UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________________

FORM 10-Q

__________________________________________


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

For the quarterly period ended ~~June~~September 30, 2025


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

Commission File Number: 1-2328

GATX Corporation

(Exact name of registrant as specified in its charter)


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

233 South Wacker Drive

Chicago, Illinois 60606-7147

(Address of principal executive offices, including zip code)

(312) 621-6200

(Registrant's telephone number, including area code)

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

Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered Common Stock GATX New York Stock Exchange GATX ~~Chicago~~NYSE ~~Stock~~Texas, ~~Exchange~~Inc

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

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

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

☒

Large accelerated filer

☐

Smaller reporting company

☐

Non-accelerated filer

☐

Emerging growth company

☐

Accelerated filer

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

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

There were 35.67 million common shares outstanding at ~~June~~September 30, 2025.

GATX CORPORATION

FORM 10-Q

QUARTERLY REPORT FOR THE PERIOD ENDED ~~JUNE~~SEPTEMBER 30, 2025

INDEX

Item No.		Page No.
	Forward-Looking Statements	1
Part I - FINANCIAL INFORMATION
Item 1	Financial Statements
	Condensed Consolidated Balance Sheets (Unaudited)	2
	Condensed Consolidated Statements of Comprehensive Income (Unaudited)	3
	Condensed Consolidated Statements of Cash Flows (Unaudited)	4
	Condensed Consolidated Statements of Changes in Shareholders' Equity (Unaudited)	5
	Notes to Condensed Consolidated Financial Statements (Unaudited)
	Note 1. Description of Business	6
	Note 2. Basis of Presentation	6
	Note 3. Revenue	7
	Note 4. Operating Assets and Facilities	8
	Note 5. Leases	89
	Note 6. Fair Value	9
	Note 7. Pension and Other Post-Retirement Benefits	1213
	Note 8. Share-Based Compensation	13
	Note 9. Income Taxes	1314
	Note 10. Commercial Commitments	1314
	Note 11. Earnings per Share	14
	Note 12. Accumulated Other Comprehensive Loss	15
	Note 13. Legal Proceedings and Other Contingencies	1516
	Note 14. Financial Data of Business Segments	17
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Overview	22
	Discussion of Operating Results	2223
	Segment Operations	24
	Cash Flow Discussion	3739
	Liquidity and Capital Resources	4041
	Critical Accounting Policies and Estimates	4243
	Non-GAAP Financial Measures	4344
Item 3	Quantitative and Qualitative Disclosures About Market Risk	4445
Item 4	Controls and Procedures	4446
Part II - OTHER INFORMATION
Item 1	Legal Proceedings	4547
Item 1A	Risk Factors	4547
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	4547
Item 5	Other Information	4547
Item 6	Exhibits	4648
SIGNATURE		4749

FORWARD-LOOKING STATEMENTS

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

The following factors, in addition to those discussed under "Risk Factors" and elsewhere in our filings with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2024, and any subsequent reports on Form 10-Q could cause actual results to differ materially from our current expectations expressed in forward-looking statements:


•a significant decline in customer demand for our transportation assets or services, including as a result of: ◦prolonged inflation or deflation ◦high interest rates ◦weak macroeconomic conditions and the impact of global trade disruptions on us and our customers, including the impact of tariffs on inflation, supply chains and consumer sentiment ◦weak market conditions in our customers' businesses ◦adverse changes in the price of, or demand for, commodities ◦changes in railroad operations, efficiency, pricing and service offerings, including those related to "precision scheduled railroading" or labor strikes or shortages ◦changes in, or disruptions to, supply chains ◦availability of pipelines, trucks, and other alternative modes of transportation ◦changes in conditions affecting the aviation industry, including global conflicts, geographic exposure and customer concentrations ◦customers' desire to buy, rather than lease, our transportation assets ◦other operational or commercial needs or decisions of our customers •inability to maintain our transportation assets on lease at satisfactory rates and term length due to reduced demand or oversupply of transportation assets in the market or other changes in supply and demand •competitive factors in our primary markets, including existing or new competitors with significantly greater financial resources, higher credit ratings or lower costs of capital •higher costs associated with increased assignments of our transportation assets following non-renewal of leases, customer defaults, and compliance maintenance programs or other maintenance initiatives •events having an adverse impact on assets, customers, or regions where we have a concentrated investment exposure •financial and operational risks associated with long-term purchase commitments for transportation assets •reduced opportunities to generate asset remarketing income •inability to successfully consummate and manage ongoing acquisition and divestiture activities, including the acquisition of approximately 105,000 railcars from Wells Fargo Bank, N.A.						•reliance on Rolls-Royce in connection with our aircraft spare engine leasing businesses, and the risks that certain factors that adversely affect Rolls-Royce could have an adverse effect on our businesses •potential obsolescence of our assets •risks related to our international operations and expansion into new geographic markets, including laws, regulations, tariffs, taxes, treaties or trade barriers affecting our activities in the countries where we do business •failure to successfully negotiate collective bargaining agreements with the unions representing a substantial portion of our employees •inability to attract, retain, and motivate qualified personnel, including key management personnel •inability to maintain and secure our information technology infrastructure from cybersecurity threats and related disruption of our business •exposure to damages, fines, criminal and civil penalties, and reputational harm arising from a negative outcome in litigation, including claims arising from an accident involving transportation assets •changes in, or failure to comply with, laws, rules, and regulations •environmental liabilities and remediation costs •operational, functional and regulatory risks associated with climate matters, severe weather events and natural disasters •U.S. and global political conditions and the impact of increased geopolitical tension and wars on domestic and global economic conditions in general, including supply chain challenges and disruptions •prolonged inflation or deflation •fluctuations in foreign exchange rates •deterioration of conditions in the capital markets, reductions in our credit ratings, or increases in our financing costs •inability to obtain cost-effective insurance •changes in assumptions, increases in funding requirements or investment losses in our pension and post-retirement plans •inadequate allowances to cover credit losses in our portfolio •asset impairment charges we may be required to recognize •inability to maintain effective internal control over financial reporting and disclosure controls and procedures •the occurrence of a widespread health crisis and the impact of measures taken in response

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

GATX CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(In millions, except share data)

	June 30		December 31
	September 30		December 31
	2025		2024
Assets
Cash and Cash Equivalents	$	~~754~~696.61	$	401.6
Restricted Cash	0.63		0.2
Receivables
Rent and other receivables	~~108~~103.19		86.5
Finance leases (as lessor)	~~124~~117.34		118.3
Less: allowance for losses	(5.9)		(5.7)
	226.5		199.1
	215.4		199.1
Operating Assets and Facilities	15,~~053~~264.24		14,330.6
Less: allowance for depreciation	(4,~~125~~184.87)		(3,880.9)
	10,927.4		10,449.7
	11,079.7		10,449.7
Lease Assets (as lessee)
Right-of-use assets, net of accumulated depreciation	~~150~~143.8		165.4
Investments in Affiliated Companies	~~706~~746.41		663.3
Goodwill	126.61		114.1
Other Assets	~~307~~298.3		303.1
Total Assets	$	13,~~200~~305.28	$	12,296.5
Liabilities and Shareholders’ Equity
Accounts Payable and Accrued Expenses	$	~~229~~239.36	$	217.1
Debt
Borrowings under bank credit facilities	~~106~~117.13		10.4
Recourse debt	8,~~741~~751.3		8,215.3
	8,847.4		8,225.7
	8,868.6		8,225.7
Lease Obligations (as lessee)
Operating leases	~~168~~160.47		180.0
Deferred Income Taxes	1,~~182~~192.74		1,127.3
Other Liabilities	~~102~~125.76		107.5
Total Liabilities	10,~~530~~586.59		9,857.6
Shareholders’ Equity
Common stock, $0.625 par value:Authorized shares — 120,000,000 Issued shares — 69,256,439 and 69,075,329Outstanding shares — 35,640,864 and 35,575,691	42.8		42.7
Common stock, $0.625 par value:Authorized shares — 120,000,000 Issued shares — 69,304,151 and 69,075,329Outstanding shares — 35,678,804 and 35,575,691	42.8		42.7
Additional paid in capital	~~864~~870.29		847.1
Retained earnings	3,~~317~~376.07		3,208.1
Accumulated other comprehensive loss	(87103.85)		(209.6)
Treasury stock at cost (33,615,575 and 33,499,638 shares)	(1,466.5)		(1,449.4)
Treasury stock at cost (33,625,347 and 33,499,638 shares)	(1,468.0)		(1,449.4)
Total Shareholders’ Equity	2,~~669~~718.79		2,438.9
Total Liabilities and Shareholders’ Equity	$	13,~~200~~305.28	$	12,296.5

See accompanying notes to condensed consolidated financial statements.

GATX CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

(In millions, except per share data)

	Three Months EndedJune 30				Six Months EndedJune 30
	Three Months EndedSeptember 30				Nine Months EndedSeptember 30
	2025		2024		2025		2024
Revenues
Lease revenue	$	~~368~~377.81	$	~~339~~351.67	$	~~728~~1,105.45	$	~~672~~1,024.96
Non-dedicated engine revenue	2022.5		1318.71		4264.05		2645.90
Other revenue	4139.27		3335.46		81121.74		66102.84
Total Revenues	~~430~~439.53		~~386~~405.74		~~852.~~1,291.4		~~766~~1,172.60
Expenses
Maintenance expense	~~104~~112.5		9695.69		~~208~~320.05		~~188~~283.09
Depreciation expense	~~106~~109.95		98103.54		~~210~~320.50		~~194~~297.59
Operating lease expense	7.1		98.0		1421.78		1826.0
Other operating expense	16.58		1314.81		3249.53		2741.45
Selling, general and administrative expense	5866.2		5857.62		~~114~~181.80		~~114~~171.57
Total Expenses	~~293~~312.21		~~276~~278.56		~~580~~892.56		~~542~~821.40
Other Income (Expense)
Net gain on asset dispositions	4023.51		2548.65		7397.90		61110.83
Interest expense, net	(9698.2)		(8288.89)		(~~191~~289.13)		(~~160~~249.65)
Other expense	(1.1)		(10.8)		(3.8)		(10.0)
Other income (expense)	6.5		(0.9)		2.7		(10.9)
Income before Income Taxes and Share of Affiliates’ Earnings	8058.56		4285.25		~~150~~209.62		~~115~~200.49
Income taxes	(2116.04)		(1022.49)		(3754.60)		(2951.09)
Share of affiliates' earnings, net of taxes	1640.0		1226.64		4181.1		3258.37
Net Income	$	7582.52	$	4489.40	$	~~154~~236.13	$	~~118~~207.7
Other Comprehensive Income (Loss), Net of Taxes
Other Comprehensive Loss (Income), Net of Taxes
Foreign currency translation adjustments	$	73(15.84)	$	(733.6)8	$	~~120~~105.51	$	~~(22~~11.0)8
Unrealized gain on derivative instruments	0.8		0.2		1.3		0.3
Unrealized (loss) gain on derivative instruments	(0.4)		0.4		0.9		0.7
Post-retirement benefit plans	—0.1		—		—0.1		4.5
Other comprehensive income (loss)	74.6		(7.4)		121.8		(17.2)
Other comprehensive loss (income)	(15.7)		34.2		106.1		17.0
Comprehensive Income	$	~~150~~66.15	$	37123.02	$	~~275~~342.94	$	~~101~~224.57
Share Data
Basic earnings per share	$	2.0725	$	12.2244	$	46.2247	$	35.2570
Average number of common shares	35.9		35.8		35.9		35.8
Diluted earnings per share	$	2.0625	$	12.2143	$	46.2146	$	35.2568
Average number of common shares and common share equivalents	3536.90		35.9		36.0		35.9

See accompanying notes to condensed consolidated financial statements.

GATX CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(In millions)

	Six Months EndedJune 30
	Nine Months EndedSeptember 30
	2025		2024
Operating Activities
Net income	$	~~154~~236.13	$	~~118~~207.7
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense	~~220~~335.60		~~203~~311.8
Net gains on disposition of owned assets	(77100.2)		(61110.60)
Asset impairments	3.6		—
Deferred income taxes	3244.01		2342.10
Share of affiliates’ earnings, net of dividends	(4181.1)		(3258.37)
Changes in working capital items	(666.5)1		~~(15~~3.8)3
Net cash provided by operating activities	~~285~~503.58		~~235~~396.91
Investing Activities
Portfolio investments and capital additions	(~~515~~877.30)		(~~820~~1,325.61)
Portfolio proceeds	~~146~~211.54		~~105~~171.37
Purchases of assets previously leased	(15.0)		—
Proceeds from sales of other assets	1725.47		1520.92
Other	12.45		01.48
Net cash used in investing activities	(~~365~~652.04)		(~~699~~1,131.04)
Financing Activities
Net proceeds from issuances of debt with original maturities longer than 90 days	~~879~~1,026.82		1,~~285~~297.0
Repayments of debt with original maturities longer than 90 days	(~~406~~629.69)		(413.5)
Net decrease in debt with original maturities of 90 days or less	(0.2)		—
Net increase in debt with original maturities of 90 days or less	105.3		—
Stock repurchases	(1718.16)		(821.98)
Dividends	(4567.78)		(4363.09)
Other	15.4		19.7
Purchases of assets previously leased	—		(30.4)
Net cash provided by financing activities	425.6		839.3
Other	21.0		21.7
Effect of Exchange Rate Changes on Cash, Cash Equivalents, and Restricted Cash	7.3		(3.2)
Net cash provided by financing activities	436.2		789.1
Net increase in Cash, Cash Equivalents, and Restricted Cash during the period	353.4		373.0
Effect of Exchange Rate Changes on Cash, Cash Equivalents, and Restricted Cash	7.0		(0.8)
Net increase in Cash, Cash Equivalents, and Restricted Cash during the period	294.6		53.0
Cash, Cash Equivalents, and Restricted Cash at beginning of the period	401.8		450.8
Cash, Cash Equivalents, and Restricted Cash at end of the period	$	~~755~~696.24	$	~~823~~503.8
Non-Cash Financing Transactions
Non-cash financing lease transactions (1)	$	—	$	30.1

_________

(1) Non-cash financing lease transactions are a result of the reclassification from operating lease liability to finance lease liability upon notice of the intent to exercise an early buy-out option.

