Bond GAX 3.85% ( US361448AZ62 ) in USD

GAX

100 % ▲

United States

US361448AZ62 ( in USD )

3.85% per year ( payment 2 times a year)

30/03/2027

Prospectus brochure of the bond GATX US361448AZ62 en USD 3.85%, maturity 30/03/2027

1 000 USD

300 000 000 USD

361448AZ6

BBB ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

30/03/2026 ( In 171 days )

GATX Corporation is a global leader in leasing and management of transportation equipment, including railcars, tank containers, and marine barges.

GATX issued a USD 300,000,000 3.85% bond (ISIN: US361448AZ62, CUSIP: 361448AZ6) maturing on March 30, 2027, with a minimum purchase size of 1,000, currently trading at 100% of par, rated BBB by S&P and Baa2 by Moody's, paying semi-annually.

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424B5 1 d272083d424b5.htm 424B5
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration No. 333-213160
CALCULATION OF REGISTRATION FEE

Proposed
Maximum
Proposed
Amount
Aggregate
Maximum
Title of Each Class of
to be
Offering Price
Aggregate
Amount of
Securities to be Registered

Registered

Per Note

Offering Price
Registration Fee(1)
3.850% Senior Notes due 2027

$300,000,000

99.744%

$299,232,000

$34,681

(1)
The filing fee is calculated in accordance with Rules 457(o) and 457(r) of the Securities Act of 1933, as amended (the "Act"). In accordance
with Rules 456(b) and 457(r) of the Act, the registrant initially deferred payment of all of the registration fee for Registration Statement No.
333-213160 filed by the registrant on August 16, 2016.
Table of Contents

Prospectus Supplement
February 6, 2017
(To Prospectus dated August 16, 2016)
$300,000,000

GATX Corporation
3.850% Senior Notes due 2027

We are offering for sale $300,000,000 aggregate principal amount of 3.850% senior notes due 2027 (the "notes"). The notes will bear interest at
the rate of 3.850% per year. Interest on the notes is payable on March 30 and September 30 of each year, beginning on September 30, 2017. The
notes will mature on March 30, 2027.
We may redeem some or all of the notes at our option at any time prior to maturity at the redemption prices described under the caption
"Description of Notes--Optional Redemption" in this prospectus supplement. If we experience a change of control repurchase event, we may be
required to offer to purchase the notes from holders at a purchase price described under the caption "Description of Notes--Repurchase Upon
Change of Control Repurchase Event" in this prospectus supplement.
The notes will be senior obligations of our company and will rank equally with all of our other unsecured senior indebtedness from time to time
outstanding.
We do not intend to make application to list the notes on any national securities exchange or to include them in any automated quotation system.
See "Risk Factors" beginning on page S-1 of this prospectus supplement for a discussion of certain risk factors
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that prospective investors should consider before investing in the notes.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

Per

Note

Total

Public offering price(1)

99.744%
$299,232,000
Underwriting discount

0.650%
$
1,950,000
Proceeds to GATX Corporation (before expenses)(1)

99.094%
$297,282,000

(1)
Plus accrued interest from February 9, 2017, if settlement occurs after that date.
The underwriters expect to deliver the notes to purchasers through the book-entry facilities of The Depository Trust Company against payment in
New York, New York on or about February 9, 2017.
Joint Book-Running Managers

BofA Merrill Lynch

Citigroup

Morgan Stanley
Senior Co-Manager
US Bancorp
Co-Managers

BMO Capital Markets

KeyBanc Capital Markets

Loop Capital Markets
Mizuho Securities

PNC Capital Markets LLC

The Williams Capital Group, L.P.
BNY Mellon Capital Markets, LLC

MUFG
Table of Contents
You should rely only on the information contained in this prospectus supplement, the accompanying prospectus and the documents we
have incorporated by reference. We have not, and the underwriters have not, authorized anyone to provide you with different information.
We are not, and the underwriters are not, making an offer of the notes in any jurisdiction where the offer or sale is not permitted. You
should not assume that the information contained in this prospectus supplement, the accompanying prospectus or the information we have
previously filed with the Securities and Exchange Commission that we incorporate by reference is accurate as of any date other than their
respective dates. If information in this prospectus supplement updates information in the accompanying prospectus, the information in the
prospectus supplement will apply and will supersede that information in the accompanying prospectus.
TABLE OF CONTENTS

