Skip to main content

GATX CORP

For the period ended Jun 30, 2026. Filed Jul 31, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Jul 31, 2026

GATX$182.74-2.0%Stored close · as of Nov 6, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits

Notes to Condensed 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 three primary business segments: Rail North America, Rail International, and Engine Leasing. Financial results for our tank container leasing business ("Trifleet") are reported in the Other segment.

On January 1, 2026, GATX acquired approximately 101,000 railcars for$4.2 billion from Wells Fargo Bank, N.A. ("Wells Fargo") through a newly formed joint venture ("GABX" or the "GABX joint venture") with Brookfield Infrastructure Partners L.P. and its institutional partners (collectively, "Brookfield"). Initially, GATX's ownership share of GABX was 30%with Brookfield's share at 70%. The acquisition from Wells Fargo was funded through a$2.96 billion term loan executed by GABX, which is guaranteed by GATX Corporation, and equity contributions of $385.3 million from GATX and $899.0 million from Brookfield. As of June 30, 2026, GABX is a consolidated variable interest entity and is reported in the Rail North America segment. See "Note 3. Asset Acquisition" and "Note 7. Variable Interest Entities" for further information about the transaction and GABX consolidation.

Also on January 1, 2026, GATX directly purchased 200 locomotives from Wells Fargo for approximately$30.4 million, and Brookfield directly acquired Wells Fargo’s rail finance lease portfolio, consisting of approximately 22,000 railcars and approximately 400 locomotives. GATX serves as manager of the railcars in GABX as well as the finance lease portfolio directly owned by Brookfield and earns management fees for such services.

GATX has the option to acquire up to 100% of the ownership of GABX over time. On June 30, 2026, GATX exercised its first call option for $66.2 million, resulting in GATX increasing its overall ownership of GABX from 30% to 33.5% and Brookfield's overall ownership reducing from 70% to 66.5%. See "Note 15. Non-Controlling Interest" for further information about the options to increase GATX's ownership of GABX.

NOTE 2. Basis of Presentation

We prepared the accompanying unaudited condensed 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 condensed 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.

Operating results for the six months ended June 30, 2026 are not necessarily indicative of the results we may achieve for the entire year ending December 31, 2026. In particular, 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, 2025.

New Accounting Pronouncements Not Yet Adopted

Standard/DescriptionEffective Date and Adoption ConsiderationsEffect on Financial Statements or Other Significant Matters
Disaggregation of Income Statement ExpensesIn November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures to require public companies to disclose a disaggregation of certain expenses that are presented on the face of the income statement including amounts of purchased inventory, employee compensation, depreciation, amortization, and other related costs and expenses.The new guidance will be effective for the Company’s Annual Report on Form 10-K for the year ended December 31, 2027 and subsequent interim periods. Early adoption is permitted.We are currently assessing the requirements and the level of disclosure that will be required for our income statement expenses.

NOTE 3. Asset Acquisition

On January 1, 2026, GATX acquired approximately 101,000 railcars for$4.2 billion from Wells Fargo through the newly formed GABX joint venture with Brookfield. Initially, GATX's ownership share of GABX was 30%with Brookfield's share at 70%. GATX has the option to acquire up to 100% of the ownership of GABX through a series of annual call options that allow GATX to purchase a percentage of Brookfield's ownership interest every year for up to 25 years, beginning in June 2026. On June 30, 2026, GATX exercised its first call option thereby increasing GATX's interest in GABX to 33.5%. See "Note 15. Non-Controlling Interest" for further information about the options to acquire additional ownership of GABX. The acquisition from Wells Fargo was funded through a$2.96 billion term loan executed by GABX, which is guaranteed by GATX Corporation, and equity contributions of $385.3 million from GATX and $899.0 million from Brookfield. As of June 30, 2026, GABX is a consolidated variable interest entity and is reported in the Rail North America segment. See "Note 7. Variable Interest Entities" for further information.

We determined the acquisition of Wells Fargo's rail assets represented an asset acquisition in accordance with Accounting Standards Codification ("ASC") Topic 805, Business Combinations, as the fair value of substantially all of the assets acquired were concentrated in a group of similar assets. The cost of the asset acquisition was allocated to the assets on a relative fair value basis. We determined fair value of the assets using estimates of discounted future cash flows, independent appraisals, and market comparables. Transaction costs incurred to acquire the assets were capitalized and included in the cost basis of the acquired assets.

