utilization and
lease rates, which will impact future operating results, the magnitude and
duration of which are still uncertain.

Portfolio Management also owns marine assets, consisting of five liquefied
gas-carrying vessels (the "Specialized Gas Vessels"). During 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. to commercially manage these vessels.

While COVID-19 had a significant impact on the gas shipping market in 2020,
there were signs of improvement in the second half of the year, as charter rates
and utilization increased modestly. We expect COVID-19 will likely continue to
have a negative impact on future results, the magnitude and duration of which
are still uncertain.

Portfolio Management's total asset base was $706.1 million at December 31, 2020,
compared to $653.7 million at December 31, 2019, and $606.8 million at December
31, 2018.

The following table shows Portfolio Management's segment results for the years ended December 31 (in millions):


                                            2020        2019        2018
Revenues
Lease revenue                             $  0.8      $  1.0      $  1.0
Marine operating revenue                    15.6         8.2        14.3
Other revenue                                0.6         0.7         0.8
  Total Revenues                            17.0         9.9        16.1

Expenses
Marine operating expense                    19.7        18.9        16.8
Depreciation expense                         5.3         6.6         7.3
Other operating expense                      0.5         0.6           -
  Total Expenses                            25.5        26.1        24.1

Other Income (Expense) Net gain (loss) on asset dispositions 2.2 (4.7) (3.4) Interest expense, net

                      (12.2)      (11.2)      (10.4)

Share of affiliates' pre-tax income         95.9        94.5        60.5
Segment Profit                            $ 77.4      $ 62.4      $ 38.7

Investment Volume                         $  0.5      $    -      $ 14.1




                                       37

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The following table sets forth the approximate net book value of Portfolio Management's assets as of December 31 (in millions):



                                   2020         2019         2018
Investment in RRPF Affiliates    $ 584.7      $ 512.4      $ 464.3
Owned assets                       121.4        141.3        142.5
Managed assets (1)                  17.3         24.8         32.3


________

(1) Amounts shown represent the estimated net book value of assets managed for third parties and are not included in our consolidated balance sheets.


                     [[Image Removed: gmt-20201231_g8.jpg]]

RRPF Affiliates Engine Portfolio Data
At December 31, 2020, the RRPF affiliates owned 445 aircraft spare engines with
a net book value of $4,784.1 million, compared to 478 aircraft spare engines
with a net book value of $5,036.4 million at the end of 2019 and 452 aircraft
spare engines with a net book value of $4,435.6 million at the end of 2018.
The following table shows portfolio activity for the RRPF affiliates' aircraft
spare engines for the years ended December 31:
                                                  2020        2019        2018
                Beginning balance                 478         452         432
                Engine acquisitions                20          46          48
                Engine dispositions               (53)        (20)        (28)
                Ending balance                    445         478         452
                Utilization rate at year end     92.8  %     96.9  %     96.9  %






                                       38

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                     [[Image Removed: gmt-20201231_g9.jpg]]

Comparison of Reported Results

Segment Profit



In 2020, segment profit was $77.4 million compared to $62.4 million in 2019. The
increase is primarily due to higher marine operating revenue and the absence of
impairment losses recognized in the prior year.

In 2019, segment profit was $62.4 million compared to $38.7 million in 2018. The
increase reflects stronger results at the RRPF affiliates, partially offset by a
lower contribution from the Specialized Gas Vessels.

Revenues



In 2020, lease revenue was comparable to the same period in 2019. Marine
operating revenue increased $7.4 million, driven by higher charter rates and
utilization from the Specialized Gas Vessels, as well as the transition to the
new commercial manager in the prior year.

In 2019, lease revenue was comparable to the same period in 2018. Marine operating revenue decreased $6.1 million, due to lower revenue from the Specialized Gas Vessels. In 2019, utilization of the vessels was lower due to idle time associated with the transition to a new commercial manager, as discussed previously.

Expenses



In 2020, marine operating expense increased $0.8 million, due to higher bunker
fuel expense, offset by lower other operating expenses and management fees for
the Specialized Gas Vessels.

In 2019, marine operating expense increased $2.1 million. This increase was driven by the write-off of residual net assets as part of the wind-up of activities under the prior commercial management pooling agreement, partially offset by lower expenses from the Specialized Gas Vessels.


                                       39
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Other Income (Expense)



In 2020, net gain (loss) on asset dispositions was favorable by $6.9 million,
largely due to the absence of impairment losses recorded in the prior year for
certain offshore supply vessels, as well as higher residual sharing fees from
the managed portfolio.

In 2019, net loss on asset dispositions increased $1.3 million, largely due to
higher impairment losses for certain offshore supply vessels, partially offset
by higher residual sharing fees from the managed portfolio.

In 2020, income from our share of affiliates' earnings increased $1.4 million,
driven by higher net disposition gains, including $35.3 million of gains from a
transaction involving the refinancing and sale of a group of aircraft spare
engines. Apart from this, financial results were lower, due to the significant
reduction in global air travel resulting from COVID-19.

In 2019, income from our share of affiliates' earnings increased $34.0 million.
The increase was due to more engines on lease and increased residual realization
at the RRPF affiliates.

Investment Volume

Investment volume was $0.5 million in 2020, compared to no investment in 2019 and $14.1 million in 2018. Portfolio Management's investment volume in 2018 consisted primarily of equity investments in the RRPF affiliates.


                                     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. On December 29, 2020,
GATX acquired Trifleet Leasing Holding B.V. ("Trifleet"), the fourth largest
tank container lessor in the world, for approximately €165 million ($203.2
million) in cash. Financial results for this business will be reported in the
Other segment in our financial statements. See "Note 5. Business Combinations"
in Part II, Item 8 of this Form 10-K for additional information.

The following table shows components of Other for the years ended December 31 (in millions):


                                                   2020         2019        

2018

Selling, general and administrative expense $ 172.0 $ 180.4 $ 182.5 Unallocated interest (expense) income

               (7.7)        (5.8)      

(8.6)

Other expense (income), including eliminations 3.1 3.2

9.5

SG&A, Unallocated Interest and Other

In 2020, SG&A of $172.0 million decreased $8.4 million from 2019. The decrease was largely due to lower employee compensation and discretionary expenses, partially offset by transaction costs associated with the Trifleet acquisition.