See accompanying notes to condensed consolidated financial statements.

GATX CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)

(In millions, except per share data)

	Three Months EndedJune 30						Six Months EndedJune 30
	Three Months EndedSeptember 30						Nine Months EndedSeptember 30
	2025			2024			2025			2024
	Shares	Dollars		Shares	Dollars		Shares	Dollars		Shares	Dollars
Common Stock
Balance at beginning of the period	69.23	$	42.8	6869.90	$	42.67	69.1	$	42.7	68.8	$	42.5
Issuance of common stock	~~0.1~~—	—		~~0.1~~—	~~0.1~~—		0.2	0.1		0.2	0.2
Balance at end of the period	69.3	42.8		69.0	42.7		69.3	42.8		69.0	42.7
Treasury Stock
Balance at beginning of the period	(33.56)	(1,~~451~~466.35)		(33.4)	(1,~~432~~436.13)		(33.5)	(1,449.4)		(33.3)	(1,427.5)
Stock repurchases	~~(0.1)~~—	(151.25)		—(0.1)	(413.20)		(0.1)	(1718.16)		(0.12)	(821.8)
Balance at end of the period	(33.6)	(1,~~466~~468.50)		(33.45)	(1,~~436~~449.3)		(33.6)	(1,~~466~~468.50)		(33.45)	(1,~~436~~449.3)
Additional Paid In Capital
Balance at beginning of the period		~~856~~864.2			~~828~~836.84			847.1			816.1
Share-based compensation effects		86.07			74.65			1723.18			2024.38
Balance at end of the period		~~864~~870.29			~~836~~840.49			~~864~~870.29			~~836~~840.49
Retained Earnings
Balance at beginning of the period		3,~~264~~317.10			3,~~062~~085.4			3,208.1			3,009.5
Net income		7582.52			4489.40			~~154~~236.13			~~118~~207.7
Dividends declared ($0.61 and $0.58 per share QTR and $1.22 and $1.16 YTD)		(22.6)			(21.4)			(45.2)			(42.8)
Dividends declared ($0.61 and $0.58 per share QTR and $1.83 and $1.74 per share YTD)		(22.5)			(21.4)			(67.7)			(64.2)
Balance at end of the period		3,~~317~~376.07			3,~~085~~153.40			3,~~317~~376.07			3,~~085~~153.40
Accumulated Other Comprehensive Loss
Balance at beginning of the period		(~~162~~87.48)			(~~177~~184.48)			(209.6)			(167.6)
Other comprehensive income (loss)		74.6			(7.4)			121.8			(17.2)
Other comprehensive (loss) income		(15.7)			34.2			106.1			17.0
Balance at end of the period		(87103.85)			(~~184~~150.86)			(87103.85)			(~~184~~150.86)
Total Shareholders' Equity		$	2,~~669~~718.79		$	2,~~343~~436.47		$	2,~~669~~718.79		$	2,~~343~~436.47

See accompanying notes to condensed consolidated financial statements.

GATX CORPORATION AND SUBSIDIARIES

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 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 guarantee the joint venture’s debt financing obligations. In the second quarter of 2025, the newly formed joint venture entered into deal contingent interest rate swaps, with total notional value of $2.4 billion, in order to hedge the exposure on the debt financing expected upon closing of the transaction. The hedges are designated as cash flow hedges. 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.~~

On September 16, 2025, GATX announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 in connection with the transaction, which followed clearance from the European Commission under the EU merger regulation in August 2025. Additionally, the legal mandatory waiting period under the Canadian Competition Act expired on September 24, 2025 and, on October 9, 2025, the parties received a no-action letter from the Commissioner of Competition indicating that he does not intend to challenge the transaction under the merger provisions of the Canadian Competition Act. Transaction approval is pending with additional regulatory agencies, following which the transaction is anticipated to close in the first quarter of 2026 or sooner, subject to customary closing conditions.

On September 23, 2025, GATX Rail Europe entered into a definitive agreement to acquire approximately 6,000 railcars from DB Cargo AG. The transaction is subject to customary closing conditions, including required regulatory approvals and clearances, and is expected to close in the fourth quarter of 2025.

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~~nine months ended ~~June~~September 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.

New Accounting Pronouncements Not Yet Adopted

Standard/Description	Effective Date and Adoption Considerations	Effect on Financial Statements or Other Significant Matters
Income TaxesIn December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, to enhance disclosures for the effective rate reconciliation and income taxes paid.	The new guidance will be effective for the Company's Annual Report on Form 10-K for the year-ended December 31, 2025. Early adoption is permitted.	We continue to assess the effect the new guidance will have on our disclosures. We expect the primary impact to be the level of disaggregation disclosed in the effective rate reconciliation table and the addition of income taxes paid by jurisdiction.
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.

GATX CORPORATION AND SUBSIDIARIES

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

New Accounting Pronouncements Not Yet Adopted


Standard/Description	Effective Date and Adoption Considerations	Effect on Financial Statements or Other Significant Matters
Income Taxes In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, to enhance disclosures for the effective rate reconciliation and income taxes paid.	The new guidance will be effective for the Company's Annual Report on Form 10-K for the year ended December 31, 2025.	The primary impacts identified are the level of disaggregation disclosed in the effective rate reconciliation table and the addition of income taxes paid by jurisdiction.
Disaggregation of Income Statement Expenses In 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.
Internal-Use Software In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which modernizes the accounting for internal-use software by removing all references to software development stages and requiring entities to consider whether development uncertainty has been resolved before starting to capitalize costs. The guidance also aligns disclosure requirements with ASC 360, Property, Plant and Equipment.	The new guidance will be effective for the first quarter of 2028. The guidance can be applied using a prospective, retrospective, or modified transition approach. Early adoption is permitted.	We are currently assessing the impact these amendments will have on our accounting for internal-use software costs.

NOTE 3. 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 statement of comprehensive income:

Lease Revenue

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

GATX CORPORATION AND SUBSIDIARIES

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

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 offer stand-alone maintenance service contracts. Operating lease revenue is within the scope of Accounting Standards Codification ("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 reasonably assured. See "Note 5. Leases".

Finance Lease Revenue

In certain cases, we lease railcars, locomotives, and tank containers that, at lease inception, 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 5. 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 (or affiliates thereof, 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, 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 terms provided in our lease contracts are variable lease components that are recognized when earned, in accordance with Topic 842.

GATX CORPORATION AND SUBSIDIARIES

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

NOTE 4. Operating Assets and Facilities

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

	June 302025		December 312024
	September 302025		December 312024
Railcars and locomotives	$	13,~~349~~413.80	$	12,702.9
Aircraft spare engines	1,~~030~~177.45		1,030.4
Tank containers	278.62		241.4
Buildings, leasehold improvements, and other equipment	~~278~~288.40		265.3
Other	~~116~~107.07		90.6
	$	15,~~053~~264.24	$	14,330.6
Less: allowance for depreciation	(4,~~125~~184.87)		(3,880.9)
Net operating assets and facilities	$	1011,~~927~~079.47	$	10,449.7

Total depreciation expense was $~~111~~114.93 million and $~~220~~334.36 million for the three and ~~six~~nine months ended ~~June~~September 30, 2025 and $~~103~~108.0 million and $~~203~~311.5 million for the three and ~~six~~nine months ended ~~June~~September 30, 2024.

GATX CORPORATION AND SUBSIDIARIES

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

NOTE 5. 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, locomotives, 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 30				Six Months EndedJune 30
	Three Months EndedSeptember 30				Nine Months EndedSeptember 30
	2025		2024		2025		2024
Operating lease revenue:
Fixed lease revenue	$	~~339~~345.53	$	~~311~~320.18	$	~~670~~1,015.36	$	~~616~~937.20
Variable lease revenue	2628.16		2527.16		5180.73		4977.73
Total operating lease revenue	$	~~365~~373.69	$	~~336~~348.24	$	~~722~~1,095.09	$	~~665~~1,014.93
Finance lease revenue	3.2		3.43		69.46		710.03
Total lease revenue	$	~~368~~377.81	$	~~339~~351.67	$	~~728~~1,105.45	$	~~672~~1,024.96

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 statements of comprehensive income and was $3334.9 million and $67102.87 million for the three and ~~six~~nine months ended ~~June~~September 30, 2025 and $2829.17 million and $5686.85 million for the three and ~~six~~nine months ended ~~June~~September 30, 2024.

We recorded gains on finance leases of ~~$6.5~~zero ~~million~~ and $10.0 million for the three and ~~six~~nine months ended ~~June~~September 30, 2025 and ~~zero~~$4.6 million and $48.39 million for the three and ~~six~~nine months ended ~~June~~September 30, 2024. The gains are reported in net gain on asset dispositions in the statements of comprehensive income.

GATX CORPORATION AND SUBSIDIARIES

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

NOTE 6. Fair Value

The assets and liabilities that GATX records at fair value on a recurring basis consisted entirely of derivatives at ~~June~~September 30, 2025 and December 31, 2024.

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 had one instrument outstanding with an aggregate notional amount of $50.0 million as of ~~June~~September 30, 2025 that matures in 2027 and four instruments outstanding with an aggregate notional amount of $200.0 million as of December 31, 2024 with maturities ranging from 2025 to 2027.

Cash Flow Hedges

We use Treasury rate locks and swap rate locks to hedge our exposure to interest rate risk on anticipated transactions. We also use currency swaps, forwards, and put/call options to hedge our exposure to fluctuations in the exchange rates of foreign currencies for certain loans and operating expenses denominated in non-functional currencies. We had eight instruments outstanding with a notional amount of $33.8 million as of June 30, 2025 that mature in 2025 and zero instruments outstanding as of December 31, 2024. Within the next 12 months, we expect to reclassify $1.0 million ($0.8 million after-tax) of net losses on previously terminated derivatives from accumulated other comprehensive loss to interest expense. We reclassify these amounts when interest 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 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 $2.8 million as of June 30, 2025 and $4.0 million as of December 31, 2024. We are not required to post any collateral on our derivative instruments and do not expect the credit risk provisions to be triggered.

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

GATX CORPORATION AND SUBSIDIARIES

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

Cash Flow Hedges

We use Treasury rate locks and swap rate locks to hedge our exposure to interest rate risk on anticipated transactions. We also use currency swaps, forwards, and put/call options to hedge our exposure to fluctuations in the exchange rates of foreign currencies for certain loans and operating expenses denominated in non-functional currencies. We had three instruments outstanding with a notional amount of $7.1 million as of September 30, 2025 that mature in 2025 and zero instruments outstanding as of December 31, 2024. Within the next 12 months, we expect to reclassify $1.0 million ($0.8 million after-tax) of net losses on previously terminated derivatives from accumulated other comprehensive loss to interest expense. We reclassify these amounts when interest on the related hedged transactions affect earnings.

Non-Designated Derivatives

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 September 30, 2025 and $4.0 million as of December 31, 2024. We are not required to post any collateral on our derivative instruments and do not expect the credit risk provisions to be triggered.

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

		Significant Observable Inputs (Level 2)
	Balance Sheet Location	Fair ~~ValueJune~~ValueSeptember 30, 2025		Fair ValueDecember 31, 2024
Derivative Assets
Foreign exchange contracts (1)	Other assets	$	1.0.3	$	—
Total derivative assets		$	1.0.3	$	—
Derivative Liabilities
Interest rate contracts (1)	Other liabilities	$	21.28	$	4.0
Foreign exchange contracts (1)	Other liabilities	0.6		—
Foreign exchange contracts (2)	Other liabilities	9.7		8.1
Foreign exchange contracts (2)	Other liabilities	10.3		8.1
Total derivative liabilities		$	11.5	$	12.1
Total derivative liabilities		$	13.1	$	12.1

_________

(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~~September 30, 2025 and December 31, 2024, all derivatives were classified as Level 2 in the fair value hierarchy. There were no derivatives classified as Level 1 or Level 3.

The following table shows the amounts recorded on the balance sheet related to cumulative basis adjustments for fair value hedges (in millions):

	Carrying Amount of the Hedged Assets/(Liabilities)				Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets/(Liabilities)
Line Item in the Balance Sheet in Which the Hedged Item is Included	~~June~~September 302025		December 312024		~~June~~September 302025		December 312024
Recourse debt	$	(49.56)	$	(198.9)	$	(21.28)	$	(4.0)

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

	Amount of (Gain) Loss Recognized in Other Comprehensive Income (Loss)
	Three Months EndedJune 30				Six Months EndedJune 30
Derivative Designation	2025		2024		2025		2024
Derivatives in cash flow hedging relationships:
Foreign exchange contracts	$	—	$	—	$	(0.4)	$	(3.4)
Total	$	—	$	—	$	(0.4)	$	(3.4)

Location of Loss (Gain) Reclassified from Accumulated Other Comprehensive Loss into Earnings	Amount of Loss (Gain) Reclassified from Accumulated Other Comprehensive Loss into Earnings
	Three Months EndedJune 30				Six Months EndedJune 30
	2025		2024		2025		2024
Interest expense	$	0.3	$	0.4	$	0.6	$	0.8
Other expense	0.8		—		0.8		(3.7)
Total	$	1.1	$	0.4	$	1.4	$	(2.9)

GATX CORPORATION AND SUBSIDIARIES

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

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


	Amount of Loss (Gain) Recognized in Other Comprehensive (Loss) Income
	Three Months Ended September 30				Nine Months Ended September 30
Derivative Designation	2025		2024		2025		2024
Derivatives in cash flow hedging relationships:
Foreign exchange contracts	$	0.3	$	—	$	(0.1)	$	(3.4)
Total	$	0.3	$	—	$	(0.1)	$	(3.4)


Location of Loss (Gain) Reclassified from Accumulated Other Comprehensive Loss into Earnings	Amount of Loss (Gain) Reclassified from Accumulated Other Comprehensive Loss into Earnings
	Three Months Ended September 30				Nine Months Ended September 30
	2025		2024		2025		2024
Interest expense	$	0.3	$	0.4	$	0.9	$	1.2
Other income (expense)	(0.5)		—		0.3		(3.7)
Total	$	(0.2)	$	0.4	$	1.2	$	(2.5)

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 statements of comprehensive income (in millions):

	Amount of Gain (Loss) Recognized in Interest Expense on Fair Value and Cash Flow Hedging Relationships
	Three Months EndedJune 30				Six Months EndedJune 30
	Three Months EndedSeptember 30				Nine Months EndedSeptember 30
	2025		2024		2025		2024
Total interest expense	$	(9698.2)	$	(8288.89)	$	(~~191~~289.13)	$	(~~160~~249.65)
Gain (loss) on fair value hedging relationships
Interest rate contracts:
Hedged items	(0.4)		(13.01)		(12.82)		(03.67)
Derivatives designated as hedging instruments	0.4		13.01		12.82		03.67
Loss on cash flow hedging relationships
Interest rate contracts:
Amount of loss reclassified from accumulated other comprehensive loss into earnings	(0.3)		(0.4)		(0.69)		(01.82)

	Amount of Gain (Loss) Recognized in Other Expense on Cash Flow Hedging Relationships and Non-Designated Derivative Contracts
	Three Months EndedJune 30				Six Months EndedJune 30
	2025		2024		2025		2024
Total other expense	$	(1.1)	$	(10.8)	$	(3.8)	$	(10.0)
(Loss) gain on cash flow hedging relationships
Foreign exchange contracts:
Amount of (loss) gain reclassified from accumulated other comprehensive loss into earnings (1)	(0.8)		—		(0.8)		3.7
Gain (loss) on non-designated foreign exchange derivative contracts (2)	1.9		(0.3)		(1.4)		(1.2)

_________

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

(2) Foreign exchange contracts.

