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GATX Corp. – ‘10-K’ for 12/31/23 – ‘EX-97’

On:  Friday, 2/16/24, at 12:38pm ET   ·   For:  12/31/23   ·   Accession #:  40211-24-23   ·   File #:  1-02328

Previous ‘10-K’:  ‘10-K’ on 2/16/23 for 12/31/22   ·   Latest ‘10-K’:  This Filing   ·   23 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size

 2/16/24  GATX Corp.                        10-K       12/31/23  147:21M

Annual Report   —   Form 10-K   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   3.04M 
 2: EX-10.1     Material Contract                                   HTML     37K 
 3: EX-21       Subsidiaries List                                   HTML     42K 
 4: EX-23       Consent of Expert or Counsel                        HTML     38K 
 8: EX-97       Clawback Policy re: Recovery of Erroneously         HTML     46K 
                Awarded Compensation                                             
 5: EX-31.1     Certification -- §302 - SOA'02                      HTML     40K 
 6: EX-31.2     Certification -- §302 - SOA'02                      HTML     40K 
 7: EX-32       Certification -- §906 - SOA'02                      HTML     39K 
14: R1          Document and Entity Information                     HTML    108K 
15: R2          Audit Information                                   HTML     42K 
16: R3          Consolidated Balance Sheets                         HTML    144K 
17: R4          Consolidated Balance Sheets (Parenthetical)         HTML     52K 
18: R5          Consolidated Statements of Comprehensive Income     HTML    140K 
19: R6          Consolidated Statements of Cash Flows               HTML    133K 
20: R7          Consolidated Statements of Changes in               HTML    107K 
                Shareholders' Equity                                             
21: R8          Accounting Changes                                  HTML     57K 
22: R9          Significant Accounting Policies                     HTML     96K 
23: R10         Supplemental Cash Flow and Noncash Investing        HTML     45K 
                Transactions                                                     
24: R11         Operating Assets and Facilities                     HTML     61K 
25: R12         Leases Lessor, Operating Leases (Notes)             HTML    261K 
26: R13         Investments in Affiliated Companies                 HTML    146K 
27: R14         Debt                                                HTML    120K 
28: R15         Fair Value Disclosure                               HTML    117K 
29: R16         Asset Impairments and Assets Held for Sale (Notes)  HTML     59K 
30: R17         Pension and Other Post-Retirement Benefits          HTML    240K 
31: R18         Share-Based Compensation                            HTML     91K 
32: R19         Income Taxes                                        HTML    130K 
33: R20         Concentrations                                      HTML     42K 
34: R21         Commercial Commitments                              HTML     48K 
35: R22         Earnings Per Share                                  HTML     66K 
36: R23         Goodwill                                            HTML     46K 
37: R24         Allowance for Losses                                HTML     46K 
38: R25         Other Assets and Other Liabilities                  HTML     59K 
39: R26         Shareholders' Equity                                HTML     47K 
40: R27         Accumulated Other Comprehensive Income (Loss)       HTML     71K 
41: R28         Foreign Operations                                  HTML     54K 
42: R29         Legal Proceedings and Other Contingencies           HTML     54K 
43: R30         Financial Data of Business Segments                 HTML    269K 
44: R31         Pay vs Performance Disclosure                       HTML     49K 
45: R32         Insider Trading Arrangements                        HTML     43K 
46: R33         Significant Accounting Policies (Policies)          HTML    140K 
47: R34         Significant Accounting Policies (Tables)            HTML     49K 
48: R35         Supplemental Cash Flow and Noncash Investing        HTML     44K 
                Transactions (Tables)                                            
49: R36         Operating Assets and Facilities (Tables)            HTML     60K 
50: R37         Leases (Tables)                                     HTML    112K 
51: R38         Investments in Affiliated Companies (Tables)        HTML    271K 
52: R39         Debt (Tables)                                       HTML    105K 
53: R40         Fair Value Disclosure (Tables)                      HTML    136K 
54: R41         Pension and Other Post-Retirement Benefits          HTML    253K 
                (Tables)                                                         
55: R42         Share Based Compensation (Tables)                   HTML     86K 
56: R43         Income Taxes (Tables)                               HTML    128K 
57: R44         Commercial Commitments (Tables)                     HTML     45K 
58: R45         Allowance for Losses (Tables)                       HTML     46K 
59: R46         Shareholders' Equity (Tables)                       HTML     41K 
60: R47         Accumulated Other Comprehensive Income (Loss)       HTML     71K 
                (Tables)                                                         
61: R48         Foreign Operations (Tables)                         HTML     55K 
62: R49         Financial Data of Business Segments (Tables)        HTML    262K 
63: R50         Description of Business (Details)                   HTML     46K 
64: R51         Accounting Changes Pension and Post-Retirement      HTML     66K 