In 2019, SG&A of $180.4 million decreased $2.1 million from 2018. The decrease
was primarily due to the absence of accelerated depreciation recorded in 2018
related to the early termination of the corporate headquarters office lease,
partially offset by higher compensation and other employee benefits costs.

Unallocated interest (expense) income (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.

In 2020, other expense (income), including eliminations, was comparable to the prior year.



In 2019, other expense (income), including eliminations, decreased $6.3 million,
driven by lower non-service pension expense. Specifically, certain lump sum
distributions paid to retirees in 2018 triggered a non-recurring adjustment to
pension expense for $2.1 million. In addition, lower provisions recorded for
litigation and environmental accruals contributed to the decrease.

                                       40
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Consolidated Income Taxes



In 2017, the Tax Cuts and Jobs Act (the "Tax Act") made broad and complex
changes to the U.S. federal income tax laws. Additional guidance was issued by
the Internal Revenue Service, the U.S. Department of the Treasury, and state
taxing authorities during 2018 and, as a result, we recorded an adjustment to
our provisional estimates. Specifically, in the fourth quarter of 2018, we
recorded an additional net tax benefit of $16.5 million based on this clarifying
guidance, the filing of our 2017 income tax returns, and the final determination
of our foreign undistributed earnings and associated tax attributes. We do not
expect to record any future material adjustments associated with the Tax Act.
See "Note 14. Income Taxes" in Part II, Item 8 of this Form 10-K for additional
information on income taxes.

                            DISCONTINUED OPERATIONS

Segment Summary



On May 14, 2020, we completed the sale of our ASC business, subject to customary
post-closing adjustments. As a result, ASC is now reported as discontinued
operations, and financial data for the ASC segment has been segregated and
presented as discontinued operations for all periods presented. See "Note 27.
Discontinued Operations" in Part II, Item 8 of this Form 10-K for additional
information. The ASC business comprises the entirety of GATX's discontinued
operations.

We recognized a gain of $3.3 million, net of taxes, in 2020 in connection with this sale.



In 2019, one of ASC's vessels was heavily damaged by fire during winter
maintenance. As a result, the vessel was removed from service and written off.
Upon final assessment of the damage, the vessel was deemed a total loss, and
insurance proceeds of $27.0 million were received, resulting in a net casualty
gain of $10.5 million ($8.1 million net of taxes).

The following table shows the income from discontinued operations, net of taxes (in millions):


                                                                 2020        2019        2018
Discontinued operations, net of taxes
Net (loss) income from discontinued operations, net of taxes   $ (2.2)     $ 30.4      $ 20.8
Gain on sale of discontinued operations, net of taxes             3.3           -           -
Total Discontinued operations, net of taxes                    $  1.1

$ 30.4 $ 20.8

Comparison of Reported Results



In 2020, net loss from discontinued operations, net of taxes, was $2.2 million,
compared to net income of $30.4 million in 2019. The variance was driven by the
timing of the sale of the ASC business in the second quarter of 2020. The net
casualty gain recorded in 2019, noted above, also contributed to the variance.

In 2019, net income from discontinued operations, net of taxes, was $30.4 million, compared to net income of $20.8 million in 2018. The variance was driven by the net casualty gain recorded in 2019, noted above, as well as favorable operating conditions and more efficient fleet performance in 2019.



BALANCE SHEET DISCUSSION

Assets

Total assets were $8.9 billion at December 31, 2020, compared to $8.3 billion at
December 31, 2019. The increase in total assets was primarily driven by an
increase in operating assets at Rail North America and Rail International, the
Trifleet acquisition at Other and higher investment in the RRPF affiliates,
partially offset by a decrease resulting from the sale of ASC.


                                       41
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The following table shows total balance sheet assets by segment as of December
31 (in millions):
                              2020           2019
Rail North America         $ 5,944.4      $ 5,646.7
Rail International           1,851.8        1,486.7
Portfolio Management           706.1          653.7
Other                          435.3          206.9
Discontinued Operations            -          291.1
Total                      $ 8,937.6      $ 8,285.1



Gross Receivables

Receivables of $148.7 million at December 31, 2020 decreased $7.5 million from December 31, 2019, primarily due to the timing of payments by customers.



Allowance for Losses
As of December 31, 2020, allowance for losses totaled $6.5 million, or 8.7% of
rent and other receivables, compared to $6.2 million, or 9.4%, at December 31,
2019. Both balances related entirely to general allowances.

See "Note 19. Allowance for Losses" in Part II, Item 8 of this Form 10-K.

Operating Assets and Facilities



Net operating assets and facilities increased $713.4 million from 2019. The
increase was primarily due to investments of $1,016.8 million, including the
operating assets acquired as part of the Trifleet acquisition, $39.2 million for
the purchase of assets previously leased, and positive foreign exchange rate
effects of $76.7 million, partially offset by depreciation of $336.1 million and
asset dispositions of $90.1 million.

Investments in Affiliated Companies



Investments in affiliated companies increased $72.1 million in 2020 (see table
below). The increase was driven by our share of earnings from the RRPF
affiliates. During 2020, Adler was legally dissolved and final proceeds were
distributed.

The following table shows our investments in affiliated companies by segment as of December 31 (in millions):


                                                2020         2019
                       Rail North America     $     -      $   0.2
                       Portfolio Management     584.7        512.4
                       Total                  $ 584.7      $ 512.6

See "Note 8. Investments in Affiliated Companies" in Part II, Item 8 of this Form 10-K.

Goodwill

Goodwill increased $62.2 million from the prior year. The increase was primarily
driven by the Trifleet acquisition. The remaining changes in goodwill resulted
from fluctuations in foreign currency exchange rates. We tested our goodwill for
impairment in the fourth quarter of 2020, and no impairment was indicated.

See "Note 18. Goodwill" in Part II, Item 8 of this Form 10-K.

Debt

Total debt increased $556.4 million from the prior year. Issuances of long-term debt of $851.8 million were offset by maturities and principal payments of $350.0 million and the effects of foreign exchange rates on foreign debt balances.


                                       42
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The following table shows the details of our long-term debt issuances in 2020 ($ in millions):


              Type of Debt            Term          Interest Rate       

Principal Amount


          Recourse Unsecured      10.0 years      4.00% Fixed          $             500.0
          Recourse Unsecured      2.0 years       0.70% Fixed                        122.2
          Recourse Unsecured      5.0 years       1.13% Fixed                        119.3
          Recourse Unsecured      5.0 years       1.00% Fixed                      110.3
                                                                       $           851.8



As of December 31, 2020, our outstanding debt had a weighted-average remaining
term of 8.1 years and a weighted-average interest rate of 4.04%, compared to 8.7
years and 4.08% at December 31, 2019.

