Greenbrier FY2026 earnings fall to $79M from $204M
One customer represented approximately 12% of FY2026 consolidated revenue; 98.0% of owned railcars were on lease as of August 31, 2026.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
The Greenbrier Companies, Inc. (GBX), which makes freight railcars and provides leasing, maintenance and fleet-management services, reported FY2026 revenue of $2,461.1 million, compared with $3,240.2 million in FY2025. Manufacturing revenue was $2,266.5 million, versus $3,046.9 million; Leasing & Fleet Management revenue was $194.6 million, versus $193.3 million. Net earnings attributable to Greenbrier were $79.0 million, versus $204.1 million, and net cash provided by operating activities was $39.6 million, versus $265.7 million.
At August 31, 2026, new railcar backlog was 14,000 units with estimated future revenue value of $2,100 million, compared with 16,600 units and $2,200 million at August 31, 2025. Based on current production schedules, approximately $1.0 billion of backlog railcar sales were scheduled for delivery in 2027, with the remaining amount expected in 2028 and beyond. Greenbrier owned approximately 20,900 railcars as of August 31, 2026.
Cash dividends were $1.32 per share in FY2026, compared with $1.24 in FY2025.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Minor pointFY2026 per-share cash dividends increased to $1.32 from $1.24.
Negative
- Moderate pointFY2026 revenue declined to $2,461.1 million from $3,240.2 million.
- Moderate pointNet earnings attributable to Greenbrier were $79.0 million versus $204.1 million.
- Moderate pointNet cash provided by operating activities: $39.6 million versus $265.7 million.
Filing Explained
Greenbrier’s share of the Portland Harbor cleanup remains unallocated, and the filing says its potential liability cannot yet be determined.
A Form 10-K is the audited annual report; this one reports Greenbrier’s fiscal year ended
For Portland Harbor, the EPA estimates the site-wide cleanup remedy at
Key Figures
Key Terms
syndication financial
equity method of accounting financial
performance obligations financial
interest rate swap agreements financial
non-recourse financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much revenue did GBX report in FY2026?
What were GBX's net earnings in FY2026?
When is GBX's railcar backlog scheduled for delivery?
How much of GBX's 2026 revenue came from one customer?
How much of GBX's owned railcar fleet was on lease?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
or
of the Securities Exchange Act of 1934
for the transition period from ___________ to ___________
Commission File No.
(Exact name of Registrant as specified in its charter)
(State of Incorporation) |
|
(I.R.S. Employer Identification No.) |
(Address of principal executive offices)
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
|
||
Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on Which Registered |
Securities registered pursuant to Section 12(g) of the Act: |
||
|
None |
|
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 (d) of the Act. Yes ☐
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.
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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
☒ |
Accelerated filer □ |
Non-accelerated filer □ |
Smaller reporting company |
Emerging growth company |
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No
Aggregate market value of the registrant’s Common Stock held by non-affiliates as of February 27, 2026 (based on the closing price of such shares on such date) was $
The number of shares outstanding of the registrant’s Common Stock on October 20, 2026 was
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the registrant’s definitive Proxy Statement prepared in connection with the Annual Meeting of Shareholders to be held on January 6, 2027 are incorporated by reference into Part III of this Report.
THE GREENBRIER COMPANIES, INC.
FORM 10-K
TABLE OF CONTENTS
|
|
|
|
PAGE |
|
|
FORWARD-LOOKING STATEMENTS |
|
3 |
|
|
|
|
|
PART I |
|
|
|
|
|
|
|
|
|
Item 1. |
|
BUSINESS |
|
4 |
Item 1A. |
|
RISK FACTORS |
|
11 |
Item 1B. |
|
UNRESOLVED STAFF COMMENTS |
|
26 |
Item 1C. |
|
CYBERSECURITY |
|
26 |
Item 2. |
|
PROPERTIES |
|
28 |
Item 3. |
|
LEGAL PROCEEDINGS |
|
28 |
Item 4. |
|
MINE SAFETY DISCLOSURES |
|
28 |
|
|
INFORMATION ABOUT OUR EXECUTIVE OFFICERS |
|
29 |
|
|
|
|
|
PART II |
|
|
|
|
|
|
|
|
|
Item 5. |
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
|
30 |
Item 6. |
|
RESERVED |
|
31 |
Item 7. |
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
|
32 |
Item 7A. |
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
|
45 |
Item 8. |
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
|
48 |
Item 9. |
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
|
82 |
Item 9A. |
|
CONTROLS AND PROCEDURES |
|
82 |
Item 9B. |
|
OTHER INFORMATION |
|
85 |
Item 9C. |
|
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS |
|
85 |
|
|
|
|
|
PART III |
|
|
|
|
|
|
|
|
|
Item 10. |
|
DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
|
86 |
Item 11. |
|
EXECUTIVE COMPENSATION |
|
86 |
Item 12. |
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS |
|
86 |
Item 13. |
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE |
|
86 |
Item 14. |
|
PRINCIPAL ACCOUNTING FEES AND SERVICES |
|
86 |
|
|
|
|
|
PART IV |
|
|
|
|
|
|
|
|
|
Item 15. |
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
|
87 |
Item 16. |
|
FORM 10-K SUMMARY |
|
92 |
|
|
SIGNATURES |
|
93 |
2
Forward-Looking Statements
This Annual Report on Form 10-K contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
Many of these risks and other factors are beyond our ability to control or predict. Words such as "ability," “allow,” “anticipate,” “believe,” “committed,” “can,” “continue,” “could,” “designed,” “estimate,” “evolve,” “expect,” “foreseeable”, “future,” “goal,” “impact,” “improve,” “indicate,” “intend,” “likely,” “long-term,” “may,” “ongoing,” “periodically,” “pending,” “plan,” “potential,” “provide,” “result,” “schedule,” “seek,” “should,” “strategy,” "target," “trend,” “will,” “would,” and similar expressions identify forward-looking statements. In addition, statements regarding expectations of cost savings or our ability to navigate current challenges, or any other statements that explicitly or implicitly draw trends in our performance or the markets in which we operate, or characterize future events or circumstances, are forward-looking statements.
These risks and uncertainties, as well as other risks and uncertainties that could cause our actual results to differ significantly from management’s expectations, are described in greater detail in Item 1A, “Risk Factors,” Item 1, “Business – Backlog,” Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Item 9A. “Controls and Procedures – Inherent Limitations on Effectiveness of Controls.” Forward-looking statements are based on currently available operating, financial and market information and are inherently uncertain. Investors 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. Actual future results and trends may differ materially from such forward-looking statements. Except as otherwise required by law, we do not assume any obligation to update any forward-looking statements.
3
PART I
Item 1. BUSINESS
Introduction
We are a leading international supplier of equipment and services to global freight transportation markets. Through our wholly-owned subsidiaries and consolidated and unconsolidated joint ventures, we design, build and market freight railcars in North America, Europe and Brazil. We are a leading provider of freight railcar wheel services, component parts, maintenance and sustainable conversion services in North America. We own a lease fleet of railcars that originate primarily from our manufacturing operations. We offer railcar management, regulatory compliance services and leasing services to railroads and other railcar owners in North America.
We operate an integrated business model that combines freight car manufacturing, wheel services, railcar maintenance, component parts, leasing and fleet management services. Our model is designed to provide customers with a comprehensive set of freight car product and service solutions by utilizing our substantial engineering, mechanical and technical capabilities, as well as our experienced commercial personnel. Our integrated model allows us to develop cross-selling opportunities and synergies among our reportable segments thereby enhancing our margins. We believe our integrated model is difficult to duplicate and provides greater value for our customers and investors.
Effective September 1, 2025, we changed our measurement basis for allocating revenue and expenses associated with syndication activity between the Manufacturing and Leasing & Fleet Management reportable segments. This change reflects the information currently provided to our chief operating decision maker (CODM) to assess performance and allocate resources and had no impact on our consolidated results of operations or financial position. Prior period segment results have been recast to conform to the current period presentation. See Note 16 – Segment Information to the Consolidated Financial Statements for additional information on our reportable segments.
References in this Annual Report on Form 10-K to the “Company,” “Greenbrier,” “we,” “us” and “our” refer to The Greenbrier Companies, Inc. and, where appropriate, its subsidiaries. All references to years refer to the fiscal years ended August 31st unless otherwise noted.
The Greenbrier Companies, Inc., is incorporated in Oregon. Our principal executive offices are located at One Centerpointe Drive, Suite 200, Lake Oswego, Oregon 97035. Our telephone number is (503) 684-7000 and our Internet website is located at http://www.gbrx.com. Information contained on our website is not part of or incorporated into this Form 10-K or any other filings with the Securities and Exchange Commission (SEC).
Products and Services
Manufacturing Segment
North American Manufacturing - We manufacture a broad range of freight railcar types used in the North American market. We also place railcars on lease to customers and sell the railcars with leases attached to investors (syndicate railcars). We continue to develop product features and capabilities based on customer and market requirements. The primary products we produce for the North American market are:
Freight Railcars - We manufacture a variety of covered hopper cars used to transport food-grade products, grain, fertilizer, cement, minerals and plastic pellets, as well as gondolas and open-top hoppers for steel, metals, scrap and aggregates. We also produce boxcars for the transportation of paper products, perishables and general merchandise. Our flat car offerings include center partition cars for forest products and heavy-duty flat cars.
