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What changed in GATX CORP's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of GATX CORP's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+251 added−220 removedSource: 10-K (2026-02-19) vs 10-K (2025-02-19)

Top changes in GATX CORP's 2025 10-K

251 paragraphs added · 220 removed · 189 edited across 8 sections

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

57 edited+32 added−13 removed62 unchanged
Biggest changeAny of these factors, individually or in operation with one or more of the other factors, or other unforeseen impacts of climate matters, could reduce the demand for and value of our assets, and could have an adverse effect on our financial position, results of operations, and cash flows. 18 Economic and Credit Risks United States and global political conditions and increased geopolitical tension, civil unrest and armed conflict could adversely affect our business, financial condition and results of operations.
Biggest changeEconomic and Credit Risks United States and global political conditions and increased geopolitical tension, civil unrest and armed conflict could adversely affect our business, financial condition and results of operations.
Geopolitical conflicts can also result in the imposition of economic and trade sanctions and countermeasures, and our business must be conducted in compliance with applicable economic and trade sanctions laws and regulations, including those administered and enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the U.S.
Geopolitical conflicts can also result in the imposition of economic and trade sanctions and countermeasures, and our business must be conducted in compliance with applicable sanctions laws and regulations, including those administered and enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the U.S.
Department of Commerce, the United Nations Security Council and other relevant governmental authorities. Failure to comply with the sanctions, laws and regulations could result in monetary fines or other penalties, which could have an adverse impact on our reputation, business, financial condition and results of operations.
Department of Commerce, the United Nations Security Council and other relevant governmental authorities. Failure to comply with sanctions, laws and regulations could result in monetary fines or other penalties, which could have an adverse impact on our reputation, business, financial condition and results of operations.
Moreover, any benefits may be offset by increases in the costs for goods and services we purchase, including salaries and wages, health care costs, supplies, utilities, maintenance and repair services, transportation assets or components thereof, and materials, as well as increased financing costs. Significant increases in our cost of goods and services could adversely impact our financial performance.
Moreover, any benefits may be offset by increases in the costs for goods and services we purchase, including salaries and wages, health care costs, supplies, materials, utilities, maintenance and repair services, and transportation assets or components thereof, as well as increased financing costs. Significant increases in our cost of goods and services could adversely impact our financial performance.
Deterioration of conditions in the global capital markets, or negative changes in our credit ratings or increased interest rates may limit our ability to obtain financing and may increase our borrowing costs. We rely largely on the capital markets and banks to fund our operations and contractual commitments.
Deterioration of conditions in the global capital markets, negative changes in our credit ratings, or increased interest rates may limit our ability to obtain financing and may increase our borrowing costs. We rely largely on the capital markets and banks to fund our operations and contractual commitments.
Our foreign operations and international expansion strategy are subject to the following risks associated with international operations: • Unforeseen developments and conditions, including terrorism, war, and international tensions and conflicts; • Supply chain disruptions; • Imposition of additional or new tariffs, quotas, trade barriers, embargoes, regulations, and similar restrictions on operations outside the United States; • Inability to access railcar, tank container or component supply; • Imposition of sanctions against countries where we operate or specific companies or individuals with whom we do business, or retaliatory sanctions by such countries on companies in the U.S. or in other countries in which we operate; • Nationalization or confiscation of assets by foreign governments; • Inflation or deflation; • Fluctuations in currency values; • Sudden changes in foreign currency exchange controls; • Noncompliance with U.S. laws affecting operations outside of the United States, such as the Foreign Corrupt Practices Act; • Noncompliance with a variety of foreign laws and regulations; • Failure to properly implement changes in tax laws and the interpretation of those laws; • Failure to develop and maintain data management practices that comply with laws related to cybersecurity, privacy, artificial intelligence, data localization, and data protection; • Discriminatory or conflicting fiscal or trade policies; • Difficulties enforcing contractual rights or foreclosing to obtain the return of our assets in certain jurisdictions; • Uncollectible accounts and longer collection cycles that may be more prevalent in foreign countries; and • Ineffective or delayed implementation of appropriate controls, policies, and processes across our diverse operations and employee base.
Our foreign operations and international expansion strategy are subject to the following risks associated with international operations: • Unforeseen developments and conditions, including terrorism, war, and international tensions and conflicts; • Supply chain disruptions; • Imposition of additional or new tariffs, quotas, trade barriers, embargoes, regulations, and similar restrictions on operations outside the United States; • Inability to access railcar, tank container or component supply; • Imposition of sanctions against countries where we operate or specific companies or individuals with whom we do business, or retaliatory sanctions by such countries on companies in the U.S. or in other countries in which we operate; • Nationalization or confiscation of assets by foreign governments; • Inflation or deflation; • Fluctuations in currency values; • Sudden changes in foreign currency exchange controls; • Noncompliance with U.S. laws affecting operations outside of the United States, such as the Foreign Corrupt Practices Act; • Noncompliance with a variety of foreign laws and regulations; • Failure to properly implement changes in tax laws and the interpretation of those laws; • Failure to develop and maintain data management practices that comply with laws related to cybersecurity, privacy, artificial intelligence ("AI"), data localization, and data protection; • Discriminatory or conflicting fiscal or trade policies; • Difficulties enforcing contractual rights or foreclosing to obtain the return of our assets in certain jurisdictions; • Uncollectible accounts and longer collection cycles that may be more prevalent in certain countries; and • Ineffective or delayed implementation of appropriate controls, policies, and processes across our diverse operations and employee base.
Decreased demand from a discrete event impacting a specific asset type, customer, industry, or region in which we have a concentrated exposure could negatively impact our results of operations. 14 Our long-term railcar purchase commitments could subject us to material operational and financial risks. Unlike some of our competitors in the railcar leasing market, we do not manufacture railcars.
Decreased demand from a discrete event impacting a specific asset type, customer, industry, or region in which we have a concentrated exposure could negatively impact our results of operations. Our long-term railcar purchase commitments could subject us to material operational and financial risks. Unlike some of our competitors in the railcar leasing market, we do not manufacture railcars.
Each of these cases could reduce demand for our rail assets and decreased fleet utilization due to modal shift away from rail, all of which could negatively impact revenue and our results of operations. Competition could result in decreased profitability. We operate in a highly competitive business environment.
Each of these cases could reduce demand for our rail assets and decrease fleet utilization due to modal shift away from rail, all of which could negatively impact revenue and our results of operations. Competition could result in decreased profitability. We operate in a highly competitive business environment.
In addition, while we rely on third party maintenance providers to assist with these compliance procedures for our transportation assets, high demand faced by these providers from other asset owners may constrain our access to the providers or may substantially increase our costs.
In addition, while we may rely on third party maintenance providers to assist with certain compliance procedures for our transportation assets, high demand faced by these providers from other asset owners may constrain our access to the providers or may substantially increase our costs.
A significant increase in maintenance events or severe constraints in the repair networks may negatively impact our operations and substantially increase maintenance and other related costs as a result of increased volume or the need to utilize higher cost third party maintenance providers.
A significant increase in maintenance events or severe constraints in the repair networks may negatively impact our operations and substantially increase maintenance and other related costs as a result of increased volume or the need to utilize higher 14 cost third party maintenance providers.
If insurance coverage becomes prohibitively expensive or unavailable, we could be forced to reduce our coverage amount and increase the amount of self-insured risk we retain, thereby increasing our exposure to uninsured adverse judgments and other losses and liabilities that could have a material effect on our financial position, results of operations, and cash flows. 20 Changes to assumptions used to calculate post-retirement costs, increases in funding requirements, and investment losses in pension funds could adversely affect our results of operations.
If insurance coverage becomes prohibitively expensive or unavailable, we could be forced to reduce our coverage amount and increase the amount of self-insured risk we retain, thereby increasing our exposure to uninsured adverse judgments and other losses and liabilities that could have a material effect on our financial position, results of operations, and cash flows. 21 Changes to assumptions used to calculate post-retirement costs, increases in funding requirements, and investment losses in pension funds could adversely affect our results of operations.
As of the most recent public filings, six shareholders collectively control more than 60% of our outstanding common stock. Accordingly, a small number of shareholders could affect matters that require shareholder approval, such as the election of directors and the approval of significant business transactions. General Risk Factors We may not be able to obtain cost-effective insurance.
As of the most recent public filings, six shareholders collectively control more than 55% of our outstanding common stock. Accordingly, a small number of shareholders could affect matters that require shareholder approval, such as the election of directors and the approval of significant business transactions. General Risk Factors We may not be able to obtain cost-effective insurance.
Conversely, a period of prolonged deflation could negatively impact our lease rate pricing, residual values, and asset remarketing opportunities. These negative impacts of deflation may be offset by decreases to our costs for goods and services, including those listed above. 19 As noted below, rising interest rates could increase our borrowing costs, potentially decreasing our profitability.
Conversely, a period of prolonged deflation could negatively impact our lease rate pricing, residual values, and asset remarketing opportunities. These negative impacts of deflation may be offset by decreases to our costs for goods and services, including those listed above. 20 As noted below, rising interest rates could increase our borrowing costs, potentially decreasing our profitability.
Our customers’ industries are driven by dynamic market forces and trends, which are influenced by economic and political factors. Changes in our customers' markets may significantly affect demand for our transportation assets. 15 Risks related to our international operations and expansion into new geographic markets could adversely affect our business, financial condition, and operating results.
Our customers’ industries are driven by dynamic market forces and trends, which are influenced by economic and political factors. Changes in our customers' markets may significantly affect demand for our transportation assets. 16 Risks related to our international operations and expansion into new geographic markets could adversely affect our business, financial condition, and operating results.
Risks Related to our Common Stock There can be no assurance that we will continue to pay dividends or repurchase shares of our common stock at current levels. The timing, amount and payment of future dividends to shareholders and repurchases of our common stock fall within the discretion of our Board of Directors (the “Board”).
Risks Related to our Common Stock There can be no assurance that we will continue to pay dividends or repurchase shares of our common stock at current levels. The timing, amount and payment of future dividends to shareholders and repurchases of our common stock fall within the discretion of the Board.
Upon consolidation, we translate the financial results of certain subsidiaries from their local currency to the U.S. dollar, which exposes us to foreign exchange rate fluctuations. As exchange rates vary, the translated operating results of foreign subsidiaries may differ materially from period to period.
Upon consolidation, we translate the financial results of certain subsidiaries from their local currency to the U.S. dollar, which exposes us to foreign exchange rate fluctuations. As exchange rates vary, the translated operating results of our non-U.S. subsidiaries may differ materially from period to period.
In addition, if tariffs, labor interruptions or shortages, trade disputes, commodity prices, geopolitical tensions, inflation, supply chain disruptions, or other factors lead to higher prices for steel or other raw materials used to manufacture railcars or components utilized in such railcars, we may be required to pay higher prices to purchase new railcars, which could adversely affect our ability to profitably lease those railcars to customers.
In addition, if tariffs, trade policies, labor interruptions or shortages, trade disputes, commodity prices, geopolitical tensions, inflation, supply chain disruptions, industry consolidation, or other factors lead to higher prices for steel or other raw materials used to manufacture railcars or components utilized in such railcars, we may be required to pay higher prices to purchase new railcars, which could adversely affect our ability to profitably lease those railcars to customers.
In addition to conditions in the capital markets, negative changes in our financial performance or credit ratings or ratings outlook, as determined by rating agencies such as Standard & Poor’s, Moody’s Investors Service, and Fitch Ratings, Inc., or continuing increased interest rates could cause us to incur increased borrowing costs or to have greater difficulty accessing public and private markets for secured and unsecured debt.
In addition to conditions in the capital markets, negative changes in our financial performance or credit ratings or ratings outlook, as determined by rating agencies such as Standard & Poor’s, Moody’s Investors Service, and Fitch Ratings, Inc., or continuingly elevated interest rates, could cause us to incur increased borrowing costs or to have greater difficulty accessing public and private markets for secured and unsecured debt.
Governments or regulators may change the legislative or regulatory frameworks within which we operate, including environmental laws and regulations, without providing us any recourse to address any adverse effects such changes may have on our business.
Governments or regulators may change the legislative or regulatory frameworks in which we operate, including environmental laws and regulations, without providing us any recourse to address any adverse effects such changes may have on our business.
A substantial adverse judgment against us could have a material effect on our financial position, results of operations, cash flows, and reputation. 17 Our transportation assets and operations are subject to various laws, rules, and regulations.
A substantial adverse judgment against us could have a material effect on our financial position, results of operations, cash flows, and reputation. 18 Our transportation assets and operations are subject to various laws, rules, and regulations.
In addition, we may be required to incur asset impairment charges (including charges related to goodwill and other intangible assets) in connection with acquired businesses, which may reduce our profitability. If we are unable to consummate such transactions, we will not receive the expected benefits, and alternative favorable opportunities to invest or divest may not be available to us.
In addition, we may be required to incur asset impairment charges (including charges related to goodwill and other intangible assets) in connection with acquired businesses, which may reduce our profitability. If we are unable to consummate such transactions, we will not receive the expected benefits, and alternative favorable opportunities may not be available to us.
These impacts could materially and adversely affect our business, costs, operations, financial performance, and liquidity, as well as our ability to successfully execute our business strategy. Item 1B. Unresolved Staff Comments None.
These impacts could materially and adversely affect our business, costs, operations, financial position, and liquidity, as well as our ability to successfully execute our business strategy. Item 1B. Unresolved Staff Comments None.
Additionally, we could incur substantial costs, including cleanup costs, fines, and costs arising out of third-party claims for property or natural resource damage and personal injury as a result of violations of or liabilities under environmental laws and regulations in connection with our or our lessees’ current or historical operations.
We could incur substantial costs, including cleanup costs, fines, and costs arising out of claims for property damage, natural resource damage, or personal injury as a result of violations of or liabilities under environmental laws and regulations in connection with our or our lessees’ current or historical operations.
In addition, changes in laws, rules, and regulations, or actions by authorities or other third parties to address GHG and climate matters could negatively impact our customers and business.
In addition, changes in laws, rules, and regulations, or actions by authorities or other parties to address GHG emissions and climate matters could negatively impact our customers and our business.
Some of these agreements may provide for flexibility in the pricing, timing, and quantity of our purchasing commitments, while other agreements may provide no such flexibility.
