UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________________

FORM 10-Q

~~__________________________________________~~



☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March 31,~~September 30, 2020



☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 1-2328

GATX Corporation

(Exact name of registrant as specified in its charter)



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

233 South Wacker Drive

Chicago, Illinois~~60606-7147~~ 60606-7147

(Address of principal executive offices, including zip code)

(~~312~~) (312) 621-6200

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock	GATX	New York Stock Exchange
		Chicago Stock Exchange
5.625% Senior Notes due 2066	GMTA	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

☒

Large accelerated filer

☐

Smaller reporting company

☐

Non-accelerated filer

☐

Emerging growth company

☐

Accelerated filer

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

There were ~~34.9~~35.0 million common shares outstanding at ~~March 31,~~September 30, 2020.

GATX CORPORATION

FORM 10-Q

QUARTERLY REPORT FOR THE PERIOD ENDED ~~MARCH 31,~~SEPTEMBER 30, 2020

INDEX


Item No.				Page No.
			Forward-Looking Statements	1

~~Item No.~~					~~Page No.~~
	~~Forward-Looking Statements~~	1

Part I - FINANCIAL INFORMATION
Item 1			Financial Statements
			Consolidated Balance Sheets (Unaudited)	2
			Consolidated Statements of Comprehensive Income (Unaudited)	3
			Consolidated Statements of Cash Flows (Unaudited)	4
			Consolidated Statements of Changes in Shareholders' Equity (Unaudited)	5

			Notes to the Consolidated Financial Statements (Unaudited)
			Note 1. Description of Business	6
			Note 2. Coronavirus Impacts	6
			Note 3. Basis of Presentation	6
			Note 4. Revenue	7
			Note 5. Leases	8
			Note 6. Investments in Affiliated Companies	89
			Note 7. Fair Value Disclosure	9
			Note 8. Pension and Other Post-Retirement Benefits	13
			Note 9. Share-Based Compensation	1314
			Note 10. Income Taxes	1314
			Note 11. Commercial Commitments	1314
			Note 12. Earnings per Share	1415
			Note 13. Accumulated Other Comprehensive Income (Loss)	1416
			Note 14. Legal Proceedings and Other Contingencies	1516
			Note 15. Financial Data of Business Segments	1516
			Note 16. ~~Subsequent Events~~Discontinued Operations	1822

Item 2			Management’s Discussion and Analysis of Financial Condition and Results of Operations
			Overview	1824
			Discussion of Operating Results	1925
			Segment Operations	2026
			Cash Flow and Liquidity	3239
			Critical Accounting Policies and Estimates	3543
			Non-GAAP Financial Measures	3543
Item 3			Quantitative and Qualitative Disclosures About Market Risk	3646
Item 4			Controls and Procedures	3646

Part II - OTHER INFORMATION
Item 1			Legal Proceedings	3747
Item 1A			Risk Factors	3747
Item 2			Unregistered Sales of Equity Securities and Use of Proceeds	3747
Item 6			Exhibits	3848
SIGNATURE				3949

FORWARD-LOOKING STATEMENTS

Statements in this report not based on historical facts are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and, accordingly, involve known and unknown risks and uncertainties that are difficult to predict and could cause our actual results, performance, or achievements to differ materially from those discussed. These include statements as to our future expectations, beliefs, plans, strategies, objectives, events, conditions, financial performance, prospects, or future events. In some cases, forward-looking statements can be identified by the use of words such as "may," "could," "expect," "intend," "plan," "seek," "anticipate," "believe," "estimate," "predict," "potential," "outlook," "continue," "likely," "will," "would", and similar words and phrases. Forward-looking statements are necessarily based on estimates and assumptions that, while considered reasonable by us and our management, are inherently uncertain. Accordingly, you should not place undue reliance on forward-looking statements, which speak only as of the date they are made, and are not guarantees of future performance. We do not undertake any obligation to publicly update or revise these forward-looking statements.

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 our Annual Report on Form 10-K for the year ended December 31, 2019, and in our other filings with the Securities and Exchange Commission ("SEC"). The following factors, in addition to those discussed under "Risk Factors", in our Annual Report on Form 10-K for the year ended December 31, 2019, and Part II, Item 1A of this Quarterly Report on Form 10-Q, could cause actual results to differ materially from our current expectations expressed in forward looking statements:



• the severity and duration of the global COVID-19 pandemic, including impacts of the pandemic and of businesses’, governments’, and ~~governments’~~suppliers' 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: ◦ 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 ◦ 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 ◦ 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 our 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 • inability to maintain and secure our information technology infrastructure from cybersecurity threats and related disruption of our business

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

GATX CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (Unaudited)

(In millions, except share data)


	March 31			December 31				September 30		December 31
	2020			2019				2020		2019
Assets							Assets
Cash and Cash Equivalents	$	570.7		$	151.0		Cash and Cash Equivalents	$	459.8	$	151.0

Receivables							Receivables
Rent and other receivables	76.9			87.1			Rent and other receivables	70.6		65.9
Finance leases (as lessor)	66.8			90.3			Finance leases (as lessor)	63.3		90.3
Less: allowance for losses	(6.2		)	(6.2		)	Less: allowance for losses	(6.2)		(6.2)
	137.5			171.2				127.7		150.0

Operating Assets and Facilities	9,972.5			9,897.4			Operating Assets and Facilities	10,070.2		9,523.5
Less: allowance for depreciation	(3,222.1		)	(3,190.2		)	Less: allowance for depreciation	(3,226.0)		(3,066.2)
	6,750.4			6,707.2				6,844.2		6,457.3
Lease Assets (as lessee)							Lease Assets (as lessee)
Right-of-use assets, net of accumulated depreciation	402.8			413.9			Right-of-use assets, net of accumulated depreciation	364.3		411.7
Finance leases, net of accumulated depreciation	—			8.9			Finance leases, net of accumulated depreciation	0		8.9
	402.8			422.8				364.3		420.6

Investments in Affiliated Companies	532.4			512.6			Investments in Affiliated Companies	582.5		512.6
Goodwill	80.6			81.5			Goodwill	84.2		81.5
Other Assets	243.5			238.8			Other Assets	227.6		221.0
Assets of Discontinued Operations							Assets of Discontinued Operations	0		291.1
Total Assets	$	8,717.9		$	8,285.1		Total Assets	$	8,690.3	$	8,285.1

Liabilities and Shareholders’ Equity							Liabilities and Shareholders’ Equity
Accounts Payable and Accrued Expenses	$	120.6		$	149.1		Accounts Payable and Accrued Expenses	$	139.2	$	119.4
Debt							Debt
Commercial paper and borrowings under bank credit facilities	275.5			15.8			Commercial paper and borrowings under bank credit facilities	13.5		15.8
Recourse	5,043.7			4,780.4			Recourse	5,183.0		4,780.4
	5,319.2			4,796.2				5,196.5		4,796.2
Lease Obligations (as lessee)							Lease Obligations (as lessee)
Operating leases	399.3			432.3			Operating leases	368.0		429.4
Finance leases	—			7.9			Finance leases	0		7.9
	399.3			440.2				368.0		437.3

Deferred Income Taxes	930.2			924.3			Deferred Income Taxes	936.4		888.5
Other Liabilities	117.6			140.2			Other Liabilities	120.2		139.1
Liabilities of Discontinued Operations							Liabilities of Discontinued Operations	0		69.5
Total Liabilities	6,886.9			6,450.0			Total Liabilities	6,760.3		6,450.0
Shareholders’ Equity							Shareholders’ Equity
Common stock, $0.625 par value: Authorized shares — 120,000,000 Issued shares — 67,637,453 and 67,536,794 Outstanding shares — 34,933,696 and 34,833,037	41.8			41.8
Common stock, $0.625 par value: Authorized shares — 120,000,000 Issued shares — 67,685,423 and 67,536,794 Outstanding shares — 34,981,666 and 34,833,037							Common stock, $0.625 par value: Authorized shares — 120,000,000 Issued shares — 67,685,423 and 67,536,794 Outstanding shares — 34,981,666 and 34,833,037	41.9		41.8
Additional paid in capital	725.4			720.1			Additional paid in capital	730.8		720.1
Retained earnings	2,630.0			2,601.3			Retained earnings	2,682.0		2,601.3
Accumulated other comprehensive loss	(201.7		)	(163.6		)	Accumulated other comprehensive loss	(160.2)		(163.6)
Treasury stock at cost (32,703,757 and 32,703,757 shares)	(1,364.5		)	(1,364.5		)	Treasury stock at cost (32,703,757 and 32,703,757 shares)	(1,364.5)		(1,364.5)
Total Shareholders’ Equity	1,831.0			1,835.1			Total Shareholders’ Equity	1,930.0		1,835.1
Total Liabilities and Shareholders’ Equity	$	8,717.9		$	8,285.1		Total Liabilities and Shareholders’ Equity	$	8,690.3	$	8,285.1

See accompanying notes to consolidated financial ~~statements.~~statements.

GATX CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

(In millions, except per share data)

Three Months Ended
March 31
2020 2019
Revenues
Lease revenue $ 271.7
$ 274.4
Marine operating revenue 11.8
13.1
Other revenue 25.4
29.5
Total Revenues 308.9
317.0
Expenses
Maintenance expense 86.6
81.2
Marine operating expense 10.4
12.1
Depreciation expense 80.4
79.9
Operating lease expense 13.3
13.7
Other operating expense 8.5
8.0
Selling, general and administrative expense 42.4
46.1
Total Expenses 241.6
241.0
Other Income (Expense)
Net gain on asset dispositions 27.4
8.9
Interest expense, net (46.8 ) (46.5 )
Other expense (8.2 ) (3.2 )
Income before Income Taxes and Share of Affiliates’ Earnings
39.7
35.2
Income taxes (12.9 ) (8.4 )
Share of affiliates’ earnings, net of taxes 19.5
14.7
Net Income
$ 46.3
$ 41.5
Other Comprehensive Income, Net of Taxes
Foreign currency translation adjustments (39.6 ) (10.5 )
Unrealized (loss) gain on derivative instruments (0.7 ) 2.0
Post-retirement benefit plans 2.2
3.0
Other comprehensive loss (38.1 ) (5.5 )
Comprehensive Income $ 8.2
$ 36.0

Share Data
Basic earnings per share $ 1.33
$ 1.14
Average number of common shares 34.9
36.5

Diluted earnings per share $ 1.31
$ 1.12
Average number of common shares and common share equivalents 35.4
37.1


	Three Months Ended September 30				Nine Months Ended September 30
	2020		2019		2020		2019
Revenues
Lease revenue	$	273.3	$	270.5	$	813.3	$	816.8
Marine operating revenue	5.0		1.9		11.6		4.4
Other revenue	26.1		26.4		79.4		80.4
Total Revenues	304.4		298.8		904.3		901.6
Expenses
Maintenance expense	76.7		76.2		244.8		235.3
Marine operating expense	3.6		3.4		10.9		12.0
Depreciation expense	83.4		80.0		245.4		240.2
Operating lease expense	12.3		13.7		38.1		41.1
Other operating expense	8.3		7.7		26.0		23.5
Selling, general and administrative expense	42.0		42.6		125.8		129.6
Total Expenses	226.3		223.6		691.0		681.7
Other Income (Expense)
Net gain on asset dispositions	8.9		5.1		42.3		46.9
Interest expense, net	(48.6)		(44.7)		(141.5)		(135.3)
Other expense	(1.2)		(1.7)		(12.2)		(5.3)
Income before Income Taxes and Share of Affiliates’ Earnings	37.2		33.9		101.9		126.2
Income taxes	(11.8)		(9.5)		(29.6)		(31.1)
Share of affiliates’ earnings, net of taxes	22.8		12.8		60.1		43.6
Net Income from Continuing Operations	$	48.2	$	37.2	$	132.4	$	138.7

Discontinued Operations, Net of Taxes
Net income (loss) from discontinued operations, net of taxes	$	0	$	7.9	$	(2.2)	$	15.9
(Loss) gain on sale of discontinued operations, net of taxes	(0.3)		0		3.3		0
Total Discontinued Operations, Net of Taxes	$	(0.3)	$	7.9	$	1.1	$	15.9

Net Income	$	47.9	$	45.1	$	133.5	$	154.6
Other Comprehensive Income, Net of Taxes
Foreign currency translation adjustments	19.7		(33.6)		(0.9)		(32.4)

Unrealized gain (loss) on derivative instruments	0.3		(1.0)		(3.7)		2.1
Post-retirement benefit plans	2.3		1.4		8.0		5.9
Other comprehensive income (loss)	22.3		(33.2)		3.4		(24.4)
Comprehensive Income	$	70.2	$	11.9	$	136.9	$	130.2

Share Data
Basic earnings per share from continuing operations	$	1.38	$	1.05	$	3.79	$	3.86
Basic earnings per share from discontinued operations	(0.01)		0.23		0.03		0.44
Basic earnings per share from consolidated operations	$	1.37	$	1.28	$	3.82	$	4.30
Average number of common shares	35.0		35.4		34.9		35.9

Diluted earnings per share from continuing operations	$	1.36	$	1.03	$	3.74	$	3.79
Diluted earnings per share from discontinued operations	(0.01)		0.22		0.03		0.43
Diluted earnings per share from consolidated operations	$	1.35	$	1.25	$	3.77	$	4.22
Average number of common shares and common share equivalents	35.4		36.0		35.4		36.6

See accompanying notes to consolidated financial statements.

GATX CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(In millions)


	Nine Months Ended September 30
	2020		2019
Operating Activities
Net income	$	133.5	$	154.6
Income from discontinued operations, net of taxes	1.1		15.9
Net income from continuing operations	132.4		138.7

Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense	254.6		248.4

Net gains on sales of assets	(40.5)		(45.5)
Deferred income taxes	29.8		20.9
Share of affiliates’ earnings, net of dividends	(60.1)		(43.6)
Changes in working capital items	(14.1)		(40.7)
Net cash provided by operating activities of continuing operations	302.1		278.2
Investing Activities
Portfolio investments and capital additions	(641.4)		(503.8)
Purchases of assets previously leased	—		(1.0)
Portfolio proceeds	120.2		185.6
Proceeds from sales of other assets	17.5		18.9

Other	1.3		2.0
Net cash used in investing activities of continuing operations	(502.4)		(298.3)
Financing Activities
Net proceeds from issuances of debt (original maturities longer than 90 days)	1,465.8		549.7
Repayments of debt (original maturities longer than 90 days)	(1,100.0)		(410.0)
Net decrease in debt with original maturities of 90 days or less	(3.1)		2.0
Stock repurchases	0		(129.0)
Dividends	(53.7)		(52.8)
Purchases of assets previously leased	(40.0)		0
Other	(13.1)		3.3
Net cash provided by (used in) financing activities of continuing operations	255.9		(36.8)
Effect of Exchange Rate Changes on Cash and Cash Equivalents	(1.0)		(1.2)
Net cash used in (provided by) operating activities from discontinued operations	(8.5)		18.9
Net cash provided by (used in) investing activities from discontinued operations	240.9		(18.7)
Net cash provided by (used in) financing activities from discontinued operations	21.8		(0.2)
Cash provided by discontinued operations, net	254.2		0
Net increase (decrease) in Cash and Cash Equivalents during the period	308.8		(58.1)
Cash and Cash Equivalents at beginning of the period	151.0		106.7
Cash and Cash Equivalents at end of the period	$	459.8	$	48.6

Three Months Ended
March 31
2020 2019
Operating Activities
Net income $ 46.3
$ 41.5
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense 83.2
82.7
Net gains on sales of assets (26.8 ) (8.6 )
Deferred income taxes 7.0
5.7
Share of affiliates’ earnings, net of dividends (19.5 ) (14.7 )
Changes in working capital items (37.2 ) (42.3 )
Net cash provided by operating activities 53.0
64.3
Investing Activities
Portfolio investments and capital additions (194.7 ) (147.3 )
Portfolio proceeds 63.6
41.5
Proceeds from sales of other assets 6.7
6.5
Other 0.3
0.7
Net cash used in investing activities (124.1 ) (98.6 )
Financing Activities
Net proceeds from issuances of debt (original maturities longer than 90 days) 861.2
495.2
Repayments of debt (original maturities longer than 90 days) (350.0 ) (160.0 )
Net increase (decrease) in debt with original maturities of 90 days or less 9.5
(94.7 )
Stock repurchases —
(38.1 )
Dividends (19.0 ) (19.2 )
Purchases of assets previously leased (7.9 ) —
Other (0.2 ) (0.7 )
Net cash provided by financing activities 493.6
182.5
Effect of Exchange Rate Changes on Cash and Cash Equivalents
(2.8 ) (0.3 )
Net increase in Cash and Cash Equivalents during the period 419.7
147.9
Cash and Cash Equivalents at beginning of the period 151.0
106.7
Cash and Cash Equivalents at end of the period $ 570.7
$ 254.6

See accompanying notes to consolidated financial statements.

