Obligation GAX 4% ( US361448BF99 ) en USD

GAX

100 % ▼

Etas-Unis

US361448BF99 ( en USD )

4% par an ( paiement semestriel )

30/06/2030

Prospectus brochure de l'obligation GATX US361448BF99 en USD 4%, échéance 30/06/2030

1 000 USD

500 000 000 USD

361448BF9

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

30/12/2025 ( Dans 81 jours )

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

L'obligation GATX (ISIN : US361448BF99, CUSIP : 361448BF9), émise aux États-Unis pour un montant total de 500 000 000 USD, offre un taux d'intérêt de 4%, avec une maturité fixée au 30/06/2030, une fréquence de paiement semestrielle, une taille minimale d'achat de 1 000 USD, et est actuellement cotée à 100% ; elle bénéficie d'une notation BBB par Standard & Poor's et Baa2 par Moody's.

424B5
424B5 1 d830955d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-233276
CALCULATION OF REGISTRATION FEE

Amount
Maximum
Maximum
Title of Securities
to be
Offering Price
Aggregate
Amount of
to be registered(1)

Registered

Per Unit

Offering Price

Registration Fee(1)
4.000% Senior Notes due 2030

$500,000,000

99.787%

$498,935,000

$64,761.76

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents

Prospectus Supplement
May 8, 2020
(To Prospectus dated August 14, 2019)
$500,000,000

GATX Corporation
4.000% Senior Notes due 2030

We are offering for sale $500,000,000 aggregate principal amount of 4.000% senior notes due 2030 (the "notes"). The notes will bear interest at the rate of
4.000% per year. Interest on the notes is payable on June 30 and December 30 of each year, beginning on December 30, 2020. The notes will mature on
June 30, 2030.
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 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.

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Per Note

Total

Public offering price(1)
99.787%
$498,935,000
Underwriting discount
0.650%
$
3,250,000
Proceeds to GATX Corporation (before expenses)(1)
99.137%
$495,685,000

(1)
Plus accrued interest from May 12, 2020, 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 May 12, 2020.
Joint Book-Running Managers

BofA Securities

Morgan Stanley

Citigroup
Senior Co-Managers

KeyBanc Capital Markets

PNC Capital Markets LLC
US Bancorp
Co-Managers

BMO Capital Markets

Fifth Third Securities

Loop Capital Markets
Mizuho Securities

MUFG

Seibert Williams Shanks
Table of Contents
We urge you to carefully read the information contained in this prospectus supplement, the accompanying prospectus and the documents we have
incorporated by reference before you make your investment decision. 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
Prospectus Supplement

Page
Risk Factors
S-1
Use of Proceeds
S-3
Forward-Looking Statements
S-3
Description of Notes
S-5
Underwriting
S-9
Legal Opinions
S-11
Experts
S-11
Documents Incorporated By Reference
S-11
Prospectus

Page
About This Prospectus

ii
Disclosure Regarding Forward-Looking Statements

ii
GATX Corporation

1
Use of Proceeds

2
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Description of Debt Securities

2
Concerning the Trustee

11
Plan of Distribution

11
Legal Opinions

12
Experts

12
Where You Can Find More Information

12
Documents Incorporated By Reference

12
In this prospectus supplement, unless the context requires otherwise, "GATX Corporation," "we," "us," "our" and "the Company" refer to GATX
Corporation and its consolidated subsidiaries.

S-i
Table of Contents
RISK FACTORS
You should consider carefully the following risks, together with the other information included or incorporated by reference in this prospectus, before
making a decision to participate in an offering for the sale of the notes. We cannot assure you that any of the events discussed in the risk factors below will
not occur. If they do, our business, financial condition or results of operations could be materially and adversely affected. In such case, the trading price of
our securities, including the notes, could decline, and you might lose all or part of your investment.
Risks Relating to our Business
See the risk factors set forth in GATX's Annual Report on Form 10-K for the year ended December 31, 2019 (the "Annual Report"), beginning on page
11, and in GATX's Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (the "Quarterly Report"), beginning on page 37, 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:

·
that a market for the notes will develop or continue;

S-1
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Table of Contents

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

·
as to your ability to sell any notes you may own or the price at which you may be able to sell your notes.
We may not be able to repurchase the notes upon a change of control.
Upon the occurrence of specific kinds of change of control events, unless we have exercised our right to redeem the notes, each holder of notes will have
the right to require us to repurchase all or any part of such holder's notes at a price equal to 101% of their principal amount, plus accrued and unpaid
interest, if any, to the date of purchase. If we experience a Change of Control Repurchase Event (as defined in "Description of Notes-- Repurchase Upon
Change of Control Repurchase Event"), there can be no assurance that we would have sufficient financial resources available to satisfy our obligations to
repurchase the notes. Our failure to purchase the notes as required under the indenture governing the notes would result in a default under the indenture,
which could have material adverse consequences for us and the holders of the notes. See "Description of Notes-- Repurchase Upon Change of Control
Repurchase Event."