                Benefits (Details)                                               
65: R52         Significant Accounting Policies (Details 1)         HTML     79K 
66: R53         Significant Accounting Policies (Gain on Asset      HTML     47K 
                Dispositions) (Details)                                          
67: R54         Significant Accounting Policies (Details Textual)   HTML     41K 
68: R55         Significant Accounting Policies - Operating Assets  HTML     63K 
                and Facilities (Details)                                         
69: R56         Significant Accounting Policies Foreign Currency    HTML     40K 
                (Details)                                                        
70: R57         Supplemental Cash Flow and Noncash Investing        HTML     49K 
                Transactions (Details)                                           
71: R58         Supplemental Cash Flow and Noncash Investing        HTML     41K 
                Transactions (Details Textual)                                   
72: R59         Operating Assets and Facilities (Details)           HTML     62K 
73: R60         Operating Assets and Facilities (Details1)          HTML     49K 
74: R61         Leases (Details)                                    HTML     62K 
75: R62         Leases (Details 2)                                  HTML     41K 
76: R63         Leases (Details 3)                                  HTML     66K 
77: R64         Leases (Details Textual)                            HTML     45K 
78: R65         Leases Lease cost (Details)                         HTML     44K 
79: R66         Leases Lessee, Schedule of Finance Leases           HTML     41K 
                (Details)                                                        
80: R67         Leases Lessee, Lease Terms and Discount Rates       HTML     42K 
                (Details)                                                        
81: R68         Leases Cash paid for amounts included in the        HTML     47K 
                measurement of lease liabilities (Details)                       
82: R69         Leases Future Contractual Receipts (Details)        HTML     63K 
83: R70         Leases - Maturity Schedule (Details)                HTML     76K 
84: R71         Investments in Affiliated Companies (Significant    HTML     62K 
                Investments in Affiliates) (Details 1)                           
85: R72         Investments in Affiliated Companies (Share of       HTML     57K 
                Affiliate Earnings) (Details 2)                                  
86: R73         Investments in Affiliated Companies (Investments    HTML     55K 
                and Distributions) (Details 3)                                   
87: R74         Investments in Affiliated Companies (Operating      HTML     64K 
                Results, Affiliates) (Details 4)                                 
88: R75         Investments in Affiliated Companies (Balance        HTML     91K 
                Sheet, Affiliates) (Details 5)                                   
89: R76         Investments in Affiliated Companies (Summarized     HTML    166K 
                Financial Data-RRPF) (Details 6)                                 
90: R77         Investments in Affiliated Companies (Future Lease   HTML     65K 
                Receipts) (Details 7)                                            
91: R78         Investments in Affiliated Companies (Future Debt    HTML     69K 
                Maturities) (Details 8)                                          
92: R79         Investments in Affiliated Companies (Textual)       HTML     72K 
                (Details)                                                        
93: R80         Debt (Details)                                      HTML    159K 
94: R81         Debt (Details 1)                                    HTML     65K 
95: R82         Debt (Details Textual)                              HTML     67K 
96: R83         Fair Value Disclosure (Details)                     HTML     82K 
97: R84         Fair Value Disclosure (Details 1)                   HTML     81K 
98: R85         Fair Value Disclosure (Details 3)                   HTML     55K 
99: R86         Fair Value Disclosure (Details Textual)             HTML     44K 
100: R87         Fair Value Disclosure - Narrative (Details)         HTML     77K  
101: R88         Fair Value Disclosure Fair Value Disclosure -       HTML     75K  
                Assets and Liabilities Measured on a Recurring                   
                Basis (Details)                                                  
102: R89         Fair Value Disclosure Fair Value Disclosure -       HTML     58K  
                Amounts Recorded on Balance Sheet Related to                     
                Cumulative Basis Adjustments (Details)                           
103: R90         Fair Value Disclosure Fair Value Disclosure -       HTML     61K  
                Impacts of Derivative Instrument on Statement of                 
                Comprehensive Income (Details)                                   
104: R91         Fair Value Disclosure Fair Value Disclosure -       HTML     58K  
                Impact of Cash Flow and Hedge Accounting                         
                Relationships (Details)                                          
105: R92         Fair Value Disclosure Fair Value Disclosure -       HTML     48K  
                Other Financial Instruments (Details)                            
106: R93         Asset Impairments and Assets Held for Sale          HTML     63K  
                (Details)                                                        