GATX CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)

(In millions)


	Three Months Ended September 30						Nine Months Ended September 30
	2020			2019			2020			2019
	Shares	Dollars		Shares	Dollars		Shares	Dollars		Shares	Dollars
Common Stock
Balance at beginning of the period	67.7	$	41.8	67.5	$	41.8	67.5	$	41.8	67.3	$	41.6
Issuance of common stock	0	0.1		0	0		0.2	0.1		0.2	0.2
Balance at end of the period	67.7	41.9		67.5	41.8		67.7	41.9		67.5	41.8
Treasury Stock
Balance at beginning of the period	(32.7)	(1,364.5)		(31.8)	(1,297.7)		(32.7)	(1,364.5)		(30.7)	(1,214.5)
Stock repurchases	0	0		(0.6)	(46.7)		0	0		(1.7)	(129.9)
Balance at end of the period	(32.7)	(1,364.5)		(32.4)	(1,344.4)		(32.7)	(1,364.5)		(32.4)	(1,344.4)
Additional Paid In Capital
Balance at beginning of the period		728.8			713.0			720.1			706.4
Share-based compensation effects		2.0			3.6			10.7			10.2
Balance at end of the period		730.8			716.6			730.8			716.6
Retained Earnings
Balance at beginning of the period		2,651.7			2,533.5			2,601.3			2,419.2
Net income		47.9			45.1			133.5			154.6
Dividends declared ($0.48 and $0.46 per share QTR and $1.44 and $1.38 YTD)		(17.6)			(17.1)			(52.8)			(51.7)
Cumulative impact of accounting standard adoption		0			0			0			39.4
Balance at end of the period		2,682.0			2,561.5			2,682.0			2,561.5
Accumulated Other Comprehensive Loss
Balance at beginning of the period		(182.5)			(155.8)			(163.6)			(164.6)
Other comprehensive income (loss)		22.3			(33.2)			3.4			(24.4)

Balance at end of the period		(160.2)			(189.0)			(160.2)			(189.0)
Total Shareholders’ Equity		$	1,930.0		$	1,786.5		$	1,930.0		$	1,786.5

Three Months Ended
March 31
2020 2019
Shares Dollars Shares Dollars
Common Stock
Balance at beginning of the period 67.5
$ 41.8
67.3
$ 41.6
Issuance of common stock 0.1
—
0.1
0.1
Balance at end of the period 67.6
41.8
67.4
41.7
Treasury Stock
Balance at beginning of the period (32.7 ) (1,364.5 ) (30.7 ) (1,214.5 )
Stock repurchases —
—
(0.5 ) (40.0 )
Balance at end of the period (32.7 ) (1,364.5 ) (31.2 ) (1,254.5 )
Additional Paid In Capital
Balance at beginning of the period 720.1
706.4
Share-based compensation effects 5.3
3.1
Balance at end of the period 725.4
709.5
Retained Earnings
Balance at beginning of the period 2,601.3
2,419.2
Net income 46.3
41.5
Dividends declared ($0.48 and $0.46 per share) (17.6 ) (17.5 )
Cumulative impact of accounting standard adoption —
39.4
Balance at end of the period 2,630.0
2,482.6
Accumulated Other Comprehensive Loss
Balance at beginning of the period (163.6 ) (164.6 )
Other comprehensive loss (38.1 ) (5.5 )
Balance at end of the period (201.7 ) (170.1 )
Total Shareholders’ Equity
$ 1,831.0
$ 1,809.2

See accompanying notes to consolidated financial statements.

GATX CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1. Description of Business

As used herein, "GATX," "we," "us," "our," and similar terms refer to GATX Corporation and its subsidiaries, unless indicated otherwise.

We lease, operate, manage, and remarket long-lived, widely-used assets, primarily in the rail market. We report our financial results through 43 primary business segments: Rail North America, Rail International, and Portfolio ~~Management, and~~ Management. Historically, we also reported financial results for American Steamship Company ("ASC") as a fourth segment.

On ~~February 7,~~May 14, 2020, we ~~entered into an agreement to sell ASC. The~~completed the sale isof our ASC business, subject to customary ~~closing conditions.~~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 ~~25. Subsequent Events" in Part II, Item 8 in our~~ ~~Annual Report on Form 10-K~~ ~~for the year ended December 31, 2019 and "Note~~ 16. ~~Subsequent Events"~~Discontinued Operations" of this Form 10-Q for additional information.

NOTE 2. Coronavirus Impacts

On March 11, 2020, the World Health Organization declared the Coronavirus Disease 2019 (“COVID-19”) a pandemic and on March 13, 2020, the United States declared a national emergency related to COVID-19. Our consolidated financial statements reflect estimates and assumptions at the date of the consolidated financial statements and reported amounts of revenue and expenses during the reporting periods presented. We considered the impact of COVID-19 on our operations and the assumptions and estimates ~~used~~used. While COVID-19 did have a negative impact on operating conditions in the three and ~~determined there were no material impacts on our first quarter~~nine months ended September 30, 2020, ~~results. However, as~~we determined the impact ~~on the global economy continues,~~to our assumptions and estimates was not significant. However, we expect COVID-19 will ~~adversely affect~~continue to have an adverse impact on our operating and financial results in future periods, the magnitude and duration of which cannot be determined at this time.

On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), which includes modifications to the interest expense limitation threshold and net operating loss carryback period and utilization limitation, the acceleration of payments for alternative minimum tax credit refunds, and the deferral of employer payroll tax payments. The CARES Act is not expected to have a material impact on our consolidated financial statements.

NOTE 3. Basis of Presentation

We prepared the accompanying unaudited consolidated financial statements in accordance with U.S. Generally Accepted Accounting Principles ("GAAP") for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, our unaudited consolidated financial statements do not include all of the information and footnotes required for complete financial statements. We have included all of the normal recurring adjustments that we deemed necessary for a fair presentation. Certain prior year amounts have been reclassified to conform to the 2020 presentation, including the separate presentation and reporting of discontinued operations.

Operating results for the ~~three~~nine months ended ~~March 31,~~September 30, 2020 are not necessarily indicative of the results we may achieve for the entire year ending December 31, 2020. In particular, ~~ASC's fleet is inactive for a significant portion of the first quarter of each year due to winter conditions on the Great Lakes. In addition,~~ asset remarketing income does not occur evenly throughout the year. For more information, refer to the consolidated financial statements and footnotes in our Annual Report on Form 10-K for the year ended December 31, 2019.

GATX CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

New Accounting Pronouncements Adopted



Standard/Description	Effective Date and Adoption Considerations	Effect on Financial Statements or Other Significant Matters
Credit Losses In June 2016, the FASB issued ASU 2016-13, Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which ~~supercedes~~supersedes previous guidance. The FASB subsequently issued ASU 2018-19, clarifying operating lease receivables are not within the scope of subtopic 326-20 and should be accounted for in accordance with Topic 842, Leases. The new guidance modifies the impairment model to be based on expected losses rather than incurred losses.	We adopted the new guidance in the first quarter of 2020.	The adoption of this standard required us to modify our assessment for a limited population of receivables, including the net investment in our finance leases, as well as our trade receivables at ASC. As part of our modified assessment, we considered historical information as well as current and future economic conditions. The application of this new guidance did not impact our financial statements or related disclosures.

~~GATX CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)~~

New Accounting Pronouncements Not Yet Adopted



Standard/Description	Effective Date and Adoption Considerations	Effect on Financial Statements or Other Significant Matters
Income Taxes In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which eliminates exceptions for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences.	The new guidance is effective for us in the first quarter of 2021, with early adoption permitted. We plan to adopt this standard on January 1, 2021.	We are evaluating the potential impact the new guidance will have on our financial statements and related disclosures.

NOTE 4. Revenue

Revenue Recognition

Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

We disaggregate revenue into three categories as presented on our income statement:

Lease Revenue

Lease revenue, which includes operating lease revenue and finance lease revenue, is our primary source of revenue. In accordance with ASU 2016-02, Leases (Topic 842) ("Topic 842"), we utilize the practical expedient that allows lessors to not separate non-lease components from the associated lease components for our operating leases.

Operating Lease Revenue

We lease railcars and other operating assets under full-service and net operating leases. We price full-service leases as an integrated service that includes amounts related to maintenance, insurance, and ad valorem taxes. We do not offer stand-alone maintenance service contracts. Operating ~~leases~~lease revenue is within the scope of Topic 842, and we do not separate non-lease components from the associated lease component for qualifying leases. Operating lease revenue is recognized on a straight-line basis over the term of the underlying lease. As a result, lease revenue may not be recognized in the same period as maintenance

GATX CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

and other costs, which we expense as incurred. Variable rents are recognized when applicable contingencies are resolved. Revenue is not recognized if collectability is not reasonably assured. See "Note 5. ~~Leases~~"Leases".

Finance Lease Revenue

In certain cases, we lease railcars and other operating assets that, at lease inception, are classified as finance leases. In accordance with Topic 842, we recognize finance lease revenue using the interest method, which produces a constant yield over the lease term. Initial unearned income is the amount by which the original lease payment receivable and the estimated residual value of the leased asset exceeds the original cost or carrying value of the leased asset. See "Note 5. ~~Leases~~"Leases".

Marine Operating Revenue

We generate marine operating revenue through shipping services completed by our marine vessels. In accordance with ASU 2014-09, Revenue from Contracts and Customers (Topic 606) ("Topic 606"), marine operating revenue is recognized over time as the performance obligation is satisfied, beginning when cargo is loaded through its delivery and discharge. Revenue is recognized pro rata over the projected duration of each voyage, which is derived from ~~our~~ historical voyage data.

~~GATX CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)~~

Other Revenue

Other revenue is comprised of customer liability repair revenue, termination fees, utilization income, fee income, and other miscellaneous revenues. Select components of other revenue are within the scope of Topic 606. Revenue attributable to terms provided in our lease contracts are variable lease components that are recognized when earned, in accordance with Topic 842.

NOTE 5. Leases

GATX as Lessor

We lease railcars and other operating assets under full-service and net operating leases. We price full-service leases as an integrated service that includes amounts related to maintenance, insurance, and ad valorem taxes. Upon adoption of the new lease accounting standard in 2019, we elected the lessor practical expedient which allows us not to separate lease and non-lease components when reporting revenue for our full-service operating leases. In some cases, we lease railcars that, at commencement, are classified as finance leases. For certain operating leases, revenue is based on equipment usage and is recognized when earned. Typically, our leases do not provide customers with renewal options or options to purchase the asset. Our lease agreements do not generally have residual value guarantees. We collect reimbursements from customers for damage to our railcars, as well as additional rental payments for usage above specified levels, as provided in the lease agreements.

The following table shows the components of our lease income (in millions):


	Three Months Ended September 30				Nine Months Ended September 30
	2020		2019		2020		2019
Operating lease income:
Fixed lease income	$	258.6	$	253.4	$	764.7	$	759.1
Variable lease income	13.2		14.9		43.7		50.0
Total operating lease income	$	271.8	$	268.3	$	808.4	$	809.1
Finance lease income	1.5		2.2		4.9		7.7
Total lease income	$	273.3	$	270.5	$	813.3	$	816.8

Three Months Ended
March 31, 2020 Three Months Ended
March 31, 2019
Operating lease income:
Fixed lease income $ 255.1
$ 253.9
Variable lease income 14.8
17.7
Total operating lease income $ 269.9
$ 271.6
Finance lease income 1.8
2.8
Total lease income $ 271.7
$ 274.4

In accordance with the terms of our leases with customers, we may earn additional revenue, primarily for customer liability repairs. These amounts are reported in other revenue in the statements of comprehensive income and were $22.7 million and ~~$23.7~~$69.1 million for the three and nine months ended ~~March 31,~~September 30, 2020 and $22.3 million and $66.6 million for the three and nine months ended September 30, 2019.

NOTE 6. Investments in Affiliated Companies

Our affiliate investments primarily include interests in each of the Rolls-Royce & Partners Finance joint ventures (collectively the “RRPF affiliates”), a group of 50% owned domestic and foreign joint ventures with Rolls-Royce plc, a leading manufacturer of commercial aircraft jet engines.

In accordance with Regulation S-X, we must assess if any of our investments in affiliated companies is a “significant subsidiary”. As of ~~March 31,~~September 30, 2020, we determined that Alpha Partners Leasing Limited, which is part of the RRPF affiliates, triggered at least one of the significance tests. As a result, and in accordance with Rule 10-01(b) of Regulation S-X, the following table shows summarized unaudited financial information for Alpha Partners Leasing Limited (in millions):


	Three Months Ended September 30				Nine Months Ended September 30
	2020		2019		2020		2019
Total revenue	$	112.5	$	94.0	$	318.5	$	283.5
Total expenses	(95.9)		(75.1)		(271.0)		(227.7)
Other income, including net gains on sales of assets	10.0		6.8		48.2		33.1
Net income	21.7		20.8		77.6		72.0

Three Months Ended
March 31
2020 2019
Total revenue $ 104.0
$ 94.1
Total expenses (86.4 ) (71.3 )
Other income, including net gains on sales of assets 22.3
6.7
Net income 32.3
23.8

~~GATX CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)~~

NOTE 7. Fair Value Disclosure

The assets and liabilities that GATX records at fair value on a recurring basis consisted entirely of derivatives at ~~March 31,~~September 30, 2020 and December 31, 2019.

In addition, we review long-lived assets, such as operating assets and facilities, ~~as well as~~investments in affiliates, and goodwill, whenever circumstances indicate that the carrying amount of these assets may not be recoverable or when assets may be classified as held for sale. We considered COVID-19 as part of our assessment during the quarter and determined there were no material impacts on our final conclusions. We will continue to monitor our long-lived assets, ~~equity method~~ investments in affiliates, and goodwill for indicators of impairment as COVID-19 continues to impact the global economy.

Derivative Instruments

Fair Value Hedges

We use interest rate swaps to manage the fixed-to-floating rate mix of our debt obligations by converting a portion of our fixed rate debt to floating rate debt. For fair value hedges, we recognize changes in fair value of both the derivative and the hedged item as interest expense. We had 5 instruments outstanding with an aggregate notional amount of $300.0 million as of ~~March 31,~~September 30, 2020 with maturities ranging from 2021 to 2022 and 8 instruments outstanding with an aggregate notional amount of $450.0 million as of December 31, 2019 with maturities ranging from 2020 to 2022.

Cash Flow Hedges

We use Treasury rate locks and swap rate locks to hedge our exposure to interest rate risk on anticipated transactions. We also use currency swaps, forwards, and put/call options to hedge our exposure to fluctuations in the exchange rates of foreign currencies for certain loans and operating expenses denominated in non-functional currencies. We had 186 instruments outstanding with an aggregate notional amount of ~~$281.8~~$136.1 million as of ~~March 31,~~September 30, 2020 that mature from 2020 to 2022 and 7 instruments outstanding with an aggregate notional amount of $336.5 million as of December 31, 2019 with maturities ranging from 2020 to 2022. Within the next 12 months, we expect to reclassify ~~$1.7~~$2.1 million ($~~1.2~~1.6 million after-tax) of net losses on previously terminated derivatives from accumulated other comprehensive income (loss) to interest expense or operating lease expense, as applicable. We reclassify these amounts when interest and operating lease expense on the related hedged transactions affect earnings.

Non-Designated Derivatives

We do not hold derivative financial instruments for purposes other than hedging, although certain of our derivatives are not designated as accounting hedges. We recognize changes in the fair value of these derivatives in other (income) expense immediately.

Certain of our derivative instruments contain credit risk provisions that could require us to make immediate payment on net liability positions in the event that we default on certain outstanding debt obligations. The aggregate fair value of our derivative instruments

GATX CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

with credit risk related contingent features that are in a liability position as of ~~March 31,~~September 30, 2020 was ~~$2.4~~$9.0 million. We are not required to post any collateral on our derivative instruments and do not expect the credit risk provisions to be triggered.

In the event that a counterparty fails to meet the terms of an interest rate swap agreement or a foreign exchange contract, our exposure is limited to the fair value of the swap, if in our favor. We manage the credit risk of counterparties by transacting with institutions that we consider financially sound and by avoiding concentrations of risk with a single counterparty. We believe that the risk of non-performance by any of our counterparties is remote.