Page
Prospectus Supplement

Risk Factors
S-1
Recent Developments
S-2
Use of Proceeds
S-3
Ratio of Earnings to Fixed Charges
S-3
Forward-Looking Statements
S-4
Description of Notes
S-6
Underwriting
S-10
Legal Opinions
S-12
Experts
S-12
Documents Incorporated By Reference
S-12
Prospectus

About This Prospectus

1
Disclosure Regarding Forward-Looking Statements

1
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GATX Corporation

3
Ratio of Earnings to Fixed Charges

4
Use of Proceeds

4
Description of Debt Securities

5
Concerning the Trustee

14
Plan of Distribution

15
Legal Opinions

16
Experts

16
Where You Can Find More Information

16
Documents Incorporated By Reference

17
In this prospectus supplement, unless the context requires otherwise, "GATX Corporation," "we," "us," "our" and "the Company" refer to
GATX Corporation and its consolidated subsidiaries.

S-i
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RISK FACTORS
You should consider carefully the following risks, together with the other information included or incorporated by reference in this prospectus,
before making a decision to participate in an offering for the sale of the notes. We cannot assure you that any of the events discussed in the risk
factors below will not occur. If they do, our business, financial condition or results of operations could be materially and adversely affected. In
such case, the trading price of our securities, including the notes, could decline, and you might lose all or part of your investment.
Risks Relating to our Business
See the risk factors set forth in GATX's Annual Report on Form 10-K for the year ended December 31, 2015 (the "Annual Report"), beginning on
page 14, for a discussion of certain material risks relating to our businesses.
Risks Relating to the Notes
The notes are effectively subordinated to our secured indebtedness and the existing and future liabilities of our subsidiaries.
The notes are our senior unsecured obligations and will rank equal in right of payment to our other senior unsecured debt from time to time
outstanding. The notes are not secured by any of our assets. Any claims of secured lenders with respect to assets securing their loans will be prior
to any claim of the holders of the notes with respect to those assets.
Our subsidiaries are separate and distinct legal entities from us. Our subsidiaries have no obligation to pay any amounts due on the notes or to
provide us with funds to meet our payment obligations on the notes, whether in the form of dividends, distributions, loans or other payments. In
addition, any payment of dividends, loans or advances by our subsidiaries could be subject to statutory or contractual restrictions. Payments to us
by our subsidiaries will also be contingent upon the subsidiaries' earnings and other business considerations. Our right to receive any assets of any
of our subsidiaries upon their bankruptcy, liquidation or reorganization, and therefore the right of the holders of the notes to participate in those
assets, will be effectively subordinated to the claims of that subsidiary's creditors, including trade creditors. In addition, even if we are a creditor of
any of our subsidiaries, our right as a creditor would be subordinate to any security interest in the assets of our subsidiaries and any indebtedness of
our subsidiaries senior to that held by us.
The indenture does not restrict the amount of additional debt that we may incur.
The notes and indenture under which the notes will be issued do not place any limitation on the amount of unsecured debt that may be incurred by
us. Our incurrence of additional debt may have important consequences for you as a holder of the notes, including making it more difficult for us to
satisfy our obligations with respect to the notes, a loss in the trading value of your notes, if any, and a risk that the credit rating of the notes is
lowered or withdrawn.
If an active trading market does not develop for the notes, you may be unable to sell your notes or to sell your notes at a price that you deem
sufficient.
The notes are a new issue of securities for which there currently is no established trading market. We do not intend to list the notes on a national
securities exchange. While the underwriters of the notes have advised us that they intend to make a market in the notes, the underwriters will not
be obligated to do so and may stop their market-making at any time. We cannot assure you:
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· that a market for the notes will develop or continue;