Tank Cars - We manufacture a variety of tank cars, including general-purpose, pressurized, coiled, lined, insulated and stainless-steel designs. These railcars are used to transport hazardous and non-hazardous commodities, including petroleum products, ethanol, liquefied petroleum gas, petrochemicals, caustic soda, chlorine, fertilizers, vegetable oils, biodiesel and other products.
4
Intermodal Railcars - We manufacture a portfolio of intermodal railcars, including our Maxi-Stack® I and Maxi-Stack® IV double-stack railcars. These railcars are designed to transport containers stacked two-high on a single platform.
Automotive - We manufacture railcar equipment designed for the transportation of light vehicles. Our automotive offerings include the Auto-Max® II, Multi-MaxTM and Multi-Max PlusTM products, which are designed to transport automobiles, CUVs, SUVs, trucks and high-sided vans.
Sustainable ConversionsTM - We provide railcar conversion services that repurpose existing railcars for alternative service applications. These services include rebodying or stretching covered hoppers for larger cubic-capacity service, re-racking or converting autoracks and performing tank car retrofits to address regulatory requirements.
Component Parts - Our component parts facilities manufacture and recondition railcar components, including cushioning units, couplers, yokes, bolsters, gates, valves and other parts.
Wheel Services - We operate wheel service facilities in North America that provide wheel and axle reconditioning services, as well as new axle machining, finishing and downsizing.
Railcar Maintenance - We operate a railcar maintenance network in North America that includes Association of American Railroads (AAR) certified facilities. These facilities perform maintenance services for third-party customers and our leased and managed railcar fleets.
European Railcar Manufacturing - Our European manufacturing operations produce a variety of freight wagon types, including box, car carrier, covered, flat, hopper, intermodal, steel products and specialty wagons. In addition, our European manufacturing operations produce a comprehensive line of pressurized tank wagons for liquid petroleum, liquefied petroleum gas, chlorine and ammonia and non-pressurized tank cars for light oil, chemicals and other products, and are a leading manufacturer of bogies and other key components. We offer a full range of leasing options for a variety of freight and tank wagons that we produce, along with wagon repair and maintenance services.
Leasing & Fleet Management Segment
Leasing - We operate a railcar leasing business in North America. Our relationships with financial institutions and operating lessors combined with our ownership of a lease fleet of approximately 20,900 railcars enable us to offer flexible leases to our customers, including operating leases of varied intervals and “per diem” leases. The percentage of owned units on lease was 98.0% as of August 31, 2026 with an average remaining lease term of 2.5 years and an average age of 10.9 years. We also originate leases of railcars, which are either newly built or refurbished by our operations. These may be held in the fleet or sold with attached leases to financial institutions or other investors, typically with multi-year management services agreements. As an equipment owner and an originator of leases, we participate principally in the operating lease segment of the market. Assets from our owned lease fleet are periodically sold to accommodate customer demand, manage risk and maintain liquidity.
Fleet Management - Our North American management services business offers a comprehensive suite of software and services including railcar maintenance management, railcar accounting services (such as billing and revenue collection, car hire receivable and payable administration), total fleet management (including railcar tracking using proprietary software), fleet logistics, administrative services and railcar remarketing. We currently provide management services for fleets of railcars owned by railroads, shippers, carriers, institutional investors and other leasing and transportation companies in North America. In addition, our Regulatory Services Group offers regulatory, engineering, process consulting and advocacy support to the tank car owner and shipper community, among other services. Our management services business is responsible for the maintenance and administration of our railcar fleet.
Unconsolidated Affiliates
United States (U.S.) Axle Manufacturing - We have a 41.9% interest in Axis, LLC (Axis), a joint venture that manufactures and sells axles to its joint venture partners for use and distribution both domestically and internationally.
Brazilian Railcar Manufacturing - We have a 60% ownership interest in Greenbrier Maxion-Equipamentos e Serviços Ferroviários S.A. (Greenbrier-Maxion), a leading railcar manufacturer in South America, based in
5
Hortolandia, Brazil. Greenbrier-Maxion also assembles bogies and offers a range of aftermarket services including railcar overhaul and refurbishment. We do not consolidate Greenbrier-Maxion for financial reporting purposes and account for our interest under the equity method of accounting as the entity’s governance provisions require that all significant decisions of Greenbrier-Maxion are subject to shared consent of its shareholders.
Brazilian Castings and Component Parts Manufacturing - We have a 29.5% ownership interest in Amsted-Maxion Fundição e Equipamentos Ferroviários S.A. (Amsted-Maxion) based in Cruzeiro, Brazil. Amsted-Maxion is a manufacturer of various castings and wheel components for railcars and other heavy industrial equipment. Amsted-Maxion has a 40% ownership position in Greenbrier-Maxion and is integrated with the operations of our Brazilian railcar manufacturer.
Other Unconsolidated Affiliates - We have other unconsolidated affiliates which primarily include joint ventures that produce rail and industrial components, all of which are presented in Investment in unconsolidated affiliates on the Consolidated Balance Sheets.
Backlog
The following table depicts our reported railcar backlog subject to third-party sale or lease in number of railcars and estimated future revenue value attributable to such backlog, at the dates shown:
|
|
August 31, |
|
|||||||||
|
|
2026 |
|
|
2025 |
|
|
2024 |
|
|||
New railcar backlog units 1 |
|
|
14,000 |
|
|
|
16,600 |
|
|
|
26,700 |
|
Estimated future revenue value (in millions) 2 |
|
$ |
2,100 |
|
|
$ |
2,200 |
|
|
$ |
3,400 |
|
|
|
|
|
|
|
|
|
|
|
|||
1 Each platform of a railcar is treated as a separate unit.
2 Subject to change based on finalization of product mix.
Approximately 9% of backlog units and 8% of estimated value as of August 31, 2026 were associated with our Brazilian railcar manufacturing operations, which are accounted for under the equity method.
Based on current production schedules, approximately $1.0 billion of railcar sales in the August 31, 2026 backlog are scheduled for delivery in 2027 while the remaining amount is expected to be recognized in 2028 and beyond.
Our backlog includes approximately $740 million of railcars intended for syndication which are supported by lease agreements with external customers and may be syndicated to third parties or held in our lease fleet, depending on a variety of factors.
Our backlog of railcar units is not necessarily indicative of future results of operations. Certain orders in backlog are subject to customary documentation and completion of terms. Customers may attempt to cancel or modify orders in backlog. Historically, little variation has been experienced between the quantity ordered and the quantity actually delivered, though the timing of deliveries may be modified from time to time.
Customers
Customers across our reportable segments include railroads, leasing companies, financial institutions, shippers, carriers and transportation companies. We have strong, long-term relationships with many of our customers. We believe that our customers’ preference for high quality products, our technological leadership in developing innovative products, our focus on being highly responsive to our customers' needs and competitive pricing of our railcars have helped us maintain our long-standing relationships with our customers.
In 2026, revenue from one customer accounted for approximately 12% of Consolidated Revenue which represented 13% of Manufacturing Revenue and 3% of Leasing & Fleet Management Revenue. No other customer accounted for greater than 10% of Consolidated Revenue.
6
Raw Materials and Components
Our products require a supply of materials including steel and specialty components such as brakes, wheels and axles. Specialty components purchased from third parties represent a significant amount of the cost of most freight cars. Our customers often specify particular components and suppliers of such components. Although the number of alternative suppliers of certain specialty components has declined in recent years, there are at least two available suppliers for substantially all of our components.
Certain materials and components are periodically in short supply which could potentially impact production at our facilities. In an effort to mitigate shortages and reduce supply chain costs, we have entered into strategic alliances and multi-year arrangements for the global sourcing of certain materials and components. We have expanded our insourcing capacity in Mexico and operate a replacement component parts business, which aids in our vertical integration, and we continue to pursue strategic opportunities to protect and enhance our supply chain. We periodically make advance purchases to avoid possible shortages of material due to capacity limitations of component suppliers, shipping and transportation delays and possible price increases.
In 2026, the top ten suppliers for all inventory purchases accounted for approximately 44% of total purchases. The top supplier accounted for 14% of total inventory purchases in 2026. No other supplier accounted for more than 10% of total inventory purchases. We believe we maintain good relationships with our suppliers.
Competition
We believe we are currently one of the two largest railcar manufacturers in North America. There are also a handful of specialty builders serving specific market segments. In Europe, we believe we are in the top tier of railcar manufacturers. Through our 60% ownership interest in Greenbrier-Maxion, we are a leading railcar manufacturer in South America. Competition may also include manufacturers located outside our customers' geographic regions. In the railcar markets we serve, competition is based on factors that include product quality, price, delivery performance, product design capabilities, customer relationships and service.
Competition in the wheel services, maintenance and component parts businesses varies by product and service offering. We compete primarily on the basis of quality, delivery performance, customer service, shop locations, price and engineering expertise.