~~GATX CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)~~

The following tables show our derivative assets and liabilities that are measured at fair value (in millions):


	Balance Sheet Location	Fair Value September 30, 2020		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Derivative Assets
Interest rate contracts (1)	Other assets	$	6.9	$	0	$	6.9	$	0



Total derivative assets		$	6.9	$	0	$	6.9	$	0
Derivative Liabilities

Foreign exchange contracts (1)	Other liabilities	$	9.0	$	0	$	9.0	$	0
Foreign exchange contracts (2)	Other liabilities	0.9		0		0.9		0
Total derivative liabilities		$	9.9	$	0	$	9.9	$	0

Balance Sheet Location
Fair Value
March 31, 2020

Quoted
Prices in
Active Markets for
Identical Assets
(Level 1)

Significant Observable Inputs
(Level 2)

Significant Unobservable
Inputs
(Level 3)
Derivative Assets
Interest rate contracts (1) Other assets $ 8.3
$ —
$ 8.3
$ —
Foreign exchange contracts (1) Other assets 0.9
—
0.9
—
Foreign exchange contracts (2) Other assets 1.5
—
1.5
—
Total derivative assets $ 10.7
$ —
$ 10.7
$ —
Derivative Liabilities
Interest rate contracts (1) Other liabilities $ 0.3
$ —
$ 0.3
$ —
Foreign exchange contracts (1) Other liabilities 2.1
—
2.1
—
Total derivative liabilities $ 2.4
$ —
$ 2.4
$ —


	Balance Sheet Location	Fair Value December 31, 2019		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)			Balance Sheet Location	Fair Value December 31, 2019		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Derivative Assets										Derivative Assets

Interest rate contracts (1)	Other assets	$	1.4	$	—	$	1.4	$	—	Interest rate contracts (1)	Other assets	$	1.4	$	0	$	1.4	$	0
Foreign exchange contracts (1)	Other assets	6.9		—		6.9		—		Foreign exchange contracts (1)	Other assets	6.9		0		6.9		0
Foreign exchange contracts (2)	Other assets	0.2		—		0.2		—		Foreign exchange contracts (2)	Other assets	0.2		0		0.2		0
Total derivative assets		$	8.5	$	—	$	8.5	$	—	Total derivative assets		$	8.5	$	0	$	8.5	$	0
Derivative Liabilities										Derivative Liabilities
Interest rate contracts (1)	Other liabilities	$	0.6	$	—	$	0.6	$	—	Interest rate contracts (1)	Other liabilities	$	0.6	$	0	$	0.6	$	0
Foreign exchange contracts (1)	Other liabilities	7.0		—		7.0		—		Foreign exchange contracts (1)	Other liabilities	7.0		0		7.0		0
Foreign exchange contracts (2)	Other liabilities	6.0		—		6.0		—		Foreign exchange contracts (2)	Other liabilities	6.0		0		6.0		0
Total derivative liabilities		$	13.6	$	—	$	13.6	$	—	Total derivative liabilities		$	13.6	$	0	$	13.6	$	0

(1) Designated as hedges.

(2) Not designated as hedges.

GATX CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

We value derivatives using a pricing model with inputs (such as yield curves and foreign currency rates) that are observable in the market or that can be derived principally from observable market data. As of ~~March 31,~~September 30, 2020 and December 31, 2019, all derivatives were classified as Level 2 in the fair value hierarchy. There were no derivatives classified as Level 1 or Level 3.

The following table shows the amounts recorded on the balance sheet related to cumulative basis adjustments for fair value hedges as of ~~March 31,~~September 30, 2020 and December 31, 2019 (in millions).


	Carrying Amount of the Hedged Assets/(Liabilities)				Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets/(Liabilities)
Line Item in the Balance Sheet in Which the Hedged Item is Included	September 30 2020		December 31 2019		September 30 2020		December 31 2019
Recourse debt	$	(304.3)	$	(449.9)	$	6.9	$	1.4

Carrying Amount of the Hedged Assets/(Liabilities) Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets/(Liabilities)
Line Item in the Balance Sheet in Which the Hedged Item is Included
March 31
2020

December 31
2019

March 31
2020

December 31
2019

Recourse debt $ (304.9 ) $ (449.9 ) $ 8.3
$ 1.4

The following ~~table shows~~tables show the impacts of our derivative instruments on our statement of comprehensive income for the three and nine months ended ~~March 31,~~September 30, 2020 and 2019 (in millions):


	Amount of Loss (Gain) Recognized in Other Comprehensive Income				Location of Loss (Gain) Reclassified from Accumulated Other Comprehensive Income into Income	Amount of Loss (Gain) Reclassified from Accumulated Other Comprehensive Income into Income
	Three Months Ended September 30					Three Months Ended September 30
Derivative Designation	2020		2019			2020		2019
Derivatives in cash flow hedging relationships:
Interest rate contracts	$	0	$	1.6	Interest expense	$	0.6	$	0.5
Foreign exchange contracts	10.5		(19.8)		Other (income) expense	10.4		(19.3)
Total	$	10.5	$	(18.2)	Total	$	11.0	$	(18.8)

GATX CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

The following ~~table shows~~tables show the impact of our fair value and cash flow hedge accounting relationships, as well as the impact of our non-designated derivatives, on the statement of comprehensive income for the three and nine months ended ~~March 31,~~September 30, 2020 and 2019 (in millions):


	Location and Amount of Gain (Loss) Recognized in Income on Fair Value and Cash Flow Hedging Relationships
	Three Months Ended September 30				Three Months Ended September 30
	2020				2019
	Interest (expense), net		Other income (expense)			Interest (expense), net		Other income (expense)
Total amounts of income and expense presented in the statements of comprehensive income in which the effects of fair value or cash flow hedges are recorded	$	(48.6)	$	(1.2)		$	(44.7)	$	(1.7)
Gain (loss) on fair value hedging relationships
Interest rate contracts:
Hedged items	1.3		0			(1.3)		0
Derivatives designated as hedging instruments	(1.3)		0			1.3		0
Gain (loss) on cash flow hedging relationships
Interest rate contracts:
Amount of gain (loss) reclassified from accumulated other comprehensive income into income	(0.6)		0			(0.5)		0
Foreign exchange contracts:
Amount of gain (loss) reclassified from accumulated other comprehensive income into income (1)	0		(10.4)			0		19.3
Gain (loss) on non-designated derivative contracts	0		2.2			0		4.0

(1) These amounts are substantially offset by foreign currency remeasurement adjustments on related hedged instruments, also recognized in other income (expense).

GATX CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

Other Financial Instruments

Except for derivatives, as disclosed above, GATX has no other assets and liabilities measured at fair value on a recurring basis. The carrying amounts of cash and cash equivalents, rent and other receivables, accounts payable, and commercial paper and borrowings under bank credit facilities with maturities under one year approximate fair value due to the short maturity of those instruments. We estimate the fair values of fixed and floating rate debt using discounted cash flow analyses that are based on interest rates currently offered for loans with similar terms to borrowers of similar credit quality. The inputs we use to estimate each of these values are classified in Level 2 of the fair value hierarchy because they are directly or indirectly observable inputs.

The following table shows the carrying amounts and fair values of our other financial instruments (in millions):

March 31, 2020 December 31, 2019

Carrying
Amount

Fair
Value

Carrying
Amount

Fair
Value
Liabilities
Recourse fixed rate debt $ 4,153.8
$ 4,354.7
$ 4,389.3
$ 4,644.6
Recourse floating rate debt 915.6
911.8
417.5
419.0
Borrowings under bank credit facilities 250.0
248.9
—
—

~~GATX CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)~~

NOTE 8. Pension and Other Post-Retirement Benefits

The following table shows the components of our pension and other post-retirement net periodic cost for the three months ended ~~March 31,~~September 30, 2020 and 2019 (in millions):


	2020 Pension Benefits		2019 Pension Benefits		2020 Retiree Health and Life		2019 Retiree Health and Life
Service cost	$	2.0	$	1.7	$	0	$	0
Interest cost	3.1		3.8		0.1		0.2
Expected return on plan assets	(5.0)		(5.6)		0		0
Amortization of (1):
Unrecognized prior service credit	0		—		0		0
Unrecognized net actuarial loss (gain)	3.1		2.0		(0.1)		0
Net periodic cost	$	3.2	$	1.9	$	0	$	0.2

2020
Pension
Benefits

2019
Pension
Benefits

2020
Retiree Health and Life
2019
Retiree Health and Life
Service cost $ 2.0
$ 1.7
$ —
$ —
Interest cost 3.1
3.8
0.1
0.2
Expected return on plan assets (5.1 ) (5.5 ) —
—
Amortization of (1):
Unrecognized prior service credit —
—
—
—
Unrecognized net actuarial loss 3.1
1.9
—
—
Net periodic cost $ 3.1
$ 1.9
$ 0.1
$ 0.2

~~________~~The following table shows the components of our pension and other post-retirement benefits expense for the nine months ended September 30, 2020 and 2019 (in millions):


	2020 Pension Benefits		2019 Pension Benefits		2020 Retiree Health and Life		2019 Retiree Health and Life
Service cost	$	6.0	$	4.9	$	0.1	$	0.1
Interest cost	9.2		11.4		0.4		0.7
Expected return on plan assets	(15.1)		(16.6)		0		0

Amortization of (1):
Unrecognized prior service credit	0		—		(0.1)		(0.1)
Unrecognized net actuarial loss (gain)	9.5		6.0		(0.3)		(0.1)
Net periodic cost	$	9.6	$	5.7	$	0.1	$	0.6

(1) Amounts reclassified from accumulated other comprehensive loss.

GATX CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

The service cost component of net periodic cost is recorded in selling, general and administrative expense in the statements of comprehensive income, and the non-service components are recorded in other expense.

NOTE 9. Share-Based Compensation

During the ~~three~~nine months ended ~~March 31,~~September 30, 2020, we granted 288,000 non-qualified employee stock options, 34,950 restricted stock units, 54,270 performance shares, and ~~5,753~~20,361 phantom stock units. For the three months and nine months ended ~~March 31,~~September 30, 2020, total share-based compensation expense was ~~$2.2~~$3.9 million and $9.8 million and the related tax benefits were ~~$0.5~~$1.0 million and $2.5 million. For the three months and nine months ended ~~March 31,~~September 30, 2019, total share-based compensation expense was ~~$5.1~~$4.1 million and $13.7 million the related tax benefits were ~~$1.3~~$1.0 million and $3.4 million.

The estimated fair value of our 2020 non-qualified employee stock option awards and related underlying assumptions are shown in the table below.


		2020
		~~2020~~
Weighted-average estimated fair value	$22.50
Quarterly dividend rate		$0.48
Expected term of stock options, in years		4.2
Risk-free interest rate		1.3%
Dividend yield		2.5%
Expected stock price volatility		28.5%
Present value of dividends		$7.89

NOTE 10. Income Taxes

Our effective income tax rate for continuing operations was ~~32.5%~~29.1% for the ~~three~~nine months ended ~~March 31,~~September 30, 2020, compared to ~~23.8%~~24.7% for the ~~three~~nine months ended ~~March 31,~~September 30, 2019. The difference in the effective ~~rates~~rate for the current year compared to the prior year is primarily ~~due~~attributable to the prior year reduction of the corporate income tax rate enacted in Alberta, Canada. Additionally, the effective tax rate was impacted by the mix of pre-tax income among domestic and foreign jurisdictions, which are taxed at different ~~rates.~~rates, and the reduction of the corporate income tax rate enacted in India in the current year. Incremental tax benefits associated with share-based compensation were also recognized in each period.

Our effective income tax rate for discontinued operations was 93.0% for the nine months ended September 30, 2020, compared to 23.1% for the nine months ended September 30, 2019. The difference in the effective tax rate in the current year compared to the prior year is primarily attributable to the tax impacts from the sale of our ASC business on May 14, 2020.

NOTE 11. Commercial Commitments

We have entered into various commercial commitments, such as standby letters of credit, ~~and~~ 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.

~~GATX CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)~~

The following table shows our commercial commitments (in millions):

March 31
2020

December 31
2019
Standby letters of credit and performance bonds $ 9.3
$ 9.3


	September 30 2020		December 31 2019
Standby letters of credit and performance bonds	$	9.3	$	9.3
Derivative guarantees	1.5		—
Total commercial commitments (1)	$	10.8	$	9.3

_______

(1) There were no liabilities recorded on the balance sheet for commercial commitments at ~~March 31,~~September 30, 2020 and December 31, 2019. As of ~~March 31,~~September 30, 2020, our outstanding commitments expire in 2020 through ~~2021.~~2023. We are not aware of any event that would require us to satisfy any of our commitments.

GATX CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

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.

NOTE 12. Earnings per Share

We compute basic earnings per share by dividing net income available to our common shareholders by the weighted-average number of shares of our common stock outstanding. We weight shares issued or reacquired for the portion of the period that they were outstanding. Our diluted earnings per share reflect the impacts of our potentially dilutive securities, which include our equity compensation awards.

The following table shows the computation of our basic and diluted net income per common share (in millions, except per share amounts):


	Three Months Ended September 30				Nine Months Ended September 30
	2020		2019		2020		2019
Numerator:
Net income from continuing operations	$	48.2	$	37.2	$	132.4	$	138.7
Net (loss) income from discontinued operations	(0.3)		7.9		1.1		15.9
Net income	$	47.9	$	45.1	$	133.5	$	154.6

Denominator:
Weighted-average shares outstanding - basic	35.0		35.4		34.9		35.9
Effect of dilutive securities:
Equity compensation plans	0.4		0.6		0.5		0.7
Weighted-average shares outstanding - diluted	35.4		36.0		35.4		36.6

Basic earnings per share from continuing operations	$	1.38	$	1.05	$	3.79	$	3.86
Basic earnings per share from discontinued operations	(0.01)		0.23		0.03		0.44
Basic earnings per share from consolidated operations	$	1.37	$	1.28	$	3.82	$	4.30

Diluted earnings per share from continuing operations	$	1.36	$	1.03	$	3.74	$	3.79
Diluted earnings per share from discontinued operations	(0.01)		0.22		0.03		0.43
Diluted earnings per share from consolidated operations	$	1.35	$	1.25	$	3.77	$	4.22

Three Months Ended
March 31
2020 2019
Numerator:
Net income $ 46.3
$ 41.5

Denominator:
Weighted-average shares outstanding - basic 34.9
36.5
Effect of dilutive securities:
Equity compensation plans 0.5
0.6
Weighted-average shares outstanding - diluted 35.4
37.1
Basic earnings per share $ 1.33
$ 1.14
Diluted earnings per share $ 1.31
$ 1.12

GATX CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

NOTE 13. Accumulated Other Comprehensive Income (Loss)

The following table shows the change in components for accumulated other comprehensive loss (in millions):

Foreign Currency Translation Gain (Loss) Unrealized Loss on Derivative Instruments Post-Retirement Benefit Plans Total
Balance at December 31, 2019 $ (68.1 ) $ (10.1 ) $ (85.4 ) $ (163.6 )
Change in component (39.6 ) 3.9
(0.2 ) (35.9 )
Reclassification adjustments into earnings (1) —
(4.9 ) 3.1
(1.8 )
Income tax effect —
0.3
(0.7 ) (0.4 )
Balance at March 31, 2020 $ (107.7 ) $ (10.8 ) $ (83.2 ) $ (201.7 )
________

(1) See "Note 7. Fair Value Disclosure" and "Note 8. Pension and Other Post-Retirement Benefits" for impacts of the reclassification adjustments on the statement of comprehensive income.

~~See "Note 7. Fair Value Disclosure" and "Note 8.~~ ~~Pension and Other Post-Retirement Benefits" for impacts of the reclassification adjustments on the statement of comprehensive income.~~

~~GATX CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)~~

NOTE 14. Legal Proceedings and Other Contingencies

Various legal actions, claims, assessments and other contingencies arising in the ordinary course of business are pending against GATX and certain of our subsidiaries. These matters are subject to many uncertainties, and it is possible that some of these matters could ultimately be decided, resolved or settled adversely. For a full discussion of our pending legal matters, please refer to the notes included with our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2019.