Also on January 1, 2026, GATX directly purchased 200 locomotives from Wells Fargo for approximately$30.4 million, and Brookfield directly acquired Wells Fargo’s rail finance lease portfolio, consisting of approximately 22,000 railcars and approximately 400 locomotives. GATX serves as manager of the railcars in GABX as well as the finance lease portfolio directly owned by Brookfield and earns management fees for such services.

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 condensed consolidated statements of income:

Lease Revenue

Lease revenue, which includes operating lease revenue and finance lease revenue, is our primary source of revenue.

Operating Lease Revenue

We lease railcars, locomotives, aircraft spare engines, and tank containers 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 generally offer stand-alone maintenance service contracts. Operating lease revenue is within the scope of ASC Topic 842, Leases("Topic 842"), and we have elected not to 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 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 probable. See "Note 6. Leases".

Finance Lease Revenue

In certain cases, we lease railcars and tank containers that, at lease inception or upon modification, are classified as finance leases. In accordance with Topic 842, finance lease revenue is recognized using the effective interest method, using the interest rate implicit in the lease. See "Note 6. Leases".

Non-Dedicated Engine Revenue

Certain of our owned aircraft spare engines are part of a pool of non-dedicated spare engines managed under a capacity agreement with Rolls-Royce plc and its affiliates (collectively "Rolls-Royce"). Revenue is earned based on our continued ability to meet engine capacity requirements under the agreement, which requires us to enroll a minimum number of engines in a pool of non-dedicated spare engines for short-term lease to Rolls-Royce customers. We recognize revenue based on our right to receive a portion of the revenue earned by the pool, which is calculated based on the average engine flight hours reported for each type of engine enrolled into the pool.

Other Revenue

Other revenue is composed of customer liability repair revenue, management fees, termination fees, interest income, and other miscellaneous revenues. Select components of other revenue are within the scope of ASC Topic 606, Revenue from Contracts with Customers. Revenue attributable to variable lease components is recognized when earned, in accordance with Topic 842. Management fees consist of fees GATX earns as manager of the railcars in GABX as well as the finance lease portfolio directly owned by Brookfield. Management fees earned from GABX are eliminated in consolidation but are reflected in net income attributable to GATX.

NOTE 5. Operating Assets and Facilities

The following table shows the components of our operating assets and facilities (in millions):

June 302026December 312025
Railcars and locomotives$17,784.0$13,802.1
Aircraft spare engines1,177.71,177.5
Tank containers277.3278.0
Buildings, leasehold improvements, and other equipment324.0318.5
Other132.886.5
$19,695.8$15,662.6
Less: allowance for depreciation(4,426.1)(4,251.7)
Net operating assets and facilities$15,269.7$11,410.9

Total depreciation expense was $172.1 million and $346.7 million for the three and six months ended June 30, 2026 and $111.9 million and $220.3 million for the three and six months ended June 30, 2025.

NOTE 6. Leases

GATX as Lessor

We lease railcars, locomotives, aircraft spare engines, and tank containers 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. In accordance with applicable guidance, we do not separate lease and non-lease components when reporting revenue for our full-service operating leases. In some cases, we lease railcars and tank containers 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 revenue (in millions):

Three Months EndedJune 30Six Months EndedJune 30
2026202520262025
Operating lease revenue:
Fixed lease revenue$479.4$339.5$963.8$670.3
Variable lease revenue23.826.154.051.7
Total operating lease revenue$503.2$365.6$1,017.8$722.0
Finance lease revenue5.23.29.36.4
Total lease revenue$508.4$368.8$1,027.1$728.4

In accordance with the terms of our leases with customers, we may earn additional revenue, primarily for customer repairs. This additional revenue is reported in other revenue in the condensed consolidated statements of income and was $42.3 million and $76.9 million for the three and six months ended June 30, 2026 and $33.9 million and $67.8 million for the three and six months ended June 30, 2025.

We recorded gains on finance leases ofzero and $4.9 million for the three and six months ended June 30, 2026 and $6.5 million and $10.0 million for the three and six months ended June 30, 2025. The gains are reported in net gain on asset dispositions in the condensed consolidated statements of income.

NOTE 7. Variable Interest Entities

We evaluate our interests in other entities to determine whether those entities are variable interest entities ("VIEs") and whether we are the primary beneficiary of any such VIE in accordance with ASC Topic 810, Consolidation.