There are at least twenty institutions in North America that provide railcar leasing and/or services similar to ours. Many of them are also customers that buy new railcars from our manufacturing facilities and used railcars from our lease fleet, as well as utilize our management and maintenance services. We compete primarily on the basis of quality, price, delivery performance, reputation, service offerings and deal structuring and syndication ability. We believe our strong servicing capability and our ability to sell railcars with a lease attached (syndicate railcars), integrated with our manufacturing, maintenance shops, railcar specialization and expertise in particular lease structures provide a strong competitive advantage.
Marketing and Product Development
In North America, we utilize an integrated marketing and sales approach to support customer relationships across our businesses. We provide railcar products, services and financing solutions designed to meet a range of customer requirements, including the acquisition of new equipment, conversions of existing equipment and outsourced maintenance or fleet management services. Customer solutions may include combinations of railcar manufacturing, leasing, conversion, maintenance, fleet management and remarketing services. We also provide maintenance management, equipment management, accounting and compliance services, as well as proprietary software solutions.
In Europe and South America, we maintain relationships with customers through market-specific sales personnel. Our engineering and technical staff works closely with their customer counterparts on the design and certification of railcars. Many European railroads are state-owned and are subject to European Union (EU) regulations covering the tender of government contracts. In Brazil, the government grants long-term concession contracts to private companies to operate and invest in Brazil’s freight rail network.
7
We evaluate customer requirements and market trends to identify opportunities for product and service development. Marketing and engineering personnel collaborate to evaluate opportunities and develop new products and services intended to address evolving customer requirements. Research and development costs incurred during the years ended August 31, 2026, 2025 and 2024 were $5.9 million, $5.5 million and $5.2 million, respectively.
Human Capital
With the oversight of the Board of Directors (Board), our Chief Executive Officer (CEO) and senior leadership are thoughtfully invested in our global workforce. We regularly review our priorities and progress in each of the areas highlighted below.
We depend on a highly skilled workforce of approximately 10,000 employees of which approximately half reside in Mexico. Individuals across multiple locations who have technical skills, including experience in welding, engineering, and machine operating, are necessary for us to succeed.
Approximately 5,000 employees are represented by unions, primarily in Mexico and Europe. We believe we have good union relations.
Employee Health and Safety – The safety of our workforce is a cornerstone of our risk management strategy and is critical to our operational success. Workplace safety is managed as a core operational and enterprise risk priority, with corporate oversight supporting consistent expectations across Greenbrier locations. Greenbrier promotes a prevention-focused safety culture through hazard recognition, leadership visibility, accountability and employee participation. During 2026, enhancements to safety culture metrics and communication processes reinforced early risk identification, timely follow-up actions and employee involvement. These activities empower employees to address risks and advance workplace safety performance.
Human Capital Strategy – Our employees are critical to delivering long-term value and achieving our business objectives. We continue to focus on strengthening organizational capability, developing talent, and supporting employee engagement across our global workforce. Our human capital strategy is guided by our Core Values of Safety, Quality, Respect for People and Customer Satisfaction and is designed to support business performance, operational excellence, and long-term sustainability.
Talent Development and Organizational Capability – During 2026, we continued to invest in employee development and leadership capability through Greenbrier University, on-the-job learning, mentorship opportunities, leadership development programs, and other learning resources. These efforts support employee growth while strengthening organizational effectiveness and operational performance.
Leadership and Succession Development – We further advanced our talent management practices by aligning recruiting, onboarding, performance management, talent assessment, succession planning, and employee development through a common leadership competency framework. This approach helps support consistent talent decisions, leadership development, and succession readiness across the organization.
Employee Engagement and Culture – We seek employee feedback through surveys, leadership communications, recognition programs, and ongoing dialogue. In 2026, our biennial global employee survey achieved a 94% participation rate, reflecting strong employee engagement and providing insights that help inform workplace and organizational improvements.
Compensation, Benefits, and Well-Being – We regularly review compensation and benefits programs to remain competitive and support the evolving needs of our workforce. Our rewards programs are designed to attract, retain, and motivate employees through a combination of base pay, performance-based incentives, health and welfare benefits, retirement programs, and well-being resources. Board and Compensation Committee oversight helps ensure these programs remain aligned with company performance and long-term shareholder interests.
Our sustainability reporting provides additional information regarding our human capital programs and workforce initiatives. It can be found on our website. Information contained on or accessible through our website, including our sustainability report, is not incorporated into and does not constitute a part of this filing.
8
Patents and Trademarks
We have a proactive program aimed at protecting our intellectual property and the results from our research and development. We have obtained a number of U.S. and non-U.S. patents of varying duration, and pending patent applications, registered trademarks, copyrights and trade names. We believe that manufacturing expertise, the improvement of existing technology and the development of new products are important in addition to patent protection, in establishing and maintaining a competitive advantage in our market.
Environmental Matters
We are subject to federal, state and local environmental laws and regulations concerning, among other matters, the management and disposal of hazardous substances and wastes, releases to the environment, and the investigation and remediation of contaminated properties. We have programs and procedures intended to promote compliance with applicable environmental laws and regulations.
We are also subject to, and may become subject to additional, climate-related laws, regulations and reporting requirements in the U.S., Europe and other jurisdictions in which we operate, including requirements relating to greenhouse gas emissions and climate-related reporting.
From time to time, we conduct or obtain environmental assessments relating to current and former properties and operations. We evaluate identified environmental matters based on the particular facts and circumstances and may address environmental risks through investigation, remediation, or contractual allocation.
Portland Harbor Superfund Site
We have been identified as a potentially responsible party (PRP) by the U.S. Environmental Protection Agency (EPA) in connection with our former Portland, Oregon manufacturing facility (Portland Property), which is within the boundary of the Portland Harbor Superfund Site. We sold the Portland Property in May 2023.
The EPA’s January 6, 2017 record of decision (ROD) for the Portland Harbor Superfund Site identifies a cleanup remedy that the EPA estimates will take 13 years of active remediation, followed by 30 years of monitoring with an estimated undiscounted cost of $1.7 billion. The EPA typically expects its cost estimates to be accurate within a range of -30% to +50%, but this ROD states that changes in costs are likely to occur. Multiple PRPs and the EPA have been conducting remedial design studies for several years and the work continues. Remedial action will follow remedial design.
Approximately 100 parties, including the State of Oregon and the federal government, are participating in a non-judicial, mediated allocation process to try to allocate costs associated with remediation of the Portland Harbor Superfund Site. Some allocation participants that have received a Special Notice Letter from the EPA, including our company, are discussing remedial action consent decree terms with the EPA and the U.S. Department of Justice.
A suit filed by us and other PRPs against 69 other parties for cost recovery, Arkema Inc. et al v. A & C Foundry Products, Inc. et al, U.S. District Court for the District of Oregon, Case #3:09-cv-453-PK, has been stayed by the court to allow the allocation to proceed, currently through January 14, 2028.
The Confederated Tribes and Bands of the Yakama Nation have sued 30 parties, including our company, for unspecified costs incurred in assessing alleged natural resource damages to the Lower Columbia River and Multnomah Channel from contaminants deposited at the Portland Harbor Superfund Site. Confederated Tribes and Bands of the Yakama Nation v. Air Liquide America Corp., et al., U.S. District Court for the District of Oregon, Portland Division, Case No. 3:17-CV-00164. The Yakama litigation is stayed pending completion of the allocation process under supervision of the Arkema court, currently through January 14, 2028.
Responsibility for funding and implementing the EPA’s selected cleanup remedy will be determined at an unspecified later date as part of the allocation process. We also continue to investigate potential historical sources of contamination from the Portland Property to the Willamette River under oversight from the Oregon Department of Environmental Quality. Because environmental investigations are still underway, sufficient information is currently not available to determine our liability, if any, for cleanup costs or damages to natural resources.
Any of the above matters could adversely affect our business and Consolidated Financial Statements. However, any contamination or exacerbation of contamination that occurs after the sale of the Portland Property will be the liability of the current and future owners and operators of the Portland Property.
9
Regulation
Our operations and products are subject to regulations administered by the U.S. Department of Homeland Security (DHS) and the administrative agencies it oversees including U.S. Customs and Border Protection (CBP), the U.S. Department of Transportation (USDOT) and the administrative agencies it oversees, including the Federal Railroad Administration (FRA) and the Pipeline and Hazardous Materials Safety Administration (PHMSA) in the U.S. and Transport Canada (TC) in Canada. FRA, PHMSA and TC administer and enforce laws and regulations relating to railroad safety. Products sold and leased by us in North America must meet AAR, TC, PHMSA and FRA standards. More specifically, the transportation of hazardous materials by rail is subject to rigorous oversight by FRA, PHMSA, and DHS. Railroads, acting through the AAR, work in partnership with these and other local, state, and federal entities on hazardous materials-related issues, including train routing, security, tank car design and emergency response. Railroads also require compliance with certain industry best practices that sometimes exceed federal requirements for trains carrying hazardous materials. These regulations govern equipment and safety appliance standards for freight cars and other rail equipment used in interstate and international commerce throughout North America. The AAR promulgates rules and regulations governing the safety and design of equipment, relationships among railroads and other railcar owners with respect to railcars in interchange, and other matters. The AAR also certifies railcar builders and component manufacturers that provide equipment for use on North American railroads. These regulations require maintaining certifications with the AAR as a railcar builder and maintenance provider and component manufacturer.