Viareggio Derailment

In June 2009, tank cars owned by GATX Rail Austria GmbH and its subsidiaries (collectively, “GRA”) and leased to a subsidiary of the Italian state-owned railway (the "Italian Railway") were involved in a train derailment in Viareggio, Italy, resulting in personal injuries, deaths, and property damage. Claimants filed numerous civil claims and Italian prosecutors brought criminal charges against GRA, various Italian Railway companies, and certain of their current or former employees. The insurers for the Italian Railway and GRA have fully settled and resolved most of the civil claims. In January 2017, an Italian trial court in Lucca, Italy found the defendants guilty of negligence-based crimes related to the accident. The court imposed a fine of 1.4 million Euros against GRA and prison sentences against its employees. GRA appealed the trial court's ruling to the Court of Appeals in Florence, and on June 20, 2019, the appellate court affirmed the guilty verdicts, with minor reductions in fines and penalties. GRA and the employees appealed to the Supreme Court in Rome, Italy, which scheduled the commencement of oral argument for December 2, 2020. The length and schedule for the parties’ oral arguments are currently unknown, but we expect the Italian Supreme Court to render its decision immediately following the conclusion of the oral argument phase. GRA will continue to incur legal expenses and related costs in connection with the appeal, although these expenses are not expected to be material. We cannot predict the outcome of the appellate process and thus cannot reasonably estimate the possible amount or range of loss that ultimately may be incurred in connection with this litigation.

GATX CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

NOTE 15.15. Financial Data of Business Segments

We lease, operate, manage, and remarket long-lived, widely-used assets, primarily in the rail market. We report our financial results through 43 primary business segments: Rail North America, Rail International, and Portfolio ~~Management, and~~Management. Historically, we also reported financial results for American Steamship Company ("ASC"). as a fourth segment.

ASC operates the largest fleet of US-flagged vessels on the Great Lakes, providing waterborne transportation of dry bulk commodities such as iron ore, coal, limestone aggregates, and metallurgical limestone.

GATX CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

GATX CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

GATX CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)


	Rail North America		Rail International		Portfolio Management		Other		GATX Consolidated
Nine Months Ended September 30, 2020
Revenues
Lease revenue	$	630.8	$	181.9	$	0.6	$	0	$	813.3
Marine operating revenue	0		0		11.6		0		11.6
Other revenue	72.5		6.5		0.4		0		79.4
Total Revenues	703.3		188.4		12.6		0		904.3
Expenses
Maintenance expense	206.5		38.3		0		0		244.8
Marine operating expense	0		0		10.9		0		10.9
Depreciation expense	193.0		48.4		4.0		0		245.4
Operating lease expense	38.1		0		0		0		38.1
Other operating expense	20.8		4.9		0.3		0		26.0
Total Expenses	458.4		91.6		15.2		0		565.2
Other Income (Expense)
Net gain on asset dispositions	39.9		0.8		1.6		0		42.3
Interest (expense) income, net	(103.5)		(34.0)		(9.1)		5.1		(141.5)
Other expense	(3.2)		(5.7)		0		(3.3)		(12.2)
Share of affiliates' pre-tax income	0		0		93.2		0		93.2
Segment profit	$	178.1	$	57.9	$	83.1	$	1.8	$	320.9
Less:
Selling, general and administrative expense									125.8
Income taxes (includes $33.1 related to affiliates' earnings)									62.7
Net income from continuing operations									$	132.4

Discontinued operations, net of taxes
Net loss from discontinued operations, net of taxes									$	(2.2)
Gain on sale of discontinued operations, net of taxes									3.3
Total discontinued operations, net of taxes									$	1.1

Net income									$	133.5

Net Gain on Asset Dispositions
Asset Remarketing Income:
Net gains on disposition of owned assets	$	39.1	$	0.2	$	0.1	$	0	$	39.4
Residual sharing income	0.3		0		1.5		0		1.8
Non-remarketing net gains (1)	0.5		0.6		0		0		1.1

	$	39.9	$	0.8	$	1.6	$	0	$	42.3

Capital Expenditures
Portfolio investments and capital additions	$	474.6	$	164.5	$	0.3	$	2.0	$	641.4

__________

(1) Includes net gains (losses) from scrapping of railcars.

GATX CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)


	Rail North America		Rail International		Portfolio Management		Other		GATX Consolidated
Nine Months Ended September 30, 2019
Revenues
Lease revenue	$	654.3	$	161.7	$	0.8	$	0	$	816.8
Marine operating revenue	0		0		4.4		0		4.4
Other revenue	73.7		6.2		0.5		0		80.4
Total Revenues	728.0		167.9		5.7		0		901.6
Expenses
Maintenance expense	199.8		35.5		0		0		235.3
Marine operating expense	0		0		12.0		0		12.0
Depreciation expense	192.6		42.7		4.9		0		240.2
Operating lease expense	41.1		0		0		0		41.1
Other operating expense	19.0		4.2		0.3		0		23.5
Total Expenses	452.5		82.4		17.2		0		552.1
Other Income (Expense)
Net gain on asset dispositions	44.6		1.2		1.1		0		46.9
Interest (expense) income, net	(101.4)		(30.2)		(8.3)		4.6		(135.3)
Other expense	(3.6)		(0.5)		0		(1.2)		(5.3)
Share of affiliates' pre-tax income	0		0		53.6		0		53.6
Segment profit	$	215.1	$	56.0	$	34.9	$	3.4	$	309.4
Less:
Selling, general and administrative expense									129.6
Income taxes (includes $10.0 related to affiliates' earnings)									41.1
Net income from continuing operations									$	138.7

Discontinued operations, net of taxes
Net income from discontinued operations, net of taxes									$	15.9
Gain on sale of discontinued operations, net of taxes									0
Total discontinued operations, net of taxes									$	15.9

Net income									$	154.6

Net Gain on Asset Dispositions
Asset Remarketing Income:
Net gains on disposition of owned assets	$	40.9	$	0	$	0	$	0	$	40.9
Residual sharing income	0.3		0		1.1		0		1.4
Non-remarketing net gains (1)	3.4		1.2		0		0		4.6

	$	44.6	$	1.2	$	1.1	$	0	$	46.9

Capital Expenditures
Portfolio investments and capital additions	$	342.4	$	158.6	$	0	$	2.8	$	503.8

__________

(1) Includes net gains (losses) from scrapping of railcars.

GATX CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

NOTE 16. Discontinued Operations

~~Subsequent Events~~

AsOn May 14, 2020, we completed the sale of ~~March 31, 2020, the~~our ASC business ~~continued~~for estimated proceeds of $258.3 million in cash, of which $1.1 million was held in escrow as of September 30, 2020 to ~~be classified as held~~satisfy potential indemnification claims for one year after the sale date.

Accordingly, the results of operations from our ASC business and ~~used because all criteria for held-for-sale accounting and reporting as provided in Accounting Standards Codification 360,~~ ~~Property, Plant and Equipment, had not been met. Specifically, the planned~~gain on sale of ASC ~~is subject to certain contingencies including regulatory approval and other transaction terms and conditions yet to be resolved. On April 22, 2020, subsequent to~~are reported in the ~~quarter ended March 31, 2020, regulatory approval~~accompanying consolidated statements of operations as “discontinued operations, net of taxes” for the ~~sale was granted by~~periods ended September 30, 2020 and 2019. The related assets and liabilities are classified as assets and liabilities of discontinued operations as of September 30, 2020 and December 31, 2019 in the ~~applicable governmental authorities. Subject to the resolution~~accompanying balance sheets. We recognized a net gain of ~~any further transaction contingencies, the sale is expected to close in~~$3.6 million, net of taxes, during the second quarter of ~~2020.~~2020 in connection with this sale. In the third quarter of 2020, we recognized a net loss of $0.3 million, net of taxes. The net loss on sale recognized in the current quarter was attributable to final post-closing adjustments and expenses related to the sale.

Results of discontinued operations reflect directly attributable revenues, operating and ownership expenses, and income taxes. Results also reflect intercompany allocations for interest. Interest expense was 0 and $2.0 million for the three and nine months ended September 30, 2020, compared to $1.6 million and $4.6 million for the same periods in 2019. Interest was allocated consistent with GATX's risk-adjusted approach for continuing operations.

The following table shows the financial results of our discontinued operations (in millions):


	Three Months Ended September 30				Nine Months Ended September 30
	2020		2019		2020		2019
Revenues	$	0	$	61.9	$	27.2	$	135.5
Expenses
Operating expense	0		44.5		22.5		96.8
Depreciation expense	0		3.6		1.7		7.1
Selling, general and administrative expense	0		1.8		2.8		6.0
Total Expenses	0		49.9		27.0		109.9
Other expense	0		(1.7)		(3.0)		(4.9)
Income (Loss) from Discontinued Operations Before Taxes	$	0	$	10.3	$	(2.8)	$	20.7
Income tax (expense) benefit	0		(2.4)		0.6		(4.8)
Income (Loss) from Discontinued Operations, Net of Taxes	$	0	$	7.9	$	(2.2)	$	15.9
(Loss) Gain on Sale of Discontinued Operations, Net of Taxes	(0.3)		0		3.3		0
Discontinued Operations, Net of Taxes	$	(0.3)	$	7.9	$	1.1	$	15.9

The following table shows the assets and liabilities of the discontinued ASC business (in millions):


	September 30		December 31
	2020		2019
Assets of Discontinued Operations:
Rent and other receivables	$	0	$	21.2
Operating assets and facilities, net	—		249.9
Other	0		20.0
Total Assets of Discontinued Operations	$	0	$	291.1

Liabilities of Discontinued Operations:
Accounts payable and accrued expenses	$	0	$	29.7
Deferred income taxes	0		35.8
Other	0		4.0
Total Liabilities of Discontinued Operations	$	0	$	69.5

GATX CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

The following table shows cash flow information for our discontinued operations (in millions):


	Nine Months Ended September 30
	2020		2019
Net Cash (Used In) Provided By Operating Activities	$	(8.5)	$	18.9
Net Cash Provided By (Used In) Investing Activities (1)	240.9		(18.7)
Net Cash Provided By (Used In) Financing Activities	21.8		(0.2)
Cash provided by discontinued operations, net	$	254.2	$	0

________

(1) Net cash provided by investing activities for the nine months ended September 30, 2020 includes proceeds from the sale of ASC of $257.2 million.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

OVERVIEW

We lease, operate, manage, and remarket long-lived, widely-used assets, primarily in the rail market. We report our financial results through ~~four~~three primary business segments: Rail North America, Rail International, and Portfolio ~~Management, and~~Management. Historically, we also reported financial results for American Steamship Company ("ASC"). as a fourth segment. On ~~February 7,~~May 14, 2020, we ~~entered into an agreement to sell ASC. The~~completed the sale isof our ASC business, subject to customary ~~closing conditions.~~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 ~~25. Subsequent Events" in Part II, Item 8 in our~~ ~~Annual Report on Form 10-K~~ ~~for the year ended December 31, 2019 and "Note~~ 16. ~~Subsequent Events"~~Discontinued Operations" in Item 1 of this Form 10-Q for additional information.

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

Operating results for the three and nine months ended ~~March 31,~~September 30, 2020 are not necessarily indicative of the results we may achieve for the entire year ending December 31, 2020. In particular, ~~ASC's fleet is inactive for a significant portion of the first quarter of each year due to winter conditions on the Great Lakes. In addition,~~ asset remarketing income does not occur evenly throughout the year. For more information, refer to the consolidated financial statements and footnotes in our Annual Report on Form 10-K for the year ended December 31, 2019.

Coronavirus Disease 2019 ("COVID-19")

COVID-19 ~~had limited impact on~~negatively impacted operating conditions for all of our ~~first quarter results. However, we~~business segments in the third quarter. We expect COVID-19 will ~~negatively impact~~continue to have negative impacts on our operating results in future periods, the magnitude and duration of which ~~cannot be determined at this time.~~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 ~~have~~ 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 impacted by the effects of COVID-19. The global economic recovery remains tenuous due to a potential COVID-19 resurgence. Our ~~first priority has been~~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 ~~robust~~implemented business continuity and crisis management ~~plans which have been implemented.~~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. We have no outstanding debt maturities due until June 2021. The COVID-19 pandemic continues to evolve rapidly, including the scope and duration of disruptions and the ~~shape~~pace and timing of the eventual recovery. ~~We cannot, at this time, reasonably estimate the impact this will have on our future results and have thus suspended our previously announced full-year 2020 earnings guidance.~~

Rail North America & Rail International

Industry railcar loadings have declined as the impact of COVID-19 has disrupted global manufacturing, supply chains, and consumer spending. WeWhile COVID-19 has not had a material impact on the financial performance of our global rail operations to date, we expect the reduction in economic activity to continue to impact our customers, which we expect, in turn, to impact the demand for our global railcar fleet.

Rail freight transportation and railcar repair have been deemed essential businesses globally. Our rail operations teams have ~~initiated~~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 ~~impact~~impacts of COVID-19 ~~continues to develop.~~continue.

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

Global air travel ~~has been~~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 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. ~~We expect~~While the major reduction in global air

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

~~ASC~~

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

DISCUSSION OF OPERATING RESULTS

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


	Three Months Ended September 30				Nine Months Ended September 30
	2020		2019		2020		2019
Segment Revenues
Rail North America	$	232.1	$	238.5	$	703.3	$	728.0
Rail International	67.1		58.0		188.4		167.9
Portfolio Management	5.2		2.3		12.6		5.7
	$	304.4	$	298.8	$	904.3	$	901.6
Segment Profit
Rail North America	$	56.1	$	60.9	$	178.1	$	215.1
Rail International	24.0		19.9		57.9		56.0
Portfolio Management	44.3		10.7		83.1		34.9
	124.4		91.5		319.1		306.0
Less:
Selling, general and administrative expense	42.0		42.6		125.8		129.6
Unallocated interest (income) expense	(2.2)		(1.4)		(5.1)		(4.6)
Other, including eliminations	0.6		0.6		3.3		1.2
Income taxes (includes $24.0 and $3.0 QTR and $33.1 and $10.0 YTD related to affiliates' earnings)	35.8		12.5		62.7		41.1
Net Income from Continuing Operations (GAAP)	$	48.2	$	37.2	$	132.4	$	138.7

Discontinued Operations, Net of Taxes
Net income (loss) from discontinued operations, net of taxes	—		7.9		(2.2)		15.9
(Loss) gain on sale of discontinued operation, net of taxes	(0.3)		—		3.3		—
(Loss) Income from Discontinued Operations, Net of Taxes	$	(0.3)	$	7.9	$	1.1	$	15.9

Net Income (GAAP)	$	47.9	$	45.1	$	133.5	$	154.6

Net income from continuing operations, excluding tax adjustments and other items (non-GAAP)	$	60.5	$	37.2	$	144.7	$	135.9
Net (loss) income from discontinued operations, excluding tax adjustments and other items (non-GAAP)	(0.3)		7.9		1.1		15.9
Net income from consolidated operations, excluding tax adjustments and other items (non-GAAP)	$	60.2	$	45.1	$	145.8	$	151.8

Diluted earnings per share from continuing operations (GAAP)	$	1.36	$	1.03	$	3.74	$	3.79
Diluted earnings per share from discontinued operations (GAAP)	(0.01)		0.22		0.03		0.43
Diluted earnings per share from consolidated operations (GAAP)	$	1.35	$	1.25	$	3.77	$	4.22

Diluted earnings per share from continuing operations, excluding tax adjustments and other items (non-GAAP) (1)	$	1.71	$	1.03	$	4.09	$	3.72
Diluted earnings per share from discontinued operations, excluding tax adjustments and other items (non-GAAP) (1)	(0.01)		0.22		0.03		0.43
Diluted earnings per share from consolidated operations, excluding tax adjustments and other items (non-GAAP) (1)	$	1.70	$	1.25	$	4.12	$	4.15

Investment Volume	$	249.9	$	190.8	$	641.4	$	503.8

Three Months Ended
March 31
2020 2019
Segment Revenues
Rail North America $ 235.7
$ 248.3
Rail International 60.1
54.2
Portfolio Management 3.6
2.8
ASC 9.5
11.7
$ 308.9
$ 317.0
Segment Profit
Rail North America $ 72.0
$ 68.4
Rail International 13.9
14.8
Portfolio Management 19.5
12.3
ASC 0.9
2.5
106.3
98.0
Less:
Selling, general and administrative expense 42.4
46.1
Unallocated interest (income) expense (1.3 ) (1.7 )
Other, including eliminations 1.7
0.2
Income taxes (includes $4.3 and $3.5 related to affiliates' earnings) 17.2
11.9
Net Income (GAAP)
$ 46.3
$ 41.5

Diluted earnings per share (GAAP) $ 1.31
$ 1.12

Investment Volume $ 194.7
$ 147.3

The following table shows our return on equity ("ROE") for the trailing 12 months ended ~~March 31:~~September 30:

2020 2019
ROE (GAAP) 11.9 % 9.7 %
ROE, excluding tax adjustments and other items (non-GAAP) (1) 13.8 % 11.0 %


	2020		2019
Return on Equity (GAAP)	10.2	%	11.2	%
Return on Equity, excluding tax adjustments and other items (non-GAAP) (1)	12.7	%	12.3	%

_________


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

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

Net income from continuing operations for the first ~~three~~nine months of 2020 was ~~$46.3~~$132.4 million, or ~~$1.31~~$3.74 per diluted share, compared to ~~$41.5~~$138.7 million, or ~~$1.12~~$3.79 per diluted share, in 2019. ~~Net~~Results for the nine months ended September 30, 2020 included a net deferred income tax expense of $12.3 million, or $0.35 per diluted share, related to the elimination of a previously announced corporate income tax rate reduction in the United Kingdom. Results for the nine months ended September 30, 2019 included a net deferred tax benefit of $2.8 million, or $0.07 per diluted share, related to a reduction of the corporate income tax rate enacted in Alberta, Canada (see "Non-GAAP Financial Measures" at the end of this item for further details). Excluding the impact of these items, net income from continuing operations increased ~~$4.8~~$8.8 million compared to the prior year, largely due to higher share of affiliates' earnings and higher contribution from our marine operations, partially offset by lower asset disposition gains at Rail North America and higher ~~affiliate~~maintenance expenses.