Some of these agreements may provide for flexibility in the pricing, timing, and quantity of our purchasing commitments, while other such agreements may not.
We may be adversely affected by national and international political developments, instability, and uncertainties, including political unrest and threats of terrorist attacks or war, which could lead to the following: • Legislation or regulatory action directed toward improving the security of transportation assets against acts of terrorism, which could affect the construction or operation of transportation assets and increase costs; • A decrease in demand for transportation assets and services; • Lower utilization of transportation equipment; • Lower transportation asset lease rates; • Impairments and loss of transportation assets; • Supply chain challenges and disruptions; • Capital market disruption, which may raise our financing costs or limit our access to capital; • Trade wars and imposition of new and retaliatory tariffs; • Liability or losses resulting from acts of terrorism involving our assets; • Increased risk of cybersecurity attacks; • Higher insurance costs, reduced coverage amounts or limited access to insurance; and • A significant deterioration of global growth, and related decreases in confidence or investment activity in the global markets, arising from political or economic tensions, changes, and trends and/or an increase in trade conflict and protectionism.
We may be adversely affected by national and international political developments, instability, and uncertainties, including political unrest, geopolitical tension and conflict, and threats of terrorist attacks or war, which could lead to the following: • Legislation or regulatory action directed toward improving the security of transportation assets against acts of terrorism, which could affect the construction or operation of transportation assets and increase costs; • A decrease in demand for transportation assets and services; • Lower utilization of transportation equipment; • Lower transportation asset lease rates; • Impairments and loss of transportation assets; • Supply chain challenges and disruptions; • Capital market disruption, which may raise our financing costs or limit our access to capital; • Trade wars and threats or impositions of new and retaliatory tariffs; • Negative global sentiment towards U.S.-based companies; • Liability or losses resulting from acts of terrorism involving our assets; • Increased risk of cybersecurity attacks; • Higher insurance costs, reduced coverage amounts, or limited access to insurance; and • A significant deterioration of global growth, and related decreases in confidence or investment activity in the global markets, arising from political or economic tensions, changes, and trends and/or an increase in trade conflict and protectionism.
While we maintain insurance to mitigate our exposure to these risks, our insurance policies, which carry retention and coverage limits, may not be adequate to reimburse us for losses caused by security breaches or other cybersecurity events, and we cannot guarantee that applicable insurance will be available to us in the future on economically reasonable terms or at all.
While we maintain insurance to mitigate our exposure to these risks, our insurance policies, which carry retention and coverage limits, may not be adequate to reimburse us for all losses caused by a cybersecurity event, and we cannot guarantee that applicable insurance will be available to us in the future on economically reasonable terms or at all.
Customer demand for our transportation assets and services can be adversely affected by various economic and other factors, including: • Prolonged inflation or deflation; • High interest rates; • Weak macroeconomic conditions and world trade policies, including tariffs, embargoes and sanctions; • Weak market conditions in our customers’ businesses; • Adverse changes in the price of, or demand for, commodities; • Changes in railroad operations, efficiency, safety, 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 geographic exposure, global conflict and customer concentrations; and • Other operational or commercial needs or decisions of our customers.
Customer demand for our transportation assets and services can be adversely affected by various economic and other factors, including: • Prolonged inflation or deflation; • High interest rates; • Weak macroeconomic conditions and world trade policies, including threatened or implemented tariffs, embargoes and sanctions; • Weak market conditions in our customers’ businesses; • Adverse changes in the price of, or demand for, commodities; • Changes in railroad operations, efficiency, safety, pricing and service offerings, including those related to “precision scheduled railroading”, labor strikes or shortages, or mergers of one or more Class I railroads; • 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 geographic exposure, geopolitical tensions or conflict, and customer concentrations; and • Other operational or commercial needs or decisions of our customers.
Such laws, rules, and regulations could be changed in ways that would require us to modify our business models and objectives, impose requirements for additional maintenance or substantial modification or refurbishment of our assets, or otherwise affect our returns on investments by restricting existing activities and products, subjecting them to escalating costs or prohibiting them outright.
Such laws, rules, and regulations could be changed in ways that would require us to modify our business models and objectives, impose requirements for additional maintenance or substantial modification or refurbishment of our assets, or otherwise affect our returns on investments by restricting or prohibiting existing activities or increasing costs.
In addition, increased borrowing costs faced by our customers could also result in decreased demand for our transportation assets and services and have a dampening effect on overall economic activity, which could have a negative impact on our business and results of operations. Fluctuations in foreign exchange rates could negatively impact our results of operations.
In addition, increased borrowing costs faced by our customers could also result in decreased demand for our transportation assets and services and have a dampening effect on overall economic activity, which could have a negative impact on our business and results of operations.
Due to the regulatory complexities, risk of unidentified contaminants on our properties, and the potential liability for our operations as well as those of our lessees, it is possible environmental and remediation costs may be materially greater than the costs we have estimated. We may be affected by climate matters or market or regulatory responses to climate matters.
Due to the regulatory complexities, risk of unidentified contaminants on our properties, and the potential liability for our operations as well as those of our lessees, it is possible environmental and remediation costs may be materially greater than the costs we have estimated. We may be affected by physical effects of or societal responses to climate change.
No system of internal control provides absolute assurance that the financial statements are accurate and free of material error. 21 The occurrence of a widespread health crisis and measures taken in response could have an adverse impact on our operations, commercial activity, asset values, financial position or liquidity.
No system of internal control provides absolute assurance that the financial statements are accurate and free of material error. 22 The occurrence of a widespread health crisis and measures taken in response could have an adverse impact on our operations, financial position, or liquidity.
Prolonged inflation, as well as interest rate increases, or deflation could have an adverse impact on our business and financial results. The timing and duration of the effects of inflation are unpredictable and depend on market conditions, the magnitude of the inflation and other economic factors.
Prolonged inflation or deflation, as well as interest rate increases, could have an adverse impact on our business and financial results. The timing and duration of the effects of inflation are unpredictable and depend on multiple factors.
Financial and market dynamics and volatility may heighten these risks. If we are unable to obtain financing on acceptable terms, our other sources of funds, including available cash, bank facilities, cash flow from operations, and portfolio proceeds, may not be adequate to fund our operations and contractual commitments.
Financial and market dynamics and volatility may heighten these risks. If we are unable to obtain financing on acceptable terms, our other sources of funds, including available cash, bank facilities, cash flow from operations, and portfolio proceeds, may not be adequate to fund our operations and contractual commitments. Fluctuations in foreign exchange rates could negatively impact our results of operations.
New disclosure rules and regulations related to climate matters and mitigation efforts, such as the Corporate Sustainability Reporting Directive and related European Sustainability Reporting Standards in the European Union and climate disclosure laws and regulations in California, will require us to design and implement additional internal and disclosure controls.
New disclosure rules and regulations related to climate change, such as the Corporate Sustainability Reporting Directive and related European Sustainability Reporting Standards in the European Union and climate disclosure rules in California, may require us to design and implement additional internal and disclosure controls.
(“GEL”), and places some of these engines on long-term leases with airline operators, with RRPF serving as the asset manager. For other engines, GEL also provides Rolls-Royce with access to aircraft spare engine capacity to support Rolls-Royce’s engine maintenance program for its customers.
In addition, GATX directly invests in aircraft spare engines through its wholly owned subsidiary, GEL, and places some of these engines on long-term leases with airline operators, with RRPF serving as the asset manager. For other engines, GEL also provides Rolls-Royce with access to aircraft spare engine capacity to support Rolls-Royce’s engine maintenance program for its customers.
From time to time, we may acquire other businesses and, based on an evaluation of our business portfolio, divest existing businesses.
In addition to the Wells Fargo portfolio acquisition, from time to time, we may acquire other businesses and, based on an evaluation of our business portfolio, divest existing businesses.
Regulatory focus on climate matters and greenhouse gas (“GHG”) emissions has increased across the globe. New government regulations could increase our operating costs and compliance with those regulations could be costly.
In recent years, regulatory focus on climate change and greenhouse gas (“GHG”) emissions has increased across the globe. Compliance with new government regulations could increase our operating costs.
These factors may enable our competitors to offer leases or services to customers at lower rates than we can provide, thus negatively impacting our profitability, asset utilization, and investment volume. In addition, decreasing interest rates may invite new competition.
These factors may enable our competitors to offer leases or services to customers at lower rates than we can provide, thus negatively impacting our profitability, asset utilization, and investment volume. In addition, decreasing interest rates may invite new competition. Threatened or implemented changes in tariffs and other global trade policies could adversely affect our business.
These transactions may present financial, managerial, and operational challenges, including diversion of management attention from existing businesses, difficulty with integrating or separating personnel and financial and other systems, increased expenses and costs, assumption of liabilities and indemnities, increased compliance risks, and potential disputes with the buyers or sellers or third parties.
These transactions may likewise present financial, managerial, and operational challenges, including diversion of management attention, difficulty with integrating or separating personnel and systems, increased expenses and costs, assumption of liabilities and indemnities, and increased compliance risks.
A significant decline in customer demand could negatively impact our business and financial performance. Our profitability depends on our ability to lease assets at satisfactory rates and to re-lease assets upon lease expiration.
Business, Operational and Industry Risks We depend on continued demand from our customers to lease or use our transportation assets and services at satisfactory rates. A significant decline in customer demand could negatively impact our business and financial performance. Our profitability depends on our ability to lease assets at satisfactory rates and to re-lease assets upon lease expiration.
The occurrence of a widespread health crisis and governmental action or inaction taken in response thereto could cause or contribute to a slowdown in economic activity, disruptions in global supply chains, a dramatic reduction in air travel, and volatility and disruption of financial markets.
The occurrence of a widespread health crisis and governmental responses thereto could cause or contribute to a slowdown in economic activity, disruptions in global supply chains, a dramatic reduction in air travel, and volatility and disruption of financial markets. Such a crisis could also result in operational and labor disruptions and difficulty securing future labor needs.
Difficulties in recruiting and motivating qualified personnel, including skilled labor, the unexpected loss of such individuals resulting in the depletion of our institutional knowledge base, or our inability to successfully transition key roles could hinder our ability to execute our strategy and adversely impact our business and results of operations. 16 Information Technology Risks We rely on technology in all aspects of our business operations.
Difficulties in recruiting and motivating qualified personnel, including skilled labor, the unexpected loss of such individuals resulting in the depletion of our institutional knowledge base, or our inability to successfully transition key roles could hinder our ability to execute our strategy and adversely impact our business and results of operations. 17 Information Technology Risks If we are unable to adequately protect our information technology systems against cybersecurity threats and related disruptions, our business could be negatively impacted.
The availability and relative cost of alternative modes of transportation and changes in customer transportation preferences also could reduce demand for our assets. For example, technological innovations in the trucking industry and patterns in U.S. economic 13 growth that favor truck over rail could result in a modal shift away from rail and reduce customer demand for our rail assets.
For example, technological innovations in the trucking industry and patterns of U.S. economic growth that favor truck over rail could result in a modal shift away from rail and reduce customer demand for our rail assets. Demand 13 for our other transportation assets and related services is also influenced by many of the factors discussed above.
For example, restrictions on GHG emissions could significantly increase costs for our customers whose production processes require significant amounts of energy, which could reduce demand for the lease of our assets, while rail and other transportation assets in our fleet that are used to carry fossil fuels, such as coal and petroleum, or that directly or indirectly require fossil fuel consumption for operation of the assets could see reduced demand or be rendered obsolete depending on the extent to which government regulations mandate a reduction in fossil fuel consumption or customer preferences change.
Additionally, rail and other transportation assets in our fleet which are used to carry fossil fuels, such as coal and petroleum, or that directly or indirectly require fossil fuel consumption for operation of the assets, could see reduced demand or be rendered obsolete if government regulations mandate a reduction in fossil fuel consumption or customer preferences change.
A significant decrease in lease renewals of our transportation assets by our customers or a significant increase in the number of compliance-based maintenance events could negatively impact operations and substantially increase our costs.
Furthermore, our competitors may be less exposed to tariff impacts or in a better position to mitigate increased costs, which could adversely affect our competitiveness. A significant decrease in lease renewals of our transportation assets by our customers or a significant increase in the number of compliance-based maintenance events could negatively impact operations and substantially increase our costs.
Item 1A. Risk Factors Investors should consider the risk factors described below as well as other information contained in this filing or our other filings with the U.S. Securities and Exchange Commission before investing in our securities.
Item 1A. Risk Factors Investors should consider the risk factors described below as well as other information contained in this filing or our other filings with the SEC before investing in our securities. If any of the events described in the risk factors below occur, our business, financial condition and results of operations could be materially adversely affected.
Reduced demand for our assets could reduce opportunities for us to generate remarketing income. A significant or prolonged decline in the secondary market for our assets could adversely affect our financial performance. We may not be able to successfully consummate and manage ongoing acquisition and divestiture activities, which could have an adverse impact on our financial statements.
Reduced demand for our assets could reduce opportunities for us to generate remarketing income. A significant or prolonged decline in the secondary market for our assets could adversely affect our financial performance.
We are subject to the risks associated with natural disasters and the physical effects of climate matters, which may increase in frequency and severity over time and may have a material adverse effect on our assets, operations and business.
Climate change may also pose physical and transitional risks that could harm our results of operations and affect the way we conduct business. We are subject to risks associated with the physical effects of climate change, which may increase in frequency and severity over time.
These disruptions could adversely affect our operations, financial position, and results of operations. There can be no assurance that our cybersecurity risk management program and processes, including our policies, controls, or procedures, will be fully implemented, complied with, or effective in protecting our systems and information.
There can be no assurance that our cybersecurity risk management program and processes will be fully effective in protecting our systems and information.
GATX and Rolls-Royce plc. (“Rolls-Royce”) each own 50% of domestic and foreign joint venture entities (collectively, the “RRPF affiliates” or “RRPF”) that own and lease aircraft spare engines to Rolls-Royce and owners and operators of commercial aircraft. In addition, GATX directly invests in aircraft spare engines through its wholly owned subsidiary, GATX Engine Leasing Ltd.
GATX and Rolls-Royce each own 50% of domestic and foreign joint venture entities that own and lease aircraft spare engines to Rolls-Royce and owners and operators of commercial aircraft.
While we have invested significant expense and effort in the protection of our Confidential Information and IT Infrastructure, the steps we have taken to mitigate these risks may not be effective to prevent breaches of our IT Infrastructure.