Our operations are also subject to U.S. customs and trade laws and regulations administered by CBP and other governmental authorities, including antidumping and countervailing duty laws and tariffs imposed under Section 232 of the Trade Expansion Act of 1962 and Section 301 of the Trade Act of 1974. These laws, regulations and trade measures may affect the cost and availability of materials and components used in our products, the importation of our products into the United States and customer demand for our products.
Our operations are subject to health and safety regulations by the U.S. Occupational Safety and Health Administration and the Secretaria del Trabajo y Prevision Social in Mexico. We believe that we employ appropriate precautions to protect our employees and others from workplace injuries and harmful exposure to materials handled and managed at our facilities. However, claims asserted against us for work-related illnesses or injury and the further adoption of occupational safety and health regulations in the U.S. or foreign jurisdictions in which we operate could increase our operating costs. While we do not anticipate having to make material expenditures to remain in substantial compliance with health and safety laws and regulations, we are unable to predict the ultimate cost of compliance.
The regulatory environment in Europe consists of a combination of EU regulations and country-specific regulations, including a harmonized set of Technical Standards for Interoperability of freight wagons throughout the EU. The regulatory environment in Brazil is overseen by the Ministry of Transportation and the National Agency of Ground Transportation. In all other countries, we conform to country-specific regulations where applicable.
Additional Information
We are a public reporting company and file annual, quarterly, current and special reports, proxy statements and other information with the SEC. The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov. Through a link on the Investor Relations section of our website, http://www.gbrx.com, we make available the following filings as soon as reasonably practicable after they are electronically filed with or furnished to the SEC: our Annual Report on Form 10-K; Quarterly Reports on Form 10-Q; Current Reports on Form 8-K; and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended. All such filings are available free of charge. Copies of our Audit Committee Charter, Compensation Committee Charter, Nominating and Corporate Governance Committee Charter, Corporate Governance Guidelines and Code of Business Conduct and Ethics are also available on our website at http://www.gbrx.com. Information contained on our website is not part of or incorporated into this Form 10-K or any other filings with the SEC. In addition, each of the reports and documents listed above are available free of charge by contacting our Investor Relations Department at The Greenbrier Companies, Inc., One Centerpointe Drive, Suite 200, Lake Oswego, Oregon 97035.
10
Item 1A. RISK FACTORS
The following risks could materially and adversely affect our business, financial condition, operating results, liquidity and cash flows, prospects, and stock price. These risks do not identify all risks that we face; other factors, events, or uncertainties currently unknown to us or that we currently do not consider to present significant risks to our business or that emerge in the future could affect us adversely.
Risks Related to Our Business
Economic downturns, economic uncertainty and cyclical downturns in the rail industry may adversely affect demand for our products and services.
Our customers are often able to delay replacing rail equipment during economic downturns. The industry in which we operate is also subject to periodic economic cycles, and customer purchasing trends in our industry can significantly affect demand for our products and services. Factors affecting the level of customer spending for our products and services include general economic conditions, such as inflation, slower economic growth and the potential for a recession and other factors such as business confidence in future economic conditions, changing trade policies and the availability and cost of efficient capital, among other factors. Domestic and worldwide economic conditions remain uncertain. As global economic conditions continue to be volatile or economic uncertainty increases, trends in business spending may become increasingly unpredictable and subject to reductions and fluctuations. During industry downturns, the rate at which we convert backlog to revenue may decrease and we may slow or halt production at some of our facilities. Unfavorable economic conditions may lead our customers to delay or reduce purchases of our products and services, result in lower sales volumes, lower prices, lower lease utilization rates, and decreased revenues and profits.
Changes in global trade policies, including the imposition of tariffs under Section 232 of the U.S. Trade Expansion Act of 1962, anti-dumping duties under the U.S. Tariff Act of 1930, and uncertainty regarding the future of the United States Mexico Canada Agreement (USMCA), have increased and may continue to increase our costs, reduce demand for our products and adversely affect our financial condition or results of operations.
In April 2026, the U.S. expanded Section 232 tariffs on steel, aluminum and copper to cover freight rail tank cars and a broad range of rail components, including couplers, axles, air brakes and wheels. These tariffs have caused a material increase in the price of our tank cars to our customers in the U.S.
In May 2026, the CBP issued a Notice of Determination (the Determination) that we evaded antidumping and countervailing duties (AD/CVD) on certain duty orders (the Orders) of certain freight rail couplers (FRCs) attached to newly built railcars during the period of investigation dating to April 2024. The Determination ordered us to rectify any noncompliance with provisions of admission of railcars to which FRCs subject to the Orders were affixed and to henceforth require us to file formal consumption entries for FRCs subject to the Orders. We filed an administrative appeal of the Determination. In September 2026, the CBP affirmed the Determination on administrative review. As a result, the CBP has directed that applicable AD/CVD duties be assessed with respect to covered FRCs dating back to April 2024 and that formal consumption entries be made for covered FRCs going forward. In October 2026, we appealed the Determination to the U.S. Court of International Trade. We intend to vigorously pursue our challenge to the Determination and believe that we have substantial legal defenses. We are fully cooperating with CBP on this matter.
Based on information currently available, we estimate that the range of reasonably possible loss with respect to
AD/CVD duties associated with covered FRCs subject to the Determination is from zero to approximately $110 million, based on covered FRCs identified from April 24, 2024 through September 30, 2026. This estimate remains
subject to refinement as we continue to validate historical information regarding covered FRCs and does not include
potential interest, penalties or other additional assessments.
We could also be subject to additional penalties and future assessments of additional duties or tariffs with respect to imports beyond those presently included in the Determination. The amount of any such penalties, duties or
other assessments, or any interest thereon, cannot currently be reasonably estimated. The outcome and costs of these matters could be significant and may have a material adverse effect on our consolidated results of operations, financial position, or liquidity. Based on the facts and circumstances currently available, including our assessment of the merits of our legal position and pending appeal, we do not believe that a loss is probable. Accordingly, no loss accrual has been recorded in the accompanying consolidated financial statements. Ongoing uncertainty in these areas, including the administration of trade policy in North America, has adversely affected and may continue to adversely affect North American industry-wide demand for new railcars, and therefore, our results of operations. Furthermore, as a result of
11
the Determination, our competitors may be less exposed to tariff impacts, including the Section 232 tariffs, or in a better position to mitigate the increased costs of tariffs.
Additionally, from time to time, businesses in the U.S. petition the Department of Commerce under the U.S. Tariff Act of 1930 to impose anti-dumping duties on products. It is possible that new anti-dumping duties could be imposed on products manufactured or utilized by us and such duties would impose additional compliance risk and costs on our manufacturing process. On September 30, 2026, an antidumping and countervailing duty petition was filed with the U.S. Department of Commerce by a competitor and the U.S. International Trade Commission concerning certain railway tank cars from Mexico. The petitions allege that tank cars produced in Mexico, including at our Mexican manufacturing facilities, are being sold in the United States at less than normal value and benefit from countervailable subsidies provided by the government of Mexico. If antidumping and/or countervailing duties are ultimately imposed on tank cars imported from Mexico, and we are unable to pass through such costs to our customers, the outcome of this matter could be significant and may have an adverse effect on our consolidated results of operations, financial position, or liquidity.
We are continuing to monitor the rapidly evolving tariff and global trade policies and are working with our suppliers and customers to mitigate potential impacts on our business. The extent and duration of the tariffs and the resulting impact on general economic conditions are uncertain, and the impact on our business is evolving and depends on various factors, such as contractual terms with our customers and suppliers, ongoing legal challenges to the authorities used to impose tariffs, the availability and timing of refunds of tariffs determined to be invalid, negotiations between the U.S. and affected countries, the outcome of continuing USMCA review negotiations, the responses of other countries or regions, relief that may be granted, availability and cost of alternative sources of supply and demand for our products in affected markets.
The impact of the tariffs could heighten the other risk factors and uncertainties discussed in this Item 1A, or in other reports we periodically file with the SEC, and negatively impact our financial condition or results of operations.
Increases in the price of materials and components used in the production of our products could negatively impact our profit margin on the sale of our products.
A significant portion of our business depends on the adequate supply of steel, other raw materials, and energy, as well as numerous specialty parts and components, such as brakes, wheels, side frames, bolsters, and bearings for the railcar business, at cost-effective prices. The cost of steel and all other materials used in the production of our railcars represents more than half of our direct manufacturing costs per railcar. Steel prices may also be affected by scrap surcharges assessed by our suppliers, and by U.S. tariffs under Section 232 on steel, aluminum and copper and on derivative products, which were expanded in April 2026. Higher steel and component costs could also reduce customer demand for new railcars. To the extent we do not have contractual price escalation or similar arrangements in place, increases in material costs could reduce our margins. If we are not able to purchase materials and energy at competitive prices, our ability to produce and sell our products on a cost-effective basis could be adversely impacted which, in turn, could adversely affect our revenue and profitability.