Net income ~~partially offset by~~from continuing operations for the third quarter of 2020 was $48.2 million, or $1.36 per diluted share, compared to $37.2 million, or $1.03 per diluted share, in 2019. Results for the three months ended September 30, 2020 included a net deferred income tax expense of $12.3 million, or $0.35 diluted share, related to the elimination of a previously announced corporate income tax rate reduction in the United Kingdom. Excluding the impact of this item, net income from continuing operations increased $23.3 million compared to the prior year, largely due to higher ~~maintenance expenses~~share of affiliates' earnings and ~~lower revenue.~~higher asset disposition gains at Rail North America.

Segment Operations

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

RAIL NORTH AMERICA

Segment Summary

During the quarter ended ~~March 31,~~September 30, 2020, ~~decreased railcar loadings and increased railroad velocity persisted in~~ the North American railcar leasing ~~market.~~market remained challenged due to a persistent oversupply of railcars and weakness in certain markets, exacerbated by COVID-19's impact. While absolute rates were generally flat to slightly higher for most car types compared to the second quarter, railcar lessors continued to compete 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 98.2% at the end of the quarter.

Although COVID-19 continued to challenge the operating environment at Rail North America, was able to maintain strong utilization throughout the quarter. Rail North America began to see impacts of COVID-19 in late March as industry railcar loadings across commodities began to decline in response to the dramatic reduction in overall economic activity. While theit has not had a material impact ~~of COVID-19~~ on Rail North America's ~~first~~financial results. Rail North America did not receive any new restructuring requests from customers during the third quarter, ~~results was limited, we expect COVID-19~~and to date, restructuring requests that have been approved did not have a ~~negative~~significant impact on ~~our~~Rail North America's financial results. Railcar repair facilities continued to operate, but some experienced periodic operating disruptions in the quarter. As a result of the aforementioned factors, Rail North America expects ongoing pressure on future railcar utilization, lease rates, ~~maintenance expense,~~ and other key performance metrics. We also anticipate the secondary market for selling railcars to be more limited in the near term. Additionally, certain of our customers have requested deferral of lease payments, lease rate reductions, and delays in the timing of new railcar deliveries. All of these factors will put pressure on our future operating results,metrics, the magnitude and duration of which ~~cannot be determined at this time.~~are still uncertain.

The following table shows Rail North America's segment results (in millions):


	Three Months Ended September 30				Nine Months Ended September 30
	2020		2019		2020		2019
Revenues
Lease revenue	$	208.7	$	214.6	$	630.8	$	654.3
Other revenue	23.4		23.9		72.5		73.7
Total Revenues	232.1		238.5		703.3		728.0

Expenses
Maintenance expense	63.2		64.0		206.5		199.8
Depreciation expense	65.0		63.9		193.0		192.6
Operating lease expense	12.3		13.7		38.1		41.1
Other operating expense	6.6		6.2		20.8		19.0
Total Expenses	147.1		147.8		458.4		452.5

Other Income (Expense)
Net gain on asset dispositions	7.9		4.3		39.9		44.6
Interest expense, net	(35.7)		(33.1)		(103.5)		(101.4)
Other expense	(1.1)		(1.0)		(3.2)		(3.6)

Segment Profit	$	56.1	$	60.9	$	178.1	$	215.1

Investment Volume	$	204.1	$	138.1	$	474.6	$	342.4

The following table shows the components of Rail North America's lease revenue (in millions):


	Three Months Ended September 30				Nine Months Ended September 30
	2020		2019		2020		2019
Railcars	$	184.8	$	187.3	$	558.3	$	570.8
Boxcars	16.5		17.9		50.0		55.7
Locomotives	7.4		9.4		22.5		27.8
Total	$	208.7	$	214.6	$	630.8	$	654.3

Rail North America Fleet Data

At ~~March 31,~~September 30, 2020, Rail North America's wholly owned fleet, excluding boxcars, consisted of approximately ~~102,500~~ 103,400cars, and fleet utilization was ~~99.0% at March 31, 2020,~~98.2%, compared to ~~99.3%~~98.7% at the end of the prior quarter, and ~~99.4%~~99.2% at ~~March 31,~~September 30, 2019. Fleet utilization for our approximately ~~15,000~~14,800 boxcars was ~~94.6%~~94.5% at ~~March 31,~~September 30, 2020, compared to ~~95.0%~~94.6% at the end of the prior quarter, and ~~95.2%~~93.5% at ~~March 31,~~September 30, 2019. Utilization is calculated as the number of railcars on lease as a percentage of total railcars in the fleet.

During the ~~first~~third quarter of 2020, an average of approximately ~~101,700~~101,600 railcars, excluding boxcars, were on lease, compared to ~~102,300~~101,600 in the prior quarter and ~~104,600~~102,700 for the quarter ended ~~March 31,~~September 30, 2019. Changes in railcars on lease compared to prior periods are impacted by the number of new railcars purchased under our supply agreements or in the secondary market and the disposition of railcars that were sold or ~~scrapped. During~~scrapped, as well as the first quarter of 2020, the renewal rate change of the Lease Price Index (the "LPI", see definition below) was negative 11.6%, compared to negative 9.1% in the prior quarter, and positive 5.2% in the first quarter of 2019. Lease terms on renewals for cars in the LPI averaged 31 months in the current quarter, compared to 37 months in the prior quarter, and 39 months in the first quarter of 2019. Additionally, the renewal success rate, which represents the percentage of expiring leases that were renewed with the existing lessee, was 74.6% in the current quarter, compared to 84.0% in the prior quarter, and 83.6% in the first quarter of 2019. The renewal success rate is an important metric because railcars returned by our customers may incur transition costs, including additional repairs and related service prior to being leased to new customers, which may increase maintenance and associated expenses.fleet utilization rate.

As of ~~March 31,~~September 30, 2020, leases for approximately ~~13,500~~5,800 tank cars and freight cars and approximately ~~2,900~~1,600 boxcars are scheduled to expire over the remainder of 2020. These amounts exclude railcars on leases expiring in 2020 that have already been renewed or assigned to a new lessee.

The following table shows fleet activity for Rail North ~~America's segment results (in millions):~~America railcars, excluding boxcars, for the quarter ended:


	September 30 2019		December 31 2019		March 31 2020		June 30 2020		September 30 2020
Beginning balance	103,554		103,255		102,845		102,558		102,891
Cars added	902		965		883		1,220		1,578
Cars scrapped	(513)		(620)		(389)		(570)		(623)
Cars sold	(688)		(755)		(781)		(317)		(483)
Ending balance	103,255		102,845		102,558		102,891		103,363
Utilization rate at quarter end	99.2	%	99.3	%	99.0	%	98.7	%	98.2	%
Average active railcars	102,653		102,309		101,668		101,600		101,552

Three Months Ended
March 31

2020 2019
Revenues
Lease revenue $ 212.1
$ 220.9
Other revenue 23.6
27.4
   Total Revenues 235.7
248.3

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

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

Investment Volume $ 110.9
$ 99.0

The following table shows ~~the components of~~fleet statistics for Rail North ~~America's lease revenue (in millions):~~America boxcars for the quarter ended:


	September 30 2019		December 31 2019		March 31 2020		June 30 2020		September 30 2020
Ending balance	15,803		15,264		15,026		14,936		14,753
Utilization	93.5	%	95.0	%	94.6	%	94.6	%	94.5	%

Three Months Ended
March 31
2020 2019
Railcars $ 187.8
$ 193.7
Boxcars 16.4
18.0
Locomotives 7.9
9.2
Total $ 212.1
$ 220.9

Lease Price Index

Our ~~LPI~~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.

~~Rail North America Fleet Data~~

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

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

During the third quarter of 2020, the renewal rate change of the LPI was negative 29.4%, compared to negative 28.0% in the prior quarter, and negative 7.7% in the third quarter of 2019. Lease terms on renewals for cars in the LPI averaged 29months in the current quarter, compared to 31 months in the prior quarter, and 40 months in the third quarter of 2019. Additionally, the renewal success rate, which represents the percentage of expiring leases that were renewed with the existing lessee, was 58.1% in the current quarter, compared to 71.8% in the prior quarter, and 75.2% in the third quarter of 2019. The ~~following table shows fleet statistics for Rail North America boxcars for the quarter ended:~~

March 31
2019 June 30
2019 September 30
2019 December 31
2019 March 31
2020
Ending balance 16,006
15,921
15,803
15,264
15,026
Utilization 95.2 % 94.1 % 93.5 % 95.0 % 94.6 %

renewal success rate is an important metric because railcars returned by our customers may remain idle or incur additional maintenance and freight costs prior to being leased to new customers.

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

Segment Profit

In the first ~~quarter~~nine months of 2020, segment profit of ~~$72.0~~$178.1 million ~~increased 5.3%~~decreased 17.2% compared to ~~$68.4~~$215.1 million for the same period in the prior year. The ~~increase~~decrease was ~~a result of~~primarily driven by lower lease revenue, higher maintenance expense, and lower net gains on asset dispositions in the current ~~year, offset by lower lease revenue and higher maintenance expense.~~year. The timing of asset ~~remarketing income~~dispositions varies throughout the year.

Revenues

In the first ~~quarter~~nine months of 2020, lease revenue decreased ~~$8.8~~$23.5 million, or ~~4.0%~~3.6%, ~~primarily due to~~a result of fewer railcars and locomotives on lease, lower ~~revenue across railcar categories.~~lease rates, and lower boxcar revenue. Other revenue decreased ~~$3.8~~$1.2 million, due to lower lease termination fees, ~~partially~~ offset by higher repair revenue.

Expenses

In the first ~~quarter~~nine months of 2020, maintenance expense increased ~~$4.1~~$6.7 million, ~~primarily due to more tank qualifications~~driven by higher assignment activity, partially offset by lower repairs performed ~~and higher assignment-related costs.~~by the railroads. Depreciation expense ~~decreased $0.7~~increased $0.4 million ~~driven by~~due to the timing of new railcar investments and dispositions. Operating lease expense decreased ~~$0.4~~$3.0 million, resulting from the purchase of railcars previously on operating leases. Other operating expense increased ~~$0.2~~$1.8 million due to higher switching, freight, and storage costs.

Other Income (Expense)

In the first ~~quarter~~nine months of 2020, net gain on asset dispositions ~~increased $18.6~~decreased $4.7 million, ~~attributable~~due to ~~more~~fewer railcars ~~and locomotives~~ sold and lower net scrapping ~~losses in the current year.~~gains. Net interest expense ~~decreased $0.9~~increased $2.1 million, primarily driven by ~~the absence of fees associated with~~ a ~~securitized line of credit terminated in the prior year.~~higher average debt balance and a higher average interest rate.

Investment Volume

During the first ~~three~~nine months of 2020, investment volume was ~~$110.9~~$474.6 million compared to ~~$99.0~~$342.4 million in the same period in 2019. We acquired ~~738~~3,533 newly built railcars and purchased 7355 railcars in the secondary market in the first ~~three~~nine months of 2020, compared to ~~412~~1,814 newly built railcars and ~~266~~366 railcars purchased in the secondary market in the same period in 2019.

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

Comparison of the Third Quarter of 2020 to the Third Quarter of 2019

Segment Profit

In the third quarter of 2020, segment profit of $56.1 million decreased 7.9% compared to $60.9 million for the same period in the prior year. The decrease was primarily driven by lower lease revenue, partially offset by higher net gains on asset dispositions. The timing of asset dispositions varies throughout the year.

Revenues

In the third quarter of 2020, lease revenue decreased $5.9 million, or 2.7%, primarily due to lower utilization. Other revenue decreased $0.5 million, driven by lower lease termination fees, partially offset by higher repair revenue.

Expenses

In the third quarter of 2020, maintenance expense decreased $0.8 million, primarily driven by lower repairs performed by the railroads. Depreciation expense increased $1.1 million, due to the timing of railcar investments and dispositions. Operating lease expense decreased $1.4 million, due to the purchase of railcars previously on operating leases. Other operating expense increased $0.4 million due to higher switching, freight, and storage costs.

Other Income (Expense)

In the third quarter of 2020, net gain on asset dispositions increased $3.6 million, attributable to higher net gains on railcars sold in the secondary market. Net interest expense increased $2.6 million, driven by a higher average debt balance and a higher average interest rate. Other expense was comparable to the same period in the prior year.

RAIL INTERNATIONAL

Segment Summary

Rail International, composed primarily of GATX Rail Europe ("GRE"), continued to produce strong operating results in the first ~~three~~nine months of 2020. ~~The~~GRE experienced small lease renewal rate ~~environment~~increases in ~~Europe was strong during~~ the ~~first~~ quarter, ~~and~~as demand for railcars ~~was~~in Europe remained stable. ~~The impact of~~ COVID-19 ~~on GRE's first quarter results was~~did not ~~significant, but the rapid weakening of the Polish Zloty at the end of the quarter did~~ have a ~~negative~~material impact on GRE's ~~first~~third quarter ~~reported~~operating results. However, GRE continued to experience delays in new railcar investments due to COVID-19 related interruptions at railcar manufacturing facilities. There were no new customer lease restructuring requests in the third quarter, and requests approved to date have had a minimal impact on GRE's financial results. GRE began to see impacts of COVID-19 late in the first quarter as demand across the industries we serve began to decline. Further, certain of our customers have requested deferral of lease payments, lease rate reductions, and delays in the timing of new railcar deliveries. GRE expects ~~these factors to negatively impact our~~ongoing pressure on future railcar utilization and lease rates, ~~which will impact our future operating results,~~ the magnitude and duration of which ~~cannot be determined~~are still uncertain.

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


	Three Months Ended September 30				Nine Months Ended September 30
	2020		2019		2020		2019
Revenues
Lease revenue	$	64.5	$	55.6	$	181.9	$	161.7
Other revenue	2.6		2.4		6.5		6.2
Total Revenues	67.1		58.0		188.4		167.9

Expenses
Maintenance expense	13.5		12.2		38.3		35.5
Depreciation expense	17.1		14.5		48.4		42.7
Other operating expense	1.6		1.4		4.9		4.2
Total Expenses	32.2		28.1		91.6		82.4

Other Income (Expense)
Net gain on asset dispositions	0.5		0.3		0.8		1.2
Interest expense, net	(11.9)		(10.2)		(34.0)		(30.2)
Other income (expense)	0.5		(0.1)		(5.7)		(0.5)

Segment Profit	$	24.0	$	19.9	$	57.9	$	56.0

Investment Volume	$	45.3	$	51.8	$	164.5	$	158.6

GRE Fleet Data

At September 30, 2020, GRE's wholly owned fleet consisted of approximately 26,000 cars, and fleet utilization was 98.2% at ~~this time.~~

~~Railcar utilization for GRE was 98.5% at March 31,~~September 30, 2020, compared to ~~99.3%~~98.4% at the end of the prior quarter and ~~98.9%~~99.4% at ~~March 31,~~September 30, 2019. Utilization is calculated as the number of railcars on lease as a percentage of total railcars in the fleet. ~~In addition, Rail India benefited from more cars~~

During the third quarter of 2020, an average of approximately 25,400 railcars were on lease, compared to 25,100 in the prior quarter and 23,900 for the quarter ended September 30, 2019. 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 ~~it continues to expand its fleet.~~

~~The following table shows Rail International's segment results (in millions):~~well as the fleet utilization rate.