107: R94         Asset Impairments and Assets Held for Sale Asset    HTML     45K  
                Held For Sale (Details)                                          
108: R95         Pension and Other Post Retirement Benefits -        HTML     66K  
                Narrative (Details)                                              
109: R96         Pension and Other Post-Retirement Benefits -        HTML    109K  
                Pension Obligations, Plan Assets, and Other                      
                Post-retirement Obligations (Details)                            
110: R97         Pension and Other Post-Retirement Benefits -        HTML     49K  
                Projected and Accumulated Benefit Obligations                    
                (Details)                                                        
111: R98         Pension and Other Post-Retirement Benefits -        HTML     66K  
                Components of Net Periodic Cost (Benefit)                        
                (Details)                                                        
112: R99         Pension and Other Post-Retirement Benefits -        HTML     81K  
                Assumptions (Details)                                            
113: R100        Pension and Other Post-Retirement Benefits -        HTML     55K  
                Assumed Health Care Cost Trend Rates (Details)                   
114: R101        Pension and Other Post-Retirement Benefits -        HTML     59K  
                Weighted Average Asset Allocations of Domestic                   
                Funded Plans (Details)                                           
115: R102        Pension and Other Post-Retirement Benefits -        HTML     52K  
                Weighted Average Asset Allocations of Foreign                    
                Funded (Details)                                                 
116: R103        Pension and Other Post-Retirement Benefits - Fair   HTML     49K  
                Value Pension Plan Assets (Details)                              
117: R104        Pension and Other Post-Retirement Benefits -        HTML     60K  
                Expected Benefit Plan Payments (Details)                         
118: R105        Share Based Compensation - Weighted Average and     HTML     53K  
                Assumptions (Details)                                            
119: R106        Share Based Compensation - Outstanding Options and  HTML     64K  
                Rights (Details)                                                 
120: R107        Share Based Compensation - Aggregate Intrinsic      HTML     60K  
                Value (Details)                                                  
121: R108        Share-Based Compensation Share-Based Compensation   HTML     74K  
                - Restricted Stock and Performance Shares                        
                (Details)                                                        
122: R109        Share Based Compensation (Details Textual)          HTML    118K  
123: R110        Income Taxes (Details)                              HTML    105K  
124: R111        Income Taxes (Details 1)                            HTML     51K  
125: R112        Income Taxes (Details 2)                            HTML     84K  
126: R113        Income Taxes (Details 3)                            HTML     67K  
127: R114        Income Taxes (Details Textual)                      HTML     71K  
128: R115        Concentrations (Details)                            HTML     64K  
129: R116        Commercial Commitments (Details)                    HTML     47K  
130: R117        Commercial Commitments (Details Textual)            HTML     39K  
131: R118        Earnings Per Share (Details)                        HTML     87K  
132: R119        Goodwill (Details)                                  HTML     54K  
133: R120        Allowance for Losses (Details)                      HTML     48K  
134: R121        Allowance for Losses (Details Textual)              HTML     40K  
135: R122        Other Assets and Other Liabilities (Details)        HTML     65K  
136: R123        Other Assets and Other Liabilities (Details 1)      HTML     60K  
137: R124        Shareholders' Equity (Details)                      HTML     82K  
138: R125        Accumulated Other Comprehensive Income (Loss)       HTML     64K  
                (Details)                                                        
139: R126        Foreign Operations (Details)                        HTML     66K  
140: R127        Legal Proceedings and Other Contingencies           HTML     48K  
                (Details)                                                        
141: R128        Financial Data of Business Segments - Additional    HTML     49K  
                Information (Details)                                            
142: R129        Financial Data of Busines Segments (Details)        HTML    175K  
144: XML         IDEA XML File -- Filing Summary                      XML    279K  
147: XML         XBRL Instance -- gmt-20231231_htm                    XML   4.31M  
143: EXCEL       IDEA Workbook of Financial Report Info              XLSX    286K  
10: EX-101.CAL  XBRL Calculations -- gmt-20231231_cal                XML    311K 
11: EX-101.DEF  XBRL Definitions -- gmt-20231231_def                 XML   2.05M 
12: EX-101.LAB  XBRL Labels -- gmt-20231231_lab                      XML   3.40M 
13: EX-101.PRE  XBRL Presentations -- gmt-20231231_pre               XML   2.64M 
 9: EX-101.SCH  XBRL Schema -- gmt-20231231                          XSD    362K 
145: JSON        XBRL Instance as JSON Data -- MetaLinks              882±  1.32M  
146: ZIP         XBRL Zipped Folder -- 0000040211-24-000023-xbrl      Zip   1.53M

