# Gatx Corp: Form 10-Q for the period ended Jun 30, 2025

- Company: [Gatx Corp](/companies/gatx.md) (CIK 40211)
- Form: 10-Q
- Filed: 2025-07-29
- Accepted by EDGAR: Jul 29, 2025, 14:27 ET
- Period: 2025-06-30
- Accession: 0000040211-25-000085
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/40211/000004021125000085/gmt-20250630.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/40211/000004021125000085/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-06-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-04-01 to 2025-06-30 | $430.5m | us-gaap:Revenues |
| Revenue | 6 months, 2025-01-01 to 2025-06-30 | $852.1m | us-gaap:Revenues |
| Selling, general and administrative | 3 months, 2025-04-01 to 2025-06-30 | $58.2m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Selling, general and administrative | 6 months, 2025-01-01 to 2025-06-30 | $114.8m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Interest expense | 3 months, 2025-04-01 to 2025-06-30 | $96.2m | us-gaap:InterestExpenseNonoperating |
| Interest expense | 6 months, 2025-01-01 to 2025-06-30 | $191.1m | us-gaap:InterestExpenseNonoperating |
| Income tax | 3 months, 2025-04-01 to 2025-06-30 | $21.0m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 6 months, 2025-01-01 to 2025-06-30 | $37.6m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-04-01 to 2025-06-30 | $75.5m | us-gaap:NetIncomeLoss |
| Net income | 6 months, 2025-01-01 to 2025-06-30 | $154.1m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-04-01 to 2025-06-30 | $2.06 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 6 months, 2025-01-01 to 2025-06-30 | $4.21 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-04-01 to 2025-06-30 | $2.07 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months, 2025-01-01 to 2025-06-30 | $4.22 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-04-01 to 2025-06-30 | 35,900,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 6 months, 2025-01-01 to 2025-06-30 | 36,000,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 6 months, 2025-01-01 to 2025-06-30 | $285.5m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Dividends paid | 6 months, 2025-01-01 to 2025-06-30 | $45.7m | us-gaap:PaymentsOfDividends |
| Share repurchases | 6 months, 2025-01-01 to 2025-06-30 | $17.1m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2025-06-30 | $754.6m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Total assets | at 2025-06-30 | $13.20bn | us-gaap:Assets |
| Total liabilities | at 2025-06-30 | $10.53bn | us-gaap:Liabilities |
| Shareholders' equity | at 2025-06-30 | $2.67bn | us-gaap:StockholdersEquity |
| Shares outstanding | at 2025-06-30 | 35,600,000 shares | dei:EntityCommonStockSharesOutstanding |

## Management's discussion and analysis

As filed, 58,101 characters.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes and other information included elsewhere in this Quarterly Report, Annual Report on Form 10-K for the year ended December 31, 2024, and in our other filings with the Securities and Exchange Commission ("SEC"). We based the discussion and analysis that follows on financial data we derived from the financial statements prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and on certain other financial data that we prepared using non-GAAP components. For a reconciliation of these non-GAAP measures to the most comparable GAAP measures, see "Non-GAAP Financial Measures" at the end of this item. The discussion and analysis below includes forward-looking statements that are subject to risks, uncertainties and other factors described in the "Risk Factors" section of our Annual Report on Form 10-K for the year ended December 31, 2024 that could cause actual results to differ materially from such forward-looking statements. Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future.

### OVERVIEW

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

Operating results for the six months ended June 30, 2025 are not necessarily indicative of the results we may achieve for the entire year ending December 31, 2025. 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, 2024.

On May 29, 2025 GATX entered into a definitive agreement to acquire approximately 105,000 railcars from Wells Fargo Bank, N.A. ("Wells Fargo") for $4.4 billion through a newly formed joint venture with Brookfield Infrastructure Partners L.P. and its institutional partners (collectively, “Brookfield”). Initially, GATX's ownership share in the joint venture will be 30%, with Brookfield's share at 70%. GATX will have the option to acquire up to 100% of the joint venture equity over time. A portion of the purchase price will be financed by the joint venture in the form of debt financing. GATX will also directly purchase approximately 223 locomotives from Wells Fargo, and Brookfield will directly acquire Wells Fargo’s rail finance lease portfolio. GATX will serve as manager of the railcars in the joint venture as well as the finance lease portfolio directly owned by Brookfield. The transaction is subject to customary closing conditions, including required regulatory approvals and clearances, and is expected to close in the first quarter of 2026 or sooner.

### Economic Conditions

GATX, and markets more broadly, are facing uncertainty around tariffs and economic conditions. These conditions did not have a significant impact on our business and financial results during the first six months of 2025. However, a sustained slowdown in economic growth as a result of tariffs or global tensions could have a more significant impact on GATX’s financial results in the future. If this were to occur, GATX could be impacted directly and indirectly across all segments. Such conditions could lead to specific costs and inflationary pressures that directly impact GATX, including the impact of rising costs of new railcars and other transportation assets, increased maintenance expense, and general increases in other administrative expenses. GATX could also be indirectly impacted by factors such as softening demand for our products and services if customers within the markets or commodities we serve are impacted by tariffs or economic conditions. Management continues to monitor the macroeconomic environment to identify potential risks and to manage our business accordingly. However, we believe we are in a strong position to manage these risks. Our diverse fleet, broad global customer base, and long-term nature of our lease contracts provide substantial operating flexibility. In addition, our strong balance sheet position, credit ratings, and access to capital provide us adequate cash flow availability as needed.

### DISCUSSION OF OPERATING RESULTS

Net income for the six months ended June 30, 2025 was $154.1 million, or $4.21 per diluted share, compared to $118.7 million, or $3.25 per diluted share, for the same period in 2024. Results for the six months ended June 30, 2024 included a net negative impact of $7.4 million ($0.20 per diluted share) from tax adjustments and other items. See "Non-GAAP Financial Measures" at the end of this item for further details. Excluding the impact of these items, net income increased $28.0 million compared to the prior year, largely due to higher revenue and higher net gain on asset dispositions at Rail North America, higher revenue at Rail International, higher non-dedicated engine revenue at Engine Leasing, and higher earnings at the Rolls-Royce & Partners Finance joint ventures (collectively, the "RRPF affiliates"), partially offset by higher maintenance expense at Rail North America, higher depreciation expense at Rail North America and Rail International, and higher interest expense.