To determine if we are the primary beneficiary of a VIE, we assess whether we have the power to direct the activities that most significantly impact the economic performance of the entity as well as the obligation to absorb losses or the right to receive benefits that may be significant to the entity. These determinations are both qualitative and quantitative, and they require us to make judgments and assumptions about the entity’s forecasted financial performance and the volatility inherent in those forecasted results. If we determine we are the primary beneficiary of the VIE, we consolidate the entity in our financial statements. We evaluate new investments at inception and regularly review all existing entities for events that may affect our determination of whether an entity is a VIE and, if so, whether we are the primary beneficiary.

GABX

In 2025, GABX was formed by GATX and Brookfield with the objective to acquire the Wells Fargo railcar fleet. In December 2025, GABX was funded with equity contributions of $385.3 million and $899.0 million from GATX and Brookfield, respectively, and GABX executeda$2.96 billion term loan, guaranteed by GATX Corporation, in anticipation of closing the Wells Fargo transaction. On January 1, 2026, GABX acquired approximately 101,000 railcars for$4.2 billion from Wells Fargo, and GATX began serving as manager of the railcars for GABX. GATX has the option to acquire up to 100% of the ownership of GABX over time. On June 30, 2026, GATX exercised its first call option for$66.2 million, resulting in GATX increasing its ownership of GABX from 30% to 33.5%. Accordingly, as of June 30, 2026, GATX's overall ownership of GABX was 33.5%.

We evaluated our interests in GABX and determined that GABX is a VIE. We concluded that we are the primary beneficiary of GABX as we have the power to direct the activities that most significantly impact the economic performance of GABX over the course of the expected life of the entity, primarily through the management services agreement. As a result, we consolidate GABX in our financial statements.

GABX owns and leases railcars and, therefore, the activities and risks at GABX are similar to those of our wholly owned railcar leasing activities.

The following table shows the carrying amounts of the assets and liabilities of the consolidated variable interest entity reported on our condensed consolidated balance sheet (in millions):

June 30December 31
20262025
Cash and cash equivalents$102.8$32.2
Restricted cash—4,211.1
Rent and other receivables, net47.3—
Operating assets and facilities, net3,940.9—
Right of use assets, net of accumulated depreciation6.2—
Other assets74.130.6
Total assets$4,171.3$4,273.9
Accounts payable and accrued expenses$53.3$46.8
Recourse debt (1)2,860.22,942.9
Operating leases7.1—
Deferred income taxes3.7—
Other liabilities35.220.4
Total liabilities$2,959.5$3,010.1

(1) GABX debt is guaranteed by GATX Corporation.

GABX's assets can only be used to settle its obligations and may not be used to satisfy claims of GATX.

The following table shows the statements of income of the consolidated variable interest entity reported in our condensed consolidated statements of income (in millions):

Three Months EndedJune 30Six Months EndedJune 30
2026202520262025
Total revenues$136.6$—$271.5$—
Total expenses (1)(108.6)—(208.8)—
Net gain on asset dispositions21.9—23.9—
Interest expense, net(36.6)—(80.5)—
Income before income taxes13.3—6.1—
Income taxes (2)(2.5)—(4.4)—
Net income$10.8$—$1.7$—

(1) Amounts include $12.4 million and $24.9 million of management fees paid to GATX in thethree and six months ended June 30, 2026. Management fees are primarily based on the number of railcars under management and are consistent with market rates.

(2) Represents income taxes directly attributable to GABX. Certain of GABX's entities are pass-through entities for income tax purposes and, as a result, income taxes are incurred at the partner ownership level.

In the six months ended June 30, 2026, significant cash flow items at GABX included $4,230.8 million of cash paid for the acquisition of operating assets, $992.0 million of net proceeds from the issuance of debt, $1,077.9 million of cash paid for the repayment of debt, $166.4 million of proceeds from asset sales, $49.9 million of distributions to Brookfield, and $21.4 million of distributions to GATX. Distributions to GATX are not reflected in the condensed consolidated statements of cash flows, as they are eliminated in consolidation.

NOTE 8. Fair Value

The assets and liabilities that GATX records at fair value on a recurring basis consisted entirely of derivatives at June 30, 2026 and December 31, 2025.

In addition, we review long-lived assets, such as operating assets and facilities, investments in affiliates, and goodwill, for impairment 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 determine the fair value of the respective assets using Level 3 inputs, including estimates of discounted future cash flows, independent appraisals, and market comparables, as applicable.

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 hadone instrument outstanding with an aggregate notional amount of $50.0 million as of June 30, 2026 and December 31, 2025 that matures in 2027.