We use natural gas, electricity and other energy sources at our manufacturing and repair facilities in North America, Europe and Brazil. Armed conflict, including the conflict involving Iran and the disruption of shipping through the Strait of Hormuz, has caused, and could continue to cause, significant increases in and volatility of the price of oil, natural gas and liquefied natural gas, particularly in Europe, where natural gas storage levels entering 2026 were below recent years. Extreme weather, natural disasters, regulatory restrictions on the production or transportation of energy, and speculative trading could also limit energy availability or increase energy costs. Higher energy costs could increase our manufacturing and transportation costs, which we may be unable to pass on to our customers, and could reduce demand from customers whose businesses are sensitive to energy prices.
Shortages of skilled labor, increased labor costs, or failure to maintain good relations with our workforce could adversely affect our operations.
We depend on skilled labor in all areas of our business. Some of our facilities are located in areas where demand for skilled labor often exceeds supply. A shortage of some types of skilled labor such as welders and machine operators would restrict our ability to maintain or increase production rates, lead to production inefficiencies and increase our labor costs. Due to the competitive nature of the labor markets in which we operate and the cyclical nature of the railcar industry, the resulting employment cycle increases our risk of not being able to recruit, train and retain the employees we require at efficient costs and on reasonable terms, particularly when competition for such skilled labor increases. If we lose our reputation as a leader in safety among our industry peers, we may become less competitive
12
in our efforts to attract such skilled labor. Further, we are party to collective bargaining agreements with labor unions at some of our operating sites. Disputes with labor unions, could result in, among other things, strikes, work stoppages or other slowdowns which could cause a significant disruption of our operations and increase our ongoing labor costs. If we are unable to recruit, train and retain adequate numbers of qualified employees and third-party labor providers on a timely basis or at a reasonable cost or on reasonable terms, our business and results of operations could be adversely affected.
Disruptions in the supply of materials and components used in the production of our products could negatively impact our business and results of operations.
Certain materials for our products are currently available from a limited number of suppliers and, as a result, we may have limited control over pricing, availability, and delivery schedules. Additionally, factors beyond our control, including adverse political conditions, trade embargoes, increased tariffs or import duties, inclement weather, natural disasters, pandemics, terrorism and labor disputes may adversely impact our supply chain, particularly if these conditions or disputes result in work slowdowns, lockouts, strikes, facility closures, or related disruptions. The inability to purchase a sufficient quantity of materials on a timely basis could create disruptions in our production and result in delays while we attempt to engage alternative suppliers. Any such disruption or conditions could harm our business and adversely impact our results of operations. The loss of suppliers or their inability to meet our price, quality, quantity and delivery requirements could have an adverse effect on our ability to manufacture and sell our products on a cost-effective basis.
If we or our joint ventures fail to complete capital expenditure projects on time and within budget, or if these projects, once completed, fail to operate as anticipated, or fail to improve the efficiencies of our operations, or to generate additional revenue as anticipated, such failure could adversely affect our business, financial condition and results of operations.
From time to time, we, or our joint ventures, undertake strategic capital projects in order to enhance, expand and/or upgrade facilities and operational capabilities including by insourcing production of certain components in our manufacturing operations. Our ability, and our joint ventures’ respective abilities, to complete these projects on time and within budget, and for us to realize the anticipated increased revenues or lower costs, as applicable, or otherwise realize acceptable returns on these investments or other strategic capital projects that may be undertaken are subject to a number of risks. In addition, the cost to implement any given strategic capital project ultimately may prove to be greater than originally anticipated. If we, or our joint ventures, are not able to achieve the anticipated results from the implementation of any of these strategic capital projects, or if unanticipated implementation costs are incurred, our business, financial condition and results of operations may be adversely affected.
Our business and financial results of operations could be materially and adversely impacted if we fail to adequately manage and respond to events that cause an interruption or interference in our business operations.
Natural and human-made events and circumstances may delay our ability to deliver products and services to our customers, increase our operating costs, decrease our margins, and adversely impact our results of operations. Such events include, but are not limited to, security breaches, disruptions or failures in our information-technology systems, physical damage to our facilities (including fires, structural failures, power outages or other events), workplace accidents or a deterioration in our safety performance, the unavailability of labor, actions or non-action by governmental agencies that prevent or hinder us from operating our business, meeting our contractual obligations, and converting backlog to revenue. Our failure to create and implement systems for monitoring, mitigating, managing, and recovering from such events could increase the length and severity of such disruptions, and could subject us to losses including penalties, cancellation of orders, and/or other losses.
We face risks related to cybersecurity threats and incidents that increase our costs and could disrupt our business and operations, damage our reputation, and result in material liabilities.
We face attempts by malicious hackers, state-sponsored organizations, intruders and potential terrorists, as well as by bad actor employees or third-party service providers, to gain unauthorized access into our physical facilities, or introduce malicious software to our network or those of our customers to, among other things: steal proprietary information related to our business, products, employees, and customers; interrupt our systems and services or those of our customers; corrupt the processes used to operate our businesses and to design and manufacture our products; or demand ransom to return control of such systems and services. Such attempts are increasing in number and in technical sophistication, and if successful, would expose us and the affected parties to risk of loss or misuse of proprietary or confidential information, and could significantly disrupt our business operations. Our information
13
technology infrastructure also includes products and services provided by third parties, and these providers can experience breaches of their systems and products that affect the security of our systems and our proprietary or confidential information.
The theft, loss, or misuse of third-party data collected, used, stored, or transferred by us to run our business, and our attempts to address cybersecurity threats and incidents, whether or not successful, could result in our incurring significant costs related to, for example, disruptions in our operations, rebuilding internal systems, implementing additional threat protection measures, defending against litigation, responding to regulatory inquiries or actions, paying damages, or taking other remedial steps with respect to third parties, as well as reputational harm. In addition, these threats are constantly evolving, including through the use of artificial intelligence and other emerging technologies, thereby diminishing the window we have to fix any vulnerability in our networks and systems before exploitation by threat actors and increasing the difficulty of successfully defending against them or implementing adequate preventative measures. While we seek to detect and investigate unauthorized attempts and attacks against our network, products, and services, and to prevent their recurrence where practicable through changes to our internal processes and tools, we remain potentially vulnerable to additional known or unknown threats. In some instances, we, our customers, and the users of our products and services can be unaware of an incident or its magnitude and effects. These risks can be further complicated by new and evolving government regulations and requirements for cybersecurity incident reporting, which can result in greater scrutiny of and demands on our incident detection, analysis, mitigation and remediation processes and procedures.
In addition, global privacy legislation, enforcement, and policy activity in this area are rapidly expanding and creating a complex regulatory compliance environment. Costs to comply with and implement these privacy-related and data protection measures could be significant, and noncompliance could expose us to significant monetary penalties, damage to our reputation, and even criminal sanctions. Even our inadvertent failure to comply with federal, state, or international privacy-related or data-protection laws and regulations could result in audits, regulatory inquiries, or proceedings against us by governmental entities or other third parties.
A material disruption in the movement of rail traffic could impair our ability to deliver railcars and other products to our customers in a timely manner which could prevent us from meeting customer demand, reduce our sales, and negatively impact our results of operations.
Once a railcar or other product is manufactured in one of our plants, it must be moved by rail to a customer delivery point. In many cases, the manufacturing plant and the delivery point are in different countries. Factors beyond our control, including armed conflicts, natural disasters, labor disruptions, border restrictions, railroad service disruptions (including those that may accompany railroad consolidation) and regulatory actions, could delay the movement of our products. In addition, our manufacturing facilities often purchase raw materials from different countries. The same factors affecting the movement of our completed railcars can disrupt the movement of these raw materials to our manufacturing facilities. A material disruption in the movement of our completed cars or raw materials, especially between countries and across borders, could negatively impact our business and results of operations.
Equipment failures, technological failures, costs and inefficiencies associated with changing of production lines, or transfer of production between facilities, could lead to production, delivery, or service curtailments or shutdowns, loss of revenue or higher expenses.
We operate a substantial amount of equipment at our production facilities. An interruption in production capabilities or maintenance and repair capabilities at our facilities, as a result of equipment or technology failure, natural disasters, pandemics, terrorism, costs and inefficiencies associated with changing of production lines or transfer of production between facilities, could reduce or prevent our production, delivery, service, or repair of our products and increase our costs and expenses. A halt of production at any of our manufacturing facilities could severely affect delivery times to our customers. Any significant delay in deliveries not otherwise contractually mitigated could result in cancellation of all or a portion of our orders, the loss of future sales, and negatively affect our reputation and our results of operations.
An inability to successfully manage, maintain, update, and secure our information systems, and utilize these systems to produce, disseminate, and store relevant and reliable data and information pertaining to our business, could adversely affect our business and competitive position in the market.
We rely on information technology infrastructure and architecture, including hardware, network, software, people, processes and other infrastructure to provide useful and confidential information to conduct our business. In the ordinary course of business, we collect and store sensitive data and information, including our proprietary and
14
regulated business information, that of our customers, suppliers and business partners, and personally identifiable information about our employees, as well as internal communications and exchanges with customers, suppliers, legal counsel, governmental agencies, and consultants. We depend on our information systems to successfully manage our business. We have taken steps to maintain adequate data security by implementing security technologies, internal controls, and network and data center resiliency and recovery processes.