Three Months Ended
March 31
2020 2019
Revenues
Lease revenue $ 58.3
$ 52.2
Other revenue 1.8
2.0
   Total Revenues 60.1
54.2

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

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

Investment Volume $ 69.3
$ 33.1

The following table shows fleet activity for GRE railcars for the quarter ended:


	September 30 2019		December 31 2019		March 31 2020		June 30 2020		September 30 2020
Beginning balance	23,967		24,211		24,561		25,352		25,705
Cars added	325		416		871		423		331
Cars scrapped or sold	(81)		(66)		(80)		(70)		(80)
Ending balance	24,211		24,561		25,352		25,705		25,956
Utilization rate at quarter end	99.4	%	99.3	%	98.5	%	98.4	%	98.2	%
Average active railcars	23,877		24,216		24,622		25,100		25,369

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

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

Foreign Currency

Rail International's reported ~~financial~~ results of operations are impacted by fluctuations in the exchange rates of the U.S. dollar versus foreign currencies in which it conducts business, primarily the euro. In the first ~~quarter~~nine months of 2020, ~~a weaker~~fluctuations in the value of the euro, relative to the U.S. dollar, ~~negatively impacted~~did not have a meaningful impact on lease revenue ~~by approximately $1.4 million and~~or segment profit, excluding other income (expense), ~~by approximately $0.6 million~~ compared to the same period in 2019.

Segment Profit

In the first ~~quarter~~nine months of 2020, segment profit of ~~$13.9~~$57.9 million ~~decreased 6.1%~~increased 3.4% compared to ~~$14.8~~$56.0 million for the same period in the prior year. The ~~decrease~~increase was ~~largely~~primarily due to higher lease revenue from more railcars on lease, offset by higher depreciation expense and the negative impact of changes in foreign exchange rates on non-functional currency ~~items, partially offset by higher lease revenue from more railcars on lease.~~items.

Revenues

In the first ~~quarter~~nine months of 2020, lease revenue increased ~~$6.1~~$20.2 million, or ~~11.7%~~12.5%, due to more railcars on lease ~~partially offset by the impact of foreign exchange rates.~~at GRE and Rail India.

Expenses

In the first ~~quarter~~nine months of 2020, maintenance expense increased ~~$0.8~~$2.8 million, ~~driven by~~primarily due to higher wheelset costs and other ~~repairs, partially offset by lower workshop costs.~~repairs. Depreciation expense increased ~~$1.5~~$5.7 million, ~~due to~~resulting from the impact of new railcars added to the ~~fleet, partially offset by the impact of foreign exchange rates.~~fleet.

Other Income (Expense)

In the first ~~quarter~~nine months of 2020, net gain on asset dispositions decreased ~~$0.3~~$0.4 million, attributable to lower ~~railcar~~net scrapping gains. Net interest expense increased ~~$0.7~~$3.8 million, due to a higher average debt balance, partially offset by a lower average interest rate. Other expense increased ~~$3.2~~$5.2 million, ~~largely due to~~driven by the negative impact of changes in foreign exchange rates on non-functional currency ~~items.~~items and higher net litigation costs related to the Viareggio matter, which reflected the absence of insurance proceeds received in the prior year.

Investment Volume

During the first ~~three~~nine months of 2020, investment volume was ~~$69.3~~$164.5 million compared to ~~$33.1~~$158.6 million in the same period in 2019. In the first ~~three~~nine months of 2020, GRE acquired ~~443~~1,194 newly built railcars and purchased ~~428~~ 431railcars in the secondary market and Rail India acquired ~~229~~353 railcars compared to ~~185~~1,001 newly built railcars at GRE, ~~and 368~~1,161 railcars at Rail India and 26 railcars at Rail Russia for the same period in 2019.

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

Comparison of the Third Quarter of 2020 to the Third Quarter of 2019

Foreign Currency

Rail International's reported financial results are impacted by fluctuations in the exchange rates of the U.S. dollar versus foreign currencies in which it conducts business, primarily the euro. In the third quarter of 2020, a stronger euro, relative to the U.S. dollar, positively impacted lease revenue by approximately $2.5 million and segment profit, excluding other income (expense), by approximately $1.6 million compared to the same period in 2019.

Segment Profit

In the third quarter of 2020, segment profit of $24.0 million increased 20.6% compared to $19.9 million for the same period in the prior year. The increase was primarily due to higher lease revenue from more railcars on lease, partially offset by higher depreciation expense.

Revenues

In the third quarter of 2020, lease revenue increased $8.9 million, or 16.0%, due to more railcars on lease at GRE and Rail India and the impact of foreign exchange rates.

Expenses

In the third quarter of 2020, maintenance expense increased $1.3 million, driven by higher wheelset costs and the impact of foreign exchange rates. Depreciation expense increased $2.6 million due to new railcars added to the fleet and the impact of foreign exchange rates.

Other Income (Expense)

In the third quarter of 2020, net gain on asset dispositions increased $0.2 million, attributable to higher net gains on railcars sold in the secondary market. Net interest expense increased $1.7 million, due to a higher average debt balance, partially offset by a lower average interest rate. Other expense decreased $0.6 million, largely due to the positive impact of changes in foreign exchange rates on non-functional currency items.

PORTFOLIO MANAGEMENT

Segment Summary

Portfolio Management's segment profit is attributable primarily to income from the RRPF affiliates, a group of 50% owned domestic and foreign joint ventures with Rolls-Royce plc (or affiliates thereof, collectively "Rolls-Royce"), a leading manufacturer of commercial aircraft jet engines. Segment profit included earnings from the RRPF affiliates of ~~$23.4~~$92.8million and $46.8 million for the nine months and three months ended September 30, 2020, compared to $53.6 million and $15.8 million for the same periods in 2019. 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, which impacted both quarterly and full-year results. In this transaction, the RRPF affiliates sold 21 aircraft spare engines for total proceeds of $233.0 million in the nine months ended September 30, 2020. 18 of these aircraft spare engines were sold in the three months ended ~~March 31,~~September 30, 2020 ~~compared to $18.2~~for total proceeds of $216.0 million. GATX's 50% share of the resulting pre-tax net gains were $35.3 million and $32.1 million for the ~~same period in 2019. As of March 31,~~nine months and three months ended September 30, 2020, the RRPF affiliates owned 478 aircraft spare engines with a net book value of $5,007.0 million, compared to 478 aircraft spare engines with a net book value of $5,036.4 million at December 31, 2019 and 462 aircraft spare engines with a net book value of $4,538.7 million at March 31, 2019.respectively.

~~The RRPF affiliates~~COVID-19 continued to ~~perform well in the first quarter, as utilization of its aircraft spare engines remained strong. However, the RRPF affiliates began to see the~~severely impact ~~of COVID-19 in March as~~ global air travel ~~was significantly reduced. Certain~~in the third quarter. As a result, RRPF has granted significant rent deferrals and a number of ~~our~~its customers have ~~requested deferral~~declared bankruptcy or undertaken restructuring processes. Despite this, RRPF maintained strong utilization, with 94.3% of its engines on lease ~~payments~~at the end of the quarter, and ~~lease rate reductions. We~~is focused on preserving a strong liquidity position in the current environment. RRPF continues to expect ~~COVID-19 to have a negative impact~~pressure on both engine utilization and lease ~~rates. Further, we anticipate secondary market activity to be more limited in the near term. All of these factors~~rates, which will ~~put pressure on our~~impact future operating results, the magnitude and duration of which ~~cannot be determined at this time.~~are still uncertain.

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

~~During~~While COVID-19 continued to have a significant impact on the ~~first quarter~~gas shipping market, there were signs of ~~2020, utilization of~~improvement in the Specialized Gas Vessels was initially higher due to the new commercial management agreement with Veder. However, the demand for the Specialized Gas Vessels began to decline during the latter part of thethird quarter as ~~the impacts of~~charter rates and utilization increased modestly. We expect COVID-19 ~~intensified. This trend is expected to continue and~~ will likely continue to have a negative impact on future results, the magnitude and duration of which ~~cannot be determined at this time.~~are still uncertain.

Portfolio Management's total asset base was ~~$657.3~~$709.7 million at ~~March 31,~~September 30, 2020, compared to ~~$653.7~~$676.3 million at ~~December 31, 2019,~~June 30, 2020, and ~~$618.3~~$639.6 million at ~~March 31,~~September 30, 2019.

The following table shows Portfolio Management’s segment results (in millions):


	Three Months Ended September 30				Nine Months Ended September 30
	2020		2019		2020		2019
Revenues
Lease revenue	$	0.1	$	0.3	$	0.6	$	0.8
Marine operating revenue	5.0		1.9		11.6		4.4
Other revenue	0.1		0.1		0.4		0.5
Total Revenues	5.2		2.3		12.6		5.7

Expenses
Marine operating expense	3.6		3.4		10.9		12.0
Depreciation expense	1.3		1.6		4.0		4.9
Other operating expense	0.1		0.1		0.3		0.3
Total Expenses	5.0		5.1		15.2		17.2

Other Income (Expense)
Net gain on asset dispositions	0.5		0.5		1.6		1.1
Interest expense, net	(3.2)		(2.8)		(9.1)		(8.3)

Share of affiliates' pre-tax income	46.8		15.8		93.2		53.6
Segment Profit	$	44.3	$	10.7	$	83.1	$	34.9

Investment Volume	$	—	$	—	$	0.3	$	—

Three Months Ended
March 31
2020 2019
Revenues
Lease revenue $ 0.3
$ 0.3
Marine operating revenue 3.3
2.4
Other revenue —
0.1
   Total Revenues 3.6
2.8

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

Other Income (Expense)
Net gain on asset dispositions 0.5
0.3
Interest expense, net (2.9 ) (2.7 )
Share of affiliates' pre-tax income 23.8
18.2
Segment Profit
$ 19.5
$ 12.3

The following table shows the net book values of Portfolio Management's assets (in millions):


	March 31 2019		June 30 2019		September 30 2019		December 31 2019		March 31 2020			September 30 2019		December 31 2019		March 31 2020		June 30 2020		September 30 2020
Investment in RRPF Affiliates	$	479.8	$	495.6	$	506.5	$	512.4	$	532.2	Investment in RRPF Affiliates	$	506.5	$	512.4	$	532.2	$	551.2	$	582.3
Owned assets	138.5		133.2		133.1		141.3		125.1		Owned assets	133.1		141.3		125.1		125.1		127.4
Managed assets (1)	30.4		28.5		26.6		24.8		22.9		Managed assets (1)	26.6		24.8		22.9		21.0		19.1

________


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

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

RRPF Affiliates Engine Portfolio Data

As of September 30, 2020, the RRPF affiliates' fleet consisted of 439 aircraft spare engines with a net book value of $4,641.4 million, compared to 470 aircraft spare engines with a net book value of $4,897.9 million at June 30, 2020 and 456 aircraft spare engines with a net book value of $4,556.2 million at September 30, 2019. Engine utilization for the RRPF affiliates was 94.3% at September 30, 2020, compared to 95.1% at the end of the prior quarter and 95.6% at September 30, 2019. Utilization is calculated as the number of engines on lease as a percentage of total engines in the fleet.

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


	September 30 2019		December 31 2019		March 31 2020		June 30 2020		September 30 2020
Beginning balance	461		456		478		478		470
Engine acquisitions	5		27		8		2		—
Engine dispositions	(10)		(5)		(8)		(10)		(31)
Ending balance	456		478		478		470		439
Utilization rate at quarter end	95.6	%	96.9	%	95.8	%	95.1	%	94.3	%

March 31
2019 June 30
2019 September 30
2019 December 31
2019 March 31
2020
Beginning balance 452
462
461
456
478
Engine acquisitions 11
3
5
27
8
Engine dispositions (1 ) (4 ) (10 ) (5 ) (8 )
Ending balance 462
461
456
478
478
Utilization rate at quarter end 96.8 % 97.0 % 95.6 % 96.9 % 95.8 %

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

Segment Profit

In the first ~~quarter~~nine months of 2020, segment profit was ~~$19.5~~$83.1 million, compared to ~~$12.3~~$34.9 million for the same period in the prior ~~year period.~~year. The increase reflects ~~stronger results~~higher earnings at the RRPF affiliates, primarily driven by higher net disposition gains, as well as an improved contribution from the Specialized Gas Vessels.

Revenues

In the first nine months of 2020, lease revenue was comparable to the same period in the prior year. Marine operating revenue increased $7.2 million, driven by higher utilization and increased charter rates from the Specialized Gas Vessels and the transition to the new commercial manager in the prior year.

Expenses

In the first nine months of 2020, marine operating expense decreased $1.1 million, due to lower operating expenses and management fees for the Specialized Gas Vessels. The lower management fees were a result of the change in commercial manager.

Other Income (Expense)

In the first nine months of 2020, income from our share of affiliates' earnings increased $39.6 million, driven by higher net disposition gains, including $35.3 million of gains from a a transaction involving the refinancing and sale of a group of aircraft spare engines. Operating results were lower, primarily due to higher depreciation and bad debt expense.

Comparison of the Third Quarter of 2020 to the Third Quarter of 2019

Segment Profit

In the third quarter of 2020, segment profit was $44.3 million, compared to $10.7 million in the prior year period. The increase reflects higher earnings at the RRPF affiliates, primarily driven by higher net disposition gains, as well as an improved contribution from the Specialized Gas Vessels.

Revenues

In the third quarter of 2020, lease revenue was comparable to the same period in 2019. Marine operating revenue increased ~~$0.9~~$3.1 million, due to higher ~~revenue~~utilization and increased charter rates from the Specialized Gas Vessels ~~resulting from higher utilization~~ and ~~increased charter rates.~~the transition to the new commercial manager in the prior year.

Expenses

In the ~~first~~third quarter of 2020, marine operating expense ~~decreased $0.5~~increased $0.2 million, due to ~~lower~~higher operating expenses ~~and management fees~~ for the Specialized Gas Vessels.

Other Income (Expense)

In the ~~first~~third quarter of 2020, income from our share of affiliates' earnings increased ~~$5.6~~$31.0 million, driven by higher ~~asset remarketing income~~net disposition gains, including $32.1 million of gains from a transaction involving the refinancing and ~~more engines on lease, partially offset by higher depreciation expense.~~

~~ASC~~

~~Segment Summary~~

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

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

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

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

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

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

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

Investment Volume $ 13.7
$ 14.5
Total Net Tons Carried (000's) 972
1,198

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

~~Segment Profit~~

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

~~Revenues~~

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

~~Expenses~~

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

~~Investment Volume~~

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

OTHER

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

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


	Three Months Ended September 30				Nine Months Ended September 30
	2020		2019		2020		2019
Selling, general and administrative expense	$	42.0	$	42.6	$	125.8	$	129.6
Unallocated interest (income) expense	(2.2)		(1.4)		(5.1)		(4.6)
Other expense (income), including eliminations	0.6		0.6		3.3		1.2

Three Months Ended
March 31
2020 2019
Selling, general and administrative expense $ 42.4
$ 46.1
Unallocated interest (income) expense (1.3 ) (1.7 )
Other expense (income), including eliminations 1.7
0.2

SG&A, Unallocated Interest and Other

SG&A decreased ~~$3.7~~$3.8 million for the first ~~three~~nine months of 2020 compared to the same period in the prior year. The decrease was ~~primarily~~largely due to lower discretionary expenses as a result of COVID-19, as well as lower employee compensation expenses.

SG&A decreased $0.6 million for the third quarter of 2020 compared to the same period in the prior year. The decrease was largely due to lower discretionary expenses as a result of COVID-19, as well as lower employee compensation expenses.

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

Other expense (income), including eliminations increased ~~$1.5~~$2.1 million for the first ~~three~~nine months of 2020 compared to the same period in the prior year. The increase was ~~driven by~~primarily due to higher non-service pension expense in the current year.

Other expense (income), including eliminations for the third quarter of 2020 was comparable to the same period in the prior year, as ~~well as~~higher non-service pension expense was offset by the ~~negative~~positive impact of foreign exchange rates on a foreign pension plan.

Consolidated Income Taxes

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

DISCONTINUED OPERATIONS

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 16. Discontinued Operations" in Item 1 of this Form 10-Q for additional information. The ASC business comprises the entirety of GATX's discontinued operations.