Cash Flow Hedges

We use U.S. Treasury rate locks, swap rate locks, and interest rate swaps 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 hadtwelve instruments outstanding with a notional amount of $1,754.4 million as of June 30, 2026 that mature in 2026 to 2030 andthree instruments outstanding with a notional amount of $2,370.6 million as of December 31, 2025 that each mature in 2031. Within the next 12 months, we expect to reclassify $1.1 million ($1.2 million after-tax) of income on previously terminated derivatives from accumulated other comprehensive loss to interest expense. 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 with credit risk related contingent features that were in a liability position was $1.8 million as of June 30, 2026 and $28.5 million as of December 31, 2025. 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.

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

Significant Observable Inputs (Level 2)
Balance Sheet LocationFair ValueJune 30, 2026Fair ValueDecember 31, 2025
Derivative Assets
Interest rate contracts (1)Other assets$9.7$—
Foreign exchange contracts (2)Other assets0.4—
Total derivative assets$10.1$—
Derivative Liabilities
Interest rate contracts (1)Other liabilities$1.1$28.5
Foreign exchange contracts (1)Other liabilities0.7—
Foreign exchange contracts (2)Other liabilities8.012.5
Total derivative liabilities$9.8$41.0

(1) Designated as hedges.

(2) Not designated as hedges.

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 June 30, 2026 and December 31, 2025, 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 condensed consolidated balance sheets related to cumulative basis adjustments for fair value hedges (in millions):

Carrying Amount of the Hedged LiabilitiesCumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Liabilities
Line Item in the Balance Sheet in Which the Hedged Item Is IncludedJune 302026December 312025June 302026December 312025
Recourse debt$49.8$49.7$1.1$1.4

The following tables show the impacts of our derivative instruments on our condensed consolidated statements of comprehensive income (in millions):

Amount of (Gain) Loss Recognized in Other Comprehensive Income (Loss)
Three Months EndedJune 30Six Months EndedJune 30
Derivative Designation2026202520262025
Derivatives in cash flow hedging relationships:
Interest rate contracts$(19.0)$—$(25.0)$—
Foreign exchange contracts0.3—0.8(0.4)
Total$(18.7)$—$(24.2)$(0.4)
Location of (Gain) Loss Reclassified from Accumulated Other Comprehensive Loss into EarningsAmount of (Gain) Loss Reclassified from Accumulated Other Comprehensive Loss into Earnings
Three Months EndedJune 30Six Months EndedJune 30
2026202520262025
Interest expense$(0.9)$0.3$(0.2)$0.6
Other income (expense)0.10.80.10.8
Total$(0.8)$1.1$(0.1)$1.4

The following tables show the impacts of our fair value and cash flow hedge accounting relationships, as well as the impact of our non-designated derivatives, on the condensed consolidated statements of income (in millions):

Amount of Gain (Loss) Recognized in Interest Expense on Fair Value and Cash Flow Hedging Relationships
Three Months EndedJune 30Six Months EndedJune 30
2026202520262025
Total interest expense$(143.0)$(96.2)$(294.0)$(191.1)
Gain (loss) on fair value hedging relationships
Interest rate contracts:
Hedged items—(0.4)(0.1)(1.8)
Derivatives designated as hedging instruments—0.40.11.8
Gain (loss) on cash flow hedging relationships
Interest rate contracts:
Amount of gain (loss) reclassified from accumulated other comprehensive loss into earnings0.9(0.3)0.2(0.6)
Amount of Gain (Loss) Recognized in Other Income (Expense) on Cash Flow Hedging Relationships and Non-Designated Derivative Contracts
Three Months EndedJune 30Six Months EndedJune 30
2026202520262025
Total other income (expense)$12.7$(1.1)$18.9$(3.8)
Gain (loss) on cash flow hedging relationships
Foreign exchange contracts:
Amount of loss reclassified from accumulated other comprehensive loss into earnings (1)(0.1)(0.8)(0.1)(0.8)
Gain (loss) on non-designated foreign exchange derivative contracts (2)0.21.94.1(1.4)

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

(2) Foreign exchange contracts.