Net income for the three months ended June 30, 2025 was $75.5 million, or $2.06 per diluted share, compared to $44.4 million, or $1.21 per diluted share, for the same period in 2024. Results for the three months ended June 30, 2024 included a net negative impact of $8.0 million ($0.22 per diluted share) from tax adjustments and other items. See "Non-GAAP Financial Measures" at the end of this item for further details. Excluding the impact of these items, net income increased $23.1 million compared to the prior year, largely due to higher revenue and higher net gain on asset dispositions at Rail North America, higher revenue at Rail International, higher non-dedicated engine revenue at Engine Leasing, and higher earnings at the RRPF affiliates, partially offset by higher maintenance expense at Rail North America, higher depreciation expense at Rail North America and Rail International, and higher interest expense.

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

| Segment Revenues | Three Months Ended June 30 2025 | 2024 | Six Months Ended June 30 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| Rail North America | $295.7 | $270.4 | $589.0 | $535.4 |
| Rail International | 95.8 | 85.2 | 184.3 | 168.9 |
| Engine Leasing | 28.6 | 21.8 | 58.2 | 43.1 |
| Other | 10.4 | 9.3 | 20.6 | 19.2 |
|  | $430.5 | $386.7 | $852.1 | $766.6 |
| **Segment Profit** |  |  |  |  |
| Rail North America | $96.6 | $78.8 | $185.4 | $169.1 |
| Rail International | 32.2 | 26.5 | 57.9 | 55.3 |
| Engine Leasing | 27.3 | 18.4 | 65.9 | 44.1 |
| Other | 5.1 | (6.2) | 12.1 | 2.0 |
|  | 161.2 | 117.5 | 321.3 | 270.5 |
| Less: |  |  |  |  |
| Selling, general and administrative expense | 58.2 | 58.6 | 114.8 | 114.5 |
| Income taxes (includes $6.5 and $4.1 QTR and $14.8 and $8.3 YTD related to affiliates' earnings) | 27.5 | 14.5 | 52.4 | 37.3 |
| **Net Income (GAAP)** | $75.5 | $44.4 | $154.1 | $118.7 |
| Net income, excluding tax adjustments and other items (non-GAAP) (1) | $75.5 | $52.4 | $154.1 | $126.1 |
| Diluted earnings per share (GAAP) | $2.06 | $1.21 | $4.21 | $3.25 |
| Diluted earnings per share, excluding tax adjustments and other items (non-GAAP) (1) | $2.06 | $1.43 | $4.21 | $3.45 |
| Investment Volume | $219.0 | $442.0 | $515.3 | $820.6 |

The following table shows our return on equity for the trailing 12 months ended June 30:

|  | 2025 | 2024 |
| --- | ---: | ---: |
| Return on Equity (GAAP) | 12.8% | 10.5% |
| Return on Equity, excluding tax adjustments and other items (non-GAAP) (1) | 12.6% | 10.7% |

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

### Segment Operations

Segment profit is an internal performance measure reported to GATX's President and Chief Executive Officer 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.

### RAIL NORTH AMERICA

### Segment Summary

Demand for railcars was stable, and the renewal success rate remained strong. Rail North America continued to focus on improving renewal lease rates and lengthening lease term, as well as optimization of its fleet by selectively selling railcars in the secondary market. Utilization was 99.2% at the end of the current quarter.

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

| Revenues | Three Months Ended June 30 2025 | 2024 | Six Months Ended June 30 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| Lease revenue | $262.8 | $242.1 | $522.8 | $478.6 |
| Other revenue | 32.9 | 28.3 | 66.2 | 56.8 |
| **Total Revenues** | 295.7 | 270.4 | 589.0 | 535.4 |
| **Expenses** |  |  |  |  |
| Maintenance expense | 84.3 | 77.4 | 168.0 | 150.3 |
| Depreciation expense | 71.7 | 66.8 | 142.1 | 131.9 |
| Operating lease expense | 7.1 | 9.0 | 14.7 | 18.0 |
| Other operating expense | 7.8 | 6.4 | 15.3 | 13.1 |
| **Total Expenses** | 170.9 | 159.6 | 340.1 | 313.3 |
| **Other Income (Expense)** |  |  |  |  |
| Net gain on asset dispositions | 39.1 | 24.9 | 71.2 | 59.1 |
| Interest expense, net | (64.4) | (56.4) | (129.1) | (109.7) |
| Other expense | (2.8) | (0.3) | (5.5) | (2.4) |
| Share of affiliates' pre-tax losses | (0.1) | (0.2) | (0.1) | — |
| **Segment Profit** | $96.6 | $78.8 | $185.4 | $169.1 |
| **Investment Volume** | $132.2 | $308.1 | $359.9 | $629.8 |

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

|  | Three Months Ended June 30 2025 | 2024 | Six Months Ended June 30 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| Railcars | $238.9 | $218.2 | $474.9 | $431.9 |
| Boxcars | 14.8 | 17.1 | 29.9 | 33.3 |
| Locomotives | 9.1 | 6.8 | 18.0 | 13.4 |
| Total | $262.8 | $242.1 | $522.8 | $478.6 |

24

### Rail North America Fleet Data

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

|  | June 30 2024 | September 30 2024 | December 31 2024 | March 31 2025 | June 30 2025 |
| --- | ---: | ---: | ---: | ---: | ---: |
| Beginning balance | 101,687 | 102,086 | 102,697 | 102,966 | 103,310 |
| Railcars added | 1,337 | 1,474 | 1,126 | 1,464 | 595 |
| Railcars scrapped | (389) | (360) | (309) | (316) | (614) |
| Railcars sold | (549) | (503) | (548) | (804) | (974) |
| Ending balance | 102,086 | 102,697 | 102,966 | 103,310 | 102,317 |
| Utilization rate at quarter end (1) | 99.3% | 99.3% | 99.1% | 99.2% | 99.2% |
| Renewal success rate (2) | 84.1% | 82.0% | 89.1% | 85.1% | 84.2% |
| Active railcars at quarter end (3) | 101,401 | 101,939 | 102,003 | 102,529 | 101,494 |
| Average active railcars (4) | 101,181 | 101,629 | 102,150 | 102,367 | 102,073 |

(1) Utilization is calculated as the number of railcars on lease as a percentage of total railcars in the fleet.

(2) The renewal success rate represents the percentage of railcars on expiring leases that were renewed with the existing lessee. The 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.

(3) Active railcars refers to the number of railcars on lease to customers. Changes in railcars on lease compared to prior quarters are impacted by the utilization of new railcars purchased from builders or in the secondary market and the disposition of railcars that were sold or scrapped, as well as the fleet utilization rate.