GATX CORPORATION AND SUBSIDIARIES

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


	Amount of Gain (Loss) Recognized in Other Income (Expense) on Cash Flow Hedging Relationships and Non-Designated Derivative Contracts
	Three Months Ended September 30				Nine Months Ended September 30
	2025		2024		2025		2024
Total other income (expense)	$	6.5	$	(0.9)	$	2.7	$	(10.9)
Gain (loss) on cash flow hedging relationships
Foreign exchange contracts:
Amount of gain (loss) reclassified from accumulated other comprehensive loss into earnings (1)	0.5		—		(0.3)		3.7
Gain (loss) on non-designated foreign exchange derivative contracts (2)	0.5		0.9		(0.9)		(0.3)

_________

(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, 2025				December 31, 2024
	September 30, 2025				December 31, 2024
	CarryingAmount		FairValue		CarryingAmount		FairValue
Liabilities
Recourse fixed rate debt	$	8,~~078~~002.57	$	7,~~793~~841.04	$	7,609.5	$	7,243.9
Recourse floating rate debt	~~662~~748.86		~~672~~759.42		605.8		617.3
Total	$	8,~~741~~751.3	$	8,~~465~~600.46	$	8,215.3	$	7,861.2

GATX CORPORATION AND SUBSIDIARIES

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

NOTE 7. Pension and Other Post-Retirement Benefits

The following table shows the components of net periodic cost for the three months ended ~~June~~September 30, 2025 and 2024 (in millions):

	2025PensionBenefits		2024PensionBenefits		2025RetireeHealth and Life		2024RetireeHealth and Life
Service cost	$	1.75	$	1.6	$	~~0.1~~—	$	~~0.1~~—
Interest cost	4.31		4.21		0.12		0.12
Expected return on plan assets	(5.4)		(5.4)		—		—
Amortization of (1):
Unrecognized prior service credit	—		—		—		—(0.1)
Unrecognized net actuarial loss (gain)	0.23		0.3		—(0.2)		(0.21)
Net periodic cost	$	0.85	$	0.76	$	~~0.2~~—	$	—

The following table shows the components of net periodic cost for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024 (in millions):

	2025PensionBenefits		2024PensionBenefits		2025RetireeHealth and Life		2024RetireeHealth and Life
Service cost	$	34.16	$	34.06	$	0.1	$	0.1
Interest cost	812.56		812.23		0.35		0.35
Expected return on plan assets	(1016.93)		(1016.82)		—		—
Amortization of (1):
Unrecognized prior service credit	—		—		—		(0.12)
Unrecognized net actuarial loss (gain)	0.47		0.58		(0.24)		(0.34)
Net periodic cost	$	1.16	$	01.95	$	0.2	$	—

_________

(1) Amounts reclassified from accumulated other comprehensive loss.

12The service cost component of net periodic cost was $1.5 million and $4.7 million for the three and nine months ended September 30, 2025, and $1.6 million and $4.7 million for the three and nine months ended September 30, 2024 and is recorded in selling, general and administrative expense.

The non-service components totaled income of $1.0 million and $2.9 million for the three and nine months ended September 30, 2025 and $1.0 million and $3.2 million for the three and nine months ended September 30, 2024, and are recorded in other income (expense) in the statements of comprehensive income.

NOTE 8. Share-Based Compensation

During the nine months ended September 30, 2025, we granted 198,300 non-qualified employee stock options, 25,680 restricted stock units, 32,680 performance shares, and 11,069 restricted stock units awarded to non-employee directors. For the three and nine months ended September 30, 2025, total share-based compensation expense was $6.8 million and $17.9 million and the related tax benefits were $1.7 million and $4.4 million. For the three and nine months ended September 30, 2024, total share-based compensation expense was $4.8 million and $15.6 million and the related tax benefits were $1.2 million and $3.7 million.

GATX CORPORATION AND SUBSIDIARIES

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

The service cost component of net periodic cost was $1.8 million and $3.2 million for the three and six months ended June 30, 2025, and $1.7 million and $3.1 million for the three and six months ended June 30, 2024 and is recorded in selling, general and administrative expense.

The non-service components totaled income of $0.8 million and $1.9 million for the three and six months ended June 30, 2025 and $1.0 million and $2.2 million for the three and six months ended June 30, 2024, and are recorded in other expense in the statements of comprehensive income.

NOTE 8. Share-Based Compensation

During the six months ended June 30, 2025, we granted 198,300 non-qualified employee stock options, 25,680 restricted stock units, 32,680 performance shares, and 9,160 restricted stock units awarded to non-employee directors. 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. For the three and six months ended June 30, 2024, total share-based compensation expense was $5.4 million and $10.8 million and the related tax benefits were $1.4 million and $2.6 million.

The estimated fair value of our 2025 non-qualified employee stock option awards and related underlying assumptions are shown in the table below:


	2025
Weighted-average estimated fair value	$	49.30
Quarterly dividend rate	$	0.61
Expected term of stock options, in years	4.1
Risk-free interest rate	4.3		%
Dividend yield	1.5		%
Expected stock price volatility	25.9		%
Present value of dividends	$	9.20

NOTE 9. Income Taxes

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

			2025						2024
Effective income tax rate			25.08		%				25.18		%

The effective rate for the current year was comparable to the prior year. Both included incremental benefits associated with equity awards vested or exercised ~~during the current year~~ and a mix of pre-tax income among domestic and foreign jurisdictions, which are taxed at different rates.

NOTE 10. 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~~September 30, 2025 and December 31, 2024, we had commercial commitments of $9.19 million and $8.7 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~~September 30, 2025 and December 31, 2024. As of ~~June~~September 30, 2025, our outstanding commitments expire in ~~2025~~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.

GATX CORPORATION AND SUBSIDIARIES

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

NOTE 11. 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 nonforfeitable 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 30				Six Months EndedJune 30
	2025		2024		2025		2024
Basic earnings per share:
Net income	$	75.5	$	44.4	$	154.1	$	118.7
Less: Net income allocated to participating securities	(1.3)		(0.8)		(2.7)		(2.2)
Net income available to common shareholders	$	74.2	$	43.6	$	151.4	$	116.5
Weighted-average shares outstanding - basic	35.9		35.8		35.9		35.8
Basic earnings per share	$	2.07	$	1.22	$	4.22	$	3.25
Diluted earnings per share:
Net income	$	75.5	$	44.4	$	154.1	$	118.7
Less: Net income allocated to participating securities	(1.3)		(0.8)		(2.7)		(2.2)
Net income available to common shareholders	$	74.2	$	43.6	$	151.4	$	116.5
Weighted-average shares outstanding - basic	35.9		35.8		35.9		35.8
Effect of dilutive securities:
Equity compensation plans	0.1		0.1		0.1		0.1
Weighted-average shares outstanding - diluted *	35.9		35.9		36.0		35.9
Diluted earnings per share	$	2.06	$	1.21	$	4.21	$	3.25

_________

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

GATX CORPORATION AND SUBSIDIARIES

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

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


	Three Months Ended September 30				Nine Months Ended September 30
	2025		2024		2025		2024
Basic earnings per share:
Net income	$	82.2	$	89.0	$	236.3	$	207.7
Less: Net income allocated to participating securities	(1.3)		(1.5)		(4.0)		(3.7)
Net income available to common shareholders	$	80.9	$	87.5	$	232.3	$	204.0
Weighted-average shares outstanding - basic	35.9		35.8		35.9		35.8
Basic earnings per share	$	2.25	$	2.44	$	6.47	$	5.70

Diluted earnings per share:
Net income	$	82.2	$	89.0	$	236.3	$	207.7
Less: Net income allocated to participating securities	(1.3)		(1.5)		(4.0)		(3.7)
Net income available to common shareholders	$	80.9	$	87.5	$	232.3	$	204.0
Weighted-average shares outstanding - basic	35.9		35.8		35.9		35.8
Effect of dilutive securities:
Equity compensation plans	0.1		0.1		0.1		0.1
Weighted-average shares outstanding - diluted	36.0		35.9		36.0		35.9
Diluted earnings per share	$	2.25	$	2.43	$	6.46	$	5.68

NOTE 12. Accumulated Other Comprehensive Loss

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

	Foreign Currency Translation Adjustments		Unrealized Loss on Derivative Instruments		Post-Retirement Benefit Plans Adjustments		Total
Accumulated other comprehensive loss at December 31, 2024	$	(160.1)	$	(8.9)	$	(40.6)	$	(209.6)
Change in component	46.7		0.4		(0.1)		47.0
Reclassification adjustments into earnings (1)	—		0.3		—		0.3
Income tax effect	—		(0.2)		0.1		(0.1)
Accumulated other comprehensive loss at March 31, 2025	$	(113.4)	$	(8.4)	$	(40.6)	$	(162.4)
Change in component	73.8		—		(0.1)		73.7
Reclassification adjustments into earnings (1)	—		1.1		0.2		1.3
Income tax effect	—		(0.3)		(0.1)		(0.4)
Accumulated other comprehensive loss at June 30, 2025	$	(39.6)	$	(7.6)	$	(40.6)	$	(87.8)
Change in component	(15.4)		(0.3)		(0.1)		(15.8)
Reclassification adjustments into earnings (1)	—		(0.2)		0.1		(0.1)
Income tax effect	—		0.1		0.1		0.2
Accumulated other comprehensive loss at September 30, 2025	$	(55.0)	$	(8.0)	$	(40.5)	$	(103.5)

_________

(1) See "Note 6. Fair Value" and "Note 7. Pension and Other Post-Retirement Benefits" for impacts of the reclassification adjustments on the statements of comprehensive income.

NOTE 13. 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.

Norfolk Southern Train Derailment in East Palestine, Ohio

On June 30, 2023, a third-party complaint was filed by Norfolk Southern Railway Company and Norfolk Southern Corporation (collectively, “Norfolk Southern”) against GATX and several other parties in the Northern District of Ohio (Eastern Division) for contribution and recovery of environmental damages related to the derailment of a Norfolk Southern train in East Palestine, Ohio that included railcars owned by GATX Corporation. The Company filed a motion to dismiss Norfolk Southern's third-party complaint on September 15, 2023. On March 6, 2024, the Court granted GATX's and the other third-party defendants’ motions and dismissed all Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA") claims. The Court also dismissed all state law claims, declining to exercise supplemental jurisdiction over them in light of its dismissal of the CERCLA claims. On March 26, 2024, Norfolk Southern moved the Court for entry of partial final judgment as to the order dismissing the third-party complaint in order to appeal before final judgment the Court’s dismissal order as to GATX and the other third-party defendants. The Court has not yet ruled on Norfolk Southern’s motion. In the interim, on May 23, 2024, Norfolk Southern entered into a Consent Decree settling claims with the United States Department of Justice and Environmental Protection Agency (but not the State of Ohio) to which GATX is not a party.