The following table shows the carrying value of our debt and lease obligations by major component as of December 31 (in millions):


                                                                     2020                                  2019
                                                 Secured          Unsecured            Total              Total

Commercial paper and borrowings under bank $ - $ 23.6

         $    23.6          $    15.8
credit facilities
Recourse debt                                         -            5,329.0            5,329.0            4,780.4
Operating lease obligations                       348.6                  -              348.6              429.4
Finance lease obligations                          33.3                  -               33.3                7.9
Total                                          $  381.9          $ 5,352.6          $ 5,734.5          $ 5,233.5

See "Note 9. Debt" in Part II, Item 8 of this Form 10-K.

Equity



Total equity increased $122.3 million in 2020, primarily due to net income of
$151.3 million, $24.4 million of foreign currency translation adjustments due to
the balance sheet effects of a weaker U.S. dollar relative to the foreign
currencies in which our subsidiaries conduct business, primarily the euro,
Canadian dollar, and Polish zloty, $15.3 million from the effects of share-based
compensation, and $6.2 million from the effects of post-retirement benefit plan
adjustments. These increases were offset by dividends of $70.5 million and $4.5
million of net unrealized losses on derivatives.

See "Note 21. Shareholders' Equity" in Part II, Item 8 of this Form 10-K.

CASH FLOW DISCUSSION



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
year to year.

While COVID-19 has negatively impacted all of our business segments, the impact
on our financial results for year ended December 31, 2020 was not significant.
We expect COVID-19 will continue to have negative impacts on our operating and
financial results in future periods, the magnitude and duration of which are
still uncertain. We also expect COVID-19 to have an ongoing negative 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. During the year, we received specific requests from customers for
relief through deferral of lease payments, lease rate reductions, and new car
order postponement. While we have granted certain requests, the impact on our
financial results was limited. We have a strong liquidity position, solid
balance sheet, and access to capital that we expect will enable GATX to
effectively manage through the COVID-19 pandemic. As of December 31, 2020, we
had an unrestricted cash balance of $292.2 million. We also have a $250 million
3-year unsecured revolving credit facility in the U.S. (of which $14.7 million
matures in 2022 and $235.3 million matures in 2023) and a $600 million, 5-year
unsecured credit facility in the U.S. that matures in 2024, both of which were
fully available as of December 31, 2020.

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The following table shows our principal sources and uses of cash from continuing operations for the years ended December 31 (in millions):


                                                                2020                2019                2018
Principal sources of cash
Net cash provided by operating activities                   $    436.8          $    425.8          $    485.2
Portfolio proceeds                                               131.1               250.3               234.4
Other asset sales                                                 26.0                23.0                37.3
Proceeds from sale-leasebacks                                        -                   -                59.1
Proceeds from issuance of debt, commercial paper, and
credit facilities                                              1,592.9               743.0               800.2
Total                                                       $  2,186.8          $  1,442.1          $  1,616.2

Principal uses of cash
Portfolio investments and capital additions                 $ (1,064.0)         $   (722.8)         $   (927.6)
Repayments of debt, commercial paper, and credit facilities   (1,100.0)             (504.6)             (632.8)
Purchases of assets previously leased - investing
activities                                                           -                (1.0)              (66.6)
Purchases of assets previously leased - financing
activities                                                       (40.0)              (11.3)                  -
Stock repurchases                                                    -              (150.0)             (115.5)
Dividends                                                        (71.0)              (69.3)              (69.3)
Total                                                       $ (2,275.0)         $ (1,459.0)         $ (1,811.8)



Additionally, net cash from discontinued operations, including proceeds from the
sale of ASC, was $254.2 million, $(0.1) million, and $0.0 million for the years
ended December 31, 2020, 2019, and 2018.

Net Cash Provided by Operating Activities



Net cash provided by operating activities of $436.8 million increased $11.0
million compared to 2019. Comparability among reporting periods is impacted by
the timing of changes in working capital items. Specifically, lower cash
payments for employee compensation costs, SG&A expenses, and other operating
expenses were partially offset by higher payments for interest expense and
income taxes.

Portfolio Investments and Capital Additions



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 $1,064.0 million increased $341.2
million compared to 2019, primarily due to the Trifleet acquisition of $203.2
million at Other and more railcars acquired at Rail North America. The timing of
investments depends on purchase commitments, transaction opportunities, and
market conditions.

The following table shows portfolio investments and capital additions by segment for the years ended December 31 (in millions):


                          2020          2019         2018
Rail North America     $   642.0      $ 502.2      $ 737.4
Rail International         216.0        215.7        152.7
Portfolio Management         0.5            -         14.1
Other                      205.5          4.9         23.4
Total                  $ 1,064.0      $ 722.8      $ 927.6

Additionally, portfolio investments and capital additions for discontinued operations were $18.2 million, $18.9 million, and $15.8 million for the years ended December 31, 2020, 2019, and 2018.


                                       44
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Portfolio Proceeds



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 $131.1 million for the year ended December 31, 2020
decreased $119.2 million compared to the year ended December 31, 2019, primarily
due to lower proceeds from railcar and locomotive sales at Rail North America.

The following table shows portfolio proceeds for the years ended December 31 (in millions):


                                                              2020         2019         2018
Proceeds from sales of operating assets                     $ 123.6      $ 239.6      $ 217.3
Finance lease rents received, net of earned income              7.0         

8.4 9.7

Capital distributions and proceeds related to affiliates 0.5


 2.3          6.3

Other portfolio proceeds                                          -            -          1.1
Total                                                       $ 131.1      $ 250.3      $ 234.4



Other Investing Activity

The following table shows other investing activity for the years ended December 31 (in millions):


                                               2020        2019        2018
Purchases of assets previously leased (1)    $    -      $ (1.0)     $ (66.6)
Proceeds from sales of other assets (2)        26.0        23.0         37.3
Proceeds from sale-leasebacks (3)                 -           -         59.1
Other                                           2.0         2.7          3.1
Total                                        $ 28.0      $ 24.7      $  32.9


________
(1)   In 2019, we purchased 49 railcars that were previously leased, compared to
3,412 railcars in 2018.
(2)  Proceeds from sales of other assets for all periods were primarily related
to railcar scrapping.
(3)  Rail North America completed sale-leaseback financings for 467 railcars in
2018.