Moreover, the use of emerging technologies, including AI, by us or our third-party providers may pose new or unforeseen cybersecurity risks. While we have invested significant expense and effort in the protection of our information and systems, the steps we have taken may not be effective in preventing all breaches of our IT Infrastructure.
We are subject to extensive federal, foreign, state, and local environmental laws and regulations concerning, among other things, the discharge of hazardous materials and remediation of contaminated sites. In addition, some of our properties, including those previously owned or leased, have been used for industrial purposes, which may have resulted in discharges onto these properties.
In addition, some of our properties, including those previously owned or leased, have been used for industrial purposes, which may have resulted in discharges onto these properties. Environmental liability can extend to previously owned or operated properties in addition to properties we currently own or use.
We and certain of our third-party providers collect, maintain and process data about customers, employees, business partners and others, including personally identifiable information, as well as confidential and proprietary information belonging to our business, including trade secrets (such data and information, collectively, “Confidential Information”).
We and certain of our third-party providers collect, process, and store data relating to customers, employees, business partners and others, including personal information and confidential business information (collectively, “Confidential Information”). We face numerous and evolving cybersecurity risks that threaten the confidentiality, integrity and availability of our IT Infrastructure and Confidential Information.
Climate matters may also pose regulatory and environmental risks that could harm our results of operations and affect the way we conduct business. Severe weather, climate matters, and natural disasters, such as tornadoes, flooding, hurricanes, fires and earthquakes, could cause significant business interruptions and result in increased costs and liabilities and decreased revenues.
Severe weather, rising temperatures, droughts, or natural disasters, such as fires, hurricanes, wind, tornadoes, floods, or earthquakes, could cause significant business interruptions and result in increased costs or decreased revenues.
We could incur substantial costs related to ongoing compliance with, and substantial penalties or litigation or reputational damage related to violations of, such laws and regulations.
In addition, we are subject to an evolving and increasingly complex set of federal, state, and foreign laws and regulations governing data privacy, data protection, cybersecurity, and AI. We could incur substantial costs related to ongoing compliance with these requirements, and any failure to comply with applicable laws and regulations could lead to significant fines, penalties, litigation, or reputational damage.
We own and manage certain aspects of our IT infrastructure, but we also rely on third parties for a range of IT systems and related products and services, including but not limited to, cloud computing services (such third-party systems and our IT infrastructure, collectively, our “IT Infrastructure”).
Our business relies heavily on information technology ("IT"). Our IT infrastructure includes systems we own and manage, as well as those provided by third parties, including cloud-based services (collectively, our “IT Infrastructure”).
Removed
If any of the events described in the risk factors below occur, our business, financial condition and results of operations could be materially adversely affected. Business, Operational and Industry Risks We depend on continued demand from our customers to lease or use our transportation assets and services at satisfactory rates.
Added
In addition, demand for transportation assets used to transport certain commodities may be affected positively or negatively by new or revised laws or regulations, or by new or revised government policies, subsidies or mandates, affecting such commodities. The availability and relative cost of alternative modes of transportation and changes in customer transportation preferences also could reduce demand for our assets.
Removed
In addition, demand for transportation assets used to transport certain commodities, including ethanol and other renewable fuels, may be affected by government subsidies and mandates, which may be enacted, changed, or eliminated from time to time, while demand for transportation assets used to transport fossil fuels or that directly or indirectly require consumption of fossil fuels for operation may be affected by government policies and mandates with respect to climate matters and carbon emissions.
Added
There is currently significant uncertainty about the future relationship between the U.S. and various other countries with respect to tariffs, trade policies, and treaties.
Removed
Demand for our other transportation assets and related services is also influenced by many of the factors discussed above.
Added
The current U.S. presidential administration has announced a range of tariffs on imports from many countries, but the situation remains fluid, and the long-term application of such tariffs, and their effect on our business, is difficult to predict.
Removed
If we are unable to adequately maintain and secure our information technology (“IT”) infrastructure from cybersecurity threats and related disruptions, our business could be negatively impacted. We rely on our IT Infrastructure (defined below) in all aspects of our business operations.
Added
We are continuing to monitor the evolving environment, and we are working with our suppliers and customers to mitigate potential impacts on our business.
Removed
We face numerous and evolving cybersecurity risks that threaten the confidentiality, integrity and availability of our IT Infrastructure and Confidential Information. These risks have continued to increase in recent years in their frequency and levels of sophistication and intensity by sophisticated and organized groups and individuals with a wide range of motives and expertise.
Added
While many of our current asset purchases, including newly manufactured railcars, are exempt under the United States-Mexico-Canada Agreement (“USMCA”), that status may change in the future, and many components and materials on which we rely may not be exempt.
Removed
The implementation of remote and hybrid work options for our employees and employees of our third-party IT suppliers has led to a substantial increase in remote access to our networks and systems.
Added
Any new, modified, or threatened tariffs, as well as continued uncertainty regarding global trade policies, could increase our costs, negatively affect demand from our customers, or lead to general economic decline, any of which could adversely affect our business, financial condition or results of operations.
Removed
All IT systems are vulnerable to cybersecurity threats and other unlawful attempts to disrupt or gain access to these systems, and these vulnerabilities may be increased by remote computing assets and additional security vulnerabilities that are present in many public, non-corporate and home networks.
Added
Failure to effectively integrate the Wells Fargo rail business, or to realize the other anticipated benefits of the GABX joint venture, could adversely affect our business, financial condition, and results of operations. On January 1, 2026, we closed on the acquisition of Wells Fargo’s rail operating lease portfolio. The acquisition was completed through a newly formed joint venture with Brookfield.
Removed
We and our third-party providers are regularly subject to attempted cyber intrusions, hacks and ransomware attacks, and we expect these incidents to accelerate and become increasingly sophisticated in using techniques and tools, including artificial intelligence, that circumvent security controls, evade detection and remove forensic evidence.
Added
While we expect GABX to contribute materially to our results of operations, the joint venture is subject to numerous risks and uncertainties, many of which are beyond our control. The success of the GABX joint venture will depend, in part, on our ability to successfully integrate the acquired business without materially disrupting our current operations.
Removed
Breaches of our IT Infrastructure could lead to disruptions in our business, potentially including the theft, destruction, loss, misappropriation, or release of Confidential Information stored on our IT Infrastructure and subject us to potential lawsuits, including class actions, other material legal liabilities, reputational damage, lost customers or significant costs associated with incident response, system restoration or remediation, applicable filings and notifications, and future compliance.
Added
Realizing the expected benefits requires timely execution of core integration activities, including transferring contracts, migrating data and systems, onboarding new employees, operational handovers, coordinated customer and vendor communications, and properly accounting for the new assets and services. Delays or errors could cause service disruptions, customer or vendor losses, higher costs, and diminished benefits.
Removed
We also are subject to an evolving body of federal, state and foreign laws, regulations, guidelines and principles regarding data privacy, data protection, data security, and artificial intelligence.
Added
Integration efforts may also divert management’s attention from our ongoing operations, and unanticipated integration costs may be significant and exceed current estimates. Any such integration challenges could adversely affect our business, financial condition and results of operations.
Removed
Many jurisdictions in which we conduct business have passed or proposed laws and regulations dealing with the collection, processing, storage, transfer and/or use of personal information, some of which include potential fines and penalties based on worldwide revenue.
Added
We may not realize the anticipated benefits from the GABX joint venture for other reasons, including an inability to manage a larger fleet profitably, challenges in leveraging the enhanced customer base, or failure to capitalize on potential cost efficiencies and synergies.
Removed
Environmental liability can extend to previously owned or operated properties in addition to properties we currently own or use.

… 22 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

6 edited+3 added−2 removed10 unchanged
Biggest changeThe CIO has over 25 years of experience in information technology, including over 17 years managing the cybersecurity function and resources. The Global Head of IT Security has over 15 years of experience in information technology and information security, including 10 years of leadership roles within the information security domain, and holds certifications in cybersecurity and risk management. 23
Biggest changeThe Global Head of IT Security has over 16 years of experience in information technology and information security, including over 11 years of leadership roles within the information security domain, and holds multiple certifications in cybersecurity and risk management. 24
Risk Management and Strategy The Company’s cybersecurity program is focused on the following key areas: • Governance: As discussed in more detail below, the Board’s oversight of cybersecurity risk management is supported by its Audit Committee, which interacts with the Company’s ERM function, the Company’s Senior Vice President and Chief Information Officer (“CIO”), the Global Head of IT Security, who reports directly to the CIO, and other relevant members of management. • Collaborative Approach: We have implemented a cross-functional approach to identifying, mitigating, and managing cybersecurity risks, threats, and incidents through a broad range of controls and supporting processes. • Technical Safeguards: We deploy various technical safeguards that are designed to protect the Company’s information systems and information from identified cybersecurity threats. • Incident Response and Recovery Planning: We have established, and maintain, an incident response plan that addresses the Company’s planned responses to a potential or actual cybersecurity incident.
Risk Management and Strategy The Company’s cybersecurity program is focused on the following key areas: • Governance: As discussed in more detail below, the Board’s oversight of cybersecurity risk management is supported by its Audit Committee, which interacts with the Company’s ERM function, the Company’s Senior Vice President and Chief Information Officer (“CIO”), the Global Head of IT Security, who reports directly to the CIO, and other relevant members of management. • Collaborative Approach: We have implemented a cross-functional approach to identifying, mitigating, and managing cybersecurity risks, threats, and incidents through a broad range of controls and supporting processes. • Technical Safeguards: We deploy various technical safeguards that are designed to protect the Company’s information systems and data from cybersecurity threats. • Incident Response and Recovery Planning: We have established, and maintain, an incident response plan that addresses the Company’s planned responses to a potential or actual cybersecurity incident.
The Audit Committee discusses the Company’s approach to cybersecurity risk management with GATX senior management, including the CIO and the Global Head of IT Security, who reports to the CIO and has responsibility for assessing and managing material risks from cybersecurity threats.
The Audit Committee discusses the Company’s approach to cybersecurity risk management with GATX senior management, including the CIO and the Global Head of IT Security, who has responsibility for assessing and managing material risks from cybersecurity threats.
The results of such assessments, audits, and reviews are reported to senior management and the Audit Committee, and we adjust our cybersecurity processes as necessary based on the information provided by these assessments, audits, and reviews.
The results of such assessments, audits, and reviews are reported to senior management and the Audit Committee, and we adjust our cybersecurity processes as necessary based on the information provided by these assessments, audits, and reviews. We have experienced, and may in the future experience, cybersecurity threats.
The incident response plan also includes consideration of disclosure requirements and communication to appropriate parties within the Company. • Third-Party Risk Management: We take a risk-based approach to identifying the cybersecurity risks presented by third-party service providers and encourage our service providers to reduce cybersecurity risks using commercially available safeguards. • Education and Awareness: We provide training for our employees regarding cybersecurity threats as a means to build awareness and equip them with effective tools to identify and address cybersecurity threats, as well as to communicate the Company’s evolving information security policies and practices.
The incident response plan also includes consideration of disclosure requirements and communication to appropriate parties within the Company. • Third-Party Risk Management: We take a risk-based approach to identifying the cybersecurity risks presented by third-party service providers, including by conducting a security assessment and an evaluation of AI usage of prospective vendors where warranted. • Education and Awareness: We provide training for our employees regarding cybersecurity threats as a means to build awareness and equip them with effective tools to identify and address cybersecurity threats, as well as to communicate the Company’s evolving information security policies and practices.
Among other areas of responsibility, the Board has oversight responsibilities in relation to the Company’s risk management program, and cybersecurity represents an important component of the Company’s overall approach to enterprise risk management (“ERM”).
Item 1C. Cybersecurity The Board recognizes the critical importance of maintaining the trust and confidence of our employees, customers, shareholders and other stakeholders. Among other areas of responsibility, the Board has oversight responsibilities in relation to the Company’s risk management program, and cybersecurity represents an important component of the Company’s overall approach to enterprise risk management (“ERM”).
Removed
Item 1C. Cybersecurity The Company’s Board of Directors (“Board”) recognizes the critical importance of maintaining the trust and confidence of our employees, customers, shareholders and other stakeholders.
Added
While prior incidents have not had a material impact on us, future incidents could have a material effect on our operations, business strategy, results of operations, or reputation. See Item 1A.
Removed
We have not identified risks from known cybersecurity threats, including as a result of previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect the Company, including its operations, business strategy, results of operations, or financial condition. 22 Governance Through its Audit Committee, the Board oversees the Company’s ERM program, including risks arising from cybersecurity threats.
Added
"Risk Factors — Information Technology Risks — If we are unable to adequately protect our information technology systems against cybersecurity threats and related disruptions, our business could be negatively impacted." for more information. 23 Governance Through its Audit Committee, the Board oversees the Company’s ERM program, including risks arising from cybersecurity threats.
Added
The CIO has over 26 years of experience in information technology, including over 19 years managing the cybersecurity function and resources.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeAs of December 31, 2024, the locations of our operations were as follows: GATX Headquarters Chicago, Illinois Rail North America Business Offices Major Maintenance Facilities Customer Site Locations Chicago, Illinois Colton, California Clarkson, Ontario Calgary, Alberta Hearne, Texas Mexico City, Mexico Waycross, Georgia Montreal, Quebec Moose Jaw, Saskatchewan Red Deer, Alberta Maintenance Facilities Terre Haute, Indiana Mobile Units Edmonton, Alberta La Porte, Texas Rail International Business Offices Major Maintenance Facilities Customer Site Locations Dordrecht, Netherlands Ostróda, Poland Płock, Poland Baar, Switzerland Düsseldorf, Germany Hamburg, Germany Gurgaon, India Paris, France Vienna, Austria Warsaw, Poland Engine Leasing Chicago, Illinois Other Dordrecht, Netherlands Houston, Texas Singapore Shanghai, China 24
Biggest changeAs of December 31, 2025, the locations of our operations were as follows: GATX Headquarters Chicago, Illinois Rail North America Business Offices Major Maintenance Facilities Customer Site Locations Chicago, Illinois Colton, California Clarkson, Ontario Calgary, Alberta Hearne, Texas Aurora, North Carolina Mexico City, Mexico Waycross, Georgia Point Comfort, Texas Montreal, Quebec Moose Jaw, Saskatchewan Red Deer, Alberta Maintenance Facilities Terre Haute, Indiana Mobile Units Edmonton, Alberta La Porte, Texas St James, Louisiana Rail International Business Offices Major Maintenance Facilities Dordrecht, Netherlands Ostróda, Poland Baar, Switzerland Düsseldorf, Germany Hamburg, Germany Gurgaon, India Paris, France Vienna, Austria Warsaw, Poland Engine Leasing Chicago, Illinois Other Dordrecht, Netherlands Houston, Texas Singapore Shanghai, China 25
Item 2. Properties Information regarding the general character of our properties is included in Item 1, “Business” of this Form 10-K.