In addition, we continually evaluate and implement upgrades and significant changes to our information technology systems. We could experience problems in connection with such implementations, including compatibility issues, training requirements, higher than expected implementation costs and other integration challenges and delays; further, such implementations can require significant time and focus from management and other employees, which may divert attention from operating and growing our business. A significant problem with an implementation, integration with other systems or ongoing management and operation of our systems could negatively impact our business by disrupting operations. Such a problem could also have an adverse effect on our ability to generate and interpret accurate management and financial reports and other information on a timely basis, which could have a material adverse effect on our financial reporting system and internal controls and adversely affect our ability to manage our business.
Furthermore, despite our efforts, our information systems and processes, like those of other companies, are susceptible to damage or interruption due to natural disasters, power loss, telecommunications failures, viruses, breaches of security, system upgrades or new system implementations, as well as the inability of these systems or processes to fulfill their intended purpose within our business. Any operational failure or breach of security could lead to the loss or disclosure of both our and our customers’ financial, product and other confidential information, result in regulatory actions and legal proceedings, and/or have an adverse effect on our business and reputation.
Our backlog is not necessarily indicative of the level of our future revenues or results of operations.
Our manufacturing backlog represents future production for our customers and estimated potential revenue attributable to such production. Some orders are subject to customary documentation, conditions, or completion of terms which may not occur, and orders may be delayed, modified or canceled. If a customer cancels an order, we may be unable to recover the entire amount we anticipated receiving from the order. The timing of converting backlog to revenue is also materially impacted by our decision whether to lease railcars, sell railcars, syndicate railcars with a lease attached to an investor, or contribute railcars to our lease fleet.
We operate in highly competitive industries. We may not be able to sustain our market leadership positions, which may impact our financial results.
We face significant competition in the markets and geographies in which we operate based on factors including price, quality, delivery performance, product innovation and customer service. Competitive pressures could reduce our revenues and margins, increase our expenses or limit our ability to grow.
We rely on limited suppliers for certain components and services needed in our production. If we are not able to procure specialty components or services on commercially reasonable terms or on a timely basis, our business, financial condition and results of operations would be adversely affected.
Our manufacturing operations depend in part on our ability to obtain timely deliveries of materials, components and services in acceptable quantities and quality from our suppliers. In 2026, the top ten suppliers for all inventory purchases accounted for approximately 44% of total purchases. The top supplier accounted for approximately 14% of total inventory purchases in 2026. No other supplier accounted for more than 10% of total inventory purchases. Certain components of our products, particularly specialized components like castings, bolsters, trucks, wheels and axles, and certain services, such as lining capabilities, are currently only available from a limited number of suppliers. A disruption involving one or more significant or specialized suppliers could interrupt production, increase our costs or require us to identify alternative sources.
In addition, we are increasing the number of components and services we manufacture or provide ourselves, directly or through joint ventures. If we are not successful at manufacturing such components or providing such services or have production problems after transitioning to self-produced supplies, we may not be able to replace such components or services from third-party suppliers in a timely manner. Any resulting disruption in our supply, or increase in the cost of specialized components and services, could harm our business and adversely affect our results of operations.
The timing of our asset sales and related revenue recognition could cause significant differences in our quarterly results and liquidity.
15
We may build products in anticipation of a customer order, or lease railcars to a customer with the aim of selling such railcars on lease to a third-party. In such cases, the lag between production and sale results in uneven recognition of revenue and earnings over time. Our production during any given period may be concentrated in relatively few contracts, intensifying the amplitude and irregularity of our revenue streams. The timing of recognizing revenue on a railcar is also materially impacted by our decision whether to lease the railcar to a lessee, sell the railcar, or syndicate the railcar with a lease attached to an investor. In addition, we periodically sell railcars from our own lease fleet and the timing and volume of such sales are difficult to predict. As a result, comparisons of our Manufacturing or Leasing & Fleet Management revenue, deliveries, quarterly net gain on disposition of equipment, income and liquidity between quarterly periods within one year and between comparable periods in different years may not be meaningful and should not be relied upon as indicators of our future performance.
We may be unable to effectively implement capacity rationalization initiatives, cost reductions and/or restructuring efforts and our business might be adversely affected.
From time to time we engage in capacity rationalization initiatives and/or similar restructuring plans, which may include organizational changes, workforce reductions, facility consolidations or closures and other cost reduction initiatives. These types of activities are complex and can require a significant amount of management and other employees’ time and focus, which may divert attention from operating and growing our business. If we do not effectively manage and implement these activities, or any future similar activities, expected efficiencies and benefits might be delayed or not realized, and our operations and business could be disrupted. Risks associated with these actions include potential adverse effects on employee morale, loss of accumulated knowledge and/or inefficiency, unfavorable political responses to such actions, unforeseen delays in implementation, unexpected costs, and the failure to meet operational targets, any of which may impair our ability to achieve anticipated benefits, harm our business, or have a material adverse effect on our competitive position, results of operations, cash flows or financial condition.
We depend on our senior management team and other key employees, and significant attrition within our management team or unsuccessful succession planning for members of our senior management team and other key employees, could adversely affect our business.
Our success depends in part on our ability to attract, retain and motivate senior management and other key employees. Achieving this objective may be difficult due to many factors, including fluctuations in global economic and industry conditions, competitors’ hiring practices, cost reduction activities, and the effectiveness of our compensation programs. We must continue to recruit, retain and motivate senior management and other key employees sufficient to maintain our current business and support our future projects and growth objectives. Some members of our senior management team and other key employees are at or nearing retirement age. If we are unsuccessful in our succession planning efforts, the continuity of our business and results of operations could be adversely affected. A loss of any such personnel, or the inability to recruit and retain qualified personnel in the future, could have an adverse effect on our business, financial condition and results of operations.
Failure to successfully manage the transition associated with the appointment of our new CEO could have an adverse impact on our business.
On August 31, 2026, we announced the pending retirement of our CEO and President, Lorie Tekorius, effective January 6, 2027. The Board appointed Brian Comstock, currently our Executive Vice President and President, The Americas, as our new CEO and President, effective January 6, 2027. CEO transitions can be inherently difficult to manage and may cause disruption to our business due to, among other things, diverting management’s attention away from our financial and operational goals during the transition or causing a deterioration in morale. During the transition period, there may be uncertainty among investors, customers and other third parties concerning our future direction and performance. It may also be more difficult for us to recruit and retain other personnel during the transition. Our business and stock price may suffer if the CEO transition is not perceived well by the investor community, customers and employees, or is otherwise unsuccessful.
We derive a significant amount of our revenue from a limited number of customers, the loss of or reduction of business from one or more of which could have an adverse effect on our business.
A significant portion of our revenue is generated from a few major customers. In 2026, revenue from one customer represented approximately 12% of Consolidated Revenue. No other customer accounted for greater than 10% of Consolidated Revenue. Although we have some long-term contractual relationships with our major customers, we cannot be assured that we will continue to have good relations with our customers, or that our customers will continue to purchase or lease our products or services, or will continue to do so at historical levels, or will renew their existing
16
contracts with us. A reduction in the purchasing or leasing of our products, a termination of our services by one or more of our major customers, a decline in the financial condition of a major customer, or our failure to replace expiring customer contracts with new customer contracts on satisfactory terms could result in a loss of business and have an adverse effect on our business and operating results.
Armed conflicts, including the conflict involving Iran and the broader Middle East and the war in Ukraine, and related sanctions and geopolitical instability, have adversely affected and may continue to adversely affect our business.
Some of our operations, particularly in Europe, have experienced higher energy costs, an increase in the price and decrease in the availability of steel and certain other materials and components, disruptions in transportation and supply chains, and higher manufacturing and borrowing costs as a result of the war in Ukraine and, more recently, the conflict in the Middle East. Not all of these costs are subject to escalation and related clauses which allow us to pass through costs to our customers, and there is a risk we will not be successful in renegotiating or managing the implementation of existing agreements to allow us to pass through these increased prices of manufacturing. The Middle East conflict could also affect demand for certain railcar types by changing the volume, pricing and routing of energy, fertilizer and chemical shipments; increase shipping, insurance and working capital costs; increase cost pressure on our customers, suppliers and other counterparties; and contribute to persistent inflation and higher interest rates. We cannot predict the full impact of such conflict, the economic sanctions imposed on Russia, and the related economic and geopolitical instability, including instability in the manufacturing and freight rail markets. Civil unrest and armed conflicts, including the war in Ukraine, can cause other risks to our business, such as prolonged heightened inflation, macroeconomic interventions in response to inflation, cyber disruptions or attacks, and disruptions in credit markets. These factors and others could disrupt our business directly and could disrupt the business of our customers thereby reducing or delaying orders of our goods and services. Prolonged civil unrest, political instability or uncertainty, military activities, or broad-based sanctions related to the war in Ukraine, the conflict in the Middle East, or civil unrest or armed conflict in other geographies could have an adverse effect on our operations and business outlook.
Our debt could have negative consequences for our business or results of operations.