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


	Three Months Ended September 30				Nine Months Ended September 30
	2020		2019		2020		2019
Discontinued operations, net of taxes
Net income (loss) from discontinued operations, net of taxes	$	—	7.9		$	(2.2)	15.9
(Loss) gain on sale of discontinued operations, net of taxes	(0.3)		—		3.3		—
Discontinued operations, net of taxes	$	(0.3)	$	7.9	$	1.1	$	15.9

In the first nine months of 2020, net loss from discontinued operations, net of taxes, was $2.2 million, compared to net income of $15.9 million for the same period in the prior year. As a result of the sale, there were no operations during the third quarter of the current year, compared to net income of $7.9 million for the same period in the prior year. Both variances were driven by lower volume, primarily resulting from the impacts of COVID-19, as well as the timing of the sale of the ASC business in the second quarter of 2020.

We recognized a gain of $3.6 million net of taxes, during the second quarter of 2020 in connection with this sale. In the third quarter of 2020, we recognized a loss of $0.3 million, net of taxes, attributable to final post-closing adjustments and expenses related to the sale.

CASH FLOW AND LIQUIDITY

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

~~Although~~While COVID-19 ~~did not have a significant~~has negatively impacted all of our business segments, the impact on our ~~first quarter~~financial results for the three and nine months ended September 30, 2020 was not significant. We expect COVID-19 will continue to have negative impacts on our operating and financial results wein future periods, the magnitude and duration of which are still uncertain. We also expect COVID-19 to have aan ongoing negative ~~impact on future operating results. We expect COVID-19 to have an~~ impact on our customers, including their ability to make their lease payments timely, as well as their willingness to renew existing leases or enter into new lease contracts. ~~Already, certain~~During the year, we have received specific requests from customers ~~have begun to request~~for relief through deferral of lease payments, lease rate reductions, and new car order postponement. ~~All of~~While we have granted certain requests, the impact on our financial results was limited. However, this ~~will place~~places increasing pressure on our cash flow and liquidity. 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 September 30, 2020, we had an unrestricted cash balance of $459.8 million. We also have ~~taken certain steps to mitigate future risks and to support our future liquidity needs, including the draw of~~a $250 million ~~on our~~ 3-year unsecured revolving credit ~~facility. We also have~~facility in the U.S. that matures in 2022 and a $600 million, 5-year unsecured credit facility in the U.S. that matures in 2024, ~~that remains~~both of which are fully ~~available. As~~available as of ~~March 31, 2020,~~September 30, 2020. In addition, we ~~had an unrestricted cash balance of $570.7 million.~~have no outstanding debt maturities due until June 2021.

The following table shows our principal sources and uses of cash from continuing operations for the ~~three~~nine months ended ~~March 31~~September 30 (in millions):


	2020		2019
Principal sources of cash
Net cash provided by operating activities	$	302.1	$	278.2

Portfolio proceeds	120.2		185.6
Other asset sales	17.5		18.9

Proceeds from issuance of debt, commercial paper, and credit facilities	1,465.8		551.7
Total	$	1,905.6	$	1,034.4

Principal uses of cash
Portfolio investments and capital additions	$	(641.4)	$	(503.8)
Repayments of debt, commercial paper, and credit facilities	(1,103.1)		(410.0)
Purchases of assets previously leased	—		(1.0)
Payments on finance lease obligations	(40.0)		—
Stock repurchases	—		(129.0)
Dividends	(53.7)		(52.8)
Total	$	(1,838.2)	$	(1,096.6)

2020 2019
Principal sources of cash
Net cash provided by operating activities $ 53.0
$ 64.3
Portfolio proceeds 63.6
41.5
Other asset sales 6.7
6.5
Proceeds from issuance of debt, commercial paper, and credit facilities 870.7
495.2
Total $ 994.0
$ 607.5

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

Additionally, net cash from discontinued operations, including proceeds from the sale of ASC, for the first nine months of 2020 was $254.2 million, compared to zero in the same period in the prior year.

Net Cash Provided by Operating Activities

Net cash provided by operating activities for the first ~~three~~nine months of 2020 was ~~$53.0~~$302.1 million, ~~a decrease~~an increase of ~~$11.3~~$23.9 million compared to the same period in 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 ~~in the current year~~payments for interest expense and income ~~taxes, operating leases, and maintenance expenses, partially offset by lower employee compensation payments compared to the prior year.~~taxes.

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 ~~$63.6~~$120.2 million for the ~~three~~nine months of 2020 ~~increased~~decreased by ~~$22.1~~$65.4 million from the prior year, primarily due to ~~higher~~lower proceeds from railcar and locomotive sales at Rail North America.

Proceeds From Issuance of Debt

Proceeds from the issuance of debt for the ~~three~~nine months ended ~~March 31,~~September 30, 2020 were ~~$870.7~~$1,465.8 million (net of hedges and debt issuance costs). In the first ~~quarter~~nine months of 2020, we issued a $500 million 10-year unsecured note with a 4.00% interest rate in the U.S. We also entered into a €100 million 5-year bilateral term loan with a 1.00% interest rate and a €100 million 5-year unsecured bank term loan with a 1.13% interest rate, both in Europe. In addition, we entered into a $500 million, 364-day, floating rate term loan ~~in the U.S.~~ and ~~a €100 million 5-year bilateral term loan in Europe. We also~~ drew the full $250 million on our 3-year credit ~~facility.~~facility, both of which were subsequently repaid.

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

Portfolio investments and capital additions primarily consist of purchases of operating assets ~~investments in affiliates,~~ and capitalized asset improvements. Portfolio investments and capital additions of ~~$194.7~~$641.4 million for the first ~~three~~nine months of 2020 increased ~~$47.4~~$137.6 million compared to 2019, due to more railcars acquired at Rail ~~International and Rail~~ North America.

Repayments of Debt

Debt repayments of $1,103.1 million for the first nine months of 2020 were $693.1 million higher than prior year. Repayments in the current year consisted of $350 million of scheduled maturity payments, the prepayment of our $500 million, 364-day, floating rate term loan and the repayment of the $250 million drawn on our 3-year credit facility.

Discontinued Operations

Proceeds from the sale of ASC were $257.2 million for the first nine months of 2020. The proceeds from this sale were used to repay the $250 million drawn on our 3-year credit facility.

Share Repurchase Program

On January 25, 2019, our board of directors approved a $300.0 million share repurchase program, pursuant to which we are authorized to purchase shares of our common stock in the open market, in privately negotiated transactions, or otherwise, including pursuant to Rule 10b5-1 plans. The share repurchase program does not have an expiration date, does not obligate the Company to repurchase any dollar amount or number of shares of common stock, and may be suspended or discontinued at any time. The timing of repurchases will be dependent on market conditions and other factors. No share repurchases were completed during the ~~three~~nine months ended ~~March 31,~~September 30, 2020, compared to ~~0.5~~1.7 million shares of common stock for ~~$40.0~~$129.9 million ~~(of which $38.1 million settled prior to quarter-end)~~during the same period in ~~the first three months of~~ 2019. Actual cash payments in any period consist of those transactions that settled during the current period. As of ~~March 31,~~September 30, 2020, $150.0 million remained available under the repurchase authorization.

Contractual and Other Commercial Commitments

The following table shows our contractual commitments, including debt principal and related interest payments, lease payments, and purchase commitments at ~~March 31,~~September 30, 2020 (in millions):


	Payments Due by Period															Payments Due by Period
	Total		2020 (1)		2021		2022		2023		2024		Thereafter			Total		2020 (1)		2021		2022		2023		2024		Thereafter
Recourse debt	$	5,069.2	$	—	$	1,100.0	$	250.0	$	250.0	$	526.1	$	2,943.1	Recourse debt	$	5,212.6	$	—	$	600.0	$	250.0	$	250.0	$	540.3	$	3,572.3
Interest on recourse debt (2)	1,897.4		132.8		179.5		159.3		147.9		135.8		1,142.1		Interest on recourse debt (2)	1,962.2		48.8		186.2		170.6		159.2		147.0		1,250.4
Commercial paper and credit facilities	275.5		25.5		—		250.0		—		—		—		Commercial paper and credit facilities	13.5		13.5		—		—		—		—		—

Operating lease obligations	474.9		29.7		64.5		56.5		54.6		50.1		219.5		Operating lease obligations	433.9		8.2		57.3		52.4		50.4		47.5		218.1
Purchase commitments (3)	1,705.5		601.9		365.6		365.3		372.7		—		—		Purchase commitments (3)	1,262.3		164.6		455.8		346.9		295.0		—		—
Total	$	9,422.5	$	789.9	$	1,709.6	$	1,081.1	$	825.2	$	712.0	$	4,304.7	Total	$	8,884.5	$	235.1	$	1,299.3	$	819.9	$	754.6	$	734.8	$	5,040.8

__________


~~(1)~~	~~For the remainder of the year.~~


~~(2)~~	~~For floating rate debt, future interest payments are based on the applicable interest rate as of March 31, 2020.~~


~~(3)~~	Primarily railcar purchase commitments. The amounts shown for all years are based on management's estimates of the timing, anticipated car types, and related costs of railcars to be purchased under its agreements.

(1) For the remainder of the year.

(2) For floating rate debt, future interest payments are based on the applicable interest rate as of September 30, 2020.

(3) Primarily railcar purchase commitments. The amounts shown for all years are based on management's estimates of the timing, anticipated car types, and related costs of railcars to be purchased under its agreements.

In 2014, we entered into a long-term supply agreement with Trinity Rail Group, LLC ("Trinity"), a subsidiary of Trinity Industries. Under the terms of that agreement, we agreed to order 8,950 newly built railcars. As of ~~March 31,~~September 30, 2020, all 8,950 railcars have been ordered, of which ~~7,769~~8,749 railcars have been delivered. On May 24, 2018, we amended our long-term supply agreement with Trinity to extend the term to December 2023, and we agreed to purchase an additional 4,800 tank cars (1,200 per year) beginning in January 2020 and continuing through the expiration of the extended term. At ~~March 31,~~September 30, 2020, ~~1,211~~1,672 railcars have been ordered, of which ~~312~~908 railcars have been delivered, pursuant to the amended terms of the agreement.

In 2018, we entered into a multi-year railcar supply agreement with American Railcar Industries, Inc. ("ARI"), pursuant to which we will purchase 7,650 newly built railcars. The order encompasses a mix of tank and freight cars that are to be delivered over a five-year period, beginning in April 2019. ARI's railcar manufacturing business was subsequently acquired by The Greenbrier Companies, Inc. ("Greenbrier") on July 26, 2019, and Greenbrier assumed all of ARI's obligations under our long-term supply agreement. Under this agreement 450 railcars were to be delivered in 2019, with the remaining 7,200 to be delivered ratably over the four-year period of 2020 to 2023. As of ~~March 31,~~September 30, 2020, ~~3,107~~3,473 railcars have been ordered, of which ~~746~~1,846 have been delivered. The agreement also includes an option to order up to an additional 4,400 railcars subject to certain restrictions.

Short-Term Borrowings

The following table shows additional information regarding our short-term borrowings for the ~~three~~nine months ended ~~March 31,~~September 30, 2020:

Europe (1)
Balance as of March 31 (in millions) $ 25.5
Weighted-average interest rate 0.9 %
Euro/dollar exchange rate 1.10

Average daily amount outstanding during the first quarter (in millions) $ 18.5
Weighted-average interest rate 0.8 %
Average Euro/dollar exchange rate 1.10

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

~~__________~~


	Europe (1)
Balance as of September 30 (in millions)	$	13.5
Weighted-average interest rate	0.9		%
Euro/dollar exchange rate	1.17

~~(1)~~Average daily amount outstanding year to date (in millions)	~~Short-term borrowings in Europe are composed of borrowings under bank credit facilities.~~$	17.6
Weighted-average interest rate	0.8		%
Average Euro/dollar exchange rate	1.12

Average daily amount outstanding during 3rd quarter (in millions)	$	18.0
Weighted-average interest rate	0.8		%
Average Euro/dollar exchange rate	1.17

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

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

Credit Lines and Facilities

We have a $600 million, 5-year unsecured revolving credit facility in the U.S. that matures in May 2024. This credit facility contains two one-year extension ~~options.~~options from its then scheduled expiration date. As of ~~March 31,~~September 30, 2020, the full $600 million was available under this facility. Additionally, we have a $250 million 3-year unsecured revolving credit facility in the U.S. that matures in May 2022 and also has two one-year extension ~~options.~~options from its then scheduled expiration date. As of ~~March 31,~~September 30, 2020, the full $250 million was ~~drawn~~available on this facility.

Our European subsidiaries have unsecured credit facilities with an aggregate limit of €35.0 million. As of ~~March 31,~~September 30, 2020, ~~€11.9~~€23.5 million was available under these credit facilities.

Restrictive Covenants

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

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

At ~~March 31,~~September 30, 2020, our European rail subsidiaries had outstanding term loan and private placement debt balances totaling ~~€380.0~~€480.0 million. The loans are guaranteed by GATX Corporation and are subject to ~~the same~~similar restrictive covenants as the revolving credit ~~facility~~facilities noted above.

At ~~March 31,~~September 30, 2020, we were in compliance with all covenants and conditions of all of our credit agreements. We do not anticipate any covenant violations nor do we expect that any of these covenants will restrict our operations or our ability to obtain additional financing.

The global capital market environment and outlook may affect our funding options and our financial performance. Our access to capital markets at competitive rates depends on our credit rating and rating outlook, as determined by rating agencies. As of ~~March 31,~~

September 30, 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.

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

(1) Includes recourse debt, commercial paper and bank credit facilities, and operating and finance lease obligations, net of unrestricted cash.

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

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

There have been no changes to our critical accounting policies during the ~~three~~nine months ended ~~March 31,~~September 30, 2020. Refer to our Annual Report on Form 10-K for the year ended December 31, 2019, for a summary of our policies.

NON-GAAP FINANCIAL MEASURES

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

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

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

~~There were no~~

The following tables show our net income and diluted earnings per share, excluding tax adjustments and other items ~~impacting net income or diluted earnings~~(in millions, except per share ~~for either the first quarter~~data):

Impact of ~~2020 or 2019. However, we did have tax adjustments~~Tax Adjustments and ~~other items impacting net income in other periods used in the calculation~~Other Items on Net Income:


	Three Months Ended September 30				Nine Months Ended September 30
	2020		2019		2020		2019
Net income (GAAP)	$	47.9	$	45.1	$	133.5	$	154.6
Less: Net income from discontinued operations (GAAP)	(0.3)		7.9		1.1		15.9
Net income from continuing operations (GAAP)	$	48.2	$	37.2	$	132.4	$	138.7

Other income tax adjustments attributable to income from continuing operations:
Income tax rate change (1)	—		—		—		(2.8)
Adjustments attributable to affiliates' earnings, net of taxes:
Income tax rate change (2)	12.3		—		12.3		—
Net income from continuing operations, excluding tax adjustments and other items (non-GAAP)	$	60.5	$	37.2	$	144.7	$	135.9
Net income from discontinued operations, excluding tax adjustments and other items (non-GAAP)	$	(0.3)	$	7.9	$	1.1	$	15.9
Net income from consolidated operations, excluding tax adjustments and other items (non-GAAP)	$	60.2	$	45.1	$	145.8	$	151.8

Impact of ~~the applicable measures for the trailing 12 months ended March 31, 2020~~Tax Adjustments and ~~2019.~~Other Items on Diluted Earnings per Share:


	Three Months Ended September 30				Nine Months Ended September 30
	2020		2019		2020		2019
Diluted earnings per share from consolidated operations (GAAP)	$	1.35	$	1.25	$	3.77	$	4.22
Less: Diluted earnings per share from discontinued operations (GAAP)	(0.01)		0.22		0.03		0.43
Diluted earnings per share from continuing operations (GAAP)	$	1.36	$	1.03	$	3.74	$	3.79

Adjustments attributable to income from continuing operations, net of taxes:
Income tax rate change (1)	—		—		—		(0.07)
Adjustments attributable to affiliates' earnings, net of taxes:
Income tax rate change (2)	0.35		—		0.35		—
Diluted earnings per share from continuing operations, excluding tax adjustments and other items (non-GAAP)	$	1.71	$	1.03	$	4.09	$	3.72
Diluted earnings per share from discontinued operations, excluding tax adjustments and other items (non-GAAP)	$	(0.01)	$	0.22	$	0.03	$	0.43
Diluted earnings per share from consolidated operations, excluding tax adjustments and other items (non-GAAP)	$	1.70	$	1.25	$	4.12	$	4.15

The following table shows our net income and return on equity, excluding tax adjustments and other items, for the trailing 12 months ended ~~March 31~~September 30 (in millions):