Item 2. Properties Information regarding the general character of our properties is included in "Business" in Item 1 of this Form 10-K.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. Legal Proceedings Information concerning litigation and other contingencies is described in "Note 23. Legal Proceedings and Other Contingencies" in Part II, Item 8 of this Form 10-K and is incorporated herein by reference. Item 4. Mine Safety Disclosures None. PART II
Biggest changeItem 3. Legal Proceedings Information concerning litigation and other contingencies is described in "Note 24. Legal Proceedings and Other Contingencies" in Part II, Item 8 of this Form 10-K and is incorporated herein by reference. Item 4. Mine Safety Disclosures None. PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe following is a summary of common stock repurchases completed by month during the fourth quarter of 2024: 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) October 1, 2024 - October 31, 2024 300 $ 136.95 300 $ 65.2 November 1, 2024 - November 30, 2024 752 $ 149.92 752 $ 65.1 December 1, 2024 - December 31, 2024 — $ — — $ 65.1 Total 1,052 $ 146.22 1,052 25 Common Stock Performance Graph The performance graph below compares the cumulative total shareholder return on our common stock for the five-year period ended December 31, 2024, with the cumulative total return of the S&P 500 Index, the S&P MidCap 400 Index, and the Russell 3000 Index.
Biggest changeThe following is a summary of common stock repurchases completed under the Prior Repurchase Program by month during the fourth 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) October 1, 2025 - October 31, 2025 38,758 $ 166.48 38,758 $ 40.1 November 1, 2025 - November 30, 2025 181,546 $ 155.19 181,546 $ 11.9 December 1, 2025 - December 31, 2025 70,686 $ 167.29 70,686 $ 0.1 Total 290,990 $ 159.64 290,990 26 On February 18, 2026, the Board terminated the Prior Repurchase Program and approved a new $300.0 million share repurchase program (the "New Repurchase Program"), pursuant to which we are authorized to purchase shares of our common stock in the open market, in privately negotiated transactions, or otherwise, including pursuant to Rule 10b5-1 plans.
The share repurchase program does not have an expiration date, does not obligate the Company to repurchase any dollar amount or number of shares of common stock, and may be suspended or discontinued at any time. The timing of share repurchases will be dependent on market conditions and other factors.
The New Repurchase Program does not have an expiration date, does not obligate the Company to repurchase any dollar amount or number of shares of common stock, and may be suspended or discontinued at any time. The timing of share repurchases will be dependent on market conditions and other factors.
Issuer Purchases of Equity Securities 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.
Issuer Purchases of Equity Securities On January 25, 2019, our Board of Directors approved a $300.0 million share repurchase program (the "Prior Repurchase Program"), pursuant to which we were 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.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities Our common stock is listed on the New York and Chicago Stock Exchanges under ticker symbol "GATX". We had approximately 1,272 common shareholders of record as of January 31, 2025. We have a long history of paying quarterly cash dividends.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities Our common stock is listed on the New York Stock Exchange and the NYSE Texas, Inc. under ticker symbol "GATX". We had 1,224 common shareholders of record as of January 31, 2025. We have a long history of paying quarterly cash dividends.
During 2024, we repurchased 167,452 shares for $21.9 million under the share repurchase program. As of December 31, 2024, $65.1 million remained available under the repurchase authorization.
During 2025, we repurchased 416,699 shares for $65.0 million under the Prior Repurchase Program. As of December 31, 2025, $0.1 million remained available under the repurchase authorization.
The graph and table assume that $100 was invested in our common stock and each of the indices on December 31, 2019, and that all dividends were reinvested. 12/31/19 12/31/20 12/31/21 12/31/22 12/31/23 12/31/24 GATX $ 100.00 $ 103.22 $ 132.05 $ 137.55 $ 158.44 $ 207.68 S&P 500 100.00 118.39 152.34 124.73 157.48 196.85 S&P MidCap 400 100.00 113.65 141.76 123.19 143.38 163.30 Russell 3000 100.00 120.88 151.87 122.68 154.48 191.24 Item 6. [Reserved] 26
The graph and table assume that $100 was invested in our common stock and each of the indices on December 31, 2020, and that all dividends were reinvested. 12/31/20 12/31/21 12/31/22 12/31/23 12/31/24 12/31/25 GATX $ 100.00 $ 127.93 $ 133.26 $ 153.50 $ 201.21 $ 223.50 S&P 500 100.00 128.68 105.36 133.03 166.28 195.98 S&P MidCap 400 100.00 124.73 108.37 126.13 143.65 154.40 Russell 3000 100.00 125.64 101.49 127.81 158.22 185.32 Item 6. [Reserved] 27
Added
Common Stock Performance Graph The performance graph below compares the cumulative total shareholder return on our common stock for the five-year period ended December 31, 2025, with the cumulative total return of the S&P 500 Index, the S&P MidCap 400 Index, and the Russell 3000 Index.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeItem 6. [Reserved] 26 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 27 Discussion of Operating Results 28 Change in Net Operating Assets and Facilities 43 Cash Flow Discussion 43 Liquidity and Capital Resources 45 Critical Accounting Policies and Estimates 49 New Accounting Pronouncements 51 Non-GAAP Financial Measures 51 Item 7A.
Biggest changeItem 6. [Reserved] 27 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 28 Discussion of Operating Results 29 Change in Net Operating Assets and Facilities 44 Cash Flow Discussion 44 Liquidity and Capital Resources 46 Critical Accounting Policies and Estimates 50 New Accounting Pronouncements 52 Non-GAAP Financial Measures 52 Item 7A.
Quantitative and Qualitative Disclosures About Market Risk 54 Item 8. Financial Statements and Supplementary Data 55
Quantitative and Qualitative Disclosures About Market Risk 55 Item 8. Financial Statements and Supplementary Data 56

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

111 edited+26 added−16 removed52 unchanged
Biggest changeAccordingly, 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. 51 The following tables show our net income, diluted earnings per share, and return on equity, excluding tax adjustments and other items for the years ended December 31 (in millions, except per share data): Impact of Tax Adjustments and Other Items on Net Income: 2024 2023 2022 Net income (GAAP) $ 284.2 $ 259.2 $ 155.9 Adjustments attributable to consolidated pre-tax income: Litigation claims settlements (1) $ 3.3 $ — $ — Environmental reserves (2) 10.7 — 5.9 Net (gain) loss on Specialized Gas Vessels at Engine Leasing (3) (0.6) 4.0 34.3 Net (gain) loss on Rail Russia at Rail International (4) — (0.3) 14.6 Total adjustments attributable to consolidated pre-tax income $ 13.4 $ 3.7 $ 54.8 Income taxes thereon, based on applicable effective tax rate $ (3.5) $ — $ (1.5) Other income tax adjustments attributable to consolidated income: Income tax rate changes (5) $ (6.0) $ (3.0) $ (3.0) Net operating loss valuation allowance adjustment (6) — (2.3) — Total other income tax adjustments attributable to consolidated income $ (6.0) $ (5.3) $ (3.0) Adjustments attributable to affiliates' earnings, net of taxes: Aircraft spare engine impairment at RRPF (7) $ — $ — $ 11.5 Total adjustments attributable to affiliates' earnings, net of taxes $ — $ — $ 11.5 Net income, excluding tax adjustments and other items (non-GAAP) $ 288.1 $ 257.6 $ 217.7 52 Impact of Tax Adjustments and Other Items on Diluted Earnings per Share: 2024 2023 2022 Diluted earnings per share (GAAP) $ 7.78 $ 7.12 $ 4.35 Adjustments attributable to consolidated income, net of taxes: Litigation claims settlements (1) $ 0.07 $ — $ — Environmental reserves (2) 0.22 — 0.12 Net (gain) loss on Specialized Gas Vessels at Engine Leasing (3) (0.02) 0.11 0.96 Net (gain) loss on Rail Russia at Rail International (4) — (0.01) 0.41 Other income tax adjustments attributable to consolidated income: Income tax rate changes (5) (0.16) (0.08) (0.08) Net operating loss valuation allowance adjustment (6) — (0.06) — Adjustments attributable to affiliates' earnings, net of taxes: Aircraft spare engine impairment at RRPF (7) — — 0.32 Diluted earnings per share, excluding tax adjustments and other items (non-GAAP)* $ 7.89 $ 7.07 $ 6.07 (*) Sum of individual components may not be additive due to rounding. _______ (1) Expenses recorded for the settlements of litigation claims arising out of legacy business operations.
Biggest changeAccordingly, 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. 52 The following tables show our net income attributable to GATX, diluted earnings per share, and return on equity attributable to GATX, excluding tax adjustments and other items for the years ended December 31 (in millions, except per share data): Impact of Tax Adjustments and Other Items on Net Income Attributable to GATX: 2025 2024 2023 Net income (GAAP) $ 333.3 $ 284.2 $ 259.2 Less: Net income attributable to non-controlling interest — — — Net income attributable to GATX $ 333.3 $ 284.2 $ 259.2 Adjustments to pre-tax income attributable to GATX: Acquisition-related expenses (1) $ 6.5 $ — $ — Litigation claims settlements (2) — 3.3 — Environmental reserves (3) — 10.7 — Net (gain) loss on Specialized Gas Vessels at Engine Leasing (4) — (0.6) 4.0 Net gain on Rail Russia at Rail International (5) — — (0.3) Total adjustments to pre-tax income attributable to GATX $ 6.5 $ 13.4 $ 3.7 Income taxes thereon, based on applicable effective tax rate $ (1.6) $ (3.5) $ — Other income tax adjustments to income attributable to GATX: Income tax rate changes (6) $ (13.3) $ (6.0) $ (3.0) Net operating loss valuation allowance adjustment (7) 6.4 — (2.3) Total other income tax adjustments to income attributable to GATX $ (6.9) $ (6.0) $ (5.3) Adjustments attributable to affiliates' earnings, net of taxes: Insurance proceeds (8) $ (11.5) $ — $ — Total adjustments attributable to affiliates' earnings, net of taxes $ (11.5) $ — $ — Net income attributable to GATX, excluding tax adjustments and other items (non-GAAP) $ 319.8 $ 288.1 $ 257.6 53 Impact of Tax Adjustments and Other Items on Diluted Earnings per Share: 2025 2024 2023 Diluted earnings per share (GAAP) $ 9.12 $ 7.78 $ 7.12 Adjustments to income attributable to GATX, net of taxes: Acquisition-related expenses (1) $ 0.13 $ — $ — Litigation claims settlements (2) — 0.07 — Environmental reserves (3) — 0.22 — Net (gain) loss on Specialized Gas Vessels at Engine Leasing (4) — (0.02) 0.11 Net gain on Rail Russia at Rail International (5) — — (0.01) Other income tax adjustments to income attributable to GATX: Income tax rate changes (6) (0.37) (0.16) (0.08) Net operating loss valuation allowance adjustment (7) 0.18 — (0.06) Adjustments attributable to affiliates' earnings, net of taxes: Insurance proceeds (8) (0.31) — — Diluted earnings per share, excluding tax adjustments and other items (non-GAAP)* $ 8.75 $ 7.89 $ 7.07 (*) Sum of individual components may not be additive due to rounding. _______ (1) E xpenses associated with the acquisition of Wells Fargo's rail assets.
Our investment volume is predominantly composed of acquired railcars, but also includes the acquisition of locomotives, 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.
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.
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.
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 attributable to GATX, diluted earnings per share, and return on equity attributable to GATX because we believe these items are not attributable to our business operations.
The share repurchase program does not have an expiration date, does not obligate the Company to repurchase any dollar amount or number of shares of common stock, and may be suspended or discontinued at any time. The timing of share repurchases will be dependent on market conditions and other factors.
The New Repurchase Program does not have an expiration date, does not obligate the Company to repurchase any dollar amount or number of shares of common stock, and may be suspended or discontinued at any time. The timing of share repurchases will be dependent on market conditions and other factors.
We consider factors such as the expected operating results for the near future, the length of the economic life cycle of the underlying assets of the investee, and our ability to hold the investment through the end of the underlying assets’ useful life to determine if the impairment is other-than-temporary.
We consider factors such as the expected operating results for the near future, the length of the economic life cycle of the underlying assets of the investee, and our ability to hold the investment through the end of the underlying assets’ useful lives to determine if the impairment is other-than-temporary.
We plan to fund these expenditures in 2025 using available cash at December 31, 2024 in combination with cash from operations, portfolio proceeds, and long-term debt issuances. We also have access to our revolving credit facilities if needed. Based on the available sources of liquidity, we also expect to meet our funding needs beyond 2025.
We plan to fund these expenditures in 2026 using available cash at December 31, 2025 in combination with cash from operations, portfolio proceeds, and long-term debt issuances. We also have access to our revolving credit facilities if needed. Based on the available sources of liquidity, we also expect to meet our funding needs beyond 2026.
(3) Average active railcars for the year is calculated using the number of active railcars at the end of each month. 36 Comparison of Reported Results Foreign Currency Rail International's reported results of operations are impacted by fluctuations in the exchange rates of the U.S. dollar versus the foreign currencies in which it conducts business, primarily the euro.
(3) Average active railcars for the year is calculated using the number of active railcars at the end of each month. 37 Comparison of Reported Results Foreign Currency Rail International's reported results of operations are impacted by fluctuations in the exchange rates of the U.S. dollar versus the foreign currencies in which it conducts business, primarily the euro.
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 unsecured and secured debt, commercial paper issuances, and committed revolving credit facilities. We primarily use cash from operations to fund daily operations.
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.
While most of our leases are classified as operating leases, changes in the assumptions we use could result in a different lease classification, which could change the impacts of the lease transactions on our results of operations and financial position. See "Note 6. Leases" in Part II, Item 8 of this Form 10-K.