GATX CORPORATION AND SUBSIDIARIES

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

OnNOTE July 25, 2023, a separate third-party complaint was filed by Norfolk Southern against GATX and two other defendants in the Northern District of Ohio (Eastern Division) for contribution to personal injury and property damages class claims related to the derailment of the Norfolk Southern train in East Palestine, Ohio. The plaintiffs who had originally filed the complaint against Norfolk Southern ("Plaintiffs") themselves subsequently filed direct claims against GATX and the two other third-party defendants alleging many of the same facts as Norfolk Southern. On September 15, 2023, the Company filed a motion to dismiss Norfolk Southern's third-party complaint, and on September 26, 2023, filed a motion to dismiss the Plaintiffs' complaint. Briefing was completed on October 30, 2023, and the Court issued an order on March 13~~, 2024, denying in part, and granting in part, the Company’s motion against Norfolk Southern and Plaintiffs~~. Legal ~~The~~Proceedings ~~Court held that Norfolk Southern’s contribution action was premature~~ and ~~dismissed~~Other the claim without prejudice but otherwise allowed the remaining claims against GATX to proceed. The Court also dismissed Plaintiffs’ claim for medical monitoring but held that Plaintiffs could seek such damages through their other claims, which could proceed. The Court also consolidated an additional action filed against GATX and others titled Almasy, et al. v. Norfolk Southern Corp., et al. by over 40 individual residents, employees and property owners in East Palestine, Ohio. Plaintiffs and Norfolk Southern reached a settlement for $600 million to resolve the consolidated class action claims of those within a 20-mile radius from the derailment, and, for those residents who choose to participate, personal injury claims within a 10-mile radius from the derailment. On September 25, 2024, the Court held a final approval hearing and two days later issued its final approval order for the settlement. To date, a handful of appeals challenging the fairness, reasonableness and adequacy of the settlement have been filed with the Sixth Circuit Court of Appeals. On October 9, 2024, all parties to the litigation filed motions for summary judgment for the pending claims, which were denied in part and granted in part on February 21, 2025. Norfolk Southern requested and was granted leave to reinstate its contribution claims against GATX and others. Trial regarding Norfolk Southern's contribution claim against GATX and others began on March 31, 2025, and on April 23, 2025, the jury returned a verdict in favor of GATX finding no negligence by GATX and 0% liability. Contingencies

Norfolk Southern Train Derailment in East Palestine, Ohio

On June 30, 2023, a third-party complaint was filed by Norfolk Southern Railway Company and Norfolk Southern Corporation (collectively, “Norfolk Southern”) against GATX and several other parties in the Northern District of Ohio (Eastern Division) for contribution and recovery of environmental damages related to the derailment of a Norfolk Southern train in East Palestine, Ohio that included railcars owned by GATX Corporation. The Company filed a motion to dismiss Norfolk Southern's third-party complaint on September 15, 2023. On March 6, 2024, the Court granted GATX's and the other third-party defendants’ motions and dismissed all Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA") claims. The Court also dismissed all state law claims, declining to exercise supplemental jurisdiction over them in light of its dismissal of the CERCLA claims. On March 26, 2024, Norfolk Southern moved the Court for entry of partial final judgment as to the order dismissing the third-party complaint in order to appeal before final judgment the Court’s dismissal order as to GATX and the other third-party defendants. The Court has denied Norfolk Southern’s motion. In the interim, on May 23, 2024, Norfolk Southern entered into a Consent Decree settling claims with the United States Department of Justice and Environmental Protection Agency (but not the State of Ohio) to which GATX is not a party. The State of Ohio first party action against Norfolk Southern remains pending.

On July 25, 2023, a separate third-party complaint was filed by Norfolk Southern against GATX and two other defendants in the Northern District of Ohio (Eastern Division) for contribution to personal injury and property damages class claims related to the derailment of the Norfolk Southern train in East Palestine, Ohio. The plaintiffs who had originally filed the complaint against Norfolk Southern ("Plaintiffs") themselves subsequently filed direct claims against GATX and the two other third-party defendants alleging many of the same facts as Norfolk Southern. On September 15, 2023, the Company filed a motion to dismiss Norfolk Southern's third-party complaint, and on September 26, 2023, filed a motion to dismiss the Plaintiffs' complaint. Briefing was completed on October 30, 2023, and the Court issued an order on March 13, 2024, denying in part, and granting in part, the Company’s motion against Norfolk Southern and Plaintiffs. The Court held that Norfolk Southern’s contribution action was premature and dismissed the claim without prejudice but otherwise allowed the remaining claims against GATX to proceed. The Court also dismissed Plaintiffs’ claim for medical monitoring but held that Plaintiffs could seek such damages through their other claims, which could proceed. The Court also consolidated an additional action filed against GATX and others titled Almasy, et al. v. Norfolk Southern Corp., et al. by over 40 individual residents, employees and property owners in East Palestine, Ohio. Plaintiffs and Norfolk Southern reached a settlement for $600 million to resolve the consolidated class action claims of those within a 20-mile radius from the derailment, and, for those residents who choose to participate, personal injury claims within a 10-mile radius from the derailment. On September 25, 2024, the Court held a final approval hearing and two days later issued its final approval order for the settlement. A handful of appeals challenging the fairness, reasonableness and adequacy of the settlement were filed with the Sixth Circuit Court of Appeals. On October 9, 2024, all parties to the litigation filed motions for summary judgment for the pending claims, which were denied in part and granted in part on February 21, 2025. Norfolk Southern requested and was granted leave to reinstate its contribution claims against GATX and others. Trial regarding Norfolk Southern's contribution claim against GATX and others began on March 31, 2025, and on April 23, 2025, the jury returned a verdict in favor of GATX finding no negligence by GATX and 0% liability. On September 29, 2025, approximately 50 plaintiffs filed a motion seeking relief from the judgment and settlement entered with Norfolk Southern alleging the settlement was based on misrepresentations by Plaintiffs’ counsel. Plaintiffs filed a response and the motion remains pending.

On December 8, 2023, GATX and three other defendants were named as additional defendants in a putative class action lawsuit originally filed in federal court in Pennsylvania against Norfolk Southern by four Pennsylvania school districts and their students. The allegations largely mirror those in the action filed in federal court in Ohio. The amended complaint seeks monetary damages for the Pennsylvania plaintiffs for personal injury and property damage allegedly related to the derailment. The Company and other defendants filed a motion to dismiss on February 23, 2024. Briefing has been completed and the motions remain pending and undecided. The Court has not set any further deadlines.

GATX was named in two ~~new~~ lawsuits filed on February 3, 2025, in The Court of Common Pleas, Franklin County, Ohio on behalf of approximately 750 plaintiffs of whom approximately 184 have opted out of the prior settlement agreements with Norfolk Southern or were not included and are now suing GATX and approximately 60 other defendants. The remaining plaintiffs who opted into the settlement with Norfolk Southern (approximately 550) are not suing GATX. The actions were consolidated on May 8, 2025. GATX filed motions to dismiss the lawsuits as to GATX on June 23, 2025. Plaintiffs amended their complaint and did not reassert their claims against GATX.

GATX was named in one new lawsuit (Tsai) filed by the same plaintiffs in three different jurisdictions: Philadelphia (Pennsylvania state court), Cuyahoga (Ohio state court), and Lawrence (Pennsylvania state court). The allegations are similar to the allegations originally filed against GATX in the Ohio Personal Injury Litigation. Plaintiffs filed a Praecipe to Dismiss the action filed in Lawrence County in order to pursue the same action in Philadelphia. Plaintiffs also voluntarily dismissed the Cuyahoga County, Ohio action on April 29, 2025. GATX filed its Preliminary Objections to the Plaintiffs' complaint in Philadelphia County on June 25, 2025, and those objections remain pending.

The Company is vigorously defending itself against each of these lawsuits. At this time, the Company cannot reasonably estimate the loss or range of loss, if any, that may ultimately be incurred in connection with any of these lawsuits and has not established any accruals for potential liability related to this incident.

For a full discussion of our other pending legal matters, please refer to "Note 23. Legal Proceedings and Other Contingencies" in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2024.

GATX CORPORATION AND SUBSIDIARIES

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

GATX was named in one lawsuit (Tsai) originally filed by the same plaintiffs in three different jurisdictions: Philadelphia (Pennsylvania state court), Cuyahoga (Ohio state court), and Lawrence (Pennsylvania state court). The allegations are similar to the allegations originally filed against GATX in the Ohio Personal Injury Litigation. Plaintiffs filed a Praecipe to Dismiss the action filed in Lawrence County in order to pursue the same action in Philadelphia. Plaintiffs also voluntarily dismissed the Cuyahoga County, Ohio action on April 29, 2025. GATX filed its Preliminary Objections to the Plaintiffs' complaint in Philadelphia County on June 25, 2025, and those objections remain pending. Plaintiffs voluntarily dismissed all claims in the state court actions in Cuyahoga and Lawrence and, after appointing new counsel, dismissed GATX and refiled their action in state court in Columbiana, Ohio.

The Company will vigorously defend itself against any remaining actions. At this time, the Company cannot reasonably estimate the loss or range of loss, if any, that may ultimately be incurred in connection with these lawsuits and has not established any accruals for potential liability related to this incident.

NOTE 14. Financial Data of Business Segments

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

Rail North America 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.

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 almost entirely 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 business that directly owns aircraft spare engines that are leased to airline customers or employed in engine capacity agreements. All engines at GEL are managed by the RRPF affiliates, for which we paid them a fee of $1.34 million and $24.71 million for the three and ~~six~~nine months ended ~~June~~September 30, 2025 and $01.91 million and $12.89 million for the three and ~~six~~nine months ended ~~June~~September 30, 2024.

Other includes Trifleet operations, as well as selling, general and administrative expenses, income taxes, and certain other amounts not allocated to the segments.

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.

GATX CORPORATION AND SUBSIDIARIES

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

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

	Rail North America		Rail International		Engine Leasing		Other		GATX Consolidated
Three Months Ended June 30, 2025
Three Months Ended September 30, 2025
Revenues
Lease revenue	$	~~262~~264.81	$	8994.62	$	810.14	$	8.34	$	~~368~~377.81
Non-dedicated engine revenue	—		—		2022.5		—		2022.5
Other revenue	32.94		65.2		—		2.1		4139.27
Total Revenues	~~295~~296.75		9599.84		2832.69		10.45		~~430~~439.53
Expenses
Maintenance expense	8493.31		18.91		—		1.3		~~104~~112.5
Depreciation expense	7172.71		2123.70		910.53		4.01		~~106~~109.95
Operating lease expense	7.1		—		—		—		7.1
Other operating expense	7.8.2		4.98		2.9		0.9		16.58
Total Expenses	~~170~~180.95		45.59		1213.42		6.23		~~235~~245.09
Other Income (Expense)
Net gain on asset dispositions	3921.13		1.48		—		—		4023.51
Interest expense, net	(64.4)		(20.0)		(11.6)		(0.2)		(96.2)
Interest (expense) income, net	(64.9)		(20.7)		(12.7)		0.1		(98.2)
Other (expense) income	(21.86)		(0.52)		~~0.1~~—		18.13		(16.1)5
Share of affiliates' pre-tax (losses) earnings	(0.1)		—		2253.64		—		2253.53
Segment profit	$	9670.67	$	3234.24	$	2760.34	$	512.16	$	~~161~~178.21
Less:
Selling, general and administrative expense									5866.2
Income taxes (includes $6.5 related to affiliates' earnings)									27.5
Income taxes (includes $13.3 related to affiliates' earnings)									29.7
Net income									$	7582.52
Net Gain on Asset Dispositions
Asset Remarketing Income:
Net gains on disposition of owned assets	$	3416.14	$	—0.8	$	—	$	—	$	3417.12
Residual sharing income	0.21		—		—		—		0.21
Non-remarketing net gains (1)	4.8		1.40		—		—		65.28
	$	3921.13	$	1.48	$	—	$	—	$	4023.51
Capital Expenditures
Portfolio investments and capital additions	$	~~132~~142.26	$	8166.1	$	—147.1	$	5.79	$	~~219~~361.07
Selected Balance Sheet Data at June 30, 2025
Selected Balance Sheet Data at September 30, 2025
Investments in affiliated companies	$	~~0.1~~—	$	—	$	~~706~~746.31	$	—	$	~~706~~746.41
Identifiable assets	$	7,~~900~~886.76	$	2,~~545~~569.18	$	1,~~658~~848.32	$	1,~~096~~001.12	$	13,~~200~~305.28

_________

(1) Includes net gains from scrapping of railcars.

GATX CORPORATION AND SUBSIDIARIES

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

	Rail North America		Rail International		Engine Leasing		Other		GATX Consolidated
Three Months Ended June 30, 2024
Three Months Ended September 30, 2024
Revenues
Lease revenue	$	~~242~~249.12	$	8286.03	$	8.1	$	78.41	$	~~339~~351.67
Non-dedicated engine revenue	—		—		1318.71		—		1318.71
Other revenue	2829.3		34.23		—		12.90		3335.46
Total Revenues	~~270~~278.45		8590.26		2126.82		910.31		~~386~~405.74
Expenses
Maintenance expense	77.47		1817.20		—		1.02		9695.69
Depreciation expense	6669.82		1920.43		810.61		3.78		98103.54
Operating lease expense	98.0		—		—		—		98.0
Other operating expense	67.40		3.67		12.96		10.98		1314.81
Total Expenses	~~159~~161.69		41.20		1012.57		65.68		~~217~~221.94
Other Income (Expense)
Net gain on asset dispositions	2446.97		01.7		—		—0.1		2548.65
Interest (expense) income, net	(5660.42)		(1718.5)		(911.73)		01.81		(8288.89)
Other expense	(0.3)		(0.7)		(0.1)		(9.7)		(10.8)
Other (expense) income	(0.8)		1.1		0.1		(1.3)		(0.9)
Share of affiliates' pre-tax (losses) earnings	(0.2)		—		16.9		—		16.7
Share of affiliates' pre-tax earnings	0.1		—		35.2		—		35.3
Segment profit (loss)	$	78.8	$	26.5	$	18.4	$	(6.2)	$	117.5
Segment profit	$	102.4	$	33.9	$	37.5	$	4.2	$	178.0
Less:
Selling, general and administrative expense									5857.62
Income taxes (includes $4.1 related to affiliates' earnings)									14.5
Income taxes (includes $8.9 related to affiliates' earnings)									31.8
Net income									$	4489.40
Net Gain on Asset Dispositions
Asset Remarketing Income:
Net gains on disposition of owned assets	$	1943.86	$	—1.2	$	—	$	—0.1	$	1944.89
Residual sharing income	0.1		—		—		—		0.1
Non-remarketing net gains (1)	53.0		0.75		—		—		53.75
	$	2446.97	$	01.7	$	—	$	—0.1	$	2548.65
Capital Expenditures
Portfolio investments and capital additions	$	~~308~~325.19	$	5980.6	$	7194.38	$	3.02	$	~~442~~504.05
Selected Balance Sheet Data at December 31, 2024
Investments in affiliated companies	$	0.2	$	—	$	663.1	$	—	$	663.3
Identifiable assets	$	7,751.6	$	2,233.3	$	1,653.4	$	658.2	$	12,296.5

_________

(1) Includes net gains from scrapping of railcars.