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, restricted cash, rent and other receivables, accounts payable, 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):

June 30, 2026December 31, 2025
CarryingAmountFairValueCarryingAmountFairValue
Liabilities
Recourse fixed rate debt$9,616.5$9,341.8$8,622.5$8,443.1
Recourse floating rate debt2,672.82,697.13,829.23,870.2
Total$12,289.3$12,038.9$12,451.7$12,313.3

NOTE 9. Pension and Other Post-Retirement Benefits

The following table shows the components of net periodic cost for the three months ended June 30, 2026 and 2025 (in millions):

2026PensionBenefits2025PensionBenefits2026RetireeHealth and Life2025RetireeHealth and Life
Service cost$1.8$1.7$0.1$0.1
Interest cost3.94.30.10.1
Expected return on plan assets(5.2)(5.4)——
Amortization of (1):
Unrecognized prior service credit————
Unrecognized net actuarial loss (gain)0.60.2(0.1)—
Net periodic cost$1.1$0.8$0.1$0.2

The following table shows the components of net periodic cost for the six months ended June 30, 2026 and 2025 (in millions):

2026PensionBenefits2025PensionBenefits2026RetireeHealth and Life2025RetireeHealth and Life
Service cost$3.3$3.1$0.1$0.1
Interest cost7.88.50.20.3
Expected return on plan assets(10.3)(10.9)——
Amortization of (1):
Unrecognized prior service credit————
Unrecognized net actuarial loss (gain)0.90.4(0.2)(0.2)
Net periodic cost$1.7$1.1$0.1$0.2

(1) Amounts reclassified from accumulated other comprehensive loss.

The service cost component of net periodic cost was $1.9 million and $3.4 million for three and six months ended June 30, 2026, and $1.8 million and $3.2 million for the three and six months ended June 30, 2025 and is reported in selling, general and administrative expense in the condensed consolidated statements of income.

The non-service components totaled income of $0.7 million and $1.6 million for the three and six months ended June 30, 2026, and income of $0.8 million and $1.9 million for the three and six months ended June 30, 2025 and are reported in other income (expense) in the condensed consolidated statements of income.

NOTE 10. Share-Based Compensation

During the six months ended June 30, 2026, we granted 197,000 non-qualified employee stock options,25,874 restricted stock units,31,380 performance shares, and 8,107 restricted stock units awarded to non-employee directors. For the three and six months ended June 30, 2026, total share-based compensation expense was $6.1 million and $11.9 million and the related tax benefits were $1.5 million and $2.9 million. For the three and six months ended June 30, 2025, total share-based compensation expense was $5.0 million and $11.1 million and the related tax benefits were $1.2 million and $2.7 million.

The estimated fair value of our 2026 non-qualified employee stock option awards and related underlying assumptions are shown in the table below:

2026
Weighted-average estimated fair value$54.93
Quarterly dividend$0.66
Expected term of stock options, in years4.2
Risk-free interest rate3.5%
Dividend yield1.3%
Expected stock price volatility24.9%
Present value of dividends$10.32

NOTE 11. Income Taxes

The following table shows our effective income tax rate for the six months ended June 30:

20262025
Effective income tax rate26.3%25.0%

The increase in the effective tax rate for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 was primarily due to the impact of the structure of our ownership interest in the GABX joint venture, where the mix of income between entities is either taxed at 100% or is considered earned by a pass-through entity for income tax purposes and only taxed at the partner ownership level. The rate in both periods included incremental benefits associated with equity awards vested or exercised and a mix of pre-tax income among domestic and foreign jurisdictions, which are taxed at different rates.

NOTE 12. Commercial Commitments

We have entered into various commercial commitments, including standby letters of credit and performance bonds. 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.

As of June 30, 2026 and December 31, 2025, we had commercial commitments of $9.4 million and $9.9 million, respectively, consisting of standby letters of credit and performance bonds. There were no liabilities recorded on the balance sheet for commercial commitments at June 30, 2026 and December 31, 2025. As of June 30, 2026, our outstanding commitments expire in 2026 through 2028. We are not aware of any event that would require us to satisfy any of our commitments.

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.

NOTE 13. Earnings per Share

We compute basic and diluted earnings per share using the two-class method, which is an earnings allocation calculation that determines Earnings Per Share ("EPS") for each class of common stock and participating security. Our vested and exercisable stock options contain non-forfeitable rights to dividends or dividend equivalents and are classified as participating securities in the calculation of EPS. Our unvested stock options, restricted stock units, performance shares, and non-employee director awards do not contain non-forfeitable rights to dividends or dividend equivalents and are therefore not classified as participating securities.