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

S-1
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· as to your ability to sell any notes you may own or the price at which you may be able to sell your notes.
We may not be able to repurchase the notes upon a change of control.
Upon the occurrence of specific kinds of change of control events, unless we have exercised our right to redeem the notes, each holder of notes
will have the right to require us to repurchase all or any part of such holder's notes at a price equal to 101% of their principal amount, plus accrued
and unpaid interest, if any, to the date of purchase. If we experience a Change of Control Repurchase Event (as defined in "Description of Notes--
Repurchase Upon Change of Control Repurchase Event"), there can be no assurance that we would have sufficient financial resources available to
satisfy our obligations to repurchase the notes. Our failure to purchase the notes as required under the indenture governing the notes would result in
a default under the indenture, which could have material adverse consequences for us and the holders of the notes. See "Description of Notes--
Repurchase Upon Change of Control Repurchase Event."
RECENT DEVELOPMENTS
On January 19, 2017, we publicly announced our results of operations for the fourth quarter and full-year of 2016. We announced total revenues
for the quarter ended December 31, 2016 of $362.1 million compared to $378.7 million for the quarter ended December 31, 2015, and total
revenues for the full year 2016 of $1,418.3 million compared to $1.449.9 million for the full year 2015. We announced net income for the quarter
ended December 31, 2016 of $30.9 million, or $0.77 per diluted share, compared to $58.2 million, or $1.37 per diluted share, for the quarter ended
December 31, 2015, and net income for the full year 2016 of $257.1 million, or $6.29 per diluted share, compared to $205.3 million, or $4.69 per
diluted share, for the full year 2015. In addition, we announced total assets at December 31, 2016 of $7,105.4 million, compared to $6,894.2
million at December 31, 2015, total liabilities at December 31, 2016 of $5,758.2 million, compared to $5,614.0 million at December 31, 2015, and
total shareholders' equity at December 31, 2016 of $1,347.2 million, compared to $1,280.2 million at December 31, 2015.

S-2
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USE OF PROCEEDS
The net proceeds to us from the sale of the notes offered by this prospectus supplement are expected to be approximately $296.7 million. We
intend to use these net proceeds for (i) repayment of the $300 million aggregate principal amount outstanding of our 1.250% Senior Notes due
March 4, 2017 and (ii) for general corporate purposes, including working capital and capital expenditures.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of earnings to fixed charges for each of the periods indicated.

Nine Months
Year Ended December 31,

Ended
September 30,

2016

2015
2014
2013
2012
2011
Ratio of earnings to fixed charges(a)

3.23x 2.58x 2.31x 1.86x 1.79x 1.59x

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

S-3
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Table of Contents
FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents we incorporate by reference may contain statements that may
constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and are subject to the safe harbor provisions of those
sections and the Private Securities Litigation Reform Act of 1995. Forward-looking statements refer to information that is not purely historical and
includes statements that reflect our current views with respect to, among other things, future events, financial performance and market conditions.
In some cases, you can identify forward-looking statements by the use of words such as "may," "could," "expect," "intend," "plan," "seek,"
"anticipate," "believe," "estimate," "predict," "potential," "continue,", "likely," "will," "would" and variations of these terms and similar
expressions, or the negative of these terms or similar expressions. Investors are cautioned that any such forward-looking statements are not
guarantees of future performance and involve risks and uncertainties that could cause actual results or developments to differ materially from the
forward-looking statements. These statements may appear throughout this prospectus supplement, the accompanying prospectus and the documents
we incorporate by reference, including without limitation, in the sections entitled "Business", "Risk Factors" and "Management's Discussion and
Analysis" in our Annual Report on Form 10-K for the year ended December 31, 2015.
A detailed discussion of the known material risks and uncertainties that could cause actual results and events to differ materially from such
forward-looking statements is included in the section entitled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31,
2015 and in our other filings with the Securities and Exchange Commission (the "SEC").
Specific risks and uncertainties include, but are not limited to,

· inability to maintain our assets on lease at satisfactory rates;