Additionally, other investing activity for discontinued operations was $21.8
million, $27.0 million, and $0.0 million for the years ended December 31, 2020,
2019, and 2018.
                                       45
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Net Cash Provided by (Used in) Financing Activities

The following table shows net cash provided by (used in) financing activities for the years ended December 31 (in millions):


                                                             2020              2019              2018

Net proceeds from issuances of debt (original maturities longer than 90 days)

$ 1,586.5

$ 743.0 $ 693.7 Repayments of debt (original maturities longer than 90 days)

                                                     (1,100.0)           (410.0)           (632.8)

Net increase (decrease) in debt with original maturities of 90 days or less

                                             6.4             (94.6)            106.5
Payments on finance lease obligations                            -                 -              (1.2)
Purchases of assets previously leased (1)                    (40.0)            (11.3)                -
Stock repurchases (2)                                            -            (150.0)           (115.5)
Dividends                                                    (71.0)            (69.3)            (69.3)
Other                                                        (26.3)             59.1               4.7
Total                                                    $   355.6          $   66.9          $  (13.9)


________
(1)   In 2020, we purchased 732 railcars that were previously leased, compared
to 157 railcars in 2019 and no railcars in 2018.
(2)   During 2020, we did not repurchase any shares of common stock, compared to
2.0 million shares of common stock repurchased for $150.0 million in 2019 and
1.5 million shares repurchased for $115.5 million in 2018.

Cash Flows from Discontinued Operations

The following table shows cash flow information for our discontinued operations for the years ended December 31 (in millions):


                                                            2020         2019        2018
Net Cash (Used in) Provided By Operating Activities       $  (8.5)     $ 36.8      $ 23.3
Net Cash Provided By (Used In) Investing Activities         240.9         8.1       (15.8)
Net Cash Provided By (Used In) Financing Activities          21.8       (45.0)       (7.5)
Cash Provided By (Used In) Discontinued Operations, Net   $ 254.2      $ (0.1)     $    -



LIQUIDITY AND CAPITAL RESOURCES

General



We fund our investments and meet our debt, lease, and dividend obligations using
our available cash balances, as well as cash generated from operating
activities, sales of assets, commercial paper issuances, committed revolving
credit facilities, distributions from affiliates, and issuances of secured and
unsecured debt. We primarily use cash from operations to fund daily operations.
We use both domestic and international capital markets and banks to meet our
debt financing needs.

                                       46
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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 December 31, 2020 (in millions):


                                                                                 Payments Due by Period
                                    Total               2021              2022             2023             2024             2025           Thereafter
Recourse debt                    $ 5,358.5          $   600.0          $

372.2 $ 250.0 $ 550.4 $ 544.3 $ 3,041.6 Interest on Recourse debt (1) 1,916.7

              187.2            171.6            159.4            147.1            132.8             1,118.6
Commercial paper and credit
facilities                            23.6               23.6                -                -                -                -                   -
Operating lease obligations          410.4               50.6             49.0             48.0             45.1             37.7               180.0
Finance lease obligations,
including interest                    33.3               33.3                -                -                -                -                   -
Purchase commitments (2)           1,251.8              574.1            337.9            339.8                -                -                   -
Total                            $ 8,994.3          $ 1,468.8          $ 930.7          $ 797.2          $ 742.6          $ 714.8          $  4,340.2


__________
(1)   For floating rate debt, future interest payments are based on the
applicable interest rate as of December 31, 2020.
(2)   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 December 31,
2020, all 8,950 railcars have been ordered and 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 December 31, 2020, 1,891 railcars have been ordered pursuant
to the amended terms of the agreement, of which 1,272 railcars have been
delivered.

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 December 31, 2020,
4,035 railcars have been ordered, of which 2,297 railcars have been delivered.
The agreement also includes an option to order up to an additional 4,400
railcars subject to certain restrictions.
The following table shows our future contractual cash receipts arising from our
direct finance leases and future rental receipts from noncancelable operating
leases as of December 31, 2020 (in millions):
                                                  Contractual Cash Receipts 

by Period


                        Total          2021         2022         2023         2024         2025        Thereafter
Operating leases     $ 2,918.7       $ 925.5      $ 702.7      $ 524.7      $ 357.7      $ 193.1      $     215.0
Finance leases            77.1          16.2         21.8          8.4          9.3          5.8             15.6
Total                $ 2,995.8       $ 941.7      $ 724.5      $ 533.1      $ 367.0      $ 198.9      $     230.6



Our aggregate future contractual cash receipts at December 31, 2020 decreased
$227.7 million compared to December 31, 2019, primarily as a result of lease
receipts in 2020, committed lease receipts associated with railcars sold in the
current year, lower lease rates, and shortened lease terms for new leases and
renewals completed during 2020 on existing railcars in the fleet, partially
offset by the impact of the new railcars added to the fleet.

2021 Liquidity Outlook



In addition to our contractual obligations, expenditures in 2021 may also
include the purchase of railcars that are currently leased and other
discretionary capital spending for opportunistic asset purchases or strategic
investments, including direct investments in aircraft spare engines. We plan to
fund these expenditures in 2021 using available cash at December 31, 2020 in
combination with cash from operations, portfolio proceeds, long-term debt
issuances, and our revolving credit facilities.

                                       47
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Short-Term Borrowings



We primarily use short-term borrowings as a source of working capital and to
temporarily fund differences between our operating cash flows and portfolio
proceeds, and our capital investments and debt maturities. We do not maintain or
target any particular level of short-term borrowings on a permanent basis.
Rather, we will temporarily utilize short-term borrowings at levels we deem
appropriate until we decide to pay down these balances.