GATX CORPORATION AND SUBSIDIARIES

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

	Rail North America		Rail International		Engine Leasing		Other		GATX Consolidated
Six Months Ended June 30, 2025
Nine Months Ended September 30, 2025
Revenues
Lease revenue	$	~~522~~786.89	$	~~173~~267.24	$	1626.26	$	1624.26	$	~~728~~1,105.45
Non-dedicated engine revenue	—		—		4264.05		—		4264.05
Other revenue	6698.26		1116.13		—		46.45		81121.74
Total Revenues	~~589~~885.05		~~184~~283.37		5891.21		2031.61		~~852.~~1,291.4
Expenses
Maintenance expense	~~168~~261.01		3755.45		—		23.69		~~208~~320.05
Depreciation expense	~~142~~214.12		4164.8		1829.92		711.78		~~210~~320.50
Operating lease expense	1421.78		—		—		—		1421.78
Other operating expense	1523.35		914.53		58.76		2.09		3249.53
Total Expenses	~~340~~520.16		88134.76		2437.68		1218.36		~~465~~711.76
Other Income (Expense)
Net gain on asset dispositions	7192.25		24.75		—		—		7397.90
Interest (expense) income, net	(~~129~~194.10)		(3959.18)		(2336.85)		01.90		(~~191~~289.13)
Other (expense) income	(57.51)		(1.35)		0.1		211.92		(32.8)7
Share of affiliates' pre-tax (losses) earnings	(0.12)		—		56109.04		—		55109.92
Segment profit	$	~~185~~256.41	$	5792.93	$	65126.93	$	1224.17	$	~~321~~499.34
Less:
Selling, general and administrative expense									~~114~~181.80
Income taxes (includes $14.8 related to affiliates' earnings)									52.4
Income taxes (includes $28.1 related to affiliates' earnings)									82.1
Net income									$	~~154~~236.13
Net Gain on Asset Dispositions
Asset Remarketing Income:
Net gains on disposition of owned assets	$	6481.60	$	01.64	$	—	$	—	$	6582.24
Residual sharing income	0.34		—		—		—		0.34
Non-remarketing net gains (1)	914.97		23.1		—		—		1217.08
Asset impairments	(3.6)		—		—		—		(3.6)
	$	7192.25	$	24.75	$	—	$	—	$	7397.90
Capital Expenditures
Portfolio investments and capital additions	$	~~359~~502.95	$	~~143~~209.89	$	—147.1	$	1117.65	$	~~515~~877.30

_________

(1) Includes net gains from scrapping of railcars.

GATX CORPORATION AND SUBSIDIARIES

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

	Rail North America		Rail International		Engine Leasing		Other		GATX Consolidated
Six Months Ended June 30, 2024
Nine Months Ended September 30, 2024
Revenues
Lease revenue	$	~~478~~727.68	$	~~162~~248.69	$	1624.23	$	1523.56	$	~~672~~1,024.96
Non-dedicated engine revenue	—		—		2645.90		—		2645.90
Other revenue	5686.81		610.36		—		35.7		66102.84
Total Revenues	~~535~~813.49		~~168~~259.95		4369.13		1929.23		~~766~~1,172.60
Expenses
Maintenance expense	~~150~~228.30		3552.7		—		23.02		~~188~~283.09
Depreciation expense	~~131~~201.91		3858.36		1727.01		711.31		~~194~~297.59
Operating lease expense	1826.0		—		—		—		1826.0
Other operating expense	1320.1		710.18		47.40		23.86		2741.45
Total Expenses	~~313~~475.32		81122.1		2134.41		1217.19		~~427~~649.93
Other Income (Expense)
Net gain on asset dispositions	59105.18		23.07		0.6		0.12		61110.83
Interest (expense) income, net	(~~109~~169.79)		(3452.27)		(1930.03)		2.3.4		(~~160~~249.65)
Other (expense) income	(23.42)		(0.3)8		0.23		(78.58)		(10.09)
Share of affiliates' pre-tax earnings	—0.1		—		4075.68		—		4075.69
Segment profit	$	~~169~~271.15	$	5589.32	$	4481.16	$	26.02	$	~~270~~448.5
Less:
Selling, general and administrative expense									~~114~~171.57
Income taxes (includes $8.3 related to affiliates' earnings)									37.3
Income taxes (includes $17.2 related to affiliates' earnings)									69.1
Net income									$	~~118~~207.7
Net Gain on Asset Dispositions
Asset Remarketing Income:
Net gains on disposition of owned assets	$	5296.73	$	0.1.3	$	0.6	$	0.12	$	5398.54
Residual sharing income	0.23		—		—		—		0.23
Non-remarketing net gains (1)	69.2		12.94		—		—		811.16
	$	59105.18	$	23.07	$	0.6	$	0.12	$	61110.83
Capital Expenditures
Portfolio investments and capital additions	$	~~629~~955.87	$	~~109~~190.51	$	71166.31	$	1013.02	$	~~820~~1,325.61

_________

(1) Includes net gains from scrapping of railcars.

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

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

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~~nine 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~~DISCUSSION ~~income~~OF ~~for~~OPERATING 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.RESULTS

Net income for the nine months ended September 30, 2025 was $236.3 million, or $6.46 per diluted share, compared to $207.7 million, or $5.68 per diluted share, for the same period in 2024. Results for the nine months ended September 30, 2025, included a net positive impact of $5.3 million ($0.15 per diluted share) from tax adjustments and other items. Results for the nine months ended September 30, 2024 included a net negative impact of $9.9 million ($0.27 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 $13.4 million compared to the prior year, largely due to higher revenue at Rail North America and Rail International, higher dedicated and 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 lower net gain on asset dispositions and higher maintenance expense at Rail North America, and higher interest and depreciation expense.

Net income for the three months ended September 30, 2025 was $82.2 million, or $2.25 per diluted share, compared to $89.0 million, or $2.43 per diluted share, for the same period in 2024. Results for the three months ended September 30, 2025, included a net positive impact of $5.3 million ($0.15 per diluted share) from tax adjustments and other items. Results for the three months ended September 30, 2024 included a net negative impact of $2.5 million ($0.07 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 decreased $14.6 million compared to the prior year, largely due to lower net gain on asset dispositions and higher maintenance expense at Rail North America, and higher interest expense, partially offset by higher revenue at Rail North America and Rail International, higher dedicated and non-dedicated engine revenue at Engine Leasing, and higher earnings at the RRPF affiliates.

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

	Three Months EndedJune 30				Six Months EndedJune 30
	Three Months EndedSeptember 30				Nine Months EndedSeptember 30
	2025		2024		2025		2024
Segment Revenues
Rail North America	$	~~295~~296.75	$	~~270~~278.45	$	~~589~~885.05	$	~~535~~813.49
Rail International	9599.84		8590.26		~~184~~283.37		~~168~~259.95
Engine Leasing	2832.69		2126.82		5891.21		4369.13
Other	10.45		910.31		2031.61		1929.23
	$	~~430~~439.53	$	~~386~~405.74	$	~~852.~~1,291.4	$	~~766~~1,172.60
Segment Profit
Rail North America	$	9670.67	$	78102.84	$	~~185~~256.41	$	~~169~~271.15
Rail International	3234.24		2633.59		5792.93		5589.32
Engine Leasing	2760.34		1837.45		65126.93		4481.16
Other	512.16		(64.2)		1224.17		26.02
	161.2		117.5		321.3		270.5
	178.1		178.0		499.4		448.5
Less:
Selling, general and administrative expense	5866.2		5857.62		~~114~~181.80		~~114~~171.57
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
Income taxes (includes $13.3 and $8.9 QTR and $28.1 and $17.2 YTD related to affiliates' earnings)	29.7		31.8		82.1		69.1
Net Income (GAAP)	$	7582.52	$	4489.40	$	~~154~~236.13	$	~~118~~207.7
Net income, excluding tax adjustments and other items (non-GAAP) (1)	$	7576.59	$	5291.45	$	~~154~~231.10	$	~~126~~217.16
Diluted earnings per share (GAAP)	$	2.0625	$	12.2143	$	46.2146	$	35.2568
Diluted earnings per share, excluding tax adjustments and other items (non-GAAP) (1)	$	2.0610	$	12.4350	$	46.2131	$	35.4595
Investment Volume	$	~~219~~361.07	$	~~442~~504.05	$	~~515~~877.30	$	~~820~~1,325.61

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

	2025		2024
Return on Equity (GAAP)	12.81	%	1011.59	%
Return on Equity, excluding tax adjustments and other items (non-GAAP) (1)	1211.67	%	1012.72	%

_________

(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 most railcars was stable, despite ongoing macroeconomic uncertainty 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 9998.29% at the end of the current quarter.

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

	Three Months EndedJune 30				Six Months EndedJune 30
	Three Months EndedSeptember 30				Nine Months EndedSeptember 30
	2025		2024		2025		2024
Revenues
Lease revenue	$	~~262~~264.81	$	~~242~~249.12	$	~~522~~786.89	$	~~478~~727.68
Other revenue	32.94		2829.3		6698.26		5686.81
Total Revenues	~~295~~296.75		~~270~~278.45		~~589~~885.05		~~535~~813.49
Expenses
Maintenance expense	8493.31		77.47		~~168~~261.01		~~150~~228.30
Depreciation expense	7172.71		6669.82		~~142~~214.12		~~131~~201.91
Operating lease expense	7.1		98.0		1421.78		1826.0
Other operating expense	7.8.2		67.40		1523.35		1320.1
Total Expenses	~~170~~180.95		~~159~~161.69		~~340~~520.16		~~313~~475.32
Other Income (Expense)
Net gain on asset dispositions	3921.13		2446.97		7192.25		59105.18
Interest expense, net	(64.49)		(5660.42)		(~~129~~194.10)		(~~109~~169.79)
Other expense	(21.86)		(0.38)		(57.51)		(23.42)
Share of affiliates' pre-tax losses	(0.1)		(0.2)		(0.1)		—
Share of affiliates' pre-tax losses (earnings)	(0.1)		0.1		(0.2)		0.1
Segment Profit	$	9670.67	$	78102.84	$	~~185~~256.41	$	~~169~~271.15
Investment Volume	$	~~132~~142.26	$	~~308~~325.19	$	~~359~~502.95	$	~~629~~955.87

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

	Three Months EndedJune 30				Six Months EndedJune 30
	Three Months EndedSeptember 30				Nine Months EndedSeptember 30
	2025		2024		2025		2024
Railcars	$	~~238~~239.9	$	~~218~~225.27	$	~~474~~714.98	$	~~431~~657.96
Boxcars	1415.82		1716.1		2945.91		3349.34
Locomotives	9.10		67.84		1827.0		1320.48
Total	$	~~262~~264.81	$	~~242~~249.12	$	~~522~~786.89	$	~~478~~727.68

2425

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 302024

September 302024

December 312024

March 312025

June 302025

September 302024

December 312024

March 312025

June 302025

September 302025

Beginning balance

~~101~~102,~~687~~086

102,~~086~~697

102,~~697~~966

~~102~~103,~~966~~310

~~103~~102,~~310~~317

Railcars added

1,~~337~~474

1,~~474~~126

1,~~126~~464

~~1,464~~595

~~595~~366

Railcars scrapped

(~~389~~360)

(~~360~~309)

(~~309~~316)

(~~316~~614)

(~~614~~478)

Railcars sold

(~~549~~503)

(~~503~~548)

(~~548~~804)

(~~804~~974)

(~~974~~917)

Ending balance

102,~~086~~697

102,~~697~~966

~~102~~103,~~966~~310

~~103~~102,~~310~~317

~~102~~101,~~317~~288

Utilization rate at quarter end (1)

99.3

99.31

99.12

99.2

9998.29

Renewal success rate (2)

8482.10

8289.01

8985.1

8584.12

8487.21

Active railcars at quarter end (3)

101,~~401~~939

~~101~~102,~~939~~003

102,~~003~~529

~~102~~101,~~529~~494

~~101~~100,~~494~~144

Average active railcars (4)

101,~~181~~629

~~101~~102,~~629~~150

102,~~150~~367

102,~~367~~073

~~102~~100,~~073~~896

_________

(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~~September 30, 2025, leases for approximately 116,~~800~~900 tank and freight cars and approximately ~~700~~600 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~~September 30, 2025, 67,~~595~~901 railcars have been ordered pursuant to the terms of the agreement, of which 45,~~687~~223 railcars have been delivered.

2526

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~~third quarter of 2025, the renewal rate change of the LPI was positive 2422.28%, compared to positive 24.52% in the prior quarter, and positive 2926.46% in the ~~second~~third quarter of 2024. Lease terms on renewals for railcars in the LPI averaged 60 months in the current quarter, compared to 6160 months in the prior quarter, and 6159 months in the ~~second~~third quarter of 2024.

2627

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

June 302024

September 302024

December 312024

March 312025

June 302025

September 302024

December 312024

March 312025

June 302025

September 302025

Beginning balance

98,~~670~~990

8,~~990~~779

8,~~779~~395

87,~~395~~990

7,~~990~~621

Boxcars added

—

—27

27172

Boxcars scrapped

(~~555~~211)

(~~211~~349)

(~~349~~405)

(~~405~~396)

(~~396~~285)

Boxcars sold

~~(125)~~—

—(35)

~~(35)~~—

—

—(30)

Ending balance

8,~~990~~779

8,~~779~~395

87,~~395~~990

7,~~990~~621

7,~~621~~478

Utilization rate at quarter end (1)

99.8

9998.87

9896.79

Active boxcars at quarter end (2)

8,~~971~~760

8,~~760~~376

87,~~376~~971

7,~~971~~521

7,~~521~~247

Average active boxcars (3)

98,~~304~~848

8,~~848~~552

8,~~552~~163

87,~~163~~773

7,~~773~~391

_________

(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~~Nine Months of 2025 to the First ~~Six~~Nine Months of 2024

Segment Profit

In the ~~six~~nine months ended ~~June~~September 30, 2025, segment profit of $~~185~~256.41 million ~~increased~~decreased 95.67% compared to $~~169~~271.15 million for the same period in the prior year. The ~~increase~~decrease was driven by ~~higher~~lower ~~revenue and higher~~ net ~~gain~~gains on asset dispositions, ~~partially~~and ~~offset by~~ higher ~~interest~~maintenance and ~~maintenance~~interest expense, ~~and~~partially anoffset ~~impairment~~by ~~recorded~~higher ~~on certain older flammable liquids railcars~~revenue.

