Statements in this proxy statement not based on historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and, accordingly, involve known and unknown risks and uncertainties that are difficult to predict and could cause our actual results, performance, or achievements to differ materially from those discussed. Forward-looking statements include statements as to our future expectations, beliefs, plans, strategies, objectives, events, conditions, financial performance, prospects, or future events. In some cases, forward-looking statements can be identified by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “outlook,” “continue,” “likely,” “will,” “would”, and similar words and phrases. Forward-looking statements are necessarily based on estimates and assumptions that, while considered reasonable by us and our management, are inherently uncertain. Accordingly, you should not place undue reliance on forward-looking statements, which speak only as of the date they are made, and are not guarantees of future performance. We do not undertake any obligation to publicly update or revise these forward-looking statements.
The following factors, in addition to those discussed under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023 and elsewhere in this report and in our other filings with the SEC, could cause actual results to differ materially from our current expectations expressed in forward-looking statements:
| ● | a significant decline in customer demand for our transportation assets or services, including as a result of: |
|---|
| — | prolonged inflation or deflation |
| — | weak macroeconomic conditions and world trade policies |
| — | weak market conditions in our customers' businesses |
| — | adverse changes in the price of, or demand for, commodities |
| — | changes in railroad operations, efficiency, pricing and service offerings, including those related to "precision scheduled railroading," or labor strikes or shortages |
| — | changes in, or disruptions to, supply chains |
| — | availability of pipelines, trucks, and other alternative modes of transportation |
| — | changes in conditions affecting the aviation industry, including global conflicts, geographic exposure, and customer concentrations |
| — | customers' desire to buy, rather than lease, our transportation assets |
| — | other operational or commercial needs or decisions of our customers |
| ● | inability to maintain our transportation assets on lease at satisfactory rates due to oversupply of assets in the market or other changes in supply and demand |
|---|
| ● | competitive factors in our primary markets, including competitors with significantly lower costs of capital |
|---|
| ● | higher costs associated with increased assignments of our transportation assets following non-renewal of leases, customer defaults, and compliance maintenance programs or other maintenance initiatives |
|---|
| ● | events having an adverse impact on assets, customers, or regions where we have a concentrated investment exposure |
|---|
| ● | financial and operational risks associated with long-term purchase commitments for transportation assets |
|---|
| ● | reduced opportunities to generate asset remarketing income |
|---|
| ● | inability to successfully consummate and manage ongoing acquisition and divestiture activities |
|---|
| ● | reliance on Rolls-Royce in connection with our aircraft spare engine leasing businesses, and the risks that certain factors that adversely affect Rolls-Royce could have an adverse effect on our businesses |
|---|
| ● | potential obsolescence of our assets |
|---|
76GATX CORPORATION* - 2024 Proxy Statement*
FORWARD-LOOKING STATEMENTS
| ● | risks related to our international operations and expansion into new geographic markets, including laws, regulations, tariffs, taxes, treaties, or trade barriers affecting our activities in the countries where we do business |
|---|
| ● | failure to successfully negotiate collective bargaining agreements with the unions representing a substantial portion of our employees |
|---|
| ● | inability to attract, retain, and motivate qualified personnel, including key management personnel |
|---|
| ● | inability to maintain and secure our information technology infrastructure from cybersecurity threats and related disruption of our business |
|---|
| ● | exposure to damages, fines, criminal and civil penalties, and reputational harm arising from a negative outcome in litigation, including claims arising from an accident involving transportation assets |
|---|
| ● | changes in, or failure to comply with, laws, rules, and regulations |
|---|
| ● | environmental liabilities and remediation costs |
|---|
| ● | operational, functional and regulatory risks associated with climate change, severe weather events and natural disasters, and other environmental, social, and governance matters |
|---|
| ● | U.S. and global political conditions and the impact of increased geopolitical tension and wars, including the ongoing war between Russia and Ukraine and resulting sanctions and countermeasures, on domestic and global economic conditions in general, including supply chain challenges and disruptions |
|---|
| ● | prolonged inflation or deflation |
|---|
| ● | fluctuations in foreign exchange rates |
|---|
| ● | deterioration of conditions in the capital markets, reductions in our credit ratings, or increases in our financing costs |
|---|
| ● | the emergence of new variants of COVID-19 or the occurrence of another widespread health crisis and the impact of measures taken in response |
|---|
| ● | inability to obtain cost-effective insurance |
|---|
| ● | changes in assumptions, increases in funding requirements or investment losses in our pension and post-retirement plans |
|---|
| ● | inadequate allowances to cover credit losses in our portfolio |
|---|
| ● | asset impairment charges we may be required to recognize |
|---|
| ● | inability to maintain effective internal control over financial reporting and disclosure controls and procedures |
|---|
| | |
|---|
| | |
|---|
| GATX CORPORATION - 2024 Proxy Statement | 77 |
|---|