The following table shows additional information regarding our short-term
borrowings:
                                                                   North America (1)                                   Europe (2)
                                                        2020            2019             2018            2020             2019            2018
Balance as of December 31 (in millions)                $  -          $     

- $ 100.0 $ 23.6 $ 15.8 $ 10.8 Weighted-average interest rate

                            -  %             -  %           3.0  %          0.9  %           0.7  %          0.6  %
Euro/dollar exchange rate                                  n/a              n/a              n/a         1.23             1.12            1.15

Average daily amount outstanding during year (in
millions)                                              $  -          $  

25.6 $ 3.3 $ 18.5 $ 16.7 $ 3.8 Weighted-average interest rate

                            -  %           2.4  %           3.0  %          0.8  %           0.7  %          0.9  %
Average euro/dollar exchange rate                          n/a              n/a              n/a         1.14             1.12            1.18

Average daily amount outstanding during 4th quarter (in millions)

                                          $  -          $  

47.2 $ 13.0 $ 21.1 $ 19.9 $ 4.2 Weighted-average interest rate

                            -  %           2.1  %           3.0  %          0.9  %           0.7  %          0.8  %
Average euro/dollar exchange rate                          n/a              n/a              n/a         1.19             1.11            1.14

Maximum daily amount outstanding (in millions)         $  -          $ 130.0          $ 100.0          $ 35.8          $ 161.1          $ 84.8
Euro/dollar exchange rate                                  n/a              n/a              n/a         1.18             1.11            1.13


__________
(1)Short-term borrowings in North America are composed of commercial paper
issued in the U.S.
(2)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.,
expiring in May 2024. The credit facility contains two 1-year extension options.
As of December 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. In 2020, we extended the maturity of this facility by one
year from May 2022 to May 2023. This facility also has two one-year extension
options. As of December 31, 2020, the full $250 million was available under this
facility.

Our European subsidiaries have unsecured credit facilities with an aggregate
limit of €35.0 million. As of December 31, 2020, €7.3 million was available
under these credit facilities.

Delayed Draw Term Loan



On December 14, 2020, we executed a delayed draw term loan agreement ("Term
Loan") which provides for a 3-year term loan in the aggregate principal amount
of up to $500 million. Advances may be made from December 14, 2020 through April
17, 2021 pursuant to the terms of the agreement and may not be re-borrowed. The
amounts borrowed under the Term Loan agreement are required to be repaid no
later than December 14, 2023. As of December 31, 2020 the Term Loan had not been
drawn.

Restrictive Covenants

Our credit facility and certain other debt agreements contain various restrictive covenants. See "Note 9. Debt" in Part II, Item 8 of this Form 10-K.


                                       48
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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 December 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.

Shelf Registration Statement



During 2019, we filed an automatic shelf registration statement that enables us
to issue debt securities and pass-through certificates. The registration
statement is effective for three years and does not limit the amount of debt
securities and pass-through certificates we can issue.

Commercial Commitments



We have entered into various commercial commitments, including standby letters
of credit, performance bonds, and guarantees related to certain transactions.
These commercial commitments require us to fulfill specific obligations in the
event of third-party demands. Similar to our balance sheet investments, these
commitments expose us to credit, market, and equipment risk. Accordingly, we
evaluate these commitments and other contingent obligations using techniques
similar to those we use to evaluate funded transactions.

The following table shows our commercial commitments at December 31, 2020 (in millions):


                                                                    Amount 

of Commitment Expiration by Period


                                    Total             2021           2022             2023            2024            2025            Thereafter
Standby letters of credit and
performance bonds               $      9.1          $ 9.1          $    -          $     -          $    -          $    -          $         -
Derivative guarantees                  1.5              -             1.5                -               -               -                    -
Total                           $     10.6          $ 9.1          $  1.5          $     -          $    -          $    -          $         -


We are parties to standby letters of credit and performance bonds, which
primarily relate to contractual obligations and general liability insurance
coverages. No material claims have been made against these obligations, and no
material losses are anticipated. We also guarantee payment by a third party for
final settlement of certain derivatives if they are in a liability position at
expiration. There is no contractual limitation to the maximum payment under the
guarantee, and the amount of the payment is ultimately determined by the value
of the derivative upon final settlement.

Defined Benefit Plan Contributions



In 2020, we contributed $5.8 million to our defined benefit pension plans and
other post-retirement benefit plans. In 2021, we expect to contribute
approximately $5.7 million. As of December 31, 2020, our funded pension plans in
the aggregate were 101.3% funded. Additional contributions will depend primarily
on plan asset investment returns and actuarial experience, and subject to the
impact of these factors, we may make additional material plan contributions.

GATX Common Stock Repurchases



On January 25, 2019, our board of directors ("Board") 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 share repurchases will be dependent on
market conditions and other factors. During 2020, we did not repurchase any
shares under the program, compared to 2.0 million shares repurchased for $150.0
million, excluding commissions, in 2019 and 1.5 million shares repurchased for
$115.4 million, excluding commissions, in 2018. As of December 31, 2020, $150.0
million remained available under the repurchase authorization.

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CRITICAL ACCOUNTING POLICIES AND ESTIMATES



We prepare our consolidated financial statements in conformity with GAAP, which
requires us to use judgment in making estimates and assumptions that affect
reported amounts of assets, liabilities, revenues, and expenses, as well as
information in the related disclosures. We regularly evaluate our estimates and
judgments based on historical experience, market indicators, and other relevant
factors and circumstances. Actual results may differ from these estimates under
different assumptions or conditions.

Operating Assets



We state operating assets, including assets acquired under finance leases, at
cost and depreciate them over their estimated economic useful lives to an
estimated residual value using the straight-line method. We determine the
economic useful life based on our estimate of the period over which the asset
will generate revenue. For the majority of our operating assets, the economic
useful life is greater than 30 years. The residual values are based on
historical experience and economic factors. We periodically review the
appropriateness of our estimates of useful lives and residual values based on
changes in economic circumstances and other factors. Changes in these estimates
would result in a change in future depreciation expense.

Lease Classification



We analyze all new and modified leases to determine whether we should classify
the lease as an operating or finance lease. Our lease classification analysis
relies on certain assumptions that require judgment, such as the asset's fair
value, the asset's estimated residual value, the interest rate implicit in the
lease, and the asset's economic useful life. While most of our leases are
classified as operating leases, changes in the assumptions we use could result
in a different lease classification, which could change the impacts of the lease
transactions on our results of operations and financial position. See "Note 7.
Leases" in Part II, Item 8 of this Form 10-K.

Impairment of Long-Lived Assets



We review long-lived assets, such as operating assets, right-of-use assets, and
facilities, for impairment annually, or whenever circumstances indicate that the
carrying amount of those assets may not be recoverable. We evaluate the
recoverability of assets to be held and used by comparing the carrying amount of
the asset to the undiscounted future net cash flows we expect the asset to
generate. We base estimated future cash flows on a number of assumptions,
including lease rates, lease term (including renewals), freight rates and
volume, operating costs, the life of the asset, and final disposition proceeds.
If we determine an asset is impaired, we recognize an impairment loss equal to
the amount by which the carrying amount exceeds the asset's fair value. We
classify assets we plan to sell or otherwise dispose of as held for sale,
provided they meet specified accounting criteria, and we record those assets at
the lower of their carrying amount or fair value less costs to sell. See "Note
11. Asset Impairments and Assets Held for Sale" in Part II, Item 8 of this Form
10-K.

