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3Q 2018 10-Q

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3Q 2018 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________________ FORM 10-Q __________________________________________ x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ¨ Commission File Number: 1-2328 GATX Corporation (Exact name of registrant as specified in its charter) New York 36-1124040 (State of incorporation) (I.R.S. Employer Identification No.) 233 South Wacker Drive Chicago, Illinois 60606-7147 (Address of principal executive offices, including zip code) (312) 621-6200 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. x Large accelerated filer ¨ Smaller reporting company ¨ Non-accelerated filer ¨ Emerging growth company ¨ Accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x Common shares outstanding were 37.6 million at September 30, 2018. GATX CORPORATION FORM 10-Q QUARTERLY REPORT FOR THE PERIOD ENDED SEPTEMBER 30, 2018 INDEX Item No. Page No. Forward-Looking Statements 1 Part I - FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets (Unaudited) 2 Consolidated Statements of Comprehensive Income (Unaudited) 3 Consolidated Statements of Cash Flows (Unaudited) 4 Notes to the Consolidated Financial Statements (Unaudited) Note 1. Description of Business 5 Note 2. Basis of Presentation 5 Note 3. Revenue 8 Note 4. Fair Value Disclosure 9 Note 5. Pension and Other Post-Retirement Benefits 11 Note 6. Share-Based Compensation 12 Note 7. Income Taxes 12 Note 8. Commercial Commitments 13 Note 9. Earnings per Share 13 Note 10. Accumulated Other Comprehensive Income (Loss) 14 Note 11. Legal Proceedings and Other Contingencies 15 Note 12. Financial Data of Business Segments 15 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Overview 20 Discussion of Operating Results 21 Segment Operations 22 Cash Flow and Liquidity 38 Critical Accounting Policies and Estimates 41 Non-GAAP Financial Measures 41 Item 3. Quantitative and Qualitative Disclosures About Market Risk 45 Item 4. Controls and Procedures 45 Part II - OTHER INFORMATION Item 1. Legal Proceedings 45 Item 1A. Risk Factors 45 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 45 Item 6. Exhibits 46 SIGNATURE 47 FORWARD-LOOKING STATEMENTS Statements in this report not based on historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and, accordingly, involve known and unknown risks and uncertainties that are difficult to predict and could cause our actual results, performance, or achievements to differ materially from those discussed. These include statements as to our future expectations, beliefs, plans, strategies, objectives, events, conditions, financial performance, prospects, or future events. In some cases, forward-looking statements can be identified by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “outlook,” “continue,” “likely,” “will,” “would”, and similar words and phrases. Forward-looking statements are necessarily based on estimates and assumptions that, while considered reasonable by us and our management, are inherently uncertain. Accordingly, you should not place undue reliance on forward-looking statements, which speak only as of the date they are made, and are not guarantees of future performance. We do not undertake any obligation to publicly update or revise these forward-looking statements. A detailed discussion of the known material risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in our Annual Report on Form 10-K for the year ended December 31, 2017, and in our other filings with the Securities and Exchange Commission ("SEC"). The following factors, in addition to those discussed under "Risk Factors", in our Annual Report on Form 10-K for the year ended December 31, 2017, could cause actual results to differ materially from our current expectations expressed in forward looking statements: • exposure to damages, fines, criminal and civil penalties, and • operational and financial risks related to our affiliate investments, reputational harm arising from a negative outcome in litigation, including the Rolls-Royce & Partners Finance joint ventures including claims arising from an accident involving our railcars (collectively the "RRPF affiliates") • inability to maintain our assets on lease at satisfactory rates due to • the impact of changes to the Internal Revenue Code as a result of oversupply of railcars in the market or other changes in supply and the Tax Cuts and Jobs Act of 2017 (the "Tax Act"), and uncertainty as demand to how this legislation will be interpreted and applied. • a significant decline in customer demand for our railcars or other • fluctuations in foreign exchange rates assets or services, including as a result of: • failure to successfully negotiate collective bargaining agreements ◦ weak macroeconomic conditions with the unions representing a substantial portion of our employees ◦ weak market conditions in our customers' businesses • asset impairment charges we may be required to recognize ◦ declines in harvest or production volumes • deterioration of conditions in the capital markets, reductions in ◦ adverse changes in the price of, or demand for, our credit ratings, or increases in our financing costs commodities • competitive factors in our primary markets, including competitors ◦ changes in railroad operations or efficiency with a significantly lower cost of capital than GATX ◦ changes in supply chains • risks related to our international operations and expansion into ◦ availability of pipelines, trucks, and other alternative new geographic markets, including the imposition of new or modes of transportation additional tariffs, quotas, or trade barriers ◦ other operational or commercial needs or decisions of our • changes in, or failure to comply with, laws, rules, and regulations customers • inability to obtain cost-effective insurance • higher costs associated with increased railcar assignments • environmental remediation costs following non-renewal of leases, customer defaults, and compliance • inadequate allowances to cover credit losses in our portfolio maintenance programs or other maintenance initiatives • inability to maintain and secure our information technology • events having an adverse impact on assets, customers, or regions infrastructure from cybersecurity threats and related disruption of our where we have a concentrated investment exposure business • financial and operational risks associated with long-term railcar purchase commitments, including increased costs due to tariffs or trade disputes • reduced opportunities to generate asset remarketing income 1 PART I - FINANCIAL INFORMATION Item 1. Financial Statements GATX CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Unaudited) (In millions, except share data) September 30 December 31 2018 2017 Assets Cash and Cash Equivalents $ 254.5 $ 296.5 Restricted Cash 4.1 3.2 Receivables Rent and other receivables 85.2 83.4 Finance leases 129.0 136.1 Less: allowance for losses (6.5) (6.4) 207.7 213.1 Operating Assets and Facilities 9,262.9 9,045.4 Less: allowance for depreciation (2,965.0) (2,853.3) 6,297.9 6,192.1 Investments in Affiliated Companies 478.5 441.0 Goodwill 83.6 85.6 Other Assets 191.1 190.9 Total Assets $ 7,517.4 $ 7,422.4 Liabilities and Shareholders’ Equity Accounts Payable and Accrued Expenses $ 152.8 $ 154.3 Debt Commercial paper and borrowings under bank credit facilities — 4.3 Recourse 4,397.3 4,371.7 Capital lease obligations 11.6 12.5 4,408.9 4,388.5 Deferred Income Taxes 890.7 853.7 Other Liabilities 227.0 233.2 Total Liabilities 5,679.4 5,629.7 Shareholders’ Equity Common stock, $0.625 par value: Authorized shares — 120,000,000 Issued shares — 67,325,950 and 67,083,149 Outstanding shares — 37,632,377 and 37,895,641 41.6 41.6 Additional
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