S-2
Table of Contents
USE OF PROCEEDS
The net proceeds to us from the sale of the notes offered by this prospectus supplement are expected to be approximately $494.8 million. We intend to use
these net proceeds for (i) full or partial repayment of the $500 million aggregate principal amount outstanding under our 364-day senior unsecured term
loan credit agreement entered into on March 9, 2020 (the "Credit Facility") and currently bearing an interest rate of approximately 2.03% and (ii) general
corporate purposes, including working capital and capital expenditures. The proceeds of the Credit Facility were used to repay our $350 million senior
notes due 2020 at their maturity on March 30, 2020 and for general corporate purposes. Certain affiliates of the underwriters are lenders under the Credit
Facility and, thus, may receive a portion of the proceeds of this offering.
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,"
"outlook," "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 and our Quarterly Report.
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, our Quarterly Report and in our other filings with the Securities
and Exchange Commission (the "SEC").
Specific risks and uncertainties include, but are not limited to:

·
the severity and duration of the global COVID-19 pandemic, including impacts of the pandemic and of businesses' and governments'

responses to the pandemic on our personnel, operations, commercial activity, supply chain, the demand for our assets, the value of our assets
and our liquidity;

·
exposure to damages, fines, criminal and civil penalties, and reputational harm arising from a negative outcome in litigation, including claims

arising from an accident involving our railcars and other transportation assets;

·
inability to maintain our transportation assets on lease at satisfactory rates due to oversupply of assets in the market or other changes in

supply and demand;

·
a significant decline in customer demand for our assets or services, including as a result of:
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· weak macroeconomic conditions;

· weak market conditions in our customers' businesses;

· declines in harvest or production volumes;

· adverse changes in the price of, or demand for, commodities;

· changes in railroad operations or efficiency;

S-3
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· changes in railroad pricing and service offerings, including those related to "precision scheduled railroading;"

· changes in supply chains;

· availability of pipelines, trucks and other alternative modes of transportation;

· changes in conditions affecting the aviation industry, including geographic exposure and customer concentrations;

· other operational or commercial needs or decisions of our customers; and

· customers' desire to buy, rather than lease, our transportation assets;

·
higher costs associated with increased assignments of our transportation assets following non-renewal of leases, customer defaults, and

compliance maintenance programs or other maintenance initiatives;

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

·
financial and operational risks associated with long-term railcar purchase commitments, including increased costs due to tariffs or trade

disputes;

·
reduced opportunities to generate asset remarketing income;

·
inability to successfully consummate and manage ongoing acquisition and divestiture activities;

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

durability and reliability of aircraft engines;

·
fluctuations in foreign exchange rates;

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

·
asset impairment charges we may be required to recognize;

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

·
uncertainty relating to the LIBOR calculation process and potential phasing out of LIBOR after 2021;

·
competitive factors in our primary markets, including competitors with a significantly lower cost of capital than GATX;

·
risks related to international operations and expansion into new geographic markets, including the inability to access railcar supply and the

imposition of new or additional tariffs, quotas or trade barriers;

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

·
inability to obtain cost-effective insurance;

·
environmental remediation costs;

·
potential obsolescence of our assets;

·
inadequate allowances to cover credit losses in our portfolio;

·
operational, functional and regulatory risks associated with severe weather events, climate change and natural disasters; and

·
inability to maintain and secure our information technology infrastructure from cybersecurity threats and related disruption of our business.
Given these risks and uncertainties, readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's
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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-4
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 $500,000,000.
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 June 30, 2030.
Interest
The notes will bear interest at the rate of 4.000% per year. Interest on the notes will accrue from and including May 12, 2020. We will pay interest on the
notes on June 30 and December 30 of each year to the person in whose name such note is registered at the close of business on the preceding June 15 or
December 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 December 30, 2020.
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.
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

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(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
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months) at the Adjusted Treasury Rate (as defined below), plus 50 basis points.
Notwithstanding the foregoing, if the notes are redeemed on or after March 30, 2030, the redemption price will be 100% of the principal amount of the
notes to be redeemed.
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) BofA Securities, Inc., (ii) Citigroup Global Markets Inc. and (iii) Morgan Stanley & Co. LLC and their
respective successors; provided 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 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.
Repurchase Upon Change of Control Repurchase Event
Upon the occurrence of a Change of Control Repurchase Event, 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.

S-6
Table of Contents
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.
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"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;

·
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;

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·
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.
"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 S&P Global Ratings, a division
of S&P Global, 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
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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.

S-8
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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 BofA Securities, Inc., Morgan Stanley & Co. LLC and Citigroup Global Markets Inc. 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 of
Underwriters

notes

BofA Securities, Inc.

$
112,500,000
Morgan Stanley & Co. LLC

112,500,000
Citigroup Global Markets Inc.

102,500,000
KeyBanc Capital Markets Inc.

32,500,000
PNC Capital Markets LLC

32,500,000
U.S. Bancorp Investments, Inc.

32,500,000
BMO Capital Markets Corp.

12,500,000
Fifth Third Securities, Inc.

12,500,000
Loop Capital Markets LLC

12,500,000
Mizuho Securities USA LLC

12,500,000
MUFG Securities Americas Inc.

12,500,000
Siebert Williams Shank & Co., LLC

12,500,000

Total

$
500,000,000

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 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 in the offering, if the underwriters repurchase previously
distributed notes in transactions to cover syndicate short

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positions, in stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market prices of the notes above independent
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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 $905,000.
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, including the
Credit Facility. 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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LEGAL OPINIONS
The validity of the notes will be passed upon on our behalf by Mayer Brown LLP, Chicago, Illinois. The validity of the notes will be passed upon on behalf
of the underwriters by Winston & Strawn LLP, Chicago, Illinois.
EXPERTS
The consolidated financial statements of GATX Corporation appearing in GATX Corporation's Annual Report, and the effectiveness of GATX
Corporation's internal control over financial reporting as of December 31, 2019 have been audited by Ernst & Young LLP, independent registered public
accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.
DOCUMENTS INCORPORATED BY REFERENCE
The SEC allows us to incorporate by reference information into this prospectus supplement and the accompanying prospectus. This means that we can
disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is
considered to be part of this prospectus supplement and the accompanying prospectus, except for any information that is superseded by information that is
included directly in this document. This prospectus supplement and the accompanying prospectus incorporate by reference the documents listed below:

·
Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as amended;
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