Impairment of Investments in Affiliated Companies



We review the carrying amount of our investments in affiliates annually, or
whenever circumstances indicate that their value may have declined. If
management determines that indicators of impairment are present for an
investment, we perform an analysis to estimate the fair value of that
investment. Active markets do not typically exist for our affiliate investments
and as a result, we may estimate fair value using a discounted cash flow
analysis at the investee level, price-earnings ratios based on comparable
businesses, or other valuation techniques that are appropriate for the
particular circumstances of the affiliate. For all fair value estimates, we use
observable inputs whenever possible and appropriate.

Once we make an estimate of fair value, we compare the estimate of fair value to
the investment's carrying value. If the investment's estimated fair value is
less than its carrying value, then we consider the investment impaired. If an
investment is impaired, we assess whether the impairment is
other-than-temporary. We consider factors such as the expected operating results
for the near future, the length of the economic life cycle of the underlying
assets of the investee, and our ability to hold the investment through the end
of the underlying assets' useful life to determine if the impairment is
other-than-temporary. We may also consider actions we anticipate the investee
will take to improve its business prospects if it seems probable the investee
will take those actions. If we determine an investment to be only temporarily
impaired, we do not record an impairment loss. Alternatively, if we determine an
impairment is other-than-temporary, we record a loss equal to the difference
between the estimated fair value of the investment and its carrying value. See
"Note 8. Investments in Affiliated Companies" and "Note 11. Asset Impairments
and Assets Held for Sale" in Part II, Item 8 of this Form 10-K.

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Impairment of Goodwill



We review the carrying amount of our goodwill annually, or if circumstances
indicate an impairment may have occurred. We perform the impairment review at
the reporting unit level, which is one level below an operating segment. The
goodwill impairment test performed is a two-tiered approach and requires us to
make certain judgments to determine the assumptions we use in the calculation.
We first complete a qualitative assessment to determine if it is more likely
than not that the fair value of the reporting unit exceeds its carrying value.
If necessary, the fair value is then compared to its carrying value, including
goodwill. When estimating the fair value of the reporting unit, we use a
discounted cash flow model and base our estimates of future cash flows on
revenue and expense forecasts and include assumptions for future growth. We also
consider observable multiples of book value and earnings for companies that we
believe are comparable to the applicable reporting units. If the estimated fair
value is less than the carrying amount, we record an impairment loss for the
difference. See "Note 18. Goodwill" in Part II, Item 8 of this Form 10-K.

Pension and Post-Retirement Benefits Assumptions



We use actuarial assumptions to calculate pension and other post-retirement
benefit obligations and related costs. The discount rate and the expected return
on plan assets are two assumptions that influence the plan expense and liability
measurement. Other assumptions involve demographic factors such as expected
retirement age, mortality, employee turnover, health care cost trends, and the
rate of compensation increases.

We use a discount rate to calculate the present value of expected future pension
and post-retirement cash flows as of the measurement date. The discount rate is
based on yields for high-quality, long-term bonds with durations similar to the
projected benefit obligation. We base the expected long-term rate of return on
plan assets on current and expected asset allocations, as well as historical and
expected returns on various categories of plan assets. We evaluate these
assumptions annually and make adjustments as required in accordance with changes
in underlying market conditions, valuation of plan assets, or demographics.
Changes in these assumptions may increase or decrease periodic benefit plan
expense as well as the carrying value of benefit plan obligations. See "Note 12.
Pension and Other Post-Retirement Benefits" in Part II, Item 8 of this Form
10-K.

Share-Based Compensation



We grant equity awards to certain employees and non-employee directors in the
form of non-qualified stock options, stock appreciation rights, restricted
stock, performance shares, and phantom stock. We recognize compensation expense
for our equity awards over the applicable service period for each award, based
on the award's grant date fair value. We use the Black-Scholes options valuation
model to calculate the grant date fair value of stock options and stock
appreciation rights. This model requires us to make certain assumptions that
affect the amount of compensation expense we will record. The assumptions we use
in the model include the expected stock price volatility (based on the
historical volatility of our stock price), the risk-free interest rate (based on
the treasury yield curve), the expected life of the equity award (based on
historical exercise patterns and post-vesting termination behavior), and the
dividend equivalents we expect to pay during the estimated life of the equity
award since our stock options and stock appreciation rights are dividend
participating. We base the fair value of other equity awards on our stock price
on the grant date. We recognize forfeitures when they occur. See "Note 13.
Share-Based Compensation" in Part II, Item 8 of this Form 10-K.

Income Taxes



Our operations are subject to taxes in the United States, various states, and
foreign countries, and as a result, we may be subject to audit in all of these
jurisdictions. Tax audits may involve complex issues and disagreements with
taxing authorities that could require several years to resolve. GAAP requires
that we presume the relevant tax authority will examine uncertain income tax
positions. We must determine whether, based on the technical merits of our
position, it is more likely than not that our uncertain income tax positions
will be sustained by taxing authorities upon examination, which may include
related appeals or litigation processes. We must then evaluate income tax
positions that meet the "more likely than not" recognition threshold to
determine the probable amount of benefit we would recognize in the financial
statements. Establishing accruals for uncertain tax benefits requires us to make
estimates and assessments with respect to the ultimate outcome of tax audit
issues for amounts recorded in the financial statements. The ultimate resolution
of uncertain tax benefits may differ from our estimates, potentially impacting
our financial position, results of operations, or cash flows.

We evaluate the need for a deferred tax asset valuation allowance by assessing
the likelihood that we will realize tax assets, including net operating loss and
tax credit carryforward benefits. Our assessment of whether a valuation
allowance is required involves judgment, including forecasting future taxable
income and evaluating tax planning initiatives, if applicable.
                                       51
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We expect to continue to reinvest foreign earnings outside the United States
indefinitely. If future earnings are repatriated to the United States, or if we
expect such earnings to be repatriated, a provision for additional taxes may be
required. Under provisions of the Tax Act, the territorial tax system will
generally exempt such repatriated earnings from further United States income
taxation, however, incremental income taxes may occur from withholding taxes,
foreign exchange gains, or other taxable gains recognized in connection with tax
basis differences in our foreign investments. The ultimate tax cost of
repatriating such earnings will depend on tax laws in effect and other
circumstances at that time. See "Note 14. Income Taxes" in Part II, Item 8 of
this Form 10-K.