While most of our leases are classified as operating leases, changes in the assumptions we use could result in a different lease classification, which could change the impacts of the lease transactions on our results of operations and financial position. See "Note 5. Leases" in Part II, Item 8 of this Form 10-K.
Share-Based Compensation" in Part II, Item 8 of this Form 10-K. 50 Income Taxes Our operations are subject to taxes in the United States, various states, and foreign countries, and as a result, we may be subject to audit in all of these jurisdictions.
Share-Based Compensation" in Part II, Item 8 of this Form 10-K. 51 Income Taxes Our operations are subject to taxes in the United States, various states, and foreign countries, and as a result, we may be subject to audit in all of these jurisdictions.
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.
These amounts exclude railcars on leases expiring in 2026 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.
For all fair value estimates, we use observable inputs whenever possible and appropriate. 49 Once we make an estimate of fair value, we compare the estimate of fair value to the investment’s carrying value. If the investment’s estimated fair value is less than its carrying value, then we consider the investment impaired.
For all fair value estimates, we use observable inputs whenever possible and appropriate. 50 Once we make an estimate of fair value, we compare the estimate of fair value to the investment’s carrying value. If the investment’s estimated fair value is less than its carrying value, then we consider the investment impaired.
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.
Management utilizes net income attributable to GATX, 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.
Share-Based Compensation We grant equity awards to certain employees and non-employee directors in the form of non-qualified stock options, stock appreciation rights, restricted stock, performance shares, and phantom stock. We recognize compensation expense for our equity awards over the applicable service period for each award, based on the award’s grant date fair value.
Share-Based Compensation We grant equity awards to certain employees and non-employee directors in the form of non-qualified stock options, restricted stock units, performance shares, and phantom stock units. We recognize compensation expense for our equity awards over the applicable service period for each award, based on the award’s grant date fair value.
We also access domestic and international capital markets by issuing unsecured or secured 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.
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.
(2) Calculated as total recourse debt / shareholders' equity. Shelf Registration Statement During 2022, we filed an automatic shelf registration statement that enables us to issue debt securities and pass-through certificates. The registration statement is effective for three years and does not limit the amount of debt securities and pass-through certificates we can issue.
(2) Calculated as total recourse debt / total equity. Shelf Registration Statement During 2025, we filed an automatic shelf registration statement that enables us to issue debt securities and pass-through certificates. The registration statement is effective for three years and does not limit the amount of debt securities and pass-through certificates we can issue.
Additional contributions will depend primarily on plan asset investment returns and actuarial experience, and subject to the impact of these factors, we may make additional material plan contributions. 48 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.
Additional contributions will depend primarily on plan asset investment returns and actuarial experience, and subject to the impact of these factors, we may make additional material plan contributions. 49 GATX Common Stock Repurchases On January 25, 2019, our Board of Directors approved a $300.0 million share repurchase program (the "Prior Repurchase Program"), pursuant to which we were 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.
We have a strong balance sheet and adequate access to capital, which we believe positions us well to manage our transportation assets based on current market conditions. • We expect Rail North America's segment profit in 2025 to increase slightly from 2024.
We have a strong balance sheet and adequate access to capital, which we believe positions us well to manage our transportation assets based on current market conditions. • We expect Rail North America's segment profit in 2026 to increase from 2025.
(2) Active railcars refers to the number of railcars on lease to customers. Changes in railcars on lease compared to prior years are impacted by the utilization of railcars purchased and the disposition of railcars that were sold or scrapped, as well as the fleet utilization rate.
(2) Active railcars refers to the number of railcars on lease to customers. Changes in railcars on lease compared to prior years 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.
Our commercial commitments at December 31, 2024 are presented in "Note 15. Commercial Commitments" within Item 8 of this Form 10-K. Defined Benefit Plan Contributions In 2024, we contributed $2.9 million to our defined benefit pension plans and other post-retirement benefit plans. In 2025, we expect to contribute approximately $4.2 million.
Our commercial commitments at December 31, 2025 are presented in "Note 15. Commercial Commitments" within Item 8 of this Form 10-K. Defined Benefit Plan Contributions In 2025, we contributed $2.6 million to our defined benefit pension plans and other post-retirement benefit plans. In 2026, we expect to contribute approximately $4.4 million.
We use the Black-Scholes options valuation model to calculate the grant date fair value of stock options and stock appreciation rights. This model requires us to make certain assumptions that affect the amount of compensation expense we will record.
We use the Black-Scholes options valuation model to calculate the grant date fair value of stock options. This model requires us to make certain assumptions that affect the amount of compensation expense we will record.
The following table shows our credit rating and rating outlook as of December 31, 2024: Rating Agency Standard & Poor's Moody's Investor Service Fitch Ratings, Inc Long-term unsecured debt BBB Baa2 BBB+ Short-term unsecured debt A-2 P-2 F2 Rating outlook Stable Positive Stable 47 Leverage Leverage is expressed as a ratio of debt (including debt and lease obligations, net of unrestricted cash and short-term investments) to equity.
The following table shows our credit rating and rating outlook as of December 31, 2025: Rating Agency Standard & Poor's Moody's Investor Service Fitch Ratings, Inc Long-term unsecured debt BBB Baa2 BBB+ Short-term unsecured debt A-2 P-2 F2 Rating outlook Stable Positive Stable 48 Leverage Leverage is expressed as a ratio of debt (including debt and lease obligations, net of unrestricted cash) to total equity.
Contractual Cash Receipts Information regarding our contractual cash receipts arising from future rental receipts from noncancelable operating leases and from our finance leases as of December 31, 2024 is presented in "Note 6. Leases" within Item 8 of this Form 10-K.
Contractual Cash Receipts Information regarding our contractual cash receipts arising from future rental receipts from noncancelable operating leases and from our finance leases as of December 31, 2025 is presented in "Note 5. Leases" within Item 8 of this Form 10-K.
(3) Average active railcars for the year is calculated using the number of active railcars at the end of each month. 35 As of December 31, 2024, leases for approximately 10,300 railcars are scheduled to expire in 2025. This amount excludes railcars on leases expiring in 2025 that have already been renewed or assigned to a new lessee.
(3) Average active railcars for the year is calculated using the number of active railcars at the end of each month. 36 As of December 31, 2025, leases for approximately 10,700 railcars are scheduled to expire in 2026. This amount excludes railcars on leases expiring in 2026 that have already been renewed or assigned to a new lessee.
Trifleet Tank Container Data The following table shows fleet statistics for Trifleet's owned and managed tank containers for the years ended December 31: 2024 2023 2022 Ending balance 25,041 23,931 21,999 Utilization rate at year-end (1) 84.7 % 87.3 % 93.1 % _______ (1) Utilization is calculated as the number of tank containers on lease as a percentage of total tank containers in the fleet.
Trifleet Tank Container Data The following table shows fleet statistics for Trifleet's owned and managed tank containers for the years ended December 31: 2025 2024 2023 Ending balance 25,602 25,041 23,931 Utilization rate at year-end (1) 84.9 % 84.7 % 87.3 % _______ (1) Utilization is calculated as the number of tank containers on lease as a percentage of total tank containers in the fleet.
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.
Financial Statements and Supplementary Data" in this Form 10-K. 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.
Rail India Fleet Data The following table shows fleet activity and statistics for Rail India railcars for the years ended December 31: 2024 2023 2022 Beginning balance 8,805 5,872 4,830 Railcars added 1,783 2,933 1,042 Railcars scrapped or sold (5) — — Ending balance 10,583 8,805 5,872 Utilization rate at year end (1) 100.0 % 100.0 % 100.0 % Active railcars at year end (2) 10,583 8,805 5,872 Average active railcars (3) 9,841 7,082 5,395 _______ (1) Utilization is calculated as the number of railcars on lease as a percentage of total railcars in the fleet.
Rail India Fleet Data The following table shows fleet activity and statistics for Rail India railcars for the years ended December 31: 2025 2024 2023 Beginning balance 10,583 8,805 5,872 Railcars added 1,582 1,783 2,933 Railcars scrapped or sold — (5) — Ending balance 12,165 10,583 8,805 Utilization rate at year end (1) 100.0 % 100.0 % 100.0 % Active railcars at year end (2) 12,165 10,583 8,805 Average active railcars (3) 11,236 9,841 7,082 _______ (1) Utilization is calculated as the number of railcars on lease as a percentage of total railcars in the fleet.
As of December 31, 2024, GEL owned 39 aircraft spare engines, with 14 on long-term leases with airline customers and 25 that are employed in an engine capacity agreement with Rolls-Royce for use in its engine maintenance programs.
As of December 31, 2025, GEL owned 46 aircraft spare engines, with 21 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.
Results for 2024 included a net negative impact of $3.9 million ($0.11 per diluted share) from tax adjustments and other items, compared to a net positive impact of $1.6 million ($0.05 per diluted share) from tax adjustments and other items in 2023 and a net negative impact of $61.8 million ($1.72 per diluted share) from tax adjustments and other items in 2022 (see "Non-GAAP Financial Measures" at the end of this item for further details). • At Rail North America, segment profit in 2024 was higher than prior year.
Results for 2025 included a net positive impact of $13.5 million ($0.37 per diluted share) from tax adjustments and other items, compared to a net negative impact of $3.9 million ($0.11 per diluted share) from tax adjustments and other items in 2024 and a net positive impact of $1.6 million ($0.05 per diluted share) from tax adjustments and other items in 2023 (see "Non-GAAP Financial Measures" at the end of this Item for further details). • At Rail North America, segment profit in 2025 was lower than prior year.
The fleet size of our rail business in India ("Rail India") surpassed 10,000 railcars in 2024, and 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.
The fleet size of our rail business in India ("Rail India") continued to grow in 2025, 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.
The following table shows fleet activity and statistics for Rail North America locomotives for the years ended December 31: 2024 2023 2022 Beginning balance 523 544 577 Locomotives added 156 — — Locomotives scrapped or sold (18) (21) (33) Ending balance 661 523 544 Utilization rate at year end (1) 89.1 % 88.3 % 89.3 % Active locomotives at year end (2) 589 462 486 Average active locomotives (3) 509 472 496 _______ (1) Utilization is calculated as the number of locomotives on lease as a percentage of total locomotives in the fleet.
The following table shows fleet activity and statistics for Rail North America locomotives for the years ended December 31: 2025 2024 2023 Beginning balance 661 523 544 Locomotives added — 156 — Locomotives scrapped or sold (34) (18) (21) Ending balance 627 661 523 Utilization rate at year end (1) 92.5 % 89.1 % 88.3 % Active locomotives at year end (2) 580 589 462 Average active locomotives (3) 584 509 472 _______ (1) Utilization is calculated as the number of locomotives on lease as a percentage of total locomotives in the fleet.
The following table shows our cash flows from operating, investing and financing activities for the years ended December 31 (in millions): 2024 2023 2022 Net cash provided by operating activities $ 602.1 $ 520.4 $ 533.5 Net cash used in investing activities (1,416.7) (1,219.3) (1,073.5) Net cash provided by financing activities 770.5 844.1 504.4 Effect of exchange rate changes on cash, cash equivalents, and restricted cash (4.9) 1.6 (4.9) Net (decrease) increase in cash, cash equivalents, and restricted cash during the year $ (49.0) $ 146.8 $ (40.5) Net Cash Provided by Operating Activities Net cash provided by operating activities in 2024 of $602.1 million increased $81.7 million compared to 2023.
The following table shows our cash flows from operating, investing and financing activities for the years ended December 31 (in millions): 2025 2024 2023 Net cash provided by operating activities $ 648.1 $ 602.1 $ 520.4 Net cash used in investing activities (1,016.8) (1,416.7) (1,219.3) Net cash provided by financing activities 4,944.8 770.5 844.1 Effect of exchange rate changes on cash, cash equivalents, and restricted cash 7.0 (4.9) 1.6 Net increase (decrease) in cash, cash equivalents, and restricted cash during the year $ 4,583.1 $ (49.0) $ 146.8 Net Cash Provided by Operating Activities Net cash provided by operating activities in 2025 of $648.1 million increased $46.0 million compared to 2024.
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 (expense) income, including eliminations, was unfavorable by $11.3 million in 2024 compared to 2023.
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 $21.0 million in 2025 compared to 2024.
Income Taxes" in Part II, Item 8 of this Form 10-K for additional information on income taxes. 42 CHANGE IN NET OPERATING ASSETS AND FACILITIES The following table shows changes in net operating assets and facilities as of December 31 (in millions): 2024 2023 Beginning balance $ 9,411.2 $ 8,250.3 Investments 1,665.3 1,622.2 Purchase of assets previously leased 29.4 — Depreciation expense (414.2) (385.6) Asset dispositions (129.6) (149.9) Transfers to assets held for sale (2.6) (1.7) Foreign exchange rate effects (120.9) 87.1 Other 11.1 (11.2) Ending balance $ 10,449.7 $ 9,411.2 CASH FLOW DISCUSSION We generate a significant amount of cash from operating activities and investment portfolio proceeds.
Income Taxes" in Part II, Item 8 of this Form 10-K for additional information on income taxes. 43 CHANGE IN NET OPERATING ASSETS AND FACILITIES The following table shows changes in net operating assets and facilities as of December 31 (in millions): 2025 2024 Beginning balance $ 10,449.7 $ 9,411.2 Investments 1,296.0 1,665.3 Purchase of assets previously leased 15.0 29.4 Depreciation expense (445.2) (414.2) Asset dispositions (189.4) (129.6) Transfers to assets held for sale (5.7) (2.6) Foreign exchange rate effects 251.1 (120.9) Other 39.4 11.1 Ending balance $ 11,410.9 $ 10,449.7 CASH FLOW DISCUSSION We generate a significant amount of cash from operating activities and investment portfolio proceeds.
All engines at GEL are managed by the RRPF affiliates, for which we paid them a fee of $4.1 million in 2024, $2.7 million in 2023 and $1.0 million in 2022. Engine Leasing previously owned the Specialized Gas Vessels.
All engines at GEL are managed by the RRPF affiliates, for which we paid them a fee of $5.6 million in 2025, $4.1 million in 2024 and $2.7 million in 2023. Engine Leasing previously owned the Specialized Gas Vessels. In 2022, we made the decision to sell the Specialized Gas Vessels.