(4) Average active railcars for the quarter is calculated using the number of active railcars at the end of each month.

As of June 30, 2025, leases for approximately 11,800 tank and freight cars and approximately 700 boxcars are scheduled to expire over the remainder of 2025. These amounts exclude railcars on leases expiring in 2025 that have already been renewed or assigned to a new lessee.

In 2022, we entered into a long-term railcar supply agreement with a subsidiary of Trinity Industries, Inc. ("Trinity") to purchase 15,000 newly built railcars through 2028, with an option to order up to an additional 500 railcars each year from 2023 to 2028. The agreement enables us to order a broad mix of tank and freight cars. Trinity will deliver 6,000 tank cars (1,200 per year) from 2024 through 2028. The remaining 9,000 railcars, which can be a mix of freight and tank cars, are expected to be ordered at a rate of 1,500 railcars per order year from 2023 to 2028 and delivered under a schedule to be determined. At June 30, 2025, 6,595 railcars have been ordered pursuant to the terms of the agreement, of which 4,687 railcars have been delivered.

### Lease Price Index

Our Lease Price Index ("LPI") is an internally-generated business indicator that measures renewal activity for our North American railcar fleet, excluding boxcars. The LPI calculation includes all renewal activity based on a 12-month trailing average, and the renewals are weighted by the count of all renewals over the 12-month period. The average renewal lease rate change is reported as the percentage change between the average renewal lease rate and the average expiring lease rate. The average renewal lease term is reported in months and reflects the average renewal lease term in the LPI.

During the second quarter of 2025, the renewal rate change of the LPI was positive 24.2%, compared to positive 24.5% in the prior quarter, and positive 29.4% in the second quarter of 2024. Lease terms on renewals for railcars in the LPI averaged 60 months in the current quarter, compared to 61 months in the prior quarter, and 61 months in the second quarter of 2024.

The following table shows fleet activity and statistics for Rail North America boxcars for the quarter ended:

|  | June 30 2024 | September 30 2024 | December 31 2024 | March 31 2025 | June 30 2025 |
| --- | ---: | ---: | ---: | ---: | ---: |
| Beginning balance | 9,670 | 8,990 | 8,779 | 8,395 | 7,990 |
| Boxcars added | — | — | — | — | 27 |
| Boxcars scrapped | (555) | (211) | (349) | (405) | (396) |
| Boxcars sold | (125) | — | (35) | — | — |
| Ending balance | 8,990 | 8,779 | 8,395 | 7,990 | 7,621 |
| Utilization rate at quarter end (1) | 99.8% | 99.8% | 99.8% | 99.8% | 98.7% |
| Active boxcars at quarter end (2) | 8,971 | 8,760 | 8,376 | 7,971 | 7,521 |
| Average active boxcars (3) | 9,304 | 8,848 | 8,552 | 8,163 | 7,773 |

(1) Utilization is calculated as the number of boxcars on lease as a percentage of total boxcars in the fleet.

(2) Active boxcars refers to the number of boxcars on lease to customers. Changes in boxcars on lease compared to prior quarters are impacted by the utilization of new boxcars purchased from builders or in the secondary market and the disposition of boxcars that were sold or scrapped, as well as the fleet utilization rate.

(3) Average active boxcars is calculated using the number of active boxcars at the end of each month.

### Comparison of Reported Results for the First Six Months of 2025 to the First Six Months of 2024

### Segment Profit

In the six months ended June 30, 2025, segment profit of $185.4 million increased 9.6% compared to $169.1 million for the same period in the prior year. The increase was driven by higher revenue and higher net gain on asset dispositions, partially offset by higher interest and maintenance expense and an impairment recorded on certain older flammable liquids railcars.

### Revenues

In the six months ended June 30, 2025, lease revenue increased $44.2 million, or 9.2%, driven by more railcars on lease and higher lease rates. Other revenue increased $9.4 million primarily due to higher repair revenue, partially offset by lower lease termination fees.

### Expenses

In the six months ended June 30, 2025, maintenance expense increased $17.7 million, driven by more repair events, including more repairs performed by the railroads, and higher costs of repairs. Depreciation expense increased $10.2 million, due to the timing of new railcar investments and dispositions.

### Other Income (Expense)

In the six months ended June 30, 2025, net gain on asset dispositions increased $12.1 million, driven by higher net gains on asset dispositions and railcars converted to finance leases, as well as higher net scrapping gains, partially offset by an impairment related to older flammable liquids railcars. The amount and timing of disposition gains is dependent on a number of factors and may vary materially from period to period. Net interest expense increased $19.4 million, due to a higher average debt balance and higher average interest rate.

### Investment Volume

During the six months ended June 30, 2025, investment volume was $359.9 million compared to $629.8 million in the same period in 2024. We acquired 1,269 newly built railcars and purchased 707 railcars in the secondary market in the six months ended June 30, 2025, compared to 2,200 newly built railcars and 1,247 railcars in the secondary market in the same period in 2024.

Our investment volume is predominantly composed of acquired railcars, but also includes the acquisition of locomotives and 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 Reported Results for the Second Quarter of 2025 to the Second Quarter of 2024

### Segment Profit

In the three months ended June 30, 2025, segment profit of $96.6 million increased 22.6% compared to $78.8 million for the same period in the prior year. The increase was driven by higher revenue and higher net gains on asset dispositions, partially offset by higher interest and maintenance expense.

### Revenues

In the three months ended June 30, 2025, lease revenue increased $20.7 million, or 8.6%, driven by more railcars on lease and higher lease rates. Other revenue increased $4.6 million, primarily due to higher repair revenue.

### Expenses

In the three months ended June 30, 2025, maintenance expense increased $6.9 million, driven by more repair events, including more repairs performed by the railroads, and higher costs of repairs, partially offset by fewer regulatory compliance events. Depreciation expense increased $4.9 million, due to the timing of new railcar investments and dispositions.

### Other Income (Expense)

In the three months ended June 30, 2025, net gain on asset dispositions increased $14.2 million, driven by higher net gains on asset dispositions and railcars converted to finance leases. The amount and timing of disposition gains is dependent on a number of factors and may vary materially from period to period. Net interest expense increased $8.0 million, due to a higher average debt balance and higher average interest rate.