‘EX-97’   —   Clawback Policy re: Recovery of Erroneously Awarded Compensation

This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]

 C: 
  exhibit97  
1 GATX CORPORATION POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION Board Company this Policy for Recovery of Erroneously Awarded Policy October 2, 2023 Effective Date . Capitalized terms used in this Policy but not otherwise defined herein are defined in Section 10. 1. Persons Subject to Policy This Policy shall apply to current and former Officers of the Company. 2. Compensation Subject to Policy This Policy shall apply to Incentive-Based Compensation received on or after the Effective Date. For purposes of this Policy, the date on which Incentive- shall be determined under the Applicable , which generally provide that Incentive-Based when the relevant Financial Reporting Measure is attained or satisfied, without regard to whether the grant, vesting or payment of the Incentive-Based Compensation occurs after the end of that period. 2. Recovery of Compensation In the event that the Company is required to prepare a Restatement, the Company shall recover, reasonably promptly, the portion of any Incentive-Based Compensation that is Erroneously Awarded Compensation, unless the Committee has determined that recovery would be Impracticable. Recovery shall be required in accordance with the preceding sentence regardless of whether the applicable Officer engaged in misconduct or otherwise caused or contributed to the requirement for the Restatement and regardless of whether or when restated financial statements are filed by the Company. For clarity, the recovery of Erroneously Awarded Compensation under this Policy will not give rise to an right to voluntarily terminate employment for good due to (or any similar term of like effect) under any plan, program or policy of or agreement with the Company or any of its affiliates. 3. Manner of Recovery; Limitation on Duplicative Recovery The Committee shall, in its sole discretion, determine the manner of recovery of any Erroneously Awarded Compensation, which may include, without limitation, reduction or cancellation by the Company or an affiliate of the Company of Incentive-Based Compensation or Erroneously Awarded Compensation, reimbursement or repayment by any person subject to this Policy of the Erroneously Awarded Compensation, and, to the extent permitted by law, an offset of the Erroneously Awarded Compensation against other compensation payable by the Company or an affiliate of the Company to such person. Notwithstanding the foregoing, unless otherwise prohibited by the Applicable Rules, to the extent this Policy provides for recovery of Erroneously Awarded Compensation already recovered by the Company pursuant to Sarbanes-Oxley Act Section 304 or Other Recovery Arrangements, the amount of Erroneously Awarded Compensation