Revenues

In the ~~six~~nine months ended ~~June~~September 30, 2025, lease revenue increased $4459.21 million, or 98.21%, driven by more railcars on lease and higher lease rates. Other revenue increased $912.45 million primarily due to higher repair revenue, partially offset by lower lease termination fees.

Expenses

In the ~~six~~nine months ended ~~June~~September 30, 2025, maintenance expense increased $1733.71 million, driven by more repair events, including more repairs performed by the railroads, and ~~higher~~a ~~costs~~mix of repairs that resulted in higher costs per repair. Depreciation expense increased $1013.21 million, due to the timing of new railcar investments and dispositions.

Other Income (Expense)

In the ~~six~~nine months ended ~~June~~September 30, 2025, net gain on asset dispositions ~~increased~~decreased $1213.13 million, driven by ~~higher~~lower net gains on asset dispositions ~~and railcars converted to finance leases~~, aspartially ~~well~~offset asby 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 $1924.41 million, due to a higher average debt balance and higher average interest rate.

Investment Volume

During the ~~six~~nine months ended ~~June~~September 30, 2025, investment volume was $~~359~~502.95 million compared to $~~629~~955.87 million in the same period in 2024. We acquired 1,~~269~~805 newly built railcars and purchased ~~707~~849 railcars in the secondary market in the ~~six~~nine months ended ~~June~~September 30, 2025, compared to 2,~~200~~987 newly built railcars, ~~and 1~~2,~~247~~005 railcars in the secondary market, and 156 locomotives in the secondary market in the same period in 2024.

2728

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~~Third Quarter of 2025 to the ~~Second~~Third Quarter of 2024

Segment Profit

In the three months ended ~~June~~September 30, 2025, segment profit of $9670.67 million ~~increased~~decreased 2231.60% compared to $78102.84 million for the same period in the prior year. The ~~increase~~decrease was driven by ~~higher~~lower ~~revenue and higher~~ net gains on asset dispositions, ~~partially~~and ~~offset by~~ higher interest and maintenance expense, partially offset by higher revenue.

Revenues

In the three months ended ~~June~~September 30, 2025, lease revenue increased $2014.79 million, or 8.6.0%, driven by ~~more railcars on lease and~~ higher lease rates. Other revenue increased $43.61 million, primarily due to higher repair revenue.

Expenses

In the three months ended ~~June~~September 30, 2025, maintenance expense increased $615.94 million, driven by more repair events, ~~including more repairs performed by the railroads,~~ and ~~higher~~a ~~costs~~mix of repairs, ~~partially~~that ~~offset~~resulted byin ~~fewer~~higher ~~regulatory~~costs ~~compliance~~per ~~events~~repair. Depreciation expense increased $42.9 million, due to the timing of new railcar investments and dispositions.

Other Income (Expense)

In the three months ended ~~June~~September 30, 2025, net gain on asset dispositions ~~increased~~decreased $1425.24 million, driven by ~~higher~~lower net gains on asset dispositions and railcars converted to finance leases, partially offset by higher net scrapping gains. 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 $84.07 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~~as ~~economic~~GRE ~~growth,~~faced ~~particularly~~ongoing inmacroeconomic ~~Germany~~headwinds, ~~and~~including ~~global~~weak ~~macroeconomic~~GDP ~~uncertainties~~results. ~~have~~This ~~led~~uncertain ~~customers~~environment incontinued ~~various~~to ~~sectors~~cause some customers to take a ~~more~~cautionary ~~cautious~~ approach ~~with regard~~ to ~~railcar~~rail fleet planning, thereby tempering demand across certain car types. Despite pressure on utilization, GRE experienced renewal lease rate increases for most railcar types in the period. Utilization was 93.37% at the end of the current quarter.

~~The~~On ~~fleet~~September 23, ~~size~~2025, ofGATX ~~our~~Rail ~~rail~~Europe ~~business~~entered ininto ~~India~~a ~~("Rail~~definitive ~~India")~~agreement ~~continued~~ to ~~grow~~acquire ~~during~~approximately ~~the current quarter~~6,000 asrailcars ~~Rail~~from ~~India~~DB ~~continued~~Cargo toAG. ~~focus~~The ontransaction ~~investment~~is ~~opportunities,~~subject ~~diversification~~to ofcustomary ~~its~~closing ~~fleet~~conditions, ~~and~~including ~~developing~~required ~~relationships~~regulatory ~~with~~approvals ~~customers, suppliers~~ and ~~the Indian Railways. Demand for railcars in India remained strong~~clearances, ~~driven by continued growth in the economy~~ and ~~infrastructure~~is ~~development.~~expected ~~Utilization~~to ~~was~~close ~~99.6%~~in at the ~~end~~fourth quarter of ~~the current quarter~~2025.

28The 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 100.0% at the end of the current quarter.

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

	Three Months EndedJune 30				Six Months EndedJune 30
	2025		2024		2025		2024
Revenues
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

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


	Three Months Ended September 30				Nine Months Ended September 30
	2025		2024		2025		2024
Revenues
Lease revenue	$	94.2	$	86.3	$	267.4	$	248.9
Other revenue	5.2		4.3		16.3		10.6
Total Revenues	99.4		90.6		283.7		259.5

Expenses
Maintenance expense	18.1		17.0		55.5		52.7
Depreciation expense	23.0		20.3		64.8		58.6
Other operating expense	4.8		3.7		14.3		10.8
Total Expenses	45.9		41.0		134.6		122.1

Other Income (Expense)
Net gain on asset dispositions	1.8		1.7		4.5		3.7
Interest expense, net	(20.7)		(18.5)		(59.8)		(52.7)
Other (expense) income	(0.2)		1.1		(1.5)		0.8

Segment Profit	$	34.4	$	33.9	$	92.3	$	89.2

Investment Volume	$	66.1	$	80.6	$	209.9	$	190.1

GRE Fleet Data

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

June 302024

September 302024

December 312024

March 312025

June 302025

September 302024

December 312024

March 312025

June 302025

September 302025

Beginning balance

29,~~371~~649

29,~~649~~953

2930,~~953~~027

30,~~027~~223

30,~~223~~492

Railcars added

~~388~~410

~~410~~196

~~196~~446

~~446~~579

~~579~~328

Railcars scrapped or sold

(~~110~~106)

(~~106~~122)

(~~122~~250)

(~~250~~310)

(~~310~~248)

Ending balance

29,~~649~~953

2930,~~953~~027

30,~~027~~223

30,~~223~~492

30,~~492~~572

Utilization rate at quarter end (1)

95.89

9596.91

9695.1

9593.13

93.37

Active railcars at quarter end (2)

28,~~417~~737

28,~~737~~849

28,~~849~~749

28,~~749~~460

28,~~460~~654

Average active railcars (3)

28,~~198~~626

28,~~626~~812

28,~~812~~823

28,~~823~~572

28,~~572~~592

_________

(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~~September 30, 2025, leases for approximately 64,~~300~~500 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.

3031

Rail India Fleet Data

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

	June 302024		September 302024		December 312024		March 312025		June 302025
	September 302024		December 312024		March 312025		June 302025		September 302025
Beginning balance	9,~~501~~904		910,~~904~~361		10,~~361~~583		10,~~583~~895		1011,~~895~~112
Railcars added	~~408~~457		~~457~~222		~~222~~312		~~312~~217		~~217~~600
Railcars scrapped or sold	(5)		—		—		—		—
Ending balance	10,361		10,583		10,895		11,112		11,712
Ending balance	9,904		10,361		10,583		10,895		11,112
Utilization rate at quarter end (1)	100.0	%	100.0	%	99.6	%	99.6	%	100.0	%
Utilization rate at quarter end (1)	100.0	%	100.0	%	100.0	%	99.6	%	99.6	%
Active railcars at quarter end (2)	10,361		10,583		10,849		11,066		11,712
Active railcars at quarter end (2)	9,904		10,361		10,583		10,849		11,066
Average active railcars (3)	10,165		10,460		10,711		10,945		11,363
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~~Nine Months of 2025 to the First ~~Six~~Nine 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~~nine months ended ~~June~~September 30, 2025, fluctuations in the value of the euro, relative to the U.S. dollar, positively impacted lease revenue by approximately $16.85 million and positively impacted segment profit, excluding other income (expense), by approximately $03.62 million compared to the same period in 2024.

3132

Segment Profit

In the ~~six~~nine months ended ~~June~~September 30, 2025, segment profit of $5792.93 million increased 43.75% compared to $5589.32 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~~nine months ended ~~June~~September 30, 2025, lease revenue increased $1018.65 million, or 67.54%, 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~~nine months ended ~~June~~September 30, 2025, maintenance expense increased $12.78 million, primarily due to more repair events, ~~and~~ higher costs of repairs, and the impact of foreign exchange rates, partially offset by lower wheelset costs. Depreciation expense increased $36.52 million, due the impact of new railcars added to the fleet.

Other Income (Expense)

In the ~~six~~nine months ended ~~June~~September 30, 2025, net interest expense increased $47.91 million, due to a higher average interest rate and a higher average debt balance. Other ~~income~~ (expense) income was unfavorable by $12.03 million, driven by the negative impact of changes in foreign exchange rates, primarily euro-zloty fluctuations.

Investment Volume

During the ~~six~~nine months ended ~~June~~September 30, 2025, investment volume was $~~143~~209.89 million compared to $~~109~~190.51 million in the same period in 2024. In the ~~six~~nine months ended ~~June~~September 30, 2025, GRE acquired 1,~~025~~353 newly built railcars compared to ~~710~~1,120 newly built railcars for the same period in 2024, and Rail India acquired ~~529~~1,129 newly built railcars compared to 1,~~104~~561 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~~Third Quarter of 2025 to the ~~Second~~Third 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~~September 30, 2025, fluctuations in the value of the euro, relative to the U.S. dollar, positively impacted lease revenue by approximately $34.98 million and positively impacted segment profit, excluding other income (expense), by approximately $2.06 million compared to the same period in 2024.

Segment Profit

In the three months ended ~~June~~September 30, 2025, segment profit of $3234.24 million increased 211.5% compared to $2633.59 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~~September 30, 2025, lease revenue increased $7.69 million, or 9.32%, 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.

3233

Expenses

In the three months ended ~~June~~September 30, 2025, maintenance expense increased $01.71 million, primarily due to more repair events, ~~and~~ higher costs of repairs, and the impact of foreign exchange rates. Depreciation expense increased $2.37 million, due the impact of new railcars added to the fleet.

Other Income (Expense)

In the three months ended ~~June~~September 30, 2025, net interest expense increased $2.52 million, due to a higher average debt balance and a higher average interest rate. Other ~~income~~ (expense) income was ~~favorable~~unfavorable by $1.23 million, driven by the ~~positive~~negative 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 $56109.04 million and $2253.64 million for the ~~six~~nine months and three months ended ~~June~~September 30, 2025, compared to $4075.68 million and $1635.92 million for the same periods in 2024. In the third quarter of 2025, the RRPF affiliates recorded income from insurance recoveries related to aircraft spare engines. GATX's 50% share of this recovery was $10.9 million ($8.2 million after tax). The operating environment for the RRPF affiliates continued to be favorable as robust global passenger air travel continued to drive strong 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. GEL acquired seven aircraft spare engines for $147.1 million in the third quarter of 2025, all of which were placed on long-term leases directly with a customer. As of ~~June~~September 30, 2025, GEL owned 3946 aircraft spare engines, with 1421 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 $24.71 million and $1.34 million for the ~~six~~nine months and three months ended ~~June~~September 30, 2025 and $12.89 million and $01.91 million for the same periods in 2024.

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

	Three Months EndedJune 30				Six Months EndedJune 30
	Three Months EndedSeptember 30				Nine Months EndedSeptember 30
	2025		2024		2025		2024
Revenues
Lease revenue	$	810.14	$	8.1	$	1626.26	$	1624.23
Non-dedicated engine revenue	2022.5		1318.71		4264.05		2645.90
Total Revenues	2832.69		2126.82		5891.21		4369.13
Expenses
Depreciation expense	910.53		810.61		1829.92		1727.01
Other operating expense	2.9		12.96		58.76		47.40
Total Expenses	1213.42		1012.57		2437.68		2134.41
Other Income (Expense)
Net gain on asset dispositions	—		—		—		0.6
Interest expense, net	(1112.67)		(911.73)		(2336.85)		(1930.03)
Other income (expense)	0.1		(0.1)		0.1		0.2
Other income	—		0.1		0.1		0.3
Share of affiliates' pre-tax earnings	2253.64		1635.92		56109.04		4075.68
Segment Profit	$	2760.34	$	1837.45	$	65126.93	$	4481.16
Investment Volume	$	—147.1	$	7194.38	$	—147.1	$	71166.31

3334

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

June 302024

September 302024

December 312024

March 312025

June 302025

September 302024

December 312024

March 312025

June 302025

September 302025

Investment in RRPF Affiliates

~~660~~690.60

~~690~~663.01

~~663~~688.17

~~688~~706.73

~~706~~746.31

GEL owned aircraft spare engines

~~768~~853.40

~~853~~937.0

~~937~~927.05

~~927~~918.51

~~918.~~1,054.9

Other owned assets

1333.07

3353.73

5336.39

3633.9

3347.92

Total assets

1,~~442~~576.07

1,~~576~~653.74

1,653.41

1,~~653~~658.13

1,~~658~~848.32

RRPF Affiliates' Portfolio Data

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

	June 302024			September 302024			December 312024			March 312025			June 302025
	September 302024			December 312024			March 312025			June 302025			September 302025
Beginning balance	~~405~~408			~~408~~415			~~415~~427			~~427~~436			~~436~~442
Engine acquisitions	68			825			2528			2820			2014
Engine dispositions	(31)			(113)			(1319)			(1914)			(143)
Ending balance	~~408~~415			~~415~~427			~~427~~436			~~436~~442			~~442~~453
Utilization rate at quarter end (1)	97.31		%	97.14		%	97.49		%	9798.94		%	98.45		%
Average leased engines (2)	~~395~~399			~~399~~411			~~411~~415			~~415~~430			~~430~~442
Net book value of engines (in millions)	$	4,~~170~~256.01		$	4,~~256~~716.10		$	45,~~716~~186.07		$	5,~~186~~446.75		$	5,~~446~~638.52

_________

(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.