### RAIL INTERNATIONAL

### Segment Summary

Rail International, composed primarily of GATX Rail Europe ("GRE"), experienced a challenging railcar leasing market. Slower economic growth, particularly in Germany, and global macroeconomic uncertainties have led customers in various sectors to take a more cautious approach with regard to railcar fleet planning. Despite pressure on utilization, GRE experienced renewal lease rate increases for most railcar types in the period. Utilization was 93.3% at the end of the current quarter.

The fleet size of our rail business in India ("Rail India") continued to grow during the current quarter, as Rail India continued to focus on investment opportunities, diversification of its fleet, and developing relationships with customers, suppliers and the Indian Railways. Demand for railcars in India remained strong, driven by continued growth in the economy and infrastructure development. Utilization was 99.6% at the end of the current quarter.

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

| Revenues | Three Months Ended June 30 2025 | 2024 | Six Months Ended June 30 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| Lease revenue | $89.6 | $82.0 | $173.2 | $162.6 |
| Other revenue | 6.2 | 3.2 | 11.1 | 6.3 |
| **Total Revenues** | 95.8 | 85.2 | 184.3 | 168.9 |
| **Expenses** |  |  |  |  |
| Maintenance expense | 18.9 | 18.2 | 37.4 | 35.7 |
| Depreciation expense | 21.7 | 19.4 | 41.8 | 38.3 |
| Other operating expense | 4.9 | 3.6 | 9.5 | 7.1 |
| **Total Expenses** | 45.5 | 41.2 | 88.7 | 81.1 |
| **Other Income (Expense)** |  |  |  |  |
| Net gain on asset dispositions | 1.4 | 0.7 | 2.7 | 2.0 |
| Interest expense, net | (20.0) | (17.5) | (39.1) | (34.2) |
| Other income (expense) | 0.5 | (0.7) | (1.3) | (0.3) |
| **Segment Profit** | $32.2 | $26.5 | $57.9 | $55.3 |
| **Investment Volume** | $81.1 | $59.6 | $143.8 | $109.5 |

29

### GRE Fleet Data

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

|  | June 30 2024 | September 30 2024 | December 31 2024 | March 31 2025 | June 30 2025 |
| --- | ---: | ---: | ---: | ---: | ---: |
| Beginning balance | 29,371 | 29,649 | 29,953 | 30,027 | 30,223 |
| Railcars added | 388 | 410 | 196 | 446 | 579 |
| Railcars scrapped or sold | (110) | (106) | (122) | (250) | (310) |
| Ending balance | 29,649 | 29,953 | 30,027 | 30,223 | 30,492 |
| Utilization rate at quarter end (1) | 95.8% | 95.9% | 96.1% | 95.1% | 93.3% |
| Active railcars at quarter end (2) | 28,417 | 28,737 | 28,849 | 28,749 | 28,460 |
| Average active railcars (3) | 28,198 | 28,626 | 28,812 | 28,823 | 28,572 |

(1) Utilization is calculated as the number of railcars on lease as a percentage of total railcars in the fleet.

(2) Active railcars refers to the number of railcars on lease to customers. Changes in railcars on lease compared to prior quarters are impacted by the utilization of newly built railcars, railcars purchased in the secondary market, and the disposition of railcars that were sold or scrapped, as well as the fleet utilization rate.

(3) Average active railcars for the quarter is calculated using the number of active railcars at the end of each month.

As of June 30, 2025, leases for approximately 6,300 railcars are scheduled to expire over the remainder of 2025. This amount excludes railcars on leases expiring in 2025 that have already been renewed or assigned to a new lessee.

### Rail India Fleet Data

The following table shows fleet activity and statistics for Rail India railcars for the quarter ended:

|  | June 30 2024 | September 30 2024 | December 31 2024 | March 31 2025 | June 30 2025 |
| --- | ---: | ---: | ---: | ---: | ---: |
| Beginning balance | 9,501 | 9,904 | 10,361 | 10,583 | 10,895 |
| Railcars added | 408 | 457 | 222 | 312 | 217 |
| Railcars scrapped or sold | (5) | — | — | — | — |
| Ending balance | 9,904 | 10,361 | 10,583 | 10,895 | 11,112 |
| Utilization rate at quarter end (1) | 100.0% | 100.0% | 100.0% | 99.6% | 99.6% |
| Active railcars at quarter end (2) | 9,904 | 10,361 | 10,583 | 10,849 | 11,066 |
| Average active railcars (3) | 9,711 | 10,165 | 10,460 | 10,711 | 10,945 |

(1) Utilization is calculated as the number of railcars on lease as a percentage of total railcars in the fleet.

(2) Active railcars refers to the number of railcars on lease to customers. Changes in railcars on lease compared to prior quarters are impacted by the utilization of newly built railcars and the disposition of railcars that were sold or scrapped, as well as the fleet utilization rate.

(3) Average active railcars for the quarter is calculated using the number of active railcars at the end of each month.

### Comparison of Reported Results for the First Six Months of 2025 to the First Six Months of 2024

### Foreign Currency

Rail International's reported results of operations are impacted by fluctuations in the exchange rates of the U.S. dollar against the foreign currencies in which it conducts business, primarily the euro. In the six months ended June 30, 2025, fluctuations in the value of the euro, relative to the U.S. dollar, positively impacted lease revenue by approximately $1.8 million and positively impacted segment profit, excluding other income (expense), by approximately $0.6 million compared to the same period in 2024.

### Segment Profit

In the six months ended June 30, 2025, segment profit of $57.9 million increased 4.7% compared to $55.3 million for the same period in the prior year. The increase was primarily due to higher lease revenue and changes in foreign currency exchange rates, partially offset by higher interest and maintenance expense.

### Revenues

In the six months ended June 30, 2025, lease revenue increased $10.6 million, or 6.5%, due to more railcars on lease and higher lease rates at GRE and Rail India and the impact of foreign exchange rates.

### Expenses

In the six months ended June 30, 2025, maintenance expense increased $1.7 million, primarily due to more repair events and higher costs of repairs, partially offset by lower wheelset costs. Depreciation expense increased $3.5 million, due the impact of new railcars added to the fleet.

### Other Income (Expense)

In the six months ended June 30, 2025, net interest expense increased $4.9 million, due to a higher average interest rate and a higher average debt balance. Other income (expense) was unfavorable by $1.0 million, driven by the negative impact of changes in foreign exchange rates, primarily euro-zloty fluctuations.

### Investment Volume

During the six months ended June 30, 2025, investment volume was $143.8 million compared to $109.5 million in the same period in 2024. In the six months ended June 30, 2025, GRE acquired 1,025 newly built railcars compared to 710 newly built railcars for the same period in 2024, and Rail India acquired 529 newly built railcars compared to 1,104 newly built railcars for the same period in 2024.