 
2 already recovered by the Company from the recipient of such Erroneously Awarded Compensation may be credited to the amount of Erroneously Awarded Compensation required to be recovered pursuant to this Policy from such person. 4. Administration This Policy shall be administered, interpreted and construed by the Committee, which is authorized to make all determinations necessary, appropriate or advisable for such purpose. The Board may re-vest in itself the authority to administer, interpret and construe this Policy in deemed to be references to the Board. Subject to any permitted review by the applicable national securities exchange or association pursuant to the Applicable Rules, all determinations and decisions made by the Committee pursuant to the provisions of this Policy shall be final, conclusive and binding on all persons, including the Company and its affiliates, shareholders and employees. The Committee may delegate administrative duties with respect to this Policy to one or more directors or employees of the Company, as permitted under applicable law, including any Applicable Rules. 5. Interpretation This Policy will be interpreted and applied in a manner that is consistent with the requirements of the Applicable Rules, and to the extent this Policy is inconsistent with such Applicable Rules, it shall be deemed amended to the minimum extent necessary to ensure compliance therewith. 6. No Indemnification; No Liability The Company shall not indemnify or insure any person against the loss of any Erroneously Awarded Compensation pursuant to this Policy, nor shall the Company directly or indirectly pay or reimburse any person for any premiums for third-party insurance policies that such person may elect to purchase to fund such potential obligations under this Policy. None of the Company, an affiliate of the Company or any member of the Committee or the Board shall have any liability to any person as a result of actions taken under this Policy. 7. Application; Enforceability This Policy shall supersede and replace the GATX Corporation Executive Compensation Recoupment Policy adopted by the Board on January 31, 2009. Otherwise, except as otherwise determined by the Committee or the Board, the adoption of this Policy does not limit, and is intended to apply in addition to, any other clawback, recoupment, forfeiture or similar policies or provisions of the Company or its affiliates, including any such policies or provisions of such effect contained in any employment agreement, bonus plan, incentive plan, equity-based plan or award agreement thereunder or similar plan, program or agreement of the Company or an affiliate or Other Recovery Arrangements . The remedy specified in this Policy shall not be exclusive and shall be in addition to every other right or remedy at law or in equity that may be available to the Company or an affiliate of the Company.

 
3 8. Severability The provisions in this Policy are intended to be applied to the fullest extent of the law; provided, however, to the extent that any provision of this Policy is found to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted, and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required under applicable law. 9. Amendment and Termination The Board may amend, modify or terminate this Policy in whole or in part at any time and from time to time in its sole discretion. This Policy will terminate automatically when the Company does not have a class of securities listed on a national securities exchange or association. 10. Definitions Applicable Rules -1 promulgated thereunder, the listing rules of the national securities exchange or association on which the the Securities and Exchange Commission or any national securities exchange or association on d. Committee Compensation Committee of the Board, as it is responsible for executive compensation decisions, and is comprised solely of independent directors (as determined under the Applicable Rules), or in the absence of such a committee, a majority of the independent directors serving on the Board. Erroneously Awarded Compensation Incentive-Based Compensation received by a current or former Officer that exceeds the amount of Incentive-Based Compensation that would have been received by such current or former Officer based on a restated Financial Reporting Measure, as determined on a pre- Exchange Act amended. Financial Reporting Measure and any measures derived wholly or in part from such measures, including GAAP, IFRS and non- GAAP/IFRS financial measures, as well as stock price and total shareholder return. GAAP IFRS International Accounting Standards Board. Impracticable a) (i) the direct costs paid to third parties to assist in enforcing recovery would exceed the Erroneously Awarded Compensation; provided that the Company (i) has made reasonable attempts to recover the Erroneously Awarded Compensation, (ii) documented