At December 31, 2024, 5,392 railcars have been ordered pursuant to the terms of the agreement, of which 3,458 have been delivered. 31 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.
At December 31, 2025, 8,133 railcars have been ordered pursuant to the terms of the agreement, of which 5,720 have been delivered. 32 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.
(4) Average active railcars for the year is calculated using the number of active railcars at the end of each month. As of December 31, 2024, leases for approximately 21,500 tank and freight cars and approximately 1,200 boxcars are scheduled to expire in 2025.
(4) Average active railcars for the year is calculated using the number of active railcars at the end of each month. As of December 31, 2025, leases for approximately 13,700 tank and freight cars and approximately 1,100 boxcars are scheduled to expire in 2026.
GEL Portfolio Data The following table shows portfolio activity for GEL's aircraft spare engines for the years ended December 31: 2024 2023 2022 Beginning balance 29 19 14 Engines added 10 10 5 Ending balance 39 29 19 40 Comparison of Reported Results Segment Profit In 2024, segment profit was $117.3 million compared to $106.4 million in 2023.
GEL Portfolio Data The following table shows portfolio activity for GEL's aircraft spare engines for the years ended December 31: 2025 2024 2023 Beginning balance 39 29 19 Engines added 7 10 10 Ending balance 46 39 29 41 Comparison of Reported Results Segment Profit In 2025, segment profit was $181.5 million compared to $117.3 million in 2024.
In 2023, Engine Leasing sold its natural gas holdings and recorded a gain of $5.7 million. 38 The following table shows Engine Leasing’s segment results for the years ended December 31 (in millions): 2024 2023 2022 Revenues Lease revenue $ 32.4 $ 32.6 $ 33.0 Non-dedicated engine revenue 64.6 37.6 1.5 Marine operating revenue — 6.9 18.9 Other revenue 0.1 0.1 0.2 Total Revenues 97.1 77.2 53.6 Expenses Depreciation expense 37.8 28.3 17.8 Marine operating expense — 6.5 14.1 Other operating expense 9.6 7.3 2.3 Total Expenses 47.4 42.1 34.2 Other Income (Expense) Net gain (loss) on asset dispositions 0.6 2.2 (31.1) Interest expense, net (41.9) (29.8) (19.0) Other income 0.6 0.2 — Share of affiliates' pre-tax earnings 108.3 98.7 45.4 Segment Profit $ 117.3 $ 106.4 $ 14.7 Investment Volume $ 260.8 $ 267.3 $ 149.7 The following table shows the net book value of Engine Leasing’s assets as of December 31 (in millions): 2024 2023 Investment in RRPF Affiliates $ 663.1 $ 626.8 GEL owned aircraft spare engines 937.0 714.0 Other owned assets 53.3 14.3 Total assets $ 1,653.4 $ 1,355.1 39 RRPF Affiliates Portfolio Data The following table shows portfolio activity and statistics for the RRPF affiliates' aircraft spare engines for the years ended December 31: 2024 2023 2022 Beginning balance 399 398 407 Engine acquisitions 47 14 9 Engine dispositions (19) (13) (18) Ending balance 427 399 398 Utilization rate at year end (1) 97.4 % 95.5 % 94.2 % Average leased engines (2) 398 376 372 Net book value of engines (in millions) $ 4,716.0 $ 4,067.2 $ 4,176.5 ________ (1) Utilization is calculated as the number of engines on lease as a percentage of total engines in the fleet.
In 2023, Engine Leasing sold its natural gas holdings and recorded a gain of $5.7 million. 39 The following table shows Engine Leasing’s segment results for the years ended December 31 (in millions): 2025 2024 2023 Revenues Lease revenue $ 38.2 $ 32.4 $ 32.6 Non-dedicated engine revenue 86.7 64.6 37.6 Marine operating revenue — — 6.9 Other revenue — 0.1 0.1 Total Revenues 124.9 97.1 77.2 Expenses Depreciation expense 39.7 37.8 28.3 Marine operating expense — — 6.5 Other operating expense 11.2 9.6 7.3 Total Expenses 50.9 47.4 42.1 Other Income (Expense) Net gain on asset dispositions — 0.6 2.2 Interest expense, net (49.7) (41.9) (29.8) Other income — 0.6 0.2 Share of affiliates' pre-tax earnings 157.2 108.3 98.7 Segment Profit $ 181.5 $ 117.3 $ 106.4 Investment Volume $ 147.1 $ 260.8 $ 267.3 The following table shows the net book value of Engine Leasing’s assets as of December 31 (in millions): 2025 2024 Investment in RRPF Affiliates $ 732.3 $ 663.1 GEL owned aircraft spare engines 1,044.4 937.0 Other owned assets 54.9 53.3 Total assets $ 1,831.6 $ 1,653.4 40 RRPF Affiliates' Portfolio Data The following table shows portfolio activity and statistics for the RRPF affiliates' aircraft spare engines for the years ended December 31: 2025 2024 2023 Beginning balance 427 399 398 Engine acquisitions 76 47 14 Engine dispositions (47) (19) (13) Ending balance 456 427 399 Utilization rate at year end (1) 98.7 % 97.4 % 95.5 % Average leased engines (2) 433 398 376 Net book value of engines at year end (in millions) $ 5,829.9 $ 4,716.0 $ 4,067.2 _______ (1) Utilization is calculated as the number of engines on lease as a percentage of total engines in the fleet.
The average renewal lease term is reported in months and reflects the average renewal lease term in the LPI. During 2024, the renewal rate change of the LPI was positive 26.7%, compared to positive 33.5% in 2023.
The average renewal lease term is reported in months and reflects the average renewal lease term in the LPI. During 2025, the renewal rate change of the LPI was positive 21.9%, compared to positive 26.7% in 2024.
In addition, we have a €210 million, 3-year unsecured revolving credit facility in Europe that matures in 2027, which was fully available as of December 31, 2024.
In addition, we have a €250 million, 3-year unsecured revolving credit facility in Europe that matures in 2027, of which, €190 million was available as of December 31, 2025.
In 2024, fluctuations in the value of the euro, relative to the U.S. dollar, positively impacted lease revenue by approximately $0.6 million and negatively impacted segment profit, excluding other income (expense), by approximately $1.7 million compared to 2023. Segment Profit In 2024, segment profit of $119.8 million increased 5.6% compared to $113.4 million in 2023.
In 2025, fluctuations in the value of the euro, relative to the U.S. dollar, positively impacted lease revenue by approximately $13.7 million and positively impacted segment profit, excluding other (expense) income, by approximately $7.0 million compared to 2024. Segment Profit In 2025, segment profit of $125.9 million increased 5.1% compared to $119.8 million in 2024.
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 year to year. As of December 31, 2024, we had an unrestricted cash balance of $401.6 million.
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 year to year. As of December 31, 2025, we had an unrestricted cash balance of $743.0 million and a restricted cash balance of $4,241.9 million.
Engine Leasing includes the RRPF affiliates, a group of 50% owned domestic and foreign joint ventures with Rolls-Royce, a leading manufacturer of commercial aircraft jet engines. Segment profit included earnings from the RRPF affiliates of $108.3 million for 2024, $98.7 million for 2023, and $45.4 million for 2022.
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 $157.2 million for 2025, $108.3 million for 2024, and $98.7 million for 2023.
Financial results were not material to Rail International's segment profit. 34 The following table shows Rail International's segment results for the years ended December 31 (in millions): 2024 2023 2022 Revenues Lease revenue $ 333.6 $ 296.6 $ 266.2 Other revenue 16.7 12.9 9.1 Total Revenues 350.3 309.5 275.3 Expenses Maintenance expense 70.7 64.1 51.4 Depreciation expense 78.7 68.2 69.1 Other operating expense 17.4 10.4 8.3 Total Expenses 166.8 142.7 128.8 Other Income (Expense) Net gain (loss) on asset dispositions 4.5 7.0 (11.2) Interest expense, net (71.4) (56.2) (45.6) Other income (expense) 3.2 (4.2) (3.8) Segment Profit $ 119.8 $ 113.4 $ 85.9 Investment Volume $ 232.9 $ 382.4 $ 243.9 GRE Fleet Data The following table shows fleet activity and statistics for GRE railcars for the years ended December 31: 2024 2023 2022 Beginning balance 29,216 28,005 27,109 Railcars added 1,316 1,695 1,211 Railcars scrapped or sold (505) (484) (315) Ending balance 30,027 29,216 28,005 Utilization rate at year end (1) 96.1 % 95.9 % 99.3 % Active railcars at year end (2) 28,849 28,004 27,801 Average active railcars (3) 28,410 27,947 27,288 _______ (1) Utilization is calculated as the number of railcars on lease as a percentage of total railcars in the fleet.
Financial results were not material to Rail International's segment profit. 35 The following table shows Rail International's segment results for the years ended December 31 (in millions): 2025 2024 2023 Revenues Lease revenue $ 366.1 $ 333.6 $ 296.6 Other revenue 21.7 16.7 12.9 Total Revenues 387.8 350.3 309.5 Expenses Maintenance expense 72.4 70.7 64.1 Depreciation expense 90.5 78.7 68.2 Other operating expense 19.3 17.4 10.4 Total Expenses 182.2 166.8 142.7 Other Income (Expense) Net gain on asset dispositions 6.8 4.5 7.0 Interest expense, net (82.6) (71.4) (56.2) Other (expense) income (3.9) 3.2 (4.2) Segment Profit $ 125.9 $ 119.8 $ 113.4 Investment Volume $ 502.4 $ 232.9 $ 382.4 GRE Fleet Data The following table shows fleet activity and statistics for GRE railcars for the years ended December 31: 2025 2024 2023 Beginning balance 30,027 29,216 28,005 Railcars added 7,498 1,316 1,695 Railcars scrapped or sold (1,041) (505) (484) Ending balance 36,484 30,027 29,216 Utilization rate at year end (1) 94.7 % 96.1 % 95.9 % Active railcars at year end (2) 34,536 28,849 28,004 Average active railcars (3) 29,905 28,410 27,947 _______ (1) Utilization is calculated as the number of railcars on lease as a percentage of total railcars in the fleet.
The following table shows portfolio investments and capital additions by segment for the years ended December 31 (in millions): 2024 2023 2022 Rail North America $ 1,162.4 $ 976.9 $ 815.9 Rail International 232.9 382.4 243.9 Engine Leasing 260.8 267.3 149.7 Other 18.3 38.4 46.3 Total $ 1,674.4 $ 1,665.0 $ 1,255.8 The increase in portfolio investments and capital additions of $9.4 million in the year ended December 31, 2024 was primarily due to more railcars and locomotives acquired at Rail North America, partially offset by fewer railcars acquired at GRE and Rail India, and fewer tank containers acquired at Trifleet.
The following table shows portfolio investments and capital additions by segment for the years ended December 31 (in millions): 2025 2024 2023 Rail North America $ 644.1 $ 1,162.4 $ 976.9 Rail International 502.4 232.9 382.4 Engine Leasing 147.1 260.8 267.3 Other 23.1 18.3 38.4 Total $ 1,316.7 $ 1,674.4 $ 1,665.0 The decrease in portfolio investments and capital additions of $357.7 million in the year ended December 31, 2025 was primarily due to fewer railcars and locomotives acquired at Rail North America, fewer aircraft spare engines acquired at Engine Leasing, and fewer tank containers acquired at Trifleet, partially offset by more railcars acquired at GRE.
The following table shows Rail North America's segment results for the years ended December 31 (in millions): 2024 2023 2022 Revenues Lease revenue $ 983.5 $ 888.8 $ 826.0 Other revenue 115.5 93.9 82.0 Total Revenues 1,099.0 982.7 908.0 Expenses Maintenance expense 306.9 276.6 238.5 Depreciation expense 271.1 265.9 258.6 Operating lease expense 33.9 36.0 36.1 Other operating expense 26.4 25.9 24.5 Total Expenses 638.3 604.4 557.7 Other Income (Expense) Net gain on asset dispositions 132.8 120.5 119.7 Interest expense, net (232.1) (182.9) (144.6) Other expense (5.4) (8.0) (4.6) Share of affiliates' pre-tax (loss) earnings — (0.6) 0.5 Segment Profit $ 356.0 $ 307.3 $ 321.3 Investment Volume $ 1,162.4 $ 976.9 $ 815.9 The following table shows the components of Rail North America's lease revenue for the years ended December 31 (in millions): 2024 2023 2022 Railcars $ 888.9 $ 805.5 $ 740.7 Boxcars 64.7 57.2 59.5 Locomotives 29.9 26.1 25.8 Total $ 983.5 $ 888.8 $ 826.0 30 Rail North America Fleet Data The following table shows fleet activity and statistics for Rail North America railcars, excluding boxcars, for the years ended December 31: 2024 2023 2022 Beginning balance 101,167 100,954 101,570 Railcars added 5,359 4,653 3,712 Railcars scrapped (1,433) (1,286) (2,133) Railcars sold (2,127) (3,154) (2,195) Ending balance 102,966 101,167 100,954 Utilization rate at year end (1) 99.1 % 99.3 % 99.5 % Renewal success rate (2) 85.3 % 84.1 % 85.5 % Active railcars at year end (3) 102,003 100,498 100,396 Average active railcars (4) 101,392 100,217 100,444 _______ (1) Utilization is calculated as the number of railcars on lease as a percentage of total railcars in the fleet.
The following table shows Rail North America's segment results for the years ended December 31 (in millions): 2025 2024 2023 Revenues Lease revenue $ 1,049.1 $ 983.5 $ 888.8 Other revenue 137.3 115.5 93.9 Total Revenues 1,186.4 1,099.0 982.7 Expenses Maintenance expense 350.5 306.9 276.6 Depreciation expense 285.7 271.1 265.9 Operating lease expense 28.9 33.9 36.0 Other operating expense 31.1 26.4 25.9 Total Expenses 696.2 638.3 604.4 Other Income (Expense) Net gain on asset dispositions 130.0 132.8 120.5 Interest expense, net (259.5) (232.1) (182.9) Other expense (8.7) (5.4) (8.0) Share of affiliates' pre-tax loss (0.2) — (0.6) Segment Profit $ 351.8 $ 356.0 $ 307.3 Investment Volume $ 644.1 $ 1,162.4 $ 976.9 The following table shows the components of Rail North America's lease revenue for the years ended December 31 (in millions): 2025 2024 2023 Railcars $ 954.2 $ 888.9 $ 805.5 Boxcars 58.5 64.7 57.2 Locomotives 36.4 29.9 26.1 Total $ 1,049.1 $ 983.5 $ 888.8 31 Rail North America Fleet Data The following table shows fleet activity and statistics for Rail North America railcars, excluding boxcars, for the years ended December 31: 2025 2024 2023 Beginning balance 102,966 101,167 100,954 Railcars added 3,345 5,359 4,653 Railcars scrapped (2,305) (1,433) (1,286) Railcars sold (3,413) (2,127) (3,154) Ending balance 100,593 102,966 101,167 Utilization rate at year end (1) 99.0 % 99.1 % 99.3 % Renewal success rate (2) 87.3 % 85.3 % 84.1 % Active railcars at year end (3) 99,560 102,003 100,498 Average active railcars (4) 101,321 101,392 100,217 _______ (1) Utilization is calculated as the number of railcars on lease as a percentage of total railcars in the fleet.