We face several risks due to our debt and debt service obligations including: our potential inability to satisfy our financial obligations related to our consolidated indebtedness; potential breach of the covenants in our credit agreements (including our revolving credit facility, asset-backed facilities and other facilities); our ability to borrow additional amounts or refinance existing indebtedness in the future to fund operating needs may be limited or costly; our availability of cash flow may be inadequate because a portion of our cash flow is needed to pay principal and interest on our debt; we may be at a disadvantage relative to our competitors that have greater financial resources than us or more flexible capital structures than us; we face additional exposure to the risk of increased interest rates as certain of our borrowings are at variable rates of interest, which could result in higher interest expense in the event of an increase in interest rates; restrictions under debt agreements may adversely interfere with our financial and operating flexibility; and exposure to the possibility that we may suffer a material adverse effect on our business and financial condition if we are unable to service our debt or obtain additional financing, as needed.
We, our subsidiaries, and our joint ventures may incur additional indebtedness, including secured indebtedness, and other obligations and liabilities that do not constitute indebtedness. This could increase the risks associated with our debt. Some of our credit facilities and existing indebtedness use variable rates which may make the amount of interest we pay on such variable rate indebtedness difficult to predict.
A failure to design or manufacture products or technologies or to achieve timely certification or market acceptance of new products or technologies could have an adverse effect on our profitability.
We continue to introduce new railcar product innovations and technologies as well as develop and offer information-technology-based services. We occasionally accept orders prior to receiving railcar certification or proving our ability to manufacture a quality product that meets customer standards. We could be unable to successfully design or manufacture new railcar product innovations or technologies. Our software products and information-technology-based services may contain design defects, software errors, hardware failures or other computer system failures that are difficult to detect and correct. Our inability to develop and manufacture new products or technologies in a timely and profitable manner, or to obtain timely certification, or to achieve market acceptance, or to avoid quality problems in our new products, could have a material adverse effect on our revenue and results of operations and subject us to losses including penalties, cancellation of orders, rejection of railcars by a customer and/or other losses.
17
Our product and service warranties could expose us to significant claims.
We offer our customers limited warranties for many of our products and services. Accordingly, we may be subject to significant warranty claims in the future, such as multiple claims based on one defect repeated throughout our production or servicing processes, claims for which the cost of repairing the defective part is highly disproportionate to the original cost of the part, or defects in railcars or services which we discover in the future resulting in increased warranty costs or litigation. Warranty and product support terms may expand beyond those which have traditionally prevailed in the rail supply industry. These types of warranty claims could result in costly product recalls, customers seeking monetary damages, significant repair costs and damage to our reputation. If warranty claims attributable to actions of third-party component manufacturers are not recoverable from such parties due to their poor financial condition or other reasons, we could be liable for warranty claims and other risks for using these materials in our products.
Insurance coverage could be costly, unavailable or inadequate.
The ability to insure our businesses, facilities and rail assets is an important aspect of our ability to manage risk. As there are only limited providers of this insurance to the railcar industry, there is no guarantee that such insurance will be available on a cost-effective basis in the future. In addition, we cannot be assured that our insurance carriers will be able to pay current or future claims. Additionally, the nature of our business subjects us to physical damage, business interruption and product liability claims, especially in connection with the repair and manufacture of products that carry hazardous or volatile materials. Although we maintain insurance coverage at commercially reasonable levels compared to similarly sized heavy equipment manufacturers, an unusually large physical damage, business interruption or product liability claim or a series of claims based on a failure repeated throughout our production process could exceed our insurance coverage and/or result in damage to our reputation, which could materially adversely impact our financial condition and results of operations.
If we are unable to protect our intellectual property or if third parties assert that our products or services infringe their intellectual property rights, our ability to compete in the market may be harmed, and our business and financial condition may be adversely affected.
If our intellectual property rights are not adequately protected, we may not be able to commercialize our technologies, products or services and our competitors could commercialize them, which could result in a decrease in our sales and market share and could materially adversely affect our business, financial condition and results of operations. Conversely, third parties might assert that our products, services, technologies or other business activities infringe their patents or other intellectual property rights. Infringement and other intellectual property claims and proceedings brought against us, whether successful or not, could result in substantial litigation and judgment costs and harm our reputation.
Our financial performance and market value could cause write-downs of goodwill or intangibles or other long-lived assets in future periods.
We are required to perform an annual impairment test of goodwill and other indefinite lived assets which could result in an impairment charge if it is determined that the carrying value of the asset exceeds its fair value. We perform a goodwill impairment test at the reporting unit level annually or whenever events or circumstances indicate that the carrying value of these assets may exceed their fair value. In addition, we periodically review our intangible and other long-lived assets for impairment when events or changes in circumstances, such as a divestiture, indicate the carrying value may not be recoverable.
If indicators suggest it is more likely than not that the fair value of a reporting unit is less than its carrying value or that the carrying amount of intangible or long-lived assets may not be recoverable, it may result in an impairment. Impairment charges impact our results of operations in the period in which they are identified. Further, write-downs of goodwill and other assets could affect certain of the financial covenants under debt instruments and could restrict our financial flexibility.
Our business will suffer if we are unsuccessful in making, integrating, and maintaining acquisitions, joint ventures and other strategic investments, or in executing divestitures.
We have acquired businesses and invested in or entered into joint ventures in past periods. We may in the future acquire other businesses or invest in or enter into other joint ventures. Our failure to identify future acquisition or joint
18
venture opportunities, to complete potential acquisitions or joint ventures on favorable terms, or to realize anticipated benefits from such acquisitions or joint ventures, could hinder our ability to grow our business. These transactions create risks to our ongoing business, including loss of management focus on existing operations, the time and effort required to integrate new or acquired businesses into our existing business, and the challenges of coordinating geographically dispersed organizations, as well as risks to the new or acquired business, such as the retention of key personnel and unanticipated expenses. In addition, we might need to issue additional equity securities, spend our cash, or incur debt, contingent liabilities, or amortization expenses related to intangible assets in connection with effecting an acquisition or joint venture, any of which could reduce our profitability and harm our business or only be available on unfavorable terms, if at all. We may also from time to time divest businesses, assets or investments, and such divestitures may involve risks, including difficulties in separating the divested business or assets from our remaining operations, unexpected costs or liabilities, disruption to our business and the failure to realize anticipated benefits from the divestiture.
Acquisitions, joint ventures, restructurings and divestitures may also have unanticipated tax consequences, including the loss of anticipated tax benefits, additional tax liabilities or challenges by taxing authorities regarding the tax treatment or valuation of a transaction.
Risks Related to Market and Economic Factors
Inflation as well as monetary and other policy interventions by governments and central banks in response to inflation, including changes in interest rates, as well as uncertainty about governmental macroeconomic policies, could negatively impact our business and results of operations.
Inflation rates in the U.S., Europe and other geographies have been elevated in recent years. General inflation also negatively impacts our business by decreasing the capital our customers have to deploy to purchase our goods and services. Inflation may cause our customers to reduce or delay orders for our goods and services thereby causing a decrease in our sales. The U.S. Federal Reserve, the European Central Bank, and other central banks have adjusted benchmark interest rates in recent periods in response to inflation and other economic conditions. Higher interest rates increase our borrowing costs, potentially decreasing our profitability. Additionally, increased borrowing costs faced by our customers could result in decreased demand for our products. Monetary interventions also risk a sustained decline in aggregate demand, either globally or within one or more geographic markets. A decline in demand for our products would have a negative impact on our business and results of operations.
Risks related to our operations outside of the U.S. could adversely affect our operating results.
We own, lease, operate or have invested in businesses that have manufacturing facilities in Mexico, Brazil and Europe, and have customers and suppliers located outside the U.S. A significant portion of our North American railcar production takes place in Mexico, and many railcars and components we manufacture in Mexico are sold in the U.S. Instability in the macroeconomic, political, military, legal, regulatory, trade, financial, labor or market conditions in or relating to the countries where we, or our customers or suppliers, operate could negatively impact our business activities and operations. Some foreign countries in which we operate or may operate have authorities that regulate railroad safety and rail equipment design and manufacturing. If we do not have appropriate certifications, we could be unable to market and sell our rail equipment in those markets. Adverse changes in foreign regulations or enforcement practices applicable to us or our customers, such as labor, environment, trade, tax, currency and price regulations, could limit our operations, make the manufacture and distribution of our products difficult, and delay or limit our ability to repatriate income derived from foreign markets.
Our business also depends on trade arrangements between the U.S. and foreign governments, including the USMCA. Changes to or withdrawal from such arrangements, or the imposition of tariffs or other trade restrictions, could increase the cost of, or restrict, our exports and adversely affect our financial condition and results of operations.
Operations outside the U.S. also expose us to risks including nationalization or expropriation, difficulty enforcing contracts, collecting receivables or protecting intellectual property, anti-corruption laws, customs and trade restrictions, economic sanctions and unfamiliar business practices or legal processes. Failure to comply with applicable laws or successfully manage these risks could result in penalties, reputational harm and adverse effects on our results of operations, financial condition, liquidity and cash flows.
The deterioration of conditions in the global capital markets, weakening of macroeconomic conditions and changes in the credit markets and the financial services industry could negatively impact our business, results of operations, financial condition or liquidity.