Our investment volume is predominantly composed of acquired railcars, but also includes 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 railcar types acquired, as well as fluctuations in the exchange rates of the foreign currencies in which Rail International conducts business.

### Comparison of Reported Results for the Second Quarter of 2025 to the Second Quarter of 2024

### Foreign Currency

Rail International's reported results of operations are impacted by fluctuations in the exchange rates of the U.S. dollar against the foreign currencies in which it conducts business, primarily the euro. In the three months ended June 30, 2025, fluctuations in the value of the euro, relative to the U.S. dollar, positively impacted lease revenue by approximately $3.9 million and positively impacted segment profit, excluding other income (expense), by approximately $2.0 million compared to the same period in 2024.

### Segment Profit

In the three months ended June 30, 2025, segment profit of $32.2 million increased 21.5% compared to $26.5 million for the same period in the prior year. The increase was primarily due to higher lease revenue and changes in foreign currency exchange rates, partially offset by higher interest expense.

### Revenues

In the three months ended June 30, 2025, lease revenue increased $7.6 million, or 9.3%, driven by more railcars on lease at Rail India and higher lease rates at GRE and Rail India, as well as the impact of foreign exchange rates.

### Expenses

In the three months ended June 30, 2025, maintenance expense increased $0.7 million, primarily due to more repair events and higher costs of repairs. Depreciation expense increased $2.3 million, due the impact of new railcars added to the fleet.

### Other Income (Expense)

In the three months ended June 30, 2025, net interest expense increased $2.5 million, due to a higher average debt balance and a higher average interest rate. Other income (expense) was favorable by $1.2 million, driven by the positive impact of changes in foreign exchange rates, primarily euro-zloty fluctuations.

### ENGINE LEASING

### Segment Summary

Engine Leasing includes 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 $56.0 million and $22.6 million for the six months and three months ended June 30, 2025, compared to $40.6 million and $16.9 million for the same periods in 2024. The operating environment for the RRPF affiliates continued to be favorable as demand for aircraft spare engines remained strong.

Engine Leasing also includes GATX Engine Leasing ("GEL"), our wholly owned entity that invests directly in aircraft spare engines. As of June 30, 2025, GEL owned 39 aircraft spare engines, with 14 on long-term leases with airline customers and 25 that are employed in an engine capacity agreement with Rolls-Royce for use in its engine maintenance programs. All engines at GEL are managed by the RRPF affiliates, for which we paid them a fee of $2.7 million and $1.3 million for the six months and three months ended June 30, 2025 and $1.8 million and $0.9 million for the same periods in 2024.

The following table shows Engine Leasing’s segment results (in millions):

| Revenues | Three Months Ended June 30 2025 | 2024 | Six Months Ended June 30 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| Lease revenue | $8.1 | $8.1 | $16.2 | $16.2 |
| Non-dedicated engine revenue | 20.5 | 13.7 | 42.0 | 26.9 |
| **Total Revenues** | 28.6 | 21.8 | 58.2 | 43.1 |
| **Expenses** |  |  |  |  |
| Depreciation expense | 9.5 | 8.6 | 18.9 | 17.0 |
| Other operating expense | 2.9 | 1.9 | 5.7 | 4.4 |
| **Total Expenses** | 12.4 | 10.5 | 24.6 | 21.4 |
| **Other Income (Expense)** |  |  |  |  |
| Net gain on asset dispositions | — | — | — | 0.6 |
| Interest expense, net | (11.6) | (9.7) | (23.8) | (19.0) |
| Other income (expense) | 0.1 | (0.1) | 0.1 | 0.2 |
| Share of affiliates' pre-tax earnings | 22.6 | 16.9 | 56.0 | 40.6 |
| **Segment Profit** | $27.3 | $18.4 | $65.9 | $44.1 |
| **Investment Volume** | $— | $71.3 | $— | $71.3 |

33

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

|  | June 30 2024 | September 30 2024 | December 31 2024 | March 31 2025 | June 30 2025 |
| --- | ---: | ---: | ---: | ---: | ---: |
| Investment in RRPF Affiliates | $660.6 | $690.0 | $663.1 | $688.7 | $706.3 |
| GEL owned aircraft spare engines | 768.4 | 853.0 | 937.0 | 927.5 | 918.1 |
| Other owned assets | 13.0 | 33.7 | 53.3 | 36.9 | 33.9 |
| Total assets | $1,442.0 | $1,576.7 | $1,653.4 | $1,653.1 | $1,658.3 |

### RRPF Affiliates' Portfolio Data

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

|  | June 30 2024 | September 30 2024 | December 31 2024 | March 31 2025 | June 30 2025 |
| --- | ---: | ---: | ---: | ---: | ---: |
| Beginning balance | 405 | 408 | 415 | 427 | 436 |
| Engine acquisitions | 6 | 8 | 25 | 28 | 20 |
| Engine dispositions | (3) | (1) | (13) | (19) | (14) |
| Ending balance | 408 | 415 | 427 | 436 | 442 |
| Utilization rate at quarter end (1) | 97.3% | 97.1% | 97.4% | 97.9% | 98.4% |
| Average leased engines (2) | 395 | 399 | 411 | 415 | 430 |
| Net book value of engines (in millions) | $4,170.0 | $4,256.1 | $4,716.0 | $5,186.7 | $5,446.5 |

(1) Utilization is calculated as the number of engines on lease as a percentage of total engines in the fleet.

(2) Average leased engines is calculated using the number of leased engines at the end of each month.

### GEL Portfolio Data

The following table shows portfolio activity for GEL's aircraft spare engines for the quarter ended:

|  | June 30 2024 | September 30 2024 | December 31 2024 | March 31 2025 | June 30 2025 |
| --- | ---: | ---: | ---: | ---: | ---: |
| Beginning balance | 29 | 32 | 36 | 39 | 39 |
| Engines added | 3 | 4 | 3 | — | — |
| Ending balance | 32 | 36 | 39 | 39 | 39 |

### Comparison of Reported Results for the First Six Months of 2025 to the First Six Months of 2024

### Segment Profit

In the six months ended June 30, 2025, segment profit was $65.9 million, compared to segment profit of $44.1 million for the same period in the prior year. Segment profit included $0.6 million of gains in 2024 associated with the Specialized Gas Vessels. Excluding the impact of this item, results for Engine Leasing were $22.4 million higher than 2024. The increase was driven by higher earnings at the RRPF affiliates and GEL.