Debt The following table shows the carrying value of our debt and lease obligations by major component as of December 31 (in millions): 2024 2023 Secured Unsecured Total Total Borrowings under bank credit facilities $ — $ 10.4 $ 10.4 $ 11.0 Recourse debt — 8,215.3 8,215.3 7,388.1 Operating lease obligations 180.0 — 180.0 226.8 Total $ 180.0 $ 8,225.7 $ 8,405.7 $ 7,625.9 As of December 31, 2024, our outstanding debt had a weighted-average remaining term of 8.6 years and a weighted-average interest rate of 4.59%, compared to 8.4 years and 4.08% at December 31, 2023.
Debt The following table shows the carrying value of our debt and lease obligations by major component as of December 31 (in millions): 2025 2024 Secured Unsecured Total Total Borrowings under bank credit facilities $ — $ 82.2 $ 82.2 $ 10.4 Recourse debt — 12,451.7 12,451.7 8,215.3 Operating lease obligations 154.3 — 154.3 180.0 Total $ 154.3 $ 12,533.9 $ 12,688.2 $ 8,405.7 As of December 31, 2025, our outstanding debt had a weighted-average remaining term of 8.2 years and a weighted-average interest rate of 4.78%, compared to 8.6 years and 4.59% at December 31, 2024.
Specifically, higher cash receipts from revenue, higher affiliate dividends received, and lower payments for operating leases were partially offset by higher cash payments for maintenance, interest, and other operating expenses, as well as higher payments for income taxes. 43 Net Cash Used in Investing Activities The following table shows our principal sources and uses of cash flows from investing activities for the years ended December 31 (in millions): 2024 2023 2022 Portfolio investments and capital additions (1) $ (1,674.4) $ (1,665.0) $ (1,255.8) Portfolio proceeds (2) 230.6 272.8 269.6 Short-term investments (3) — 150.0 (148.5) Proceeds from sales of other assets (4) 24.9 20.2 31.1 Other investing activity 2.2 2.7 30.1 Net cash used in investing activities $ (1,416.7) $ (1,219.3) $ (1,073.5) _______ (1) Portfolio investments and capital additions primarily consist of purchases of operating assets and capitalized asset improvements.
Specifically, higher cash receipts from revenue, lower payments for operating leases, and lower payments for taxes were partially offset by higher cash payments for maintenance, interest, and other operating expenses. 44 Net Cash Used in Investing Activities The following table shows our principal sources and uses of cash flows from investing activities for the years ended December 31 (in millions): 2025 2024 2023 Portfolio investments and capital additions (1) $ (1,316.7) $ (1,674.4) $ (1,665.0) Portfolio proceeds (2) 275.0 230.6 272.8 Short-term investments (3) — — 150.0 Proceeds from the sale of other assets (4) 36.8 24.9 20.2 Purchases of assets previously leased (5) (15.0) — — Other investing activity 3.1 2.2 2.7 Net cash used in investing activities $ (1,016.8) $ (1,416.7) $ (1,219.3) _______ (1) Portfolio investments and capital additions primarily consist of purchases of operating assets and capitalized asset improvements.
Net interest expense increased $15.2 million, due to a higher average interest rate and a higher average debt balance. Other income (expense) was favorable by $7.4 million, driven by the positive impact of changes in foreign exchange rates, primarily euro-zloty fluctuations. Investment Volume During 2024, investment volume was $232.9 million, compared to $382.4 million in 2023.
Net interest expense increased $11.2 million, due to a higher average debt balance and a higher average interest rate. Other (expense) income was unfavorable by $7.1 million, driven by the negative impact of changes in foreign exchange rates, primarily euro-zloty fluctuations, and higher litigation costs. Investment Volume During 2025, investment volume was $502.4 million, compared to $232.9 million in 2024.
Lease terms on renewals for railcars in the LPI averaged 60 months in 2024 compared to 65 months in 2023. 32 The following table shows fleet activity and statistics for Rail North America boxcars for the years ended December 31: 2024 2023 2022 Beginning balance 9,311 8,663 12,946 Boxcars added 587 1,248 543 Boxcars scrapped (1,343) (459) (230) Boxcars sold (160) (141) (4,596) Ending balance 8,395 9,311 8,663 Utilization rate at year end (1) 99.8 % 100.0 % 99.9 % Active boxcars at year end (2) 8,376 9,310 8,657 Average active boxcars (3) 9,059 8,944 10,060 _______ (1) Utilization is calculated as the number of boxcars on lease as a percentage of total boxcars in the fleet.
Lease terms on renewals for railcars in the LPI averaged 58 months in 2025 compared to 60 months in 2024. 33 The following table shows fleet activity and statistics for Rail North America boxcars for the years ended December 31: 2025 2024 2023 Beginning balance 8,395 9,311 8,663 Boxcars added 200 587 1,248 Boxcars scrapped (1,451) (1,343) (459) Boxcars sold (112) (160) (141) Ending balance 7,032 8,395 9,311 Utilization rate at year end (1) 97.1 % 99.8 % 100.0 % Active boxcars at year end (2) 6,831 8,376 9,310 Average active boxcars (3) 7,645 9,059 8,944 _______ (1) Utilization is calculated as the number of boxcars on lease as a percentage of total boxcars in the fleet.
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. (4) In 2022, we made the decision to exit Rail Russia and recorded losses in 2022 associated with the impairment of the net assets.
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) In 2022, we made the decision to exit Rail Russia. In 2023, we sold Rail Russia and recorded a gain on the final sale of this business.
We also have a $600 million, 5-year unsecured revolving credit facility in the United States that matures in 2029 and a $350 million 3-year unsecured revolving credit facility in the United States that matures in 2027, both of which were fully available as of December 31, 2024.
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 December 31, 2025.
We first complete a qualitative assessment to determine if it is more likely than not that the fair value of the reporting unit exceeds its carrying value. If necessary, the fair value is then compared to its carrying value, including goodwill.
If we determine it is more likely than not that the fair value of the reporting unit exceeds its carrying value, a quantitative assessment is performed to compare the fair to its carrying value, including goodwill.
The following table shows the components of recourse leverage as of December 31 (in millions, except recourse leverage ratio): 2024 2023 2022 Debt and lease obligations, net of unrestricted cash and short-term investments: Unrestricted cash and short-term investments $ (401.6) $ (450.7) $ (452.2) Borrowings under bank credit facilities 10.4 11.0 17.3 Recourse debt 8,215.3 7,388.1 6,431.5 Operating lease obligations 180.0 226.8 257.9 Total debt and lease obligations, net of unrestricted cash and short-term investments $ 8,004.1 $ 7,175.2 $ 6,254.5 Total recourse debt (1) $ 8,004.1 $ 7,175.2 $ 6,254.5 Shareholders' Equity $ 2,438.9 $ 2,273.0 $ 2,029.6 Recourse Leverage (2) 3.3 3.2 3.1 ________ (1) Includes recourse debt, borrowings under bank credit facilities, and operating and finance lease obligations, net of unrestricted cash and short-term investments.
The following table shows the components of recourse leverage as of December 31 (in millions, except recourse leverage ratio): 2025 2024 2023 Debt and lease obligations, net of unrestricted cash: Unrestricted cash $ (743.0) $ (401.6) $ (450.7) Borrowings under bank credit facilities 82.2 10.4 11.0 Recourse debt 12,451.7 8,215.3 7,388.1 Operating lease obligations 154.3 180.0 226.8 Total debt and lease obligations, net of unrestricted cash $ 11,945.2 $ 8,004.1 $ 7,175.2 Total recourse debt (1) $ 11,945.2 $ 8,004.1 $ 7,175.2 Total equity $ 3,635.1 $ 2,438.9 $ 2,273.0 Recourse leverage (2) 3.3 3.3 3.2 _______ (1) Includes recourse debt, borrowings under bank credit facilities, and operating lease obligations, net of unrestricted cash.
Expenses In 2024, maintenance expense increased $6.6 million, primarily due to more repairs performed, and the impact of foreign exchange rates, partially offset by lower wheelset costs.
Expenses In 2025, maintenance expense increased $1.7 million, primarily due to more repair events, higher costs of repairs, and the impact of foreign currency exchange rates, partially offset by lower wheelset costs.
In 2022, we made the decision to sell the Specialized Gas Vessels and recorded impairment losses totaling $34.3 million and sold two vessels. In 2023, we sold the remaining three vessels and recorded net losses of $4.0 million. In 2024, we recorded final gains of $0.6 million associated with the Specialized Gas Vessels.
In 2023, we sold the remaining three vessels and recorded net losses of $4.0 million. In 2024, we recorded final gains of $0.6 million associated with the Specialized Gas Vessels.
The amount and timing of remarketing income is dependent on a number of factors and may vary materially from year to year. Investment Volume Investment volume was $260.8 million in 2024, compared to $267.3 million in 2023 . In both 2024 and 2023 , GEL acquired ten aircraft spare engines.
The amount and timing of remarketing income is dependent on a number of factors and may vary materially from year to year. Investment Volume Investment volume was $147.1 million in 2025, compared to $260.8 million in 2024 .
During 2024, we repurchased 167,452 shares of common stock for $21.9 million, excluding commissions, compared to 24,520 shares repurchased for $2.6 million, excluding commissions, in 2023. As of December 31, 2024, $65.1 million remained available under the repurchase authorization.
During 2025, we repurchased 416,699 shares of common stock for $65.0 million under the Prior Repurchase Program, compared to 167,452 shares repurchased for $21.9 million in 2024. As of December 31, 2025, $0.1 million remained available under the repurchase authorization.
The variance was driven by environmental reserves recorded and expenses related to litigation claims settlements, as noted above, partially offset by the absence of pension settlement charges recorded in 2023. Consolidated Income Taxes See "Note 13.
The variance was driven by the absence of environmental reserves and expenses related to litigation claims settlements recorded in the prior year and residual sharing proceeds received in the current year, as noted above. Consolidated Income Taxes See "Note 13.
(2) During 2024, we repurchased 167,452 shares of common stock for $21.9 million, compared to 24,520 shares of common stock for $2.6 million in 2023.
(2) During 2025, we repurchased 416,699 shares of common stock for $65.0 million, compared to 167,452 shares of common stock for $21.9 million in 2024.
As of December 31, 2024, our funded pension plans in the aggregate were 106.8% funded.
As of December 31, 2025, our funded pension plans in the aggregate were 108.1% funded.
Liquidity Outlook In addition to our contractual obligations, expenditures in 2025 may also include the purchase of railcars, tank containers, and aircraft spare engines and other discretionary capital spending for opportunistic asset purchases or strategic investments.
For additional details on our purchase agreements, refer to the discussion of Rail North America operating results within this Item. Liquidity Outlook In addition to our contractual obligations, expenditures in 2026 may also include the purchase of railcars, locomotives, tank containers, and aircraft spare engines and other discretionary capital spending for opportunistic asset purchases or strategic investments.
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.
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 2025, GATX recorded $6.5 million of expenses associated with the acquisition of Wells Fargo's rail assets. These expenses were recorded in SG&A.
Portfolio proceeds decreased $42.2 million in 2024 compared to 2023, resulting from the absence of proceeds from the sale of three Specialized Gas Vessels at Engine Leasing and the sale of Rail Russia at Rail International in 2023. 44 Net Cash Provided by Financing Activities The following table shows our principal sources and uses of cash flows provided by financing activities for the years ended December 31 (in millions): 2024 2023 2022 Net proceeds from issuances of debt with original maturities longer than 90 days $ 1,295.6 $ 1,420.0 $ 848.3 Repayments of debt with original maturities longer than 90 days (413.5) (500.0) (250.0) Net decrease in debt with original maturities of 90 days or less — (7.1) — Purchases of assets previously leased (1) (30.4) — (1.5) Stock repurchases (2) (21.9) (2.6) (47.2) Dividends (84.8) (80.6) (76.6) Other 25.5 14.4 31.4 Net cash provided by financing activities $ 770.5 $ 844.1 $ 504.4 ________ (1) In 2024, we purchased 728 railcars that were previously leased, compared to zero railcars in 2023.
Portfolio proceeds increased $44.4 million in 2025 compared to 2024, driven by more railcars and locomotives sold at Rail North America. 45 Net Cash Provided by Financing Activities The following table shows our principal sources and uses of cash flows provided by financing activities for the years ended December 31 (in millions): 2025 2024 2023 Net proceeds from issuances of debt with original maturities longer than 90 days $ 4,841.5 $ 1,295.6 $ 1,420.0 Repayments of debt with original maturities longer than 90 days (733.4) (413.5) (500.0) Net increase (decrease) in debt with original maturities of 90 days or less 70.4 — (7.1) Purchases of assets previously leased (1) — (30.4) — Stock repurchases (2) (65.0) (21.9) (2.6) Dividends (89.8) (84.8) (80.6) GABX equity contribution from non-controlling interest 899.0 — — Other 22.1 25.5 14.4 Net cash provided by financing activities $ 4,944.8 $ 770.5 $ 844.1 _______ (1) In 2025, we purchased zero railcars that were previously leased, compared to 728 such railcars in 2024.
Depreciation expense increased $10.5 million, due to the impact of new railcars added to the fleet and the impact of foreign exchange rates. 37 Other Income (Expense) In 2024, net gain (loss) on asset dispositions decreased $2.5 million, driven by fewer railcars sold, partially offset by higher net scrapping gains due to more railcars scrapped.