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

Three Months EndedJune 30Six Months EndedJune 30
2026202520262025
Basic earnings per share:
Net income$111.0$75.5$190.1$154.1
Less: Net income attributable to non-controlling interest7.6—1.2—
Net income attributable to GATX103.475.5188.9154.1
Less: Net income allocated to participating securities(1.9)(1.3)(3.4)(2.7)
Net income available to common shareholders$101.5$74.2$185.5$151.4
Weighted-average shares outstanding - basic35.735.935.735.9
Basic earnings per share$2.85$2.07$5.20$4.22
Diluted earnings per share:
Net income$111.0$75.5$190.1$154.1
Less: Net income attributable to non-controlling interest7.6—1.2—
Net income attributable to GATX103.475.5188.9154.1
Less: Net income allocated to participating securities(1.9)(1.3)(3.4)(2.7)
Net income available to common shareholders$101.5$74.2$185.5$151.4
Weighted-average shares outstanding - basic35.735.935.735.9
Effect of dilutive securities:
Equity compensation plans0.10.10.10.1
Weighted-average shares outstanding - diluted *35.835.935.836.0
Diluted earnings per share$2.84$2.06$5.19$4.21

(*) Sum of individual components may not be additive due to rounding.

NOTE 14. Accumulated Other Comprehensive Loss

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

Foreign Currency Translation AdjustmentsUnrealized Loss on Derivative InstrumentsPost-Retirement Benefit Plans AdjustmentsTotal
Accumulated other comprehensive loss at December 31, 2025$(50.8)$(14.1)$(39.7)$(104.6)
Change in component(39.0)5.5(0.1)(33.6)
Reclassification adjustments into earnings (1)—0.70.20.9
Income tax effect—(5.0)—(5.0)
Non-controlling interest—0.1—0.1
Accumulated other comprehensive loss at March 31, 2026$(89.8)$(12.8)$(39.6)$(142.2)
Change in component(12.5)18.7—6.2
Reclassification adjustments into earnings (1)—(0.8)0.5(0.3)
Income tax effect—(1.4)0.5(0.9)
Non-controlling interest—(12.5)—(12.5)
Accumulated other comprehensive loss at June 30, 2026$(102.3)$(8.8)$(38.6)$(149.7)

(1) See "Note 8. Fair Value" and "Note 9. Pension and Other Post-Retirement Benefits" for impacts of the reclassification adjustments on the condensed consolidated statements of comprehensive income.

NOTE 15. Non-Controlling Interest

Non-controlling interest represents the portion of our consolidated net assets that are not wholly owned and therefore not attributable to GATX. Non-controlling interest was established in December 2025 as a result of the creation and funding of the GABX joint venture. In 2025, Brookfield contributed $899.0 million of equity to GABX for a 70% share of ownership in the joint venture. On January 1, 2026, GABX acquired approximately 101,000 railcars for$4.2 billion from Wells Fargo.

GATX has the right to acquire up to 100% of the ownership of GABX through a series of annual call options that allow GATX to purchase a percentage of Brookfield's ownership interest every year for up to 25 years, beginning in June 2026. The value of the call options is embedded within the non-controlling interest, rather than bifurcated and accounted for separately, as we have determined that the call options are clearly and closely related to the non-controlling interest. On June 30, 2026, GATX exercised its first call option for $66.2 million, resulting in GATX increasing its overall ownership of GABX from 30% to 33.5% and Brookfield's overall ownership decreasing from 70% to 66.5%. As of June 30, 2026, the non-controlling interest represents Brookfield's 66.5% ownership in GABX.

The following table shows the changes in non-controlling interest (in millions):

Three Months EndedJune 30Six Months EndedJune 30
2026202520262025
Balance at beginning of the period$878.1$—$884.6$—
Impact of GABX call option exercise (1)(42.8)—(42.8)—
Distributions to non-controlling interest(49.9)—(49.9)—
Net income attributable to non-controlling interest7.6—1.2—
Other comprehensive income attributable to non-controlling interest (2)12.5—12.4—
Balance at end of the period$805.5$—$805.5$—

(1) Represents GATX's acquisition of an additional 3.5% equity interest in GABX.

(2) Other comprehensive income attributable to non-controlling interest is entirely related to unrealized gains on derivative instruments.

NOTE 16. 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 "Note 24. Legal Proceedings and Other Contingencies" included with our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025.

NOTE 17. Financial Data of Business Segments

The financial data presented below depicts the profitability, financial position, and capital expenditures of each of our business segments.

We lease, operate, manage, and remarket long-lived, widely used assets, primarily in the rail market. We report our financial results through three primary business segments: Rail North America, Rail International, and Engine Leasing. Financial results for Trifleet are reported in the Other segment.