19
Our leasing subsidiaries' operations rely in large part upon banks and capital markets to fund their operations and contractual commitments and refinance existing debt. These markets can experience high levels of volatility and access to capital can be constrained for extended periods of time. In addition to conditions in the capital markets, a number of other factors could cause us to incur increased borrowing costs and have greater difficulty accessing public and private markets for both secured and unsecured debt. These factors include our financial performance and our credit ratings and ratings outlook as determined by rating agencies and a downgrade could increase our borrowing costs and limit our access to financing. The credit markets and the financial services industry may experience volatility which can result in tighter availability of credit on more restrictive terms and limit our ability to sell railcar assets or to syndicate railcars to investors with leases attached. Our liquidity, financial condition and results of operations could be negatively impacted if our ability to borrow money to finance operations, obtain credit from trade creditors, obtain credit to maintain our hedging programs, offer leasing products to our customers or sell railcar assets were to be impaired. In addition, scarcity of capital could also adversely affect our customers’ ability to purchase, lease, or pay for products from us or adversely affect our suppliers’ ability to provide us with product. Any of these conditions or events could result in reductions in our revenues, increased price competition, or increased operating costs, which could adversely affect our business, financial condition and results of operations.
The types of rail equipment we sell and the services we provide significantly impact our revenue and our margin and are dependent on broad economic trends over which we have little or no control.
We manufacture, lease, maintain and refurbish a broad range of railcars and related rail equipment. The demand for specific types of railcars and the mix of repair and refurbishment work varies over time. Changes in the global economy and the industries and geographies that we serve cause shifts in demand for specific products and services. Demand for specific types of railcars increases and decreases with the demand for goods such as grains, metals, construction aggregates, fertilizer, perishables and general merchandise, plastic pellets, oil and gas, bio-fuels, chemicals, and automobiles, among others, which is beyond our control. These shifts in demand could affect our results of operations and could have an adverse effect on our revenue and our profitability.
Demand for our railcar equipment and services is dependent on the future of rail transportation and the manner in which railroads operate.
Demand for our rail equipment and services may decrease if freight rail decreases as a mode of freight transportation used by customers to ship their products, or if governmental policies favor modes of freight transportation other than rail. If rail freight transportation becomes more efficient or dwell times decrease, demand for our rail equipment and services may decrease. If the rail freight industry becomes oversupplied, prices for our railcars, lease rates, and demand for our products and services may decrease. The industries in which our customers operate are driven by dynamic market forces and trends, which are in turn influenced by economic, regulatory, and political factors. Features and functionality specific to certain railcar types could result in those railcars becoming obsolete as customer requirements for freight delivery change. In addition, consolidation among Class I railroads, including the proposed combination of Union Pacific and Norfolk Southern currently under review by the Surface Transportation Board, could change railroad operations, network velocity, equipment utilization and the use of railcar shops and maintenance facilities, which could reduce demand for our railcars, leasing products and maintenance services.
Fluctuations in foreign currency exchange rates could lead to increased costs and lower profitability.
Outside of the U.S., we primarily conduct business in Mexico, Europe and Brazil, and our non-U.S. businesses conduct their operations in local currencies. We also source materials worldwide. Fluctuations in exchange rates may affect demand for our products in foreign markets or our cost competitiveness and may adversely affect our profitability. Although we attempt to mitigate a portion of our exposure to changes in currency rates through currency rate hedge contracts and other activities, these efforts cannot fully eliminate the risks associated with foreign currencies. In addition, some of our borrowings are in foreign currencies, giving rise to risk from fluctuations in exchange rates. A material or adverse change in exchange rates could result in significant deterioration of profits or in losses for us.
We could be unable to lease railcars at satisfactory rates, remarket leased railcars on favorable terms upon lease termination, or realize the expected residual values for end of life railcars due to changes in scrap prices, each of which could reduce our revenue and decrease our overall return or affect our ability to sell leased assets in the future.
The profitability of our railcar leasing business depends on our ability to lease railcars at satisfactory rates, sell railcars with sufficiently profitable leases to investors, and to remarket, sell or scrap railcars we own or manage upon the
20
expiration of leases. The rent we receive during the initial railcar lease term typically covers only a small portion of the railcar acquisition or production costs. Thus, we are exposed to a remarketing risk throughout the life of the railcar because we must obtain lease rates or a sale price sufficient to cover our acquisition or production costs related to the railcar. Our ability to lease or remarket leased railcars profitably is dependent on several factors, including, but not limited to, market and industry conditions, cost of, and demand for, competing used or newer models, availability of credit and the credit-worthiness of potential customers, costs associated with the refurbishment of the railcars, the market demand or governmental mandates for refurbishment, customers not defaulting on their leases, as well as market perceptions of residual values and interest rates. A downturn in the industries in which our lessees operate and decreased demand for railcars could also increase our exposure to remarketing risks because lessees may demand shorter lease terms, requiring us to remarket leased railcars more frequently. Furthermore, the resale market for previously leased railcars has a limited number of potential buyers. Our inability to lease, remarket or sell leased railcars on favorable terms could result in an adverse impact to our operating results or affect our ability to sell leased railcars to investors in the future. Additionally, when the price of scrap steel declines, our revenues and margins in such businesses decrease. Notwithstanding the terms of the leases we enter into, our lessees may misuse, abuse, improperly install components or improperly or inadequately maintain or repair the railcars we have leased to them. These actions could result in a diminution in the value of the railcars, as well as our potential exposure to claims that could increase our costs and weaken our financial condition. In addition, the ownership and management of a railcar fleet exposes us to maintenance, regulatory compliance, storage, repositioning and lifecycle costs that may exceed our expectations.
A limited availability of financing or higher interest rates could increase the cost of, or potentially deter, new leasing arrangements with our customers, reduce our ability to syndicate railcars under lease to financial institutions, or impact the sales price we may receive on such syndications, any of which could materially adversely affect our business, financial condition and results of operations.
Some of our competitors are owned or financially supported by foreign governments and may sell products below cost or otherwise compete unfairly.
The markets in which we participate are intensely competitive and we expect them to remain intensely competitive into the foreseeable future. Some of our competitors are owned or financially supported by foreign governments or sovereign wealth funds, and may potentially sell products and services below cost, or otherwise compete unfairly, in order to gain market share. The relative competitiveness of our manufacturing facilities and products affects our performance. A number of competitive factors challenge or affect our ability to compete successfully including the introduction of competitive products and new entrants into our markets, a limited customer base and price pressures from unfair competition and increases in raw materials and labor costs. If we do not compete successfully, our market share, margin and results of operations may be adversely affected.
Fires, natural disasters, pandemics, terrorism, or severe or unusual weather conditions could disrupt our business and result in loss of revenue or higher expenses or decreased demand.
Any serious disruption at any of our facilities due to pandemics, terrorism, fire, hurricane, earthquake, flood, other severe weather events or any other natural disaster could impair our ability to use our facilities and have a material adverse impact on our revenues and increase our costs and expenses. Disruptions can arise from damage to our facilities and operations from such events or from government, regulator or customer actions taken to respond to or mitigate such events. Such events can also materially disrupt the operations of our customers and suppliers. If there is a natural disaster or other serious disruption at any of our facilities, it could impair our ability to adequately supply our customers, cause a significant disruption to our operations, cause us to incur significant costs to relocate or reestablish these functions and negatively impact our operating results. While we insure against certain business interruption risks, such insurance may not adequately compensate us for any losses incurred as a result of natural or other disasters.
Additionally, seasonal fluctuations in weather conditions may lead to greater variation in our quarterly operating results as unusually mild weather conditions will generally lead to lower demand for our wheel-related products and services. If occurring for prolonged periods, such weather could have an adverse effect on our business, results of operations and financial condition. In addition, climate change could result in an increased frequency of severe weather events and/or greater variance in weather conditions, and rising sea levels that could affect operations at our manufacturing facilities, the price of insuring company assets, or other unforeseen disruptions of our operations, systems, property or equipment.
Risks Related to Legal, Compliance and Regulatory Matters
21
Train derailments or other accidents could subject us to legal claims that adversely impact our business, financial condition and our results of operations.
We provide a number of services which include the manufacture and supply of new railcars, wheels, new and refurbished axles, components and parts and the lease and maintenance of railcars for our customers that transport a variety of commodities, including tank railcars that transport hazardous materials such as crude oil, ethanol, chlorine, anhydrous ammonia and other products. In addition, we have a Regulatory Services Group that offers regulatory, engineering, and process consulting and advocacy support to the tank car and petrochemical rail shipper community, among other services. We could be subject to various legal claims, including claims of negligence, personal injury, physical damage and product or service liability, or in some cases strict liability, as well as potential penalties and liability under environmental laws and regulations, in the event of a derailment or other accident involving railcars, including tank railcars, whether resulting from natural disasters, human error, terrorism, or other causes. If we become subject to any such claims and are unable to successfully resolve them or maintain adequate insurance coverage for such claims, our business, financial condition and results of operations could be materially adversely affected, and our reputation may also be harmed.
The products we manufacture are designed to work optimally when properly operated, installed, repaired, maintained and used to transport the intended cargo. Our products may be sold to third parties who may misuse, improperly install or improperly or inadequately maintain or repair such products, which may result in us being subjected to claims or litigation associated with product damage, injuries or property damage that could increase our costs and weaken our financial condition.
Risks related to potential misconduct by employees may adversely impact us.
Our employees may engage in misconduct, fraud or other improper activities, including noncompliance with our policies or regulatory standards and requirements, which could subject us to regulatory sanctions and reputational damage and materially harm our business