### Revenues

In the six months ended June 30, 2025, lease revenue was comparable to the same period in the prior year. Non-dedicated engine revenue increased $15.1 million, due to aircraft spare engines acquired in 2024 and utilized in the engine capacity agreement with Rolls-Royce.

### Expenses

In the six months ended June 30, 2025, depreciation expense increased $1.9 million, due to aircraft spare engines acquired in 2024.

### Other Income (Expense)

In the six months ended June 30, 2025, income from our share of affiliates' earnings increased $15.4 million, driven by higher income from operations and higher remarketing income. The amount and timing of remarketing income is dependent on a number of factors and may vary materially from period to period.

### Investment Volume

In the six months ended June 30, 2025, investment volume was zero, compared to $71.3 million in the same period in 2024. In the six months ended June 30, 2024, GEL acquired three aircraft spare engines.

### Comparison of Reported Results for the Second Quarter of 2025 to the Second Quarter of 2024

### Segment Profit

In the three months ended June 30, 2025, segment profit of $27.3 million increased $8.9 million compared to segment profit of $18.4 million for the same period in the prior year. The increase was driven by higher earnings at the RRPF affiliates and GEL.

### Revenues

In the three months ended June 30, 2025, lease revenue was comparable to the same period in the prior year. Non-dedicated engine revenue increased $6.8 million, due to aircraft spare engines acquired in 2024 and utilized in the engine capacity agreement with Rolls-Royce.

### Expenses

In the three months ended June 30, 2025, depreciation expense increased $0.9 million, due to aircraft spare engines acquired in 2024.

### Other Income (Expense)

In the three months ended June 30, 2025, income from our share of affiliates' earnings increased $5.7 million, driven by higher income from operations and higher remarketing income. The amount and timing of remarketing income is dependent on a number of factors and may vary materially from period to period.

### OTHER

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

In the second quarter of 2024, GATX recorded reserves of $10.7 million for its share of anticipated environmental remediation costs arising out of prior operations and legacy businesses.

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

|  | Three Months Ended June 30 2025 | 2024 | Six Months Ended June 30 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| Trifleet revenue | $10.4 | $9.3 | $20.6 | $19.2 |
| Trifleet segment profit | $1.5 | $0.5 | $3.6 | $3.2 |
| Unallocated interest income | 2.0 | 2.9 | 5.3 | 6.4 |
| Other income (expense), including eliminations | 1.6 | (9.6) | 3.2 | (7.6) |
| **Segment Profit (Loss)** | $5.1 | $(6.2) | $12.1 | $2.0 |
| Selling, general and administrative expense | $58.2 | $58.6 | $114.8 | $114.5 |
| **Investment Volume** | $5.7 | $3.0 | $11.6 | $10.0 |

### Trifleet Summary

The tank container leasing market remained challenging in the second quarter of 2025. Utilization was 84.7% at the end of the current quarter.

### Trifleet Tank Container Data

The following table shows fleet statistics for Trifleet's owned and managed tank containers for the quarter ended:

|  | June 30 2024 | September 30 2024 | December 31 2024 | March 31 2025 | June 30 2025 |
| --- | ---: | ---: | ---: | ---: | ---: |
| Ending balance | 24,663 | 24,755 | 25,041 | 25,202 | 25,323 |
| Utilization rate at quarter-end (1) | 86.0% | 85.6% | 84.7% | 84.9% | 84.7% |

(1) Utilization is calculated as the number of tank containers on lease as a percentage of total tank containers in the fleet.

### SG&A, Unallocated Interest and Other

SG&A increased $0.3 million for the six months ended June 30, 2025 compared to the same period in the prior year. SG&A decreased $0.4 million for the three months ended June 30, 2025 compared to the same period in the prior year. Both variances were driven by higher employee-related expenses offset by lower information technology expense.

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

Other income (expense), including eliminations was favorable by $10.8 million for the six months ended June 30, 2025 compared to the same period in the prior year. Other income (expense), including eliminations was favorable by $11.2 million for the three months ended June 30, 2025 compared to the same period in the prior year. Both variances were driven by the absence of environmental reserves recorded in the prior year, as noted above.

### Consolidated Income Taxes

See "Note 9. Income Taxes" in Part I, Item 1 of this Quarterly Report on Form 10-Q.

### CASH FLOW DISCUSSION

We generate a significant amount of cash from operating activities and investment portfolio proceeds. We also access domestic and international capital markets by issuing debt. 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.

As of June 30, 2025, we had an unrestricted cash balance of $754.6 million. We also have a $632 million, 5-year unsecured revolving credit facility in the United States that matures in 2030 and a $368 million, 3-year unsecured revolving credit facility in the United States that matures in 2028, both of which were fully available as of June 30, 2025. In addition, we have a €210 million, 3-year unsecured revolving credit facility in Europe that matures in 2027, of which €130 million was available as of June 30, 2025.

The following table shows our cash flows from operating, investing and financing activities for the six months ended June 30 (in millions):

|  | 2025 | 2024 |
| --- | ---: | ---: |
| Net cash provided by operating activities | $285.5 | $235.9 |
| Net cash used in investing activities | (365.0) | (699.0) |
| Net cash provided by financing activities | 425.6 | 839.3 |
| Effect of exchange rate changes on cash, cash equivalents, and restricted cash | 7.3 | (3.2) |
| Net increase in cash, cash equivalents, and restricted cash during the period | $353.4 | $373.0 |

### Net Cash Provided by Operating Activities

Net cash provided by operating activities for the six months ended June 30, 2025 increased $49.6 million compared to the same period in 2024. Comparability among reporting periods is impacted by the timing of changes in working capital items. Specifically, higher cash receipts from revenue, lower payments for operating leases, and lower payments for taxes, were partially offset by higher payments for interest, maintenance, and other operating expenses.

### Net Cash Used in Investing Activities

The following table shows our principal sources and uses of cash flows from investing activities for the six months ended June 30 (in millions):

|  | 2025 | 2024 |
| --- | ---: | ---: |
| Portfolio investments and capital additions (1) | $(515.3) | $(820.6) |
| Portfolio proceeds (2) | 146.5 | 105.3 |
| Purchases of assets previously leased (3) | (15.0) | — |
| Proceeds from sales of other assets (4) | 17.4 | 15.9 |
| Other investing activity | 1.4 | 0.4 |
| Net cash used in investing activities | $(365.0) | $(699.0) |

(1) Portfolio investments and capital additions primarily consist of purchases of operating assets and capitalized asset improvements. See the discussions of segment operating results sections in this Item for more detail.