The Rail North America reportable segment is composed of our operations in the United States, Canada, and Mexico. Rail North America primarily provides railcars pursuant to full-service leases under which it maintains the railcars, pays ad valorem taxes, and provides other ancillary services. As of December 31, 2025, GABX is consolidated in the Rail North America operating segment and, for 2025, is primarily composed of the equity contributions from GATX and Brookfield, as well as the debt undertaken, in anticipation of the closing of the transaction and purchase of railcars from Wells Fargo. GABX's operations are reflected within that segment beginning on January 1, 2026 upon closing of the transaction. GATX serves as manager of the finance lease portfolio directly owned by Brookfield for which we earned$2.8 million and$5.6 million in management fees in thethree and six months ended June 30, 2026.

Rail International is an aggregation of our operating segments in Europe ("GATX Rail Europe" or "GRE") and India ("Rail India"). GRE primarily leases railcars to customers throughout Europe pursuant to full-service leases under which it maintains the railcars and provides value-added services according to customer requirements. Rail India primarily leases railcars to customers in India pursuant to net leases, under which the lessee assumes responsibility for maintenance of the railcars.

Engine Leasing is composed of our engine leasing operations, which include our ownership interest in the Rolls-Royce & Partners Finance joint ventures (collectively, the "RRPF affiliates"), a group of joint ventures with Rolls-Royce that lease aircraft spare engines, and GATX Engine Leasing ("GEL"), our wholly owned business that directly owns aircraft spare engines that are leased to airline customers or employed in engine capacity agreements. All engines owned by GEL are managed by the RRPF affiliates, for which we paid them a fee of $1.5 million and $3.0 million in the three and six months ended June 30, 2026 and $1.3 million and $2.7 million in the three and six months ended June 30, 2025. Dividends from the RRPF affiliates totaled $70.0 million for each of the three and six months ended June 30, 2026 compared tonone for each of the three and six months ended June 30, 2025.

Other includes Trifleet operations and certain other amounts not allocated to the segments. Selling, general, and administrative expenses and income taxes are reported on a consolidated basis.

Segment profit is an internal performance measure reported to GATX's President and Chief Executive Officer, our chief operating decision maker ("CODM"), for purposes of assessing performance and allocating capital and resources to 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. We have disclosed in each segment the significant expense categories that are reviewed by the CODM, and there are no additional significant expenses within the expense categories presented in the segment tables. The CODM uses segment profit during the annual budget and forecasting processes and considers comparisons of actual segment profit against budget, forecast, and prior periods to assess current period performance and when making decisions about allocating capital and resources to each segment.

The following tables show certain segment data for each of our business segments (in millions):