2020 2019
Net income (GAAP) $ 216.0
$ 176.5
Adjustments attributable to consolidated pre-tax income:
Net casualty gain at ASC (1) (10.5 ) —
Costs attributable to the closure of a maintenance facility at Rail International (2) —
9.5
Total adjustments attributable to consolidated pre-tax income $ (10.5 ) $ 9.5
Income taxes thereon, based on applicable effective tax rate $ 2.4
$ (3.1 )
Other income tax adjustments attributable to consolidated income:
Income tax rate change (3) (2.8 ) —
Impact of the Tax Cuts and Jobs Act of 2017 (4) —
(16.5 )
Foreign tax credit utilization (5) —
(1.4 )
Total other income tax adjustments attributable to consolidated income $ (2.8 ) $ (17.9 )
Net income, excluding tax adjustments and other items (non-GAAP) $ 205.1
$ 165.0
Return on Equity (GAAP) 11.9 % 9.7 %
Return on Equity, excluding tax adjustments and other items (non-GAAP) (6) 13.8 % 11.0 %


	2020			2019
Net income (GAAP)	$	190.1		$	203.8
Less: Net income from discontinued operations (GAAP)	15.6			25.4
Net income from continuing operations (GAAP)	$	174.5		$	178.4

Adjustments attributable to pre-tax income from continuing operations:
Costs attributable to the closure of a maintenance facility at Rail International (3)	—			0.9
Total adjustments attributable to pre-tax income from continuing operations	$	—		$	0.9
Income taxes thereon, based on applicable effective tax rate	$	—		$	(0.3)
Other income tax adjustments attributable to income from continuing operations:
Income tax rate change (1)	—			(2.8)
Impact of the Tax Cuts and Jobs Act of 2017 (4)	—			(16.7)
Foreign tax credit utilization (5)	—			(1.4)
Total other income tax adjustments attributable to income from continuing operations	$	—		$	(20.9)
Adjustments attributable to affiliates' earnings, net of taxes:
Income tax rate change (2)	12.3			—
Total adjustments attributable to affiliates' earnings, net of taxes	$	12.3		$	—
Net income from continuing operations, excluding tax adjustments and other items (non-GAAP)	$	186.8		$	158.1

Adjustments attributable to discontinued operations, net of taxes:
Net casualty gain at ASC (6)	(8.1)			—
Impact of the Tax Cuts and Jobs Act of 2017 (4)	—			0.2
Total adjustments attributable to discontinued operations, net of taxes	$	(8.1)		$	0.2
Net income from discontinued operations, excluding tax adjustments and other items (non-GAAP)	$	7.5		$	25.6

Net income from consolidated operations, excluding tax adjustments and other items (non-GAAP)	$	194.3		$	183.7

Return on Equity (GAAP)	10.2		%	11.2		%
Return on Equity, excluding tax adjustments and other items (non-GAAP) (7)	12.7		%	12.3		%

(1) Deferred income tax adjustment due to a reduction of the corporate income tax rate enacted ~~corporate income tax rate decrease~~ in Alberta, Canada.

(2) Deferred income tax adjustment due to the elimination of a previously announced corporate income tax rate reduction in the United Kingdom.

(3) Expenses related to the closure of a maintenance facility.

(4) Amount attributable to the impact of corporate income tax changes enacted by the Tax Cuts and Jobs Act of 2017 (the "Tax Act").

(5) Benefits attributable to the utilization of foreign tax credits.

(6) Net casualty gain attributable to insurance recovery for a vessel at ASC.

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Since December 31, 2019, there have been no material changes in our interest rate and foreign currency exposures or types of derivative instruments used to hedge these exposures. For a discussion of our exposure to market risk, refer to "Item 7A. Quantitative and Qualitative Disclosure about Market Risk" of our Annual Report on Form 10-K for the year ended December 31, 2019. The capital markets have been impacted by COVID-19, with recent debt transactions, although improving, generally having ~~generally~~ higher credit spreads than similar transactions in 2019 and ~~early~~earlier in 2020.

Item 4. Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has conducted an evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the "Exchange Act")). Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this quarterly report, our disclosure controls and procedures were effective.

No changes in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) occurred during the quarter ended ~~March 31,~~September 30, 2020, that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 1. Legal Proceedings

Information concerning litigation and other contingencies is described in "Note 14.Legal Proceedings and Other ~~Contingencies~~"Contingencies" in Part I, Item 1 of this Form 10-Q and is incorporated herein by reference.

Item 1A. Risk Factors

The global COVID-19 pandemic has had an adverse impact on ~~certain of~~ our ~~customers and others in industries that we serve and is beginning to adversely impact our operations~~businesses and financial ~~performance.~~performance, and the duration and extent of the pandemic could prolong or increase the adverse impact. We are unable to predict the extent to which the pandemic and measures taken in response to the pandemic will adversely affect our personnel, operations, commercial activity, asset values, financial position or liquidity in the future.

We depend on continued demand from our customers to lease or use our transportation assets and services and on our customers’ ability to pay for leased assets and services. The ongoing COVID-19 pandemic has caused, and is expected to continue to cause, the slowdown of economic activity around the world (including a decrease in demand for a broad variety of goods and services), disruptions in global supply chains, a dramatic reduction in air travel, and significant volatility and disruption of financial markets. As a result, wethere has been reduced demand for leasing of certain railcar types and for aircraft spare engines, as well as downward pressure on asset utilization, lease rates and renewals, and asset disposition activity across our segments, which adversely affects our financial performance. Prolonged weakness in certain sectors of the ~~RRPF affiliates~~global economy may make it difficult for us to lease certain types of our transportation assets that are returned either at lease end or due to customer bankruptcies or defaults. Additionally, there have ~~received an increased~~been a number of requests ~~for payment deferrals, lease payment reductions and similar accommodations~~ from certain railcar- and aircraft spare ~~aircraft~~ engine-leasing customers for payment deferrals and rate restructurings, and we and our RRPF affiliates have made such accommodations for certain of those customers. ~~The cancellation~~Although these lease restructurings primarily provide for delays in the receipt of ~~most scheduled air travel has resulted~~lease revenues, the pandemic may threaten the solvency of customers in ~~reduced demand for spare aircraft engines leased by RRPF. Cutbacks by steel manufacturers~~certain industries and ~~other customers around the Great Lakes are expected~~lead to ~~result~~an increase in ~~reduced shipments at our ASC segment.~~customer bankruptcies. We are facing increased operational challenges from the need to protect employee health and safety, workplace disruptions and restrictions on the movement of people, raw materials and goods. The situation surrounding COVID-19 is fluid and, ~~the~~depending on how long markets remain disrupted, financial and market dynamics and volatility may heighten risks related to our financing ~~and asset disposition~~ activities. Conditions in the financial and credit markets may also limit the availability of funding or increase the cost of funding, which could adversely affect our business, financial position, and results of operations. Because the severity, magnitude, and duration of the COVID-19 pandemic and its economic consequences are uncertain, rapidly changing, and difficult to predict, the pandemic’s impact on our operations, financial performance, and liquidity, as well as its impact on our ability to successfully execute our business strategy, remains uncertain and difficult to predict. Further, the ultimate impact of the COVID-19 pandemic on our operations and financial performance depends on many factors that are not within our control, including, but not limited, to: governmental, business, suppliers', and individuals’ actions that have been and continue to be taken in response to the pandemic; the impact of the pandemic and actions taken in response on global and regional economies, travel, and economic activity; general economic uncertainty in the global markets we serve and volatility in financial markets; global economic conditions and levels of economic growth; and the pace of recovery when the COVID-19 pandemic subsides. As a result, we expect COVID-19 to continue to negatively impact our operating results in future periods. However, we are currently unable to provide any assurance as to the magnitude and duration of any such impact.

We also expect that the COVID-19 pandemic will increase many of the risks described in “Item 1A, Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019.

Other than as described in this item, there have been no material changes in our risk factors since December 31, 2019. For a discussion of our risk factors, refer to "Item 1A. Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2019.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

No share repurchases were completed during the ~~first~~third quarter of 2020. As of ~~March 31,~~September 30, 2020, $150.0 million remained available under the repurchase authorization.

Item 6. Exhibits



Exhibit Number		Exhibit Description
Filed with this Report:
10.1		Supply Agreement by and between GATX Corporation, as Buyer, and Trinity Rail Group, LLC, as Seller, dated November 3, 2014. (Note: Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K).
31A		Certification Pursuant to Exchange Act Rule 13a-14(a) and Rule 15d-14(a) (CEO Certification).
31B		Certification Pursuant to Exchange Act Rule 13a-14(a) and Rule 15d-14(a) (CFO Certification).
32		Certification Pursuant to 18 U.S.C. Section 1350 (CEO and CFO Certification).
101		The following materials from GATX Corporation’s Quarterly Report on Form 10-Q for the quarter ended ~~March 31,~~September 30, 2020, are formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets at ~~March 31,~~September 30, 2020 and December 31, 2019, (ii) Consolidated Statements of Comprehensive Income for the three months and nine months ended ~~March 31,~~September 30, 2020 and 2019, (iii) Consolidated Statements of Cash Flows for the ~~three~~nine months ended ~~March 31,~~September 30, 2020 and 2019, (iv) Consolidated Statements of Changes in Shareholders' Equity for the three months and nine months ended ~~March 31,~~September 30, 2020 and 2019, and (v) Notes to the Consolidated Financial Statements.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Incorporated by Reference:
3.1		Restated Certificate of Incorporation of GATX Corporation is incorporated herein by reference to Exhibit 3.2 to GATX's Form 8-K dated October 31, 2013, file number 1-2328.
3.2		Amended and Restated By-Laws of GATX Corporation, as amended and restated on April 20, 2020, are incorporated herein by reference to Exhibit 3.1 of GATX's Form 8-K dated April 21, 2020, file number 1-2328.
~~10.1~~	Stock Purchase Agreement dated as of February 7, 2020, between GATX Corporation and Rand Logistics, Inc. is incorporated by reference to Exhibit 2.1 of GATX's Form 8-K dated February 10, 2020, file number 1-2328.
~~10.2~~	Term Loan Credit Agreement dated as of March 9, 2020 among GATX Corporation, as borrower, and the initial lenders named therein, as initial lenders, and Morgan Stanley Senior Funding Inc., as agent, and Morgan Stanley Senior Funding, Inc. and BofA Securities, Inc., as joint lead arrangers and joint bookrunners is incorporated herein by reference to Exhibit 10.1 to GATX's Form 8-K dated March 10, 2020, file number 1-2328.

Certain instruments evidencing long-term indebtedness of GATX Corporation are not being filed as exhibits to this Report because the total amount of securities authorized under any such instrument does not exceed 10% of GATX Corporation's total assets. GATX Corporation will furnish copies of any such instruments upon request of the Securities and Exchange Commission.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


GATX CORPORATION (Registrant)

~~GATX CORPORATION~~ ~~(Registrant)~~

/s/ Thomas A. Ellman
Thomas A. Ellman
Executive Vice President and Chief Financial Officer
(Duly Authorized Officer)

~~Date: May 5, 2020~~

Date: October 30, 2020



	Three Months Ended March 31
	2020			2019
Revenues
Lease revenue	$	271.7		$	274.4
Marine operating revenue	11.8			13.1
Other revenue	25.4			29.5
Total Revenues	308.9			317.0
Expenses
Maintenance expense	86.6			81.2
Marine operating expense	10.4			12.1
Depreciation expense	80.4			79.9
Operating lease expense	13.3			13.7
Other operating expense	8.5			8.0
Selling, general and administrative expense	42.4			46.1
Total Expenses	241.6			241.0
Other Income (Expense)
Net gain on asset dispositions	27.4			8.9
Interest expense, net	(46.8		)	(46.5		)
Other expense	(8.2		)	(3.2		)
Income before Income Taxes and Share of Affiliates’ Earnings	39.7			35.2
Income taxes	(12.9		)	(8.4		)
Share of affiliates’ earnings, net of taxes	19.5			14.7
Net Income	$	46.3		$	41.5
Other Comprehensive Income, Net of Taxes
Foreign currency translation adjustments	(39.6		)	(10.5		)
Unrealized (loss) gain on derivative instruments	(0.7		)	2.0
Post-retirement benefit plans	2.2			3.0
Other comprehensive loss	(38.1		)	(5.5		)
Comprehensive Income	$	8.2		$	36.0

Share Data
Basic earnings per share	$	1.33		$	1.14
Average number of common shares	34.9			36.5

Diluted earnings per share	$	1.31		$	1.12
Average number of common shares and common share equivalents	35.4			37.1



	Three Months Ended March 31, 2020		Three Months Ended March 31, 2019
Operating lease income:
Fixed lease income	$	255.1	$	253.9
Variable lease income	14.8		17.7
Total operating lease income	$	269.9	$	271.6
Finance lease income	1.8		2.8
Total lease income	$	271.7	$	274.4



	Balance Sheet Location	Fair Value March 31, 2020		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Derivative Assets
Interest rate contracts (1)	Other assets	$	8.3	$	—	$	8.3	$	—
Foreign exchange contracts (1)	Other assets	0.9		—		0.9		—
Foreign exchange contracts (2)	Other assets	1.5		—		1.5		—
Total derivative assets		$	10.7	$	—	$	10.7	$	—
Derivative Liabilities
Interest rate contracts (1)	Other liabilities	$	0.3	$	—	$	0.3	$	—
Foreign exchange contracts (1)	Other liabilities	2.1		—		2.1		—
Total derivative liabilities		$	2.4	$	—	$	2.4	$	—


~~(1)~~	~~These amounts are substantially offset by foreign currency remeasurement adjustments on related hedged instruments, also recognized in other income (expense).~~


	September 30, 2020				December 31, 2019
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Liabilities
Recourse fixed rate debt	$	4,788.3	$	5,295.4	$	4,389.3	$	4,644.6
Recourse floating rate debt	422.9		419.7		417.5		419.0



	March 31, 2020				December 31, 2019
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Liabilities
Recourse fixed rate debt	$	4,153.8	$	4,354.7	$	4,389.3	$	4,644.6
Recourse floating rate debt	915.6		911.8		417.5		419.0
Borrowings under bank credit facilities	250.0		248.9		—		—


	Foreign Currency Translation Gain (Loss)		Unrealized Loss on Derivative Instruments		Post-Retirement Benefit Plans		Total
Balance at December 31, 2019	$	(68.1)	$	(10.1)	$	(85.4)	$	(163.6)
Change in component	(39.6)		3.9		(0.2)		(35.9)
Reclassification adjustments into earnings (1)	0		(4.9)		3.1		(1.8)
Income tax effect	0		0.3		(0.7)		(0.4)
Balance at March 31, 2020	$	(107.7)	$	(10.8)	$	(83.2)	$	(201.7)
Change in component	19.0		(8.9)		1.2		11.3
Reclassification adjustments into earnings (1)	0		4.8		3.0		7.8
Income tax effect	0		0.8		(0.7)		0.1
Balance at June 30, 2020	$	(88.7)	$	(14.1)	$	(79.7)	$	(182.5)
Change in component	19.7		(10.6)		0.1		9.2
Reclassification adjustments into earnings (1)	0		11.0		3.0		14.0
Income tax effect	0		(0.1)		(0.8)		(0.9)
Balance at September 30, 2020	$	(69.0)	$	(13.8)	$	(77.4)	$	(160.2)



	2020		2019
ROE (GAAP)	11.9	%	9.7	%
ROE, excluding tax adjustments and other items (non-GAAP) (1)	13.8	%	11.0	%



	Europe (1)
Balance as of March 31 (in millions)	$	25.5
Weighted-average interest rate	0.9		%
Euro/dollar exchange rate	1.10

Average daily amount outstanding during the first quarter (in millions)	$	18.5
Weighted-average interest rate	0.8		%
Average Euro/dollar exchange rate	1.10

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


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


~~(2)~~	~~Not designated as hedges.~~


~~(1)~~	~~Net casualty gain attributable to insurance recovery for a vessel at ASC.~~


~~(2)~~	~~Expenses related to the closure of a maintenance facility.~~


~~(3)~~	~~Deferred income tax adjustment due to an~~ (1) Deferred income tax adjustment due to a reduction of the corporate income tax rate enacted ~~corporate income tax rate decrease~~ in Alberta, Canada.


~~(4)~~	~~Amount attributable to the impact of corporate income tax changes enacted by the Tax Cuts and Jobs Act of 2017 (the "Tax Act").~~


~~(5)~~	~~Benefits attributable to the utilization of foreign tax credits.~~


~~(6)~~	~~Shareholders' equity used in this calculation excludes the increases resulting from the impact of the Tax Act, as described above.~~