· weak economic conditions, financial market volatility, and other factors that may decrease demand for our assets and services;

· decreased demand for portions of our railcar fleet due to adverse changes in commodity prices, including, but not limited to, sustained

low crude oil prices;

· events having an adverse impact on assets, customers, or regions where we have a large investment;

· operational disruption and increased costs associated with increased railcar assignments following non-renewal of leases, compliance

maintenance programs, and other maintenance initiatives;

· financial and operational risks associated with long-term railcar purchase commitments;

· reduced opportunities to generate asset remarketing income;

· changes in railroad efficiency that could decrease demand for railcars;

· operational and financial risks related to our affiliate investments, including the Rolls-Royce & Partners Finance affiliates;

· fluctuations in foreign exchange rates;

· failure to successfully negotiate collective bargaining agreements with the unions representing a substantial portion of our employees;

· the impact of new regulatory requirements for tank cars carrying crude, ethanol, and other flammable liquids;

· deterioration of conditions in the capital markets, reductions in our credit ratings, or increases in our financing costs;

S-4
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· asset impairment charges we may be required to recognize;

· competitive factors in our primary markets;

· risks related to international operations and expansion into new geographic markets;

· exposure to damages, fines, and civil and criminal penalties arising from a negative outcome in our pending or threatened litigation;

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· changes in or failure to comply with laws, rules, and regulations;

· inability to obtain cost-effective insurance;

· environmental remediation costs; and

· inadequate allowances to cover credit losses in our portfolio.
Given these risks and uncertainties, readers are cautioned not to place undue reliance on these forward-looking statements, which reflect
management's analysis, judgment, belief or expectation only as of the date hereof. We have based these forward-looking statements on information
currently available and disclaim any intention or obligation to update or revise these forward-looking statements to reflect subsequent events or
circumstances.

S-5
Table of Contents
DESCRIPTION OF NOTES
The following description of the particular terms of the notes offered by this prospectus supplement supplements, and to the extent inconsistent
replaces, the description of the general terms and provisions of the debt securities under "Description of Debt Securities" in the accompanying
prospectus.
General
The notes will initially be limited in aggregate principal amount to $300,000,000.
The notes will be senior securities as described in the accompanying prospectus. We will issue the notes under an indenture dated as of February 6,
2008 (the "Indenture") between us and U.S. Bank National Association, as Trustee. The Indenture does not limit the amount of additional
unsecured indebtedness ranking equally and ratably with the notes that we may incur. We may, from time to time, without the consent of the
holders of the notes, issue notes under the Indenture in addition, and with identical terms, to the notes offered by this prospectus supplement. The
statements in this prospectus supplement concerning the notes and the Indenture are not complete and you should refer to the provisions in the
Indenture, which are controlling. Whenever we refer to provisions of the Indenture, those provisions are incorporated in this prospectus supplement
by reference as a part of the statements we are making, and the statements are qualified in their entirety by these references.
Maturity
The notes will mature on March 30, 2027.
Interest
The notes will bear interest at the rate of 3.850% per year. Interest on the notes will accrue from and including February 9, 2017. We will pay
interest on the notes on March 30 and September 30 of each year to the person in whose name such note is registered at the close of business on the
preceding March 15 or September 15, respectively, except that the interest payable on the maturity date, or, if applicable, upon redemption, will be
payable to the person to whom the principal on the note is payable. We will make the first interest payment on the notes on September 30, 2017.
Interest on the notes will be computed on the basis of a 360-day year of twelve 30-day months. Payments of interest and principal will be made in
United States dollars.
Ranking
The notes will be senior obligations of our company and will rank equally with all of our other unsecured senior indebtedness.
Denominations
The authorized denominations of the notes will be $1,000 or any amount in excess of $1,000 which is an integral multiple of $1,000. No service
charge will be made for any registration of transfer or exchange of the notes, but we may require payment of a sum sufficient to cover any tax or
other governmental charges that may be imposed in connection with the transaction.