Depreciation expense increased $11.8 million, due to the impact of new railcars added to the fleet. 38 Other Income (Expense) In 2025, net gain on asset dispositions increased $2.3 million, driven by more railcars sold and higher net scrapping gains due to more railcars scrapped.
(2) Active locomotives refers to the number of locomotives on lease to customers. Changes in locomotives on lease compared to prior years are impacted by locomotives that were sold or scrapped, as well as the fleet utilization rate. (3) Average active locomotives for the year is calculated using the number of active locomotives at the end of each month.
(2) Active locomotives refers to the number of locomotives on lease to customers. Changes in locomotives on lease compared to prior years are impacted by the utilization of locomotives purchased in the secondary market and the disposition of locomotives that were sold or scrapped, as well as the fleet utilization rate.
The increase was primarily attributable to higher lease revenue, higher net gain on asset dispositions, and higher repair revenue, partially offset by higher interest and maintenance expense. • At Rail International, segment profit in 2024 was higher than prior year, due to more railcars on lease and higher lease rates, partially offset by higher maintenance and interest expense. • At Engine Leasing, segment profit in 2024 increased compared to prior year, a result of higher earnings at the RRPF affiliates, higher earnings from GEL operations, and the absence of impairments recorded in 2023 for the Specialized Gas Vessels, partially offset by the absence of the gain on the sale of natural gas holdings recorded in 2023. 28 • Within Other, Trifleet's segment profit decreased, largely due to lower lease revenue, resulting from lower utilization, as well as higher interest expense and higher bad debt expense resulting from a settlement and restructuring agreement with a customer in the current year.
The decrease was primarily attributable to higher maintenance and interest expenses, partially offset by higher lease revenue and higher repair revenue. • At Rail International, segment profit in 2025 was higher than prior year, primarily due to higher lease revenue and changes in foreign currency exchange rates, partially offset by higher interest expense. • At Engine Leasing, segment profit in 2025 increased compared to prior year, a result of higher earnings at the RRPF affiliates and GEL. 29 • Within Other, Trifleet's segment profit decreased, largely due to changes in foreign exchange rates, lower lease revenue, resulting from lower utilization, and higher interest expense, partially offset by lower bad debt expense resulting from the absence of a settlement and restructuring agreement with a customer recorded in the prior year.
The amount and timing of disposition gains is dependent on a number of factors and may vary materially from year to year. Net interest expense increased $49.2 million, due to a higher average interest rate and a higher average debt balance.
The amount and timing of disposition gains is dependent on a number of factors and may vary materially from year to year. Net interest expense increased $27.4 million, due to a higher average debt balance and a higher average interest rate. Other expense increased $3.3 million, driven by higher net legal costs and lower customer settlement proceeds received in 2025.
The increase was primarily due to more railcars on lease and higher lease rates at both GRE and Rail India, partially offset by higher interest expense and higher maintenance expense at GRE. Revenues In 2024, lease revenue increased $37.0 million, or 12.5%, due to more railcars on lease and higher lease rates at GRE and Rail India.
The increase was primarily due to higher lease revenue and changes in foreign exchange rates, partially offset by higher interest expense. Revenues In 2025, lease revenue increased $32.5 million, or 9.7%, due to more railcars on lease and higher lease rates at GRE and Rail India, as well as the impact of foreign exchange rates.
Other operating expense increased $0.5 million, due to higher insurance and storage costs, partially offset by lower switching and freight costs. 33 Other Income (Expense) In 2024, net gain on asset dispositions increased $12.3 million, driven by higher net gains on railcars sold and higher net scrapping gains.
Other operating expense increased $4.7 million, due to higher insurance, switching, and freight costs. 34 Other Income (Expense) In 2025, net gain on asset dispositions decreased $2.8 million, driven by lower net gains on asset dispositions, partially offset by higher net scrapping gains.
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.
Our access to capital markets at competitive rates depends on our credit rating and rating outlook, as determined by rating agencies.
This discussion does not include the comparison of prior year 2023 to 2022 financial results, which can be found in the Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023 , as filed with the SEC on February 16, 2024. 27 DISCUSSION OF OPERATING RESULTS The following table shows a summary of our reporting segments and consolidated financial results for the years ended December 31 (dollars in millions, except per share data): 2024 2023 2022 Segment Revenues Rail North America $ 1,099.0 $ 982.7 $ 908.0 Rail International 350.3 309.5 275.3 Engine Leasing 97.1 77.2 53.6 Other 39.1 41.5 36.1 $ 1,585.5 $ 1,410.9 $ 1,273.0 Segment Profit (Loss) Rail North America $ 356.0 $ 307.3 $ 321.3 Rail International 119.8 113.4 85.9 Engine Leasing 117.3 106.4 14.7 Other 12.9 29.2 (3.9) 606.0 556.3 418.0 Less: Selling, general and administrative expense 236.3 212.7 195.0 Income taxes ($25.5, $25.7 and $12.3 related to affiliates' earnings) 85.5 84.4 67.1 Net Income (GAAP) $ 284.2 $ 259.2 $ 155.9 Net income, excluding tax adjustments and other items (non-GAAP) (1) $ 288.1 $ 257.6 $ 217.7 Diluted earnings per share (GAAP) $ 7.78 $ 7.12 $ 4.35 Diluted earnings per share, excluding tax adjustments and other items (non-GAAP) (1) $ 7.89 $ 7.07 $ 6.07 Return on equity (GAAP) 12.1 % 12.0 % 7.7 % Return on equity, excluding tax adjustments and other items (non-GAAP) (1) 12.2 % 12.0 % 10.8 % Investment Volume $ 1,674.4 $ 1,665.0 $ 1,255.8 _________ (1) See "Non-GAAP Financial Measures" at the end of this item for further details. 2024 Summary Net income was $284.2 million, or $7.78 per diluted share, for 2024 compared to $259.2 million, or $7.12 per diluted share, for 2023, and $155.9 million, or $4.35 per diluted share, for 2022.
In 2023, we sold the three remaining liquefied gas-carrying vessels (the "Specialized Gas Vessels") within the Engine Leasing segment. 28 DISCUSSION OF OPERATING RESULTS The following table shows a summary of our reporting segments and consolidated financial results for the years ended December 31 (dollars in millions, except per share data): 2025 2024 2023 Segment Revenues Rail North America $ 1,186.4 $ 1,099.0 $ 982.7 Rail International 387.8 350.3 309.5 Engine Leasing 124.9 97.1 77.2 Other 41.3 39.1 41.5 $ 1,740.4 $ 1,585.5 $ 1,410.9 Segment Profit Rail North America $ 351.8 $ 356.0 $ 307.3 Rail International 125.9 119.8 113.4 Engine Leasing 181.5 117.3 106.4 Other 29.5 12.9 29.2 688.7 606.0 556.3 Less: Selling, general and administrative expense 252.6 236.3 212.7 Income taxes ($39.7, $25.5 and $25.7 related to affiliates' earnings) 102.8 85.5 84.4 Net Income $ 333.3 $ 284.2 $ 259.2 Less: Net Income Attributable to Non-Controlling Interest — — — Net Income Attributable to GATX (GAAP) $ 333.3 $ 284.2 $ 259.2 Net income attributable to GATX, excluding tax adjustments and other items (non-GAAP) (1) $ 319.8 $ 288.1 $ 257.6 Diluted earnings per share (GAAP) $ 9.12 $ 7.78 $ 7.12 Diluted earnings per share, excluding tax adjustments and other items (non-GAAP) (1) $ 8.75 $ 7.89 $ 7.07 Return on equity attributable to GATX (GAAP) 12.8 % 12.1 % 12.0 % Return on equity attributable to GATX, excluding tax adjustments and other items (non-GAAP) (1) 12.3 % 12.2 % 12.0 % Investment Volume $ 1,316.7 $ 1,674.4 $ 1,665.0 _______ (1) See "Non-GAAP Financial Measures" at the end of this Item for further details. 2025 Summary Net income attributable to GATX was $333.3 million, or $9.12 per diluted share, for 2025 compared to $284.2 million, or $7.78 per diluted share, for 2024, and $259.2 million, or $7.12 per diluted share, for 2023.
As a result, GATX recorded $5.9 million of expense to establish a reserve for its share of the remaining anticipated remediation and related costs. 41 The following table shows components of Other for the years ended December 31 (in millions): 2024 2023 2022 Trifleet revenue $ 39.1 $ 41.5 $ 36.1 Trifleet segment profit $ 8.3 $ 13.4 $ 13.8 Unallocated interest income 12.8 12.7 1.1 Other (expense) income, including eliminations (8.2) 3.1 (18.8) Segment Profit (Loss) $ 12.9 $ 29.2 $ (3.9) Selling, general and administrative expense $ 236.3 $ 212.7 $ 195.0 Investment Volume $ 18.3 $ 38.4 $ 46.3 Trifleet Summary The tank container leasing market remained challenging in 2024.
These items were recorded in Other income (expense), including eliminations. 42 The following table shows components of Other for the years ended December 31 (in millions): 2025 2024 2023 Trifleet revenue $ 41.3 $ 39.1 $ 41.5 Trifleet segment profit $ 7.5 $ 8.3 $ 13.4 Unallocated interest income 9.2 12.8 12.7 Other income (expense), including eliminations 12.8 (8.2) 3.1 Segment Profit $ 29.5 $ 12.9 $ 29.2 Selling, general and administrative expense $ 252.6 $ 236.3 $ 212.7 Investment Volume $ 23.1 $ 18.3 $ 38.4 Trifleet Summary The tank container leasing market remained challenging in 2025, due to macro-economic headwinds, impacting customers' procurement decisions.
(2) Reserves recorded in 2024 for our share of anticipated environmental remediation costs arising out of prior operations and legacy businesses and reserves recorded in 2022 as part of an executed agreement for anticipated remediation costs at a previously owned property, sold in 1974. (3) In 2022, we made the decision to sell the Specialized Gas Vessels.
(2) Expenses recorded for the settlements of litigation claims arising out of legacy business operations. (3) Reserves recorded for our share of anticipated environmental remediation costs arising out of prior operations and legacy businesses. (4) In 2022, we made the decision to sell the Specialized Gas Vessels.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations OVERVIEW We lease, operate, manage, and remarket long-lived, widely used assets, primarily in the rail market. We report our financial results through three primary business segments: Rail North America, Rail International, and Engine Leasing (previously named Portfolio Management).
OVERVIEW We lease, operate, manage, and remarket long-lived, widely used assets, primarily in the rail market. We report our financial results through three primary business segments: Rail North America, Rail International, and Engine Leasing. Financial results for our tank container leasing business ("Trifleet") are reported in the Other segment.
Alternatively, if we determine an impairment is other-than-temporary, we record a loss equal to the difference between the estimated fair value of the investment and its carrying value. See "Note 7. Investments in Affiliated Companies." Impairment of Goodwill We review the carrying amount of our goodwill annually, or if circumstances indicate an impairment may have occurred.
Alternatively, if we determine an impairment is other-than-temporary, we record a loss equal to the difference between the estimated fair value of the investment and its carrying value. See "Note 6. Investments in Affiliated Companies" in Part II, Item 8 of this Form 10-K.
As a result, the dollar value of investment volume does not necessarily correspond to the number of railcars acquired in any given period.
Our investment volume is predominantly composed of acquired railcars, but may also include certain capitalized repairs and improvements to owned railcars. As a result, the dollar value of investment volume does not necessarily correspond to the number of railcars acquired in any given period.
(2) Denominated in Indian rupees, but presented in U.S. dollars in this table. See "Note 8. Debt" in Part II, Item 8 of this Form 10-K for information regarding the terms of our outstanding debt.
Debt" in Part II, Item 8 of this Form 10-K for information regarding the terms of our outstanding debt.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the audited financial statements included in "Item 8. Financial Statements and Supplementary Data" in this Form 10-K.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of the financial condition and results of operations of GATX Corporation ("GATX", the "Company," "we," "us," "our," and similar terms) should be read in conjunction with the audited financial statements included in "Item 8.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeWe generally manage the amount of floating rate debt exposure in order to reduce interest expense volatility. Based on our floating rate debt instruments at December 31, 2024, and giving effect to related derivatives, a hypothetical increase in market interest rates of 100 basis points would cause an increase in after-tax interest expense of $5.3 million in 2024.
Biggest changeWe strive to manage our amount of floating rate debt exposure in order to reduce interest expense volatility. Based on our floating rate debt instruments at December 31, 2025, and giving effect to related derivatives, a hypothetical increase in market interest rates of 100 basis points would cause an increase in after-tax interest expense of $10.8 million in 2026.
Comparatively, based on 2023 local currency earnings and considering non-functional currency assets and liabilities recorded as of December 31, 2023, a uniform and hypothetical 10% strengthening in the U.S. dollar versus applicable foreign currencies would have decreased after-tax income in 2024 by $9.7 million. 54
Comparatively, based on 2024 local currency earnings and considering non-functional currency assets and liabilities recorded as of December 31, 2024, a uniform and hypothetical 10% strengthening in the U.S. dollar versus applicable foreign currencies would have decreased after-tax income in 2025 by $9.6 million. 55
Comparatively, at December 31, 2023, a hypothetical 100 basis point increase in interest rates would have resulted in a $4.2 million increase in after-tax interest expense in 2024. Our earnings are also exposed to interest rate changes from affiliates' earnings. Certain affiliates issue floating rate debt instruments to finance their investments.
Comparatively, at December 31, 2024, a hypothetical 100 basis point increase in interest rates would have resulted in a $5.3 million increase in after-tax interest expense in 2025. Our earnings are also exposed to interest rate changes from affiliates' earnings. Certain affiliates issue floating rate debt instruments to finance their investments.
Based on 2024 local currency earnings and considering non-functional currency assets and liabilities recorded as of December 31, 2024, and giving effect to related derivatives, a uniform and hypothetical 10% strengthening in the U.S. dollar versus applicable foreign currencies would decrease after-tax income in 2024 by $9.6 million.
Based on 2025 local currency earnings and considering non-functional currency assets and liabilities recorded as of December 31, 2025, and giving effect to related derivatives, a uniform and hypothetical 10% strengthening in the U.S. dollar versus applicable foreign currencies would decrease after-tax income in 2026 by $11.7 million.

Other GATX 10-K year-over-year comparisons