(2) Portfolio proceeds primarily consist of proceeds from sales of operating assets.

(3) In 2025, we purchased 802 railcars that were previously on operating leases, compared to zero railcars in 2024.

(4) Proceeds from sales of other assets were primarily related to railcar scrapping.

The decrease in portfolio investments and capital additions of $305.3 million for the six months ended June 30, 2025 was primarily due to fewer railcars and locomotives acquired at Rail North America and Rail India, fewer aircraft spare engines acquired at GEL and fewer tank containers acquired at Trifleet, partially offset by more railcars acquired at GRE. The timing of investments depends on purchase commitments, transaction opportunities, and market conditions.

Portfolio proceeds increased by $41.2 million for the six months ended June 30, 2025, primarily due to more railcars and locomotives sold at Rail North America.

### Net Cash Provided by Financing Activities

The following table shows our principal sources and uses of cash flows provided by financing activities for the six months ended June 30 (in millions):

|  | 2025 | 2024 |
| --- | ---: | ---: |
| Net proceeds from issuance of debt with original maturities longer than 90 days | $879.8 | $1,285.0 |
| Repayments of debt with original maturities longer than 90 days | (406.6) | (413.5) |
| Net decrease in debt with original maturities of 90 days or less | (0.2) | — |
| Dividends | (45.7) | (43.0) |
| Stock repurchases (1) | (17.1) | (8.9) |
| Other | 15.4 | 19.7 |
| Net cash provided by financing activities | $425.6 | $839.3 |

(1) In the six months ended June 30, 2025, we repurchased 115,937 shares of common stock for $17.1 million. In the six months ended June 30, 2024, we repurchased 70,044 shares of common stock for $8.9 million.

The following table shows the activity on our long-term debt principal in the six months ended June 30, 2025 (in millions):

|  | December 31 2024 | Issuances | Payments | Impact of Foreign Exchange Rates | June 30 2025 |
| --- | ---: | ---: | ---: | ---: | ---: |
| U.S. debt | $7,100.0 | $800.0 | $(300.0) | $— | $7,600.0 |
| Europe debt (1) | 1,026.1 | — | (106.6) | 130.7 | 1,050.2 |
| India debt (2) | 144.8 | — | — | (0.2) | 144.6 |
| Total debt principal | $8,270.9 | $800.0 | $(406.6) | $130.5 | $8,794.8 |

(1) Denominated in euros, but presented in U.S. dollars in this table.

(2) Denominated in Indian rupees, but presented in U.S. dollars in this table.

The following provides detail of the long-term debt issued in the U.S. during the six months ended June 30, 2025:

- $500.0 million of 10-year unsecured 5.50% fixed rate debt.
- $300.0 million of 30-year unsecured 6.05% fixed rate debt.

### LIQUIDITY AND CAPITAL RESOURCES

### General

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

### Material Cash Obligations

The following table shows our material cash obligations, including debt principal and related interest payments, lease payments, and purchase commitments at June 30, 2025 (in millions):

|  | Material Cash Obligations by Period Total | 2025 (1) | 2026 | 2027 | 2028 | 2029 | Thereafter |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Recourse debt | $8,794.8 | $260.5 | $621.7 | $856.8 | $738.1 | $685.0 | $5,632.7 |
| Interest on recourse debt (2) | 3,970.0 | 205.8 | 380.9 | 348.3 | 318.2 | 280.2 | 2,436.6 |
| Borrowings under bank credit facilities | 106.1 | 106.1 | — | — | — | — | — |
| Operating lease obligations | 189.2 | 17.8 | 36.5 | 33.7 | 26.5 | 19.0 | 55.7 |
| Purchase commitments (3) | 1,902.3 | 428.1 | 513.7 | 437.3 | 396.8 | 126.4 | — |
| Total | $14,962.4 | $1,018.3 | $1,552.8 | $1,676.1 | $1,479.6 | $1,110.6 | $8,125.0 |

(1) For the remainder of the year.

(2) For floating rate debt, future interest payments are based on the applicable interest rate as of June 30, 2025.

(3) Primarily railcar purchase commitments. The amounts shown for all years are based on management's estimates of the timing, anticipated railcar types, and related costs of railcars to be purchased under its agreements. For additional details on our purchase agreements, refer to the discussion of Rail North America operating results within this item.

### Short-Term Borrowings and Credit Lines and Facilities

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

In the second quarter, we increased our existing $600 million, 5-year unsecured revolving credit facility in the United States to $632 million and extended the maturity on this facility by one year from May 2029 to May 2030. This facility contains one additional one-year extension option. As of June 30, 2025, the full $632 million was available under this facility. Additionally, in the second quarter, we increased our existing $350 million, 3-year unsecured revolving credit facility in the United States to $368 million and extended the maturity on this facility by one year from May 2027 to May 2028. This facility contains one additional one-year extension option. As of June 30, 2025, the full $368 million was available under this facility.

In Europe, we have a €210 million, 3-year unsecured revolving credit facility, expiring in December 2027. As of June 30, 2025, €130 million was available under this credit facility. In addition, our European subsidiaries have smaller unsecured credit facilities with an aggregate limit of €35.0 million. As of June 30, 2025, €25.0 million was available under these credit facilities, as €10.0 million ($11.8 million) was drawn. The weighted average interest rate of these outstanding borrowings during the six months ended June 30, 2025 was 3.5%.

### Delayed Draw Term Loans

As of June 30, 2025, we had INR 2.0 billion ($23.3 million) available under an outstanding delayed draw term loan in India.

### Restrictive Covenants

Our $632 million and $368 million revolving credit facilities in the United States, and our €210 million revolving credit facility in Europe, contain various restrictive covenants, including requirements to maintain a fixed charge coverage ratio and an asset coverage test. Some of our bank term loans and other loan agreements have the same financial covenants as these 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 June 30, 2025, our European rail subsidiaries had outstanding term loans, public debt, and private placement debt balances totaling €770.0 million, and Trifleet had an outstanding term loan of €121.0 million. The loans are guaranteed by GATX Corporation and are subject to similar restrictive covenants as the revolving credit facility noted above. In addition, Rail India had outstanding term loans of INR 12.4 billion ($144.6 million) that are subject to certain restrictive covenants.