S-6
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Optional Redemption
The notes will be redeemable, in whole at any time or in part from time to time, at our option at a redemption price equal to the greater of:

(i)
100% of the principal amount of the notes to be redeemed; and

(ii)
the sum of the present values of the remaining scheduled payments of principal and interest on the notes (exclusive of interest accrued

to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Adjusted Treasury Rate (as defined below), plus 25 basis points.
Notwithstanding the foregoing, if the notes are redeemed on or after December 30, 2026, the redemption price will be 100% of the principal
amount of the notes to be redeemed.
In such case, GATX Corporation will pay accrued and unpaid interest on the principal amount being redeemed to the date of redemption, all as
certified to the Trustee by the Quotation Agent.
"Adjusted Treasury Rate" means, with respect to any redemption date, the rate per year equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for the redemption date.
"Business Day" means any day other than a Saturday or Sunday and other than a day on which banking institutions in Chicago, Illinois, Hartford,
Connecticut or New York, New York, are authorized or obligated by law or executive order to close.
"Comparable Treasury Issue" means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the
remaining term of the notes to be redeemed that would be used, at the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the remaining term of such notes.
"Comparable Treasury Price" means, with respect to any redemption date, the average of the Reference Treasury Dealer Quotations for that
redemption date.
"Quotation Agent" means any of the Reference Treasury Dealers appointed by us, as certified to the Trustee by us.
"Reference Treasury Dealer" means each of (i) Citigroup Global Markets Inc. and (ii) Merrill Lynch, Pierce, Fenner & Smith Incorporated and
their respective successors; provided, in each case, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in
New York City (a "Primary Treasury Dealer"), we will substitute for it another nationally recognized investment bank that is a Primary Treasury
Dealer.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as
determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Quotation Agent at 5:00 p.m., New York City time, on the third Business Day preceding such
redemption date.
We will provide notice of a redemption to holders of notes at least 30 and not more than 60 days prior to the date fixed for redemption. If fewer
than all of the notes are to be redeemed, the trustee will select, not more than 60 days prior to the redemption date, the particular notes or portions
thereof for redemption from the outstanding notes not previously called by such method as the trustee deems fair and appropriate.

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Repurchase Upon Change of Control Repurchase Event
Upon the occurrence of a Change of Control Repurchase Event, unless we have exercised our right to redeem the notes as described under "--
Optional Redemption," the Indenture provides that each holder of notes will have the right to require us to purchase all or a portion of such holder's
notes pursuant to the offer described below (the "Change of Control Offer"), at a purchase price equal to 101% of the principal amount thereof plus
accrued and unpaid interest, if any, to the date of purchase, subject to the rights of holders of notes on the relevant record date to receive interest
due on the relevant interest payment date.
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Within 30 days following the date upon which the Change of Control Repurchase Event occurred, or at our option, prior to any Change of Control
but after the public announcement of the pending Change of Control, we will be required to provide a notice to each holder of notes, with a copy to
the trustee, which notice will govern the terms of the Change of Control Offer. Such notice will state, among other things, the purchase date, which
must be no earlier than 30 days nor later than 60 days from the date such notice is provided, other than as may be required by law (the "Change of
Control Payment Date"). The notice, if provided prior to the date of consummation of the Change of Control, will state that the Change of Control
Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date.
Holders of notes electing to have notes purchased pursuant to a Change of Control Offer will be required to surrender their notes, with the form
entitled "Option of Holder to Elect Purchase" on the reverse of the note completed, to the paying agent at the address specified in the notice, or
transfer their notes to the paying agent by book-entry transfer pursuant to the applicable procedures of the paying agent, prior to the close of
business on the third Business Day prior to the Change of Control Payment Date.
We will not be required to make a Change of Control Offer if a third party makes such an offer in the manner, at the times and otherwise in
compliance with the requirements for such an offer made by us and such third party purchases all notes properly tendered and not withdrawn under
its offer.
"Below Investment Grade Rating Event" means the rating on the notes is lowered by each of the Rating Agencies and the notes are rated Below
Investment Grade by each of the Rating Agencies on any date from the date of the public notice of an arrangement that could result in a Change of
Control until the end of the 60-day period following public notice of the occurrence of a Change of Control (which period shall be extended so long
as the rating of the notes is under publicly announced consideration for possible downgrade by any of the Rating Agencies); provided that a Below
Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a
particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of
Control Repurchase Event hereunder) if any of the Rating Agencies making the reduction in rating to which this definition would otherwise apply
does not announce or publicly confirm or inform the trustee in writing at its request that the reduction was the result, in whole or in part, of any
event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable
Change of Control shall have occurred at the time of the Below Investment Grade Rating Event).
"Change of Control" means the occurrence of any one of the following:

· the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a

series of related transactions, of all or substantially all of the assets of the Company and its subsidiaries taken as a whole to any
"person" (as that term is used in Section 13(d)(3) of the Exchange Act) other than to the Company or one of its subsidiaries;

· the consummation of any transaction (including without limitation, any merger or consolidation) the result of which is that any "person"
(as that term is used in Section 13(d)(3) of the Exchange Act) becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5

under the Exchange Act), directly or indirectly, of more than 50% of the outstanding Voting Stock of the Company, measured by voting
power rather than number of shares;

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· we consolidate with, or merge with or into, any Person, or any Person consolidates with, or merges with or into, us, in any such event
pursuant to a transaction in which any of our outstanding Voting Stock or that of such other Person is converted into or exchanged for

cash, securities or other property, other than any such transaction where the shares of our Voting Stock outstanding immediately prior
to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving Person
immediately after giving effect to such transaction;

· the first day on which the majority of the members of our board of directors cease to be Continuing Directors; or

· the adoption of a plan relating to our liquidation or dissolution.
"Change of Control Repurchase Event" means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.
"Continuing Director" means, as of any date of determination, any member of our board of directors who:

· was a member of our board of directors on the date of the Indenture; or

· was nominated for election or elected to our board of directors with the approval of a majority of the Continuing Directors who were

members of such board of directors at the time of such nomination or election.
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"Investment Grade" means a rating of Baa3 or better by Moody's (or its equivalent under any successor rating category of Moody's); and a rating
of BBB- or better by S&P (or its equivalent under any successor rating category of S&P).
"Moody's" means Moody's Investors Service, Inc., a subsidiary of Moody's Corporation, and its successors.
"S&P" means Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors.
"Rating Agency" means each of Moody's and S&P; provided, that if either of Moody's or S&P ceases to provide rating services to issuers or
investors, we may appoint a replacement for such Rating Agency that is reasonably acceptable to the trustee under the Indenture.
"Voting Stock" of any specified Person as of any date means the capital stock of such Person that is at the time entitled to vote generally in the
election of the board of directors of such Person.
Discharge, Defeasance and Covenant Defeasance
The notes are not subject to defeasance or covenant defeasance.
Registration, Transfer and Exchange
We appointed the Trustee as securities registrar for the purpose of registering the notes and transfers and exchanges of the notes and, subject to the
terms of the Indenture, the notes may be presented for registration of transfer and exchange at the offices of the Trustee.

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UNDERWRITING
Under the terms and subject to the conditions contained in an underwriting agreement with respect to the notes dated the date of this prospectus
supplement, the underwriters named below, for whom Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated are
acting as representatives, have severally agreed to purchase, and we have agreed to sell to them, severally, the principal amount of notes indicated
in the following table:

Principal Amount
Underwriters

of Notes

Citigroup Global Markets Inc.

$
90,000,000
Merrill Lynch, Pierce, Fenner & Smith

Incorporated

90,000,000
Morgan Stanley & Co. LLC

40,500,000
U.S. Bancorp Investments, Inc.

15,000,000
BMO Capital Markets Corp.

9,000,000
KeyBanc Capital Markets Inc.

9,000,000
Loop Capital Markets LLC

9,000,000
Mizuho Securities USA Inc.

9,000,000
PNC Capital Markets LLC

9,000,000
The Williams Capital Group, L.P.