 
4 such attempt(s), and (iii) provided such documentation to the relevant listing exchange or association, (b) to the extent permitted by the Applicable Rules, the recovery would violate the ; provided that the Company has (i) obtained an opinion of home country counsel, acceptable to the relevant listing exchange or association, that recovery would result in such violation, and (ii) provided such opinion to the relevant listing exchange or association, or (c) recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and the regulations thereunder. Incentive-Based Compensation any compensation that is granted, earned, or vested based wholly or in part upon the attainment of one or more Financial Reporting Measures and received by a person: (a) after beginning service as an Officer; (b) who served as an Officer at any time during the performance period for that compensation; (c) while the issuer has a class of its securities listed on a national securities exchange or association; and (d) during the applicable Three-Year Period. Officer serves as an executive officer of the Company, as defined in Rule 10D-1(d) under the Exchange Act. Restatement noncompliance with any financial reporting requirement under securities laws, including restatements that correct an error in previously issued financial statements (a) that is material to the previously issued financial statements or (b) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. Three-Year Period immediately preceding the date that the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare such Restatement, or, if earlier, the date on which a court, regulator or other legally authorized body directs the Company to prepare such Restatement. - n or immediately following the three completed fiscal years identified in the preceding sentence. However, a transition period between comprises a period of nine to 12 months shall be deemed a completed fiscal year.

 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:2/16/244
For Period end:12/31/235
10/2/23
1/31/09
 List all Filings 

2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/28/24  GATX Corp.                        424B5                  2:304K                                   Donnelley … Solutions/FA
 2/27/24  GATX Corp.                        424B3                  1:269K                                   Donnelley … Solutions/FA

21 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/24/23  GATX Corp.                        8-K:1,2,9   5/19/23   12:179K                                   Donnelley … Solutions/FA
 2/16/23  GATX Corp.                        10-K       12/31/22  152:32M
11/01/22  GATX Corp.                        8-K:5,8,9  10/28/22   13:315K                                   Donnelley … Solutions/FA
10/28/22  GATX Corp.                        10-Q        9/30/22   56:24M
 5/26/22  GATX Corp.                        8-K:1,2,9   5/23/22   12:768K                                   Donnelley … Solutions/FA
 4/28/22  GATX Corp.                        10-Q        3/31/22   59:17M
 2/02/22  GATX Corp.                        8-K:5,9     1/28/22   13:4.5M
 5/27/21  GATX Corp.                        8-K:1,2,9   5/21/21   12:803K                                   Donnelley … Solutions/FA
10/30/20  GATX Corp.                        10-Q        9/30/20   70:25M
 2/19/20  GATX Corp.                        10-K       12/31/19  150:24M
 7/27/18  GATX Corp.                        10-Q        6/30/18   54:10M
 5/01/18  GATX Corp.                        10-Q        3/31/18   54:9M
 3/24/17  GATX Corp.                        DEF 14A     5/05/17    1:4.2M                                   Donnelley … Solutions/FA
 2/22/17  GATX Corp.                        10-K       12/31/16  156:27M
 4/28/15  GATX Corp.                        10-Q        3/31/15   61:20M
10/31/13  GATX Corp.                        8-K:5      10/31/13    3:111K
 3/16/12  GATX Corp.                        DEF 14A     4/27/12    1:2.4M                                   Donnelley … Solutions/FA
 2/25/09  GATX Corp.                        10-K       12/31/08   10:2.2M                                   Bowne Boc/FA
 2/24/09  GATX Corp.                        8-K:1,9     2/23/09    2:47K                                    Bowne Boc/FA
 2/29/08  GATX Corp.                        10-K       12/31/07   15:2.1M                                   Bowne Boc/FA
 3/15/04  Gatx Financial Corp.              10-K       12/31/03    7:508K                                   Bowne Boc/FA
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