v3.26.1
Variable Interest Entities
6 Months Ended
Jun. 30, 2026
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Variable Interest Entities Variable Interest Entities
We evaluate our interests in other entities to determine whether those entities are variable interest entities ("VIEs") and whether we are the primary beneficiary of any such VIE in accordance with ASC Topic 810, Consolidation.

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

GABX

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

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

GABX owns and leases railcars and, therefore, the activities and risks at GABX are similar to those of our wholly owned railcar leasing activities.
The following table shows the carrying amounts of the assets and liabilities of the consolidated variable interest entity reported on our condensed consolidated balance sheet (in millions):

June 30December 31
20262025
Cash and cash equivalents$102.8 $32.2 
Restricted cash— 4,211.1 
Rent and other receivables, net47.3 — 
Operating assets and facilities, net3,940.9 — 
Right of use assets, net of accumulated depreciation6.2 — 
Other assets74.1 30.6 
Total assets$4,171.3 $4,273.9 
Accounts payable and accrued expenses$53.3 $46.8 
Recourse debt (1)2,860.2 2,942.9 
Operating leases7.1 — 
Deferred income taxes3.7 — 
Other liabilities35.2 20.4 
Total liabilities$2,959.5 $3,010.1 
_________
(1)    GABX debt is guaranteed by GATX Corporation.

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

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

Three Months Ended
June 30
Six Months Ended
June 30
2026202520262025
Total revenues$136.6 $— $271.5 $— 
Total expenses (1)(108.6)— (208.8)— 
Net gain on asset dispositions
21.9 — 23.9 — 
Interest expense, net
(36.6)— (80.5)— 
Income before income taxes13.3 — 6.1 — 
Income taxes (2)(2.5)— (4.4)— 
Net income$10.8 $— $1.7 $— 
_________
(1)    Amounts include $12.4 million and $24.9 million of management fees paid to GATX in the three and six months ended June 30, 2026. Management fees are primarily based on the number of railcars under management and are consistent with market rates.
(2)    Represents income taxes directly attributable to GABX. Certain of GABX's entities are pass-through entities for income tax purposes and, as a result, income taxes are incurred at the partner ownership level.

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