At June 30, 2025, we were in compliance with all covenants and conditions of all of our credit agreements, indentures, and loans. 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.

### Credit Ratings

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

The following table shows our credit rating and rating outlook as of June 30, 2025:

|  | Rating Agency |  |  |
| --- | --- | --- | --- |
|  | **Standard & Poor's** | **Moody's Investor Service** | **Fitch Ratings, Inc** |
| Long-term unsecured debt | BBB | Baa2 | BBB+ |
| Short-term unsecured debt | A-2 | P-2 | F2 |
| Rating outlook | Stable | Positive | Stable |

41

### Leverage

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):

| Debt and lease obligations, net of unrestricted cash: | June 30 2025 | March 31 2025 | December 31 2024 | September 30 2024 | June 30 2024 |
| --- | ---: | ---: | ---: | ---: | ---: |
| Unrestricted cash | $(754.6) | $(757.2) | $(401.6) | $(503.7) | $(823.6) |
| Borrowings under bank credit facilities | 106.1 | 101.5 | 10.4 | 11.1 | 10.7 |
| Recourse debt | 8,741.3 | 8,653.1 | 8,215.3 | 8,293.5 | 8,235.7 |
| Operating lease obligations | 168.4 | 174.4 | 180.0 | 187.5 | 209.3 |
| Total debt and lease obligations, net of unrestricted cash | $8,261.2 | $8,171.8 | $8,004.1 | $7,988.4 | $7,632.1 |
| Total recourse debt (1) | $8,261.2 | $8,171.8 | $8,004.1 | $7,988.4 | $7,632.1 |
| Shareholders' Equity | $2,669.7 | $2,549.4 | $2,438.9 | $2,436.7 | $2,343.4 |
| Recourse Leverage (2) | 3.1 | 3.2 | 3.3 | 3.3 | 3.3 |

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

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

### GATX Common Stock Repurchases

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 authorization 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.

During the six months ended June 30, 2025, we repurchased 115,937 shares of common stock for $17.1 million, excluding commissions. We repurchased 70,044 shares of common stock for $8.9 million during the same period in 2024. As of June 30, 2025, $48.1 million remained available under the repurchase authorization.

### CRITICAL ACCOUNTING POLICIES AND ESTIMATES

There have been no changes to our critical accounting policies during the six months ended June 30, 2025. Refer to our Annual Report on Form 10-K for the year ended December 31, 2024, 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 measures to the most directly comparable GAAP measures.

### 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.

The following tables show our net income and diluted earnings per share, excluding tax adjustments and other items (in millions, except per share data):

| Impact of Tax Adjustments and Other Items on Net Income: | Three Months Ended June 30 2025 | 2024 | Six Months Ended June 30 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| Net income (GAAP) | $75.5 | $44.4 | $154.1 | $118.7 |
| Adjustments attributable to consolidated pre-tax income: |  |  |  |  |
| Environmental reserves (1) | $— | $10.7 | $— | $10.7 |
| Net gain on Specialized Gas Vessels at Engine Leasing (2) | — | — | — | (0.6) |
| Total adjustments attributable to consolidated pre-tax income | $— | $10.7 | $— | $10.1 |
| Income taxes thereon, based on applicable effective tax rate | $— | $(2.7) | $— | $(2.7) |
| Net income, excluding tax adjustments and other items (non-GAAP) | $75.5 | $52.4 | $154.1 | $126.1 |

| Impact of Tax Adjustments and Other Items on Diluted Earnings per Share: | Three Months Ended June 30 2025 | 2024 | Six Months Ended June 30 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| Diluted earnings per share (GAAP) | $2.06 | $1.21 | $4.21 | $3.25 |
| Adjustments attributable to consolidated income, net of taxes: |  |  |  |  |
| Environmental reserves (1) | — | 0.22 | — | 0.22 |
| Net gain on Specialized Gas Vessels at Engine Leasing (2) | — | — | — | (0.02) |
| Diluted earnings per share, excluding tax adjustments and other items (non-GAAP) | $2.06 | $1.43 | $4.21 | $3.45 |

43

The following tables show our net income and return on equity, excluding tax adjustments and other items, for the trailing 12 months ended June 30 (in millions):

|  | 2025 | 2024 |
| --- | ---: | ---: |
| Net income (GAAP) | $319.6 | $237.2 |
| Adjustments attributable to consolidated pre-tax income: |  |  |
| Environmental reserves (1) | $— | $10.7 |
| Net loss on Specialized Gas Vessels at Engine Leasing (2) | — | 2.0 |
| Litigation claims settlements (3) | 3.3 | — |
| Total adjustments attributable to consolidated pre-tax income | $3.3 | $12.7 |
| Income taxes thereon, based on applicable effective tax rate | $(0.8) | $(2.7) |
| Other income tax adjustments attributable to consolidated income: |  |  |
| Income tax rate changes (4) | $(6.0) | $(3.0) |
| Net operating loss valuation allowance adjustment (5) | — | (2.3) |
| Total other income tax adjustments attributable to consolidated income | $(6.0) | $(5.3) |
| Net income, excluding tax adjustments and other items (non-GAAP) | $316.1 | $241.9 |

(1) Reserves recorded in 2024 for our share of anticipated environmental remediation costs arising out of prior operations and legacy businesses.

(2) In 2022, we made the decision to sell the Specialized Gas Vessels. We have recorded gains and losses associated with the subsequent impairments and sales of these assets. As of December 31, 2023, all vessels had been sold.

(3) Expenses recorded for the settlements of litigation claims arising out of legacy business operations.

(4) Deferred income tax adjustment attributable to state tax rate reductions in 2024 and 2023.

(5) Valuation allowance adjustment associated with the realizability of state net operating losses in future tax years.

|  | 2025 | 2024 |
| --- | ---: | ---: |
| Return on Equity (GAAP) | 12.8% | 10.5% |
| Return on Equity, excluding tax adjustments and other items (non-GAAP) | 12.6% | 10.7% |

## Market risk

As filed, 377 characters.

Since December 31, 2024, 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, 2024.

## Controls and procedures

As filed, 892 characters.

### Evaluation of Disclosure 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.

### Changes in Internal Control Over Financial Reporting

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 June 30, 2025, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 223 characters.

There have been no material changes in our risk factors since December 31, 2024. 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, 2024.

Filed Jul 29, 2025.
Source: SEC EDGAR, the filing index for accession 0000040211-25-000085. Last ingested by Listed: Nov 2, 2026, 20:08 ET. No prices; not investment advice.