Business Combinations

We account for business combinations using the acquisition method of accounting,
which requires assets acquired and liabilities assumed be recorded at their
respective fair values as of the acquisition date. The excess consideration paid
over the fair value of the assets acquired and liabilities assumed represents
goodwill. The allocation of the purchase price requires management to make
significant estimates in determining fair values. These estimates can include,
but are not limited to, expected future cash flows, discount rates, and the
expected use of the acquired assets. Transaction costs associated with business
combinations are expensed when incurred. See "Note 5. Business Combinations" in
Part II, Item 8 of this Form 10-K.

NEW ACCOUNTING PRONOUNCEMENTS

See "Note 3. Accounting Changes" in Part II, Item 8 of this Form 10-K for a summary of new accounting pronouncements that may impact our business.

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.


                                       52

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The following tables show our net income, diluted earnings per share, and return
on equity, excluding tax adjustments and other items for the years ended
December 31 (in millions, except per share data):
Impact of Tax Adjustments and Other Items on
Net Income:
                                                  2020             2019             2018             2017              2016
Net income (GAAP)                              $ 151.3          $ 211.2          $ 211.3          $  502.0          $ 257.1
Less: Net income from discontinued operations
(GAAP)                                             1.1             30.4                20.8              34.2              n/a

Net income from continuing operations (GAAP) $ 150.2 $ 180.8

$ 190.5 $ 467.8 $ 257.1



Adjustments attributable to pre-tax income
from continuing operations:
Cost attributable to the closure of a
maintenance facility at Rail International (1)       -                -              9.5                 -                -
Net (gain) loss on wholly owned Portfolio
Management marine investments (2)                    -                -                -              (1.8)             2.5
Railcar impairment at Rail North America (3)         -                -                -                 -             29.8
Residual sharing settlement at Portfolio
Management (4)                                       -                -                -                 -            (49.1)
Total adjustments attributable to pre-tax
income from continuing operations              $     -          $     -          $   9.5          $   (1.8)         $ (16.8)
Income taxes thereon, based on applicable
effective tax rate                             $     -          $     -          $  (3.1)         $    0.7          $   7.2
Other income tax adjustments attributable to
income from continuing operations:
Income tax rate changes (5)                          -             (2.8)               -                 -                -
Impact of the Tax Act (6)                            -                -            (16.7)           (293.2)               -
Foreign tax credit utilization (7)                   -                -             (1.4)                -             (7.1)
Total other income tax adjustments
attributable to income from continuing
operations                                     $     -          $  (2.8)         $ (18.1)         $ (293.2)         $  (7.1)
Adjustments attributable to affiliates'
earnings from continuing operations, net of
taxes:
Net gain loss on Portfolio Management marine
affiliate (2)                                        -                -                -                 -             (0.6)
Income tax rate changes (8)                       12.3                -                -                 -             (3.9)
Total adjustments attributable to affiliates'
earnings, net of taxes                         $  12.3          $     -          $     -          $      -          $  (4.5)
Net income from continuing operations,
excluding tax adjustments and other items
(non-GAAP)                                     $ 162.5          $ 178.0

$ 178.8 $ 173.5 $ 235.9



Adjustments attributable to discontinued
operations, net of taxes:
Net casualty gain at ASC (9)                         -             (8.1)               -                 -                 n/a
Impact of the Tax Act (6)                            -                -              0.2             (22.7)                n/a
Total adjustments attributable to discontinued
operations, net of taxes                       $     -          $  (8.1)         $   0.2          $  (22.7)                n/a
Net income from discontinued operations,
excluding tax adjustments and other items
(non-GAAP)                                     $   1.1          $  22.3          $  21.0          $   11.5                 n/a

Net income from consolidated operations,
excluding tax adjustments and other items
(non-GAAP)                                     $ 163.6          $ 200.3          $ 199.8          $  185.0          $ 235.9






                                       53

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Impact of Tax Adjustments and Other Items on Diluted Earnings per Share:


                                                 2020            2019            2018             2017            2016
Diluted earnings per share from consolidated
operations (GAAP)                              $ 4.27          $ 5.81          $ 5.52          $ 12.75          $ 6.29
Less: Diluted earnings per share from
discontinued operations (GAAP)                      0.03            0.84            0.54             0.87             n/a
Diluted earnings per share from continuing
operations (GAAP)                              $ 4.24          $ 4.97

$ 4.98 $ 11.88 $ 6.29



Adjustments attributable to income from continuing operations, net of taxes:
Cost attributable to the closure of a
maintenance facility at Rail International (1)      -               -            0.17                -               -
Net (gain) loss on wholly owned Portfolio
Management marine investments (2)                   -               -               -            (0.03)           0.04
Railcar impairment at Rail North America (3)        -               -               -                -            0.47
Residual sharing settlement at Portfolio
Management (4)                                      -               -               -                -           (0.74)
 Income tax rate changes (5)                        -           (0.08)              -                -               -
 Impact of the Tax Act (6)                          -               -           (0.44)           (7.44)              -
 Foreign tax credit utilization (7)                 -               -           (0.04)               -           (0.17)
Adjustments attributable to affiliates'
earnings from continuing operations, net of
taxes:
Net gain on wholly owned Portfolio Management
marine investments (2)                              -               -               -                -           (0.02)
 Income tax rate changes (8)                     0.35               -               -                -           (0.10)
Diluted earnings per share from continuing
operations, excluding tax adjustments and
other items (non-GAAP) *                       $ 4.59          $ 4.89

$ 4.67 $ 4.41 $ 5.77



Adjustments attributable to discontinued
operations, net of taxes:
Net casualty gain at ASC (9)                        -           (0.22)              -                -                n/a
Impact of the Tax Act (6)                           -               -            0.01            (0.58)               n/a
Diluted earnings per share from discontinued
operations, excluding tax adjustments and
other items (non-GAAP)                         $ 0.03          $ 0.62          $ 0.55          $  0.29                n/a
Diluted earnings per share from consolidated
operations, excluding tax adjustments and
other items (non-GAAP) *                       $ 4.62          $ 5.51

$ 5.22 $ 4.70 $ 5.77

*bSum of individual components may not be additive due to rounding.