9,000,000
BNY Mellon Capital Markets, LLC

6,000,000
MUFG Securities Americas Inc.

4,500,000

Total

$
300,000,000

The underwriters are offering the notes subject to their acceptance of the notes from us and subject to prior sale. The underwriting agreement
provides that the obligations of the several underwriters to pay for and accept delivery of the notes offered by this prospectus supplement are
subject to the approval of certain legal matters by their counsel and to certain other conditions. The underwriters are obligated to take and pay for
all of the notes offered by this prospectus supplement if any are taken.
Notes sold by the underwriters to the public will initially be offered at the initial public offering prices set forth on the cover page of this prospectus
supplement. Any notes sold by the underwriters to securities dealers may be sold at a discount from the initial public offering price of up to
0.400% of the principal amount of the notes. Any such securities dealers may resell any notes purchased from the underwriters to certain other
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424B5
brokers or dealers at a discount from the initial public offering price of up to 0.250% of the principal amount of the notes. After the initial public
offering of the notes, the offering price and other selling terms may from time to time be varied by the representatives.
The following table shows the underwriting discount that we are to pay to the underwriters in connection with this offering (expressed as a
percentage of the principal amount of the notes):

Paid by GATX

Corporation
Per Note

0.650%
In order to facilitate the offering of the notes, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the prices of
the notes. Specifically, the underwriters may over-allot in connection with the offering, creating a short position in the notes for their own account.
In addition, to cover overallotments or to stabilize the prices of the notes, the underwriters may bid for, and purchase, notes on the open market.
Finally, the underwriters may reclaim selling concessions allowed to an underwriter or a dealer for distributing the notes

S-10
Table of Contents
in the offering, if the underwriters repurchase previously distributed notes in transactions to cover syndicate short positions, in stabilization
transactions or otherwise. Any of these activities may stabilize or maintain the market prices of the notes above independent market levels. The
underwriters are not required to engage in these activities and may end any of these activities at any time.
The notes are a new issue of securities with no established trading market. We have been advised by the underwriters that they intend to make a
market in the notes but are not obligated to do so and may discontinue market making at any time without notice. We cannot assure you as to the
liquidity of the trading market for the notes.
We estimate that our total expenses for this offering, not including the underwriting discount, will be approximately $550,000.
Certain underwriters have performed certain investment banking and advisory services for us and our affiliates from time to time for which they
have received customary fees and expenses. Certain underwriters may, from time to time, engage in transactions with and perform services for us
and our affiliates in the ordinary course of their respective businesses. Certain affiliates of the underwriters are lenders under our bank credit
facilities. In addition, the underwriters or their affiliates from time to time may hold outstanding debt securities issued by us. As a result, the
underwriters or their affiliates may receive a portion of the net proceeds received by us from the sale of the notes. See "Use of Proceeds."
In addition, in the ordinary course of their business activities, the underwriters and their affiliates may make or hold a broad array of investments
and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account
and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our
affiliates. Certain of the underwriters or their affiliates that have a lending relationship with us routinely hedge their credit exposure to us consistent
with their customary risk management policies. Typically, such underwriters and their affiliates would hedge such exposure by entering into
transactions which consist of either the purchase of credit default swaps or the creation of short positions in our securities, including potentially the
notes offered hereby. Any such credit default swaps or short positions could adversely affect future trading prices of the notes offered hereby. The
underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of
such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and
instruments.
We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments
that the underwriters may be required to make because of any of those liabilities.
Selling Restrictions
No action has been or will be taken in any jurisdiction (except in the United States) that would permit a public offering of the notes, or the
possession, circulation or distribution of this prospectus supplement or the accompanying prospectus or any other material relating to us or the
notes, in any jurisdiction where action for that purpose is required. Accordingly, the notes offered by this prospectus supplement and the
accompanying prospectus may not be offered or sold, directly or indirectly, and this prospectus supplement, the accompanying prospectus and any
other offering material or advertisements in connection with the notes may not be distributed or published, in or from any country or jurisdiction
except in compliance with any applicable rules and regulations of any such country or jurisdiction.

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