3435

GEL Portfolio Data

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

	June 302024	September 302024	December 312024	March 312025	June 302025
	September 302024	December 312024	March 312025	June 302025	September 302025
Beginning balance	2932	3236	3639	39	39
Engines added	34	43	3—	—	—7
Ending balance	3236	3639	39	39	3946

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

Segment Profit

In the ~~six~~nine months ended ~~June~~September 30, 2025, segment profit was $65126.93 million, compared to segment profit of $4481.16 million for the same period in the prior year. Segment profit in 2025 included $010.69 million offrom ~~gains~~insurance recoveries at the RRPF affiliates, as noted above. Segment profit in 2024 included $0.6 million of gains associated with the sale of the Specialized Gas Vessels. Excluding the impact of ~~this~~these ~~item~~items, results for Engine Leasing were $2234.4 million higher than 2024. The increase was driven by higher earnings at the RRPF affiliates and GEL.

Revenues

In the ~~six~~nine months ended ~~June~~September 30, 2025, lease revenue ~~was~~increased ~~comparable~~$2.3 tomillion, ~~the~~driven ~~same~~by ~~period~~aircraft spare engines acquired in ~~the~~2025 ~~prior~~and ~~year~~placed on leases directly with airline customers. Non-dedicated engine revenue increased $1519.15 million, due to aircraft spare engines acquired in 2024 and utilized in the engine capacity agreement with Rolls-Royce.

Expenses

In the ~~six~~nine months ended ~~June~~September 30, 2025, depreciation expense increased $12.91 million, due to aircraft spare engines acquired in 2024 and 2025, partially offset by the impact of an increase in the useful lives of certain engines.

Other Income (Expense)

In the ~~six~~nine months ended ~~June~~September 30, 2025, income from our share of affiliates' earnings increased $1533.46 million, driven by higher income from operations, ~~and~~partially ~~higher~~offset by lower remarketing income. Higher income from operations was primarily due to more aircraft spare engines in the fleet and the income from insurance recoveries, as noted above, partially offset by higher interest expense. 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~~nine months ended ~~June~~September 30, 2025, investment volume was ~~zero~~$147.1 million, compared to $71166.31 million in the same period in 2024. InGEL acquired seven aircraft spare engines in the ~~six~~nine months ended ~~June~~September 30, ~~2024,~~2025 ~~GEL~~that ~~acquired~~were ~~three~~placed on long-term leases directly with a customer and seven aircraft spare engines in the same period of 2024 that were employed in the engine capacity agreement with Rolls-Royce.

Comparison of Reported Results for the ~~Second~~Third Quarter of 2025 to the ~~Second~~Third Quarter of 2024

Segment Profit

In the three months ended ~~June~~September 30, 2025, segment profit of $2760.34 million increased $822.9 million compared to segment profit of $1837.45 million for the same period in the prior year. Segment profit in 2025 included $10.9 million of insurance recoveries at the RRPF affiliates, as noted above. Excluding the impact of this item, results for Engine Leasing were $12.0 million higher than 2024. The ~~increase~~higher result was driven by higher earnings at the RRPF affiliates and GEL.

Revenues

In the three months ended ~~June~~September 30, 2025, lease revenue ~~was~~increased ~~comparable~~$2.3 tomillion, ~~the~~driven ~~same~~by ~~period~~aircraft inspare ~~the~~engines ~~prior~~acquired ~~year~~and placed on leases directly with airline customers. Non-dedicated engine revenue increased $64.84 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~~September 30, 2025, depreciation expense increased $0.92 million, due to aircraft spare engines acquired in 2024 and 2025.

Other Income (Expense)

In the three months ended ~~June~~September 30, 2025, income from our share of affiliates' earnings increased $518.72 million, driven by higher income from operations, ~~and~~partially ~~higher~~offset by lower remarketing income. Higher income from operations was primarily due to more aircraft spare engines in the fleet and the income from insurance recoveries, as noted above, partially offset by higher interest expense. 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~~third quarter of ~~2024~~2025, GATX recorded ~~reserves of~~ $103.78 million ~~for~~of ~~its~~expenses ~~share~~associated ofwith ~~anticipated~~the ~~environmental~~potential ~~remediation~~acquisition ~~costs~~of ~~arising~~Wells ~~out~~Fargo's ofrail ~~prior~~assets. ~~operations~~These ~~and~~expenses ~~legacy~~were ~~businesses~~recorded in SG&A.

In addition, a customer sold its interest in a nuclear power plant facility for which GATX previously managed the lease, and GATX received $7.4 million of residual sharing proceeds as part of a previously agreed upon residual sharing arrangement. This income was recorded in Other income (expense), including eliminations.

In the third quarter of 2024, GATX recorded settlement expenses of $3.3 million for litigation claims arising out of legacy business operations. 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 majority of the recorded reserves relate to a facility that GATX sold in 1974, while the remainder of the amount relates to a landfill that GATX entities previously utilized, which was closed in 1986. These items were recorded in Other income (expense), including eliminations.

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

	Three Months EndedJune 30				Six Months EndedJune 30
	Three Months EndedSeptember 30				Nine Months EndedSeptember 30
	2025		2024		2025		2024
Trifleet revenue	$	10.45	$	910.31	$	2031.61	$	1929.23
Trifleet segment profit	$	1.56	$	02.52	$	35.62	$	35.24
Unallocated interest income	2.04		23.93		57.37		69.47
Other income (expense), including eliminations	18.6		(91.63)		311.28		(78.69)
Segment Profit (Loss)	$	5.1	$	(6.2)	$	12.1	$	2.0
Segment Profit	$	12.6	$	4.2	$	24.7	$	6.2
Selling, general and administrative expense	$	5866.2	$	5857.62	$	~~114~~181.80	$	~~114~~171.57
Investment Volume	$	5.79	$	3.02	$	1117.65	$	1013.02

Trifleet Summary

The tank container leasing market remained challenging in the ~~second~~third quarter of 2025 due to macro-economic headwinds, causing some customers to postpone procurement decisions. Utilization was 8483.79% 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 302024

September 302024

December 312024

March 312025

June 302025

September 302024

December 312024

March 312025

June 302025

September 302025

Ending balance

24,~~663~~755

2425,~~755~~041

25,~~041~~202

25,~~202~~323

25,~~323~~573

Utilization rate at quarter-end (1)

8685.06

8584.67

84.79

84.97

8483.79

_________

(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 $09.3 million for the ~~six~~nine months ended ~~June~~September 30, 2025 compared to the same period in the prior year. ~~SG&A~~The ~~decreased~~variance ~~$0.4~~was ~~million~~driven ~~for~~by ~~the~~higher ~~three~~employee-related ~~months~~expenses, ~~ended~~including ~~June~~higher ~~30,~~share-based ~~2025~~compensation ~~compared~~expense toand the ~~same~~expenses ~~period~~associated inwith the ~~prior~~potential ~~year.~~acquisition ~~Both~~of ~~variances~~Wells ~~were~~Fargo's ~~driven~~rail byassets ~~higher~~noted ~~employee-related~~above, ~~expenses~~partially offset by lower information technology expense.

SG&A increased $9.0 million for the three months ended September 30, 2025 compared to the same period in the prior year. The variance was primarily due to higher employee-related expenses, including higher share-based compensation expense and the expenses associated with the potential acquisition of Wells Fargo's rail assets noted above.

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 $1020.87 million for the ~~six~~nine months ended ~~June~~September 30, 2025 compared to the same period in the prior year. ~~Other~~The ~~income~~variance ~~(expense), including eliminations~~ was ~~favorable~~driven by ~~$11.2 million for~~ the ~~three~~absence ~~months~~of ~~ended~~environmental ~~June~~reserves ~~30,~~and ~~2025~~expenses ~~compared~~related to ~~the~~litigation ~~same~~claims ~~period~~settlements recorded in the prior year. ~~Both~~and ~~variances~~residual ~~were~~sharing ~~driven~~proceeds byreceived ~~the absence of environmental reserves recorded~~ in the ~~prior~~current year, as noted above.

Other income (expense), including eliminations was favorable by $9.9 million for the three months ended September 30, 2025 compared to the same period in the prior year. The variance was primarily a result of the absence of expenses related to the settlements of litigation claims recorded in the prior year and residual sharing proceeds received in the current 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~~September 30, 2025, we had an unrestricted cash balance of $~~754~~696.61 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~~September 30, 2025. In addition, we have a €210 million, 3-year unsecured revolving credit facility in Europe that matures in 2027, of which €~~130~~120 million was available as of ~~June~~September 30, 2025.

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

2025

2024

Net cash provided by operating activities

~~285~~503.58

~~235~~396.91

Net cash used in investing activities

(~~365~~652.04)

(~~699~~1,131.04)

Net cash provided by financing activities

~~425~~436.62

~~839~~789.31

Effect of exchange rate changes on cash, cash equivalents, and restricted cash

7.30

(30.28)

Net increase in cash, cash equivalents, and restricted cash during the period

~~353~~294.46

~~373~~53.0

Net Cash Provided by Operating Activities

Net cash provided by operating activities for the ~~six~~nine months ended ~~June~~September 30, 2025 increased $49107.67 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~~nine months ended ~~June~~September 30 (in millions):

	2025		2024
Portfolio investments and capital additions (1)	$	(~~515~~877.30)	$	(~~820~~1,325.61)
Portfolio proceeds (2)	~~146~~211.54		~~105~~171.37
Purchases of assets previously leased (3)	(15.0)		—
Proceeds from sales of other assets (4)	1725.47		1520.92
Other investing activity	12.45		01.48
Net cash used in investing activities	$	(~~365~~652.04)	$	(~~699~~1,131.04)

_________

(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.39

~~Portfolio~~The ~~proceeds~~decrease ~~increased~~in byportfolio investments and capital additions of $41448.21 million for the ~~six~~nine months ended ~~June~~September 30, 2025, was primarily due to ~~more~~fewer railcars and locomotives ~~sold~~acquired at Rail North America and Rail India, the cost of 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.

38Portfolio proceeds increased by $39.7 million for the nine months ended September 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~~nine months ended ~~June~~September 30 (in millions):

	2025		2024
Net proceeds from issuance of debt with original maturities longer than 90 days	$	~~879~~1,026.82	$	1,~~285~~297.0
Repayments of debt with original maturities longer than 90 days	(~~406~~629.69)		(413.5)
Net decrease in debt with original maturities of 90 days or less	(0.2)		—
Net increase in debt with original maturities of 90 days or less	105.3		—
Dividends	(45.7)		(43.0)
Stock repurchases (1)	(18.6)		(21.8)
Stock repurchases (1)	(17.1)		(8.9)
Dividends	(67.8)		(63.9)
Other	15.4		19.7
Purchases of assets previously on finance leases (2)	—		(30.4)
Net cash provided by financing activities	$	425.6	$	839.3
Other	21.0		21.7
Net cash provided by financing activities	$	436.2	$	789.1

_________

(1) In the ~~six~~nine months ended ~~June~~September 30, 2025, we repurchased ~~115~~125,~~937~~709 shares of common stock for $1718.16 million. In the ~~six~~nine months ended ~~June~~September 30, 2024, we repurchased 70166,~~044~~400 shares of common stock for $821.98 million.

~~The~~(2) In ~~following table shows~~ the ~~activity~~nine onmonths ~~our~~ended ~~long-term~~September ~~debt~~30, ~~principal~~2024, inwe ~~the~~purchased ~~six~~728 ~~months~~railcars ~~ended~~that ~~June~~were ~~30,~~previously ~~2025 (in millions):~~leased.

	December 312024		Issuances		Payments		Impact of Foreign Exchange Rates		June 302025
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

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


	December 31 2024		Issuances		Payments		Impact of Foreign Exchange Rates		September 30 2025
U.S. debt	$	7,100.0	$	800.0	$	(300.0)	$	—	$	7,600.0
Europe debt (1)	1,026.1		139.8		(228.9)		126.1		1,063.1
India debt (2)	144.8		—		—		(5.1)		139.7
Total debt principal	$	8,270.9	$	939.8	$	(528.9)	$	121.0	$	8,802.8

__________

(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~~nine months ended ~~June~~September 30, 2025:

U.S. debt

•$500.0 million of 10-year unsecured 5.50% fixed rate debt.

•$300.0 million of 30-year unsecured 6.05% fixed rate debt.

39Europe debt

•€120 million ($140.8 million) of 7-year term loan at GRE in two tranches:

◦€80 million ($93.9 million) of floating rate debt, currently 3.485%.*

◦€40 million ($46.9 million) of 3.88% fixed rate debt.

__________

(*) Floating rates are based on the applicable interest rate as of September 30, 2025.