Rail North AmericaRail InternationalEngine LeasingOtherGATX Consolidated
Revenues
Lease revenue$391.0$100.3$8.8$8.3$508.4
Non-dedicated engine revenue——20.6—20.6
Other revenue44.05.3—1.851.1
Total Revenues435.0105.629.410.1580.1
Expenses
Maintenance expense131.819.2—0.8151.8
Depreciation expense124.027.910.64.0166.5
Operating lease expense7.4———7.4
Other operating expense15.84.93.01.124.8
Total Expenses279.052.013.65.9350.5
Other Income (Expense)
Net gain on asset dispositions67.72.0——69.7
Interest expense, net(103.7)(23.9)(12.7)(2.7)(143.0)
Other (expense) income(1.5)(0.1)13.70.612.7
Share of affiliates' pre-tax earnings——49.6—49.6
Segment Profit$118.5$31.6$66.4$2.1$218.6
Less:
Selling, general and administrative expense69.2
Income taxes (includes $12.4 related to affiliates' earnings)38.4
Net Income$111.0
Less: Net Income Attributable to Non-Controlling Interest7.6
Net Income Attributable to GATX$103.4
Net Gain on Asset Dispositions
Asset Remarketing Income:
Net gains on disposition of owned assets$58.3$0.8$—$—$59.1
Residual sharing income0.1———0.1
Non-remarketing net gains (1)9.31.2——10.5
$67.7$2.0$—$—$69.7
Capital Expenditures
Portfolio investments and capital additions$147.1$45.6$—$7.8$200.5
Investments in affiliated companies$0.2$—$721.7$—$721.9
Identifiable assets$12,193.1$2,821.1$1,871.1$835.6$17,720.9
Rail North America · Rail International · Engine Leasing · Other · GATX Consolidated
Revenues
Lease revenue$262.8$89.6$8.1$8.3$368.8
Non-dedicated engine revenue——20.5—20.5
Other revenue32.96.2—2.141.2
Total Revenues295.795.828.610.4430.5
Expenses
Maintenance expense84.318.9—1.3104.5
Depreciation expense71.721.79.54.0106.9
Operating lease expense7.1———7.1
Other operating expense7.84.92.90.916.5
Total Expenses170.945.512.46.2235.0
Other Income (Expense)
Net gain on asset dispositions39.11.4——40.5
Interest expense, net(64.4)(20.0)(11.6)(0.2)(96.2)
Other (expense) income(2.8)0.50.11.1(1.1)
Share of affiliates' pre-tax (losses) earnings(0.1)—22.6—22.5
Segment profit$96.6$32.2$27.3$5.1$161.2
Less:
Selling, general and administrative expense58.2
Income taxes (includes $6.5 related to affiliates' earnings)27.5
Net Income$75.5
Less: Net Income Attributable to Non-Controlling Interest—
Net Income Attributable to GATX$75.5
Net Gain on Asset Dispositions
Asset Remarketing Income:
Net gains on disposition of owned assets$34.1$—$—$—$34.1
Residual sharing income0.2———0.2
Non-remarketing net gains (1)4.81.4——6.2
$39.1$1.4$—$—$40.5
Capital Expenditures
Portfolio investments and capital additions$132.2$81.1$—$5.7$219.0
Investments in affiliated companies$—$—$732.3$—$732.3
Identifiable assets$12,235.5$2,919.0$1,831.6$1,013.4$17,999.5
Rail North AmericaRail InternationalEngine LeasingOtherGATX Consolidated
Revenues
Lease revenue$791.7$200.7$18.3$16.4$1,027.1
Non-dedicated engine revenue——42.7—42.7
Other revenue80.010.1—3.994.0
Total Revenues871.7210.861.020.31,163.8
Expenses
Maintenance expense252.438.3—1.8292.5
Depreciation expense250.755.721.28.1335.7
Operating lease expense14.8———14.8
Other operating expense28.910.26.11.446.6
Total Expenses546.8104.227.311.3689.6
Other Income (Expense)
Net gain on asset dispositions117.53.1—0.1120.7
Interest expense, net(217.7)(48.9)(26.0)(1.4)(294.0)
Other (expense) income(2.3)2.416.82.018.9
Share of affiliates' pre-tax earnings——77.2—77.2
Segment Profit$222.4$63.2$101.7$9.7$397.0
Less:
Selling, general and administrative expense140.5
Income taxes (includes $19.2 related to affiliates' earnings)66.4
Net Income$190.1
Less: Net Income Attributable to Non-Controlling Interest1.2
Net Income Attributable to GATX$188.9
Net Gain on Asset Dispositions
Asset Remarketing Income:
Net gains on disposition of owned assets$102.3$0.8$—$0.1$103.2
Residual sharing income0.2———0.2
Non-remarketing net gains (1)16.72.3——19.0
Asset impairments(1.7)———(1.7)
$117.5$3.1$—$0.1$120.7
Capital Expenditures
Portfolio investments and capital additions$4,611.3$93.0$0.2$16.0$4,720.5
Rail North AmericaRail InternationalEngine LeasingOtherGATX Consolidated
Revenues
Lease revenue$522.8$173.2$16.2$16.2$728.4
Non-dedicated engine revenue——42.0—42.0
Other revenue66.211.1—4.481.7
Total Revenues589.0184.358.220.6852.1
Expenses
Maintenance expense168.037.4—2.6208.0
Depreciation expense142.141.818.97.7210.5
Operating lease expense14.7———14.7
Other operating expense15.39.55.72.032.5
Total Expenses340.188.724.612.3465.7
Other Income (Expense)
Net gain on asset dispositions71.22.7——73.9
Interest (expense) income, net(129.1)(39.1)(23.8)0.9(191.1)
Other (expense) income(5.5)(1.3)0.12.9(3.8)
Share of affiliates' pre-tax (losses) earnings(0.1)—56.0—55.9
Segment Profit$185.4$57.9$65.9$12.1$321.3
Less:
Selling, general and administrative expense114.8
Income taxes (includes $14.8 related to affiliates' earnings)52.4
Net Income$154.1
Less: Net Loss Attributable to Non-Controlling Interest—
Net Income Attributable to GATX$154.1
Net Gain on Asset Dispositions
Asset Remarketing Income:
Net gains on disposition of owned assets$64.6$0.6$—$—$65.2
Residual sharing income0.3———0.3
Non-remarketing net gains (1)9.92.1——12.0
Asset impairments(3.6)———(3.6)
$71.2$2.7$—$—$73.9
Capital Expenditures
Portfolio investments and capital additions$359.9$143.8$—$11.6$515.3
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.