Note: The information for 2016 in the tables above has not been recast for
discontinued operations presentation.
_______
(1)  Expenses related to the closure of a maintenance facility.
(2)  In 2015, we made the decision to exit the majority of our non-core, marine
investments within our Portfolio Management segment. As a result, we recorded
gains and losses associated with the impairments and sales of certain
investments.
(3)  Impairment losses related specifically to certain railcars in flammable
service that we believe have been permanently and negatively impacted by
regulatory changes.
(4)  Income recognized from the settlement of a residual sharing agreement
related to a residual guarantee we provided on certain rail assets.
(5)  Deferred income tax adjustment due to a reduction of the corporate income
tax rate enacted in Alberta, Canada in 2019.
(6)  Amounts attributable to the impact of corporate income tax changes enacted
by the Tax Act.
(7)  Benefits attributable to the utilization of foreign tax credits.
(8)  Deferred income tax adjustments due to the elimination of a previously
announced corporate income tax rate reduction in the United Kingdom in 2020 and
an enacted statutory rate decrease in the United Kingdom in 2016.
(9)  Net casualty gain attributable to insurance recovery for a vessel at ASC.

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                                                      2020               2019               2018               2017               2016
Return on Equity (GAAP)                                 8.0  %            11.7  %            11.8  %            32.0  %            19.6  %
Return on Equity, excluding tax adjustments and
other items (non-GAAP) (1)                             10.5  %            13.5  %            13.6  %            13.1  %            18.0  %


_______

(1) Shareholders' equity used in this calculation excludes the increases resulting from the impact of the Tax Act, as described above.

Balance Sheet Measures



A portion of our North American railcar fleet is financed through
sale-leasebacks that are accounted for as operating leases. Prior to 2019, these
railcar assets were not recorded on the balance sheet. Under the new lease
accounting standard adopted on January 1, 2019, GATX records these railcar
operating leases on the balance sheet as right-of-use assets with corresponding
amounts for operating lease liabilities. Similarly, ASC's fleet previously
included vessels that were accounted for as operating leases and were not
recorded on the balance sheet.

Prior to 2019, we reported total on- and off-balance sheet assets in our
calculation of total assets (as adjusted) because we believed it provided
investors a more comprehensive representation of the magnitude of the assets we
operated and that drove our financial performance. In addition, this calculation
of total assets (as adjusted) provided consistency with other non-financial
information we disclosed about our fleet, including the number of railcars in
the fleet, average number of cars on lease, and utilization. We also provided
information regarding our leverage ratios, which are expressed as a ratio of
debt (including off-balance sheet debt) to equity. The off-balance sheet debt
amount in this calculation was the equivalent of the off-balance sheet asset
amount. We believe reporting this corresponding off-balance sheet debt amount
provided investors and other users of our financial statements with a more
comprehensive representation of our debt obligations, leverage, and capital
structure. Because the railcar operating lease assets and associated liabilities
are now recorded on the balance sheet, beginning in 2019, the prior non-GAAP
measure is no longer necessary in order to convey the full magnitude of our
asset base.

The following table shows total assets as of December 31 (in millions):


                                                  2020               2019               2018               2017               2016
Total assets (GAAP)                           $ 8,937.6          $ 8,285.1

$ 7,616.7 $ 7,422.4 $ 7,105.4 Off-balance sheet assets (1): Rail North America

                                    -                  -              430.2              435.7              456.5
Discontinued operations                               -                  -                  -                  -                2.6
Total off-balance sheet assets                $       -          $       -  

$ 430.2 $ 435.7 $ 459.1 Total assets, as adjusted (non-GAAP) $ 8,937.6 $ 8,285.1

$ 8,046.9 $ 7,858.1 $ 7,564.5



Shareholders' Equity (GAAP)                   $ 1,957.4          $ 1,835.1

$ 1,788.1 $ 1,792.7 $ 1,347.2

_______

(1) Off-balance sheet assets apply to each of the years 2018 and prior. In accordance with the new lease accounting standard, off-balance sheet assets are no longer applicable beginning in 2019.


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The following table shows the components of recourse leverage as of December 31 (in millions, except recourse leverage ratio):


                                                  2020               2019               2018               2017               2016
Debt and lease obligations, net of
unrestricted cash:
Unrestricted cash                             $  (292.2)         $  (151.0)

$ (100.2) $ (296.5) $ (307.5) Commercial paper and bank credit facilities 23.6

               15.8              110.8                4.3                3.8
Recourse debt                                   5,329.0            4,780.4            4,429.7            4,371.7            4,253.2
Nonrecourse debt                                      -                  -                  -                  -                  -
Operating lease obligations                       348.6              432.3                  -                  -                  -
Finance lease obligations                          33.3                7.9               11.3               12.5               14.9
Total debt and lease obligations, net of        5,442.3            5,085.4            4,451.6            4,092.0            3,964.4
unrestricted cash (GAAP)
Off-balance sheet recourse debt (1)                   -                  -              430.2              435.7              459.1
Total debt and lease obligations, net of
unrestricted cash, as adjusted (non-GAAP)     $ 5,442.3          $ 5,085.4          $ 4,881.8          $ 4,527.7          $ 4,423.5

Total recourse debt (2)                       $ 5,442.3          $ 5,085.4          $ 4,881.8          $ 4,527.7          $ 4,423.5
Shareholders' Equity (3)                      $ 1,957.4          $ 1,835.1          $ 1,788.1          $ 1,792.7          $ 1,347.2
Recourse Leverage (4)                               2.8                2.8                2.7                2.5                3.3


________
(1)   Off-balance sheet recourse debt applies to each of the years 2018 and
prior. In accordance with the new lease accounting standard, off-balance sheet
recourse debt is no longer applicable beginning in 2019.
(2)  Includes on- and off-balance sheet recourse debt, commercial paper and bank
credit facilities, and operating and finance lease obligations, net of
unrestricted cash.
(3)  Balances for 2020, 2019, 2018 and 2017 reflect increases in shareholders'
equity resulting from the impact of the Tax Act.
(4)  Calculated as total recourse debt / shareholder's equity. The reduction in
recourse leverage beginning with 2017 is due to the increase in shareholders'
equity resulting from the impact of the Tax Act.

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