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~~September 30, 2025 (in millions):

	Material Cash Obligations by Period
	Total		2025 (1)		2026		2027		2028		2029		Thereafter
Recourse debt	$	8,~~794~~802.8	$	~~260~~136.51	$	~~621~~620.75	$	~~856~~854.8	$	~~738~~736.19	$	~~685~~683.01	$	5,~~632~~771.74
Interest on recourse debt (2)	3,~~970~~927.04		~~205~~111.89		~~380~~389.95		~~348~~356.38		~~318~~325.24		~~280~~287.2		2,~~436~~456.6
Borrowings under bank credit facilities	~~106~~117.13		~~106~~117.13		—		—		—		—		—
Operating lease obligations	~~189~~180.20		~~17.~~8.6		36.5		33.7		26.5		19.0		55.7
Purchase commitments (3)	1,~~902~~798.35		~~428~~231.16		~~513~~622.7		~~437~~423.37		~~396~~441.89		~~126~~77.45		—1.1
Total	$	14,~~962~~826.40	$	~~1,018~~605.35	$	1,~~552~~669.82	$	1,~~676~~669.10	$	1,~~479~~530.67	$	1,~~110~~066.68	$	8,~~125~~284.08

_________

(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~~September 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~~September 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~~September 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~~September 30, 2025, €~~130~~120 million was available under this credit facility. In addition, our European subsidiaries have smaller unsecured credit facilities with an aggregate limit of €3525.0 million. As of ~~June~~September 30, 2025, €2515.0 million was available under these credit facilities, as €10.0 million ($11.87 million) was drawn. The weighted average interest rate of these outstanding borrowings during the ~~six~~nine months ended ~~June~~September 30, 2025 was 3.54%.

Delayed Draw Term Loans

As of ~~June~~September 30, 2025, we had INR 2.0 billion ($2322.35 million) available under an outstanding delayed draw term loan in India.

4041

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~~September 30, 2025, our European rail subsidiaries had outstanding term loans, public debt, and private placement debt balances totaling €~~770~~790.0 million, and Trifleet had an outstanding term loan of €~~121~~116.0 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~~139.67 million) that are subject to certain restrictive covenants.

At ~~June~~September 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~~September 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

Rating outlook

Stable

Positive

Stable

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):

June 302025

March 312025

December 312024

September 302024

June 302024

September 302025

June 302025

March 312025

December 312024

September 302024

Debt and lease obligations, net of unrestricted cash:

Unrestricted cash

(~~754~~696.61)

(~~757~~754.26)

(~~401~~757.62)

(~~503~~401.76)

(~~823~~503.67)

Borrowings under bank credit facilities

~~106~~117.13

~~101~~106.51

10101.45

1110.14

1011.71

Recourse debt

8,~~741~~751.3

8,~~653~~741.13

8,~~215~~653.31

8,~~293~~215.53

8,~~235~~293.75

Operating lease obligations

~~168~~160.47

~~174~~168.4

~~180~~174.04

~~187~~180.50

~~209~~187.35

Total debt and lease obligations, net of unrestricted cash

8,~~261~~333.2

8,~~171~~261.82

8,~~004~~171.18

78,~~988~~004.41

7,~~632~~988.14

Total recourse debt (1)

8,~~261~~333.2

8,~~171~~261.82

8,~~004~~171.18

78,~~988~~004.41

7,~~632~~988.14

Shareholders' Equity

2,~~669~~718.79

2,~~549~~669.47

2,~~438~~549.94

2,~~436~~438.79

2,~~343~~436.47

Recourse Leverage (2)

3.1

3.21

3.32

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~~nine months ended ~~June~~September 30, 2025, we repurchased ~~115~~125,~~937~~709 shares of common stock for $1718.16 million, excluding commissions. We repurchased 70166,~~044~~400 shares of common stock for $821.98 million during the same period in 2024. As of ~~June~~September 30, 2025, $4846.15 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~~nine months ended ~~June~~September 30, 2025. Refer to our Annual Report on Form 10-K for the year ended December 31, 2024, for a summary of our policies.

4243

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 EndedJune 30				Six Months EndedJune 30
	Three Months EndedSeptember 30				Nine Months EndedSeptember 30
	2025		2024		2025		2024
Net income (GAAP)	$	7582.52	$	4489.40	$	~~154~~236.13	$	~~118~~207.7
Adjustments attributable to consolidated pre-tax income:
Environmental reserves (1)	$	—	$	10.7	$	—	$	10.7
Acquisition-related expenses (1)	$	3.8	$	—	$	3.8	$	—
Net gain on Specialized Gas Vessels at Engine Leasing (2)	—		—		—		(0.6)
Litigation claims settlements (2)	—		3.3		—		3.3
Total adjustments attributable to consolidated pre-tax income	$	—	$	10.7	$	—	$	10.1
Environmental reserves (3)	—		—		—		10.7
Income taxes thereon, based on applicable effective tax rate	$	—	$	(2.7)	$	—	$	(2.7)
Net gain on Specialized Gas Vessels at Engine Leasing (4)	—		—		—		(0.6)
Net income, excluding tax adjustments and other items (non-GAAP)	$	75.5	$	52.4	$	154.1	$	126.1
Total adjustments attributable to consolidated pre-tax income	$	3.8	$	3.3	$	3.8	$	13.4
Income taxes thereon, based on applicable effective tax rate	$	(0.9)	$	(0.8)	$	(0.9)	$	(3.5)
Adjustments attributable to affiliates' earnings, net of taxes:
Insurance proceeds (5)	$	(8.2)	$	—	$	(8.2)	$	—
Total adjustments attributable to affiliates' earnings, net of taxes	$	(8.2)	$	—	$	(8.2)	$	—
Net income, excluding tax adjustments and other items (non-GAAP)	$	76.9	$	91.5	$	231.0	$	217.6

Impact of Tax Adjustments and Other Items on Diluted Earnings per Share:
	Three Months EndedJune 30				Six Months EndedJune 30
	Three Months EndedSeptember 30				Nine Months EndedSeptember 30
	2025		2024		2025		2024
Diluted earnings per share (GAAP)	$	2.0625	$	12.2143	$	46.2146	$	35.2568
Adjustments attributable to consolidated income, net of taxes:
Environmental reserves (1)	—		0.22		—		0.22
Acquisition-related expenses (1)	0.08		—		0.08		—
Net gain on Specialized Gas Vessels at Engine Leasing (2)	—		—		—		(0.02)
Litigation claims settlements (2)	—		0.07		—		0.07
Diluted earnings per share, excluding tax adjustments and other items (non-GAAP)	$	2.06	$	1.43	$	4.21	$	3.45
Environmental reserves (3)	—		—		—		0.22
Net gain on Specialized Gas Vessels at Engine Leasing (4)	—		—		—		(0.02)
Adjustments attributable to affiliates' earnings, net of taxes:
Insurance proceeds (5)	(0.22)		—		(0.22)		—
Diluted earnings per share, excluding tax adjustments and other items (non-GAAP) *	$	2.10	$	2.50	$	6.31	$	5.95

43_________

~~The~~(*) Sum ~~following~~of ~~tables~~individual ~~show~~components ~~our~~may ~~net~~not ~~income~~be ~~and~~additive ~~return~~due onto ~~equity,~~rounding. ~~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~~The ~~recorded~~following intables ~~2024~~show ~~for~~ our ~~share~~net ofincome ~~anticipated~~and ~~environmental~~return ~~remediation~~on ~~costs~~equity, ~~arising~~excluding ~~out~~tax ofadjustments ~~prior~~and ~~operations~~other ~~and~~items, ~~legacy~~for ~~businesses.~~the trailing 12 months ended September 30 (in millions):

(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.


	2025		2024
Net income (GAAP)	$	312.8	$	273.7
Adjustments attributable to consolidated pre-tax income:
Acquisition-related expenses (1)	3.8		—
Litigation claims settlements (2)	—		3.3
Environmental reserves (3)	—		10.7
Net loss on Specialized Gas Vessels at Engine Leasing (4)	—		2.0


Total adjustments attributable to consolidated pre-tax income	$	3.8	$	16.0
Income taxes thereon, based on applicable effective tax rate	$	(0.9)	$	(3.5)
Other income tax adjustments attributable to consolidated income:
Income tax rate changes (6)	$	(6.0)	$	(3.0)
Net operating loss valuation allowance adjustment (7)	—		(2.3)
Total other income tax adjustments attributable to consolidated income	$	(6.0)	$	(5.3)
Adjustments attributable to affiliates' earnings, net of taxes:
Insurance proceeds (5)	$	(8.2)	$	—

Total adjustments attributable to affiliates' earnings, net of taxes	$	(8.2)	$	—




Net income, excluding tax adjustments and other items (non-GAAP)	$	301.5	$	280.9

_________

(31) ~~Expenses~~Non-recurring ~~recorded~~expenses ~~for~~associated with the ~~settlements~~potential ofacquisition ~~litigation claims arising out~~ of ~~legacy~~Wells ~~business~~Fargo's ~~operations~~rail assets.

(42) ~~Deferred~~Expenses ~~income~~recorded ~~tax~~for ~~adjustment~~the ~~attributable~~settlements toof ~~state~~litigation ~~tax~~claims ~~rate~~arising ~~reductions~~out inof ~~2024~~legacy ~~and~~business ~~2023~~operations.

(53) ~~Valuation~~Reserves ~~allowance~~recorded ~~adjustment~~in ~~associated~~2024 ~~with~~for ~~the~~our ~~realizability~~share of ~~state~~anticipated ~~net~~environmental ~~operating~~remediation ~~losses~~costs inarising ~~future~~out ~~tax~~of ~~years~~prior operations and legacy businesses.

	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	%

(4) 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.

(5) Insurance recoveries related to aircraft spare engines at RRPF for which it had previously recorded impairment losses.

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

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


	2025		2024
Return on Equity (GAAP)	12.1	%	11.9	%
Return on Equity, excluding tax adjustments and other items (non-GAAP)	11.7	%	12.2	%

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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.

Item 4. Controls and Procedures

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

4446

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Information concerning litigation and other contingencies is described in "Note 13. Legal Proceedings and Other Contingencies" in Part I, Item 1 of this Quarterly Report on Form 10-Q and is incorporated herein by reference.

Item 1A. Risk Factors

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.

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

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 share repurchases will be dependent on market conditions and other factors.

During the ~~second~~third quarter of 2025, we repurchased ~~103~~9,~~891~~772 shares of common stock for $151.25 million under the share repurchase program compared to 3396,~~300~~356 share repurchases for $412.39 million completed during the ~~second~~third quarter of 2024. As of ~~June~~September 30, 2025, $4846.15 million remained available under the repurchase authorization.

The following is a summary of common stock repurchases completed by month during the ~~second~~third quarter of 2025:

Issuer Purchases of Equity Securities
Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (in millions)
April 1, 2025 - April 30, 2025	100,125	$	145.83	100,125	$	48.6
July 1, 2025 - July 31, 2025	1,952	$	154.00	1,952	$	47.8
May 1, 2025 - May 31, 2025	2,556	$	145.45	2,556	$	48.2
August 1, 2025 - August 31, 2025	7,820	$	155.78	7,820	$	46.5
June 1, 2025 - June 30, 2025	1,210	$	155.96	1,210	$	48.1
September 1, 2025 - September 30, 2025	—	$	—	—	$	46.5
Total	~~103~~9,~~891~~772	$	~~145~~155.9343	~~103~~9,~~891~~772

Item 5. Other Information

Insider Trading Plans

None of the Company's directors or officers adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement", as each term is defined in Item 408(a) of Regulation S-K, during the quarter ended ~~June~~September 30, 2025.

4547

Item 6. Exhibits

ExhibitNumber			Exhibit Description
Filed with this Report:
31.1			Certification Pursuant to Exchange Act Rule 13a-14(a) and Rule 15d-14(a) (CEO Certification).
31.2			Certification Pursuant to Exchange Act Rule 13a-14(a) and Rule 15d-14(a) (CFO Certification).
32			Certification Pursuant to 18 U.S.C. Section 1350 (CEO and CFO Certification).
101			The following materials from GATX Corporation’s Quarterly Report on Form 10-Q for the quarter ended ~~June~~September 30, 2025, are formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets at ~~June~~September 30, 2025 and December 31, 2024, (ii) Condensed Consolidated Statements of Comprehensive Income for the three months and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, (iii) Condensed Consolidated Statements of Cash Flows for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, (iv) Condensed Consolidated Statements of Changes in Shareholders' Equity for the three months and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, and (v) Notes to Condensed Consolidated Financial Statements.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).
Incorporated by Reference:
3.1			Restated Certificate of Incorporation of GATX Corporation is incorporated herein by reference to Exhibit 3.2 to GATX’s Form 8-K dated October 31, 2013, file number 1-2328.
3.2			Amended and Restated By-Laws of GATX Corporation, as amended and restated on October 28, 2022, are incorporated herein by reference to Exhibit 3.1 of GATX’s Form 8-K dated November 1, 2022, file number 1-2328.
10.1*			Purchase Agreement dated as of May 29, 2025, by and among GATX Corporation, Wells Fargo Bank, N.A., Everen Capital Corporation, BFLX Leasing Holdings LLC, GATX Rail Locomotive Group, LLC, and GABX Leasing LLC, is incorporated herein by reference to Exhibit 10.1 of GATX's Form 8-K dated May 30, 2025, file number 1-2328.
10.2*			Investors Agreement, dated as of May 29, 2025, by and among GATX Corporation, GABX Leasing LLC, GABX Leasing Holding LLC, Brookfield Infrastructure Fund V-A, L.P., Brookfield Infrastructure Fund V-B, L.P., Brookfield Infrastructure Fund V-C, L.P. and Brookfield Infrastructure Fund V (ER) SCSP L.P., is incorporated herein by reference to Exhibit 10.2 of GATX’s Form 8-K dated May 30, 2025, file number 1-2328.
10.3*			Form of Amended and Restated Limited Liability Company Agreement of GABX Leasing LLC, is incorporated herein by reference to Exhibit 10.3 of GATX’s Form 8-K dated May 30, 2025, file number 1-2328.
10.4			Commitment Increase Supplement, dated as of June 30, 2025, by and among GATX Corporation, M&T Bank as Increasing Lender, the additional parties thereto and Citibank, N.A., as Administrative Agent, is incorporated herein by reference to Exhibit 10.1 to GATX’s Form 8-K dated July 1, 2025, file number 1-2328.

_______

(*) Schedules and certain portions of this exhibit have been omitted pursuant to Item 601(a)(5) and Item 601(b)(10)(iv) of Regulation S-K.

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

4648

SIGNATURE

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


GATX CORPORATION (Registrant)

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

Date: ~~July~~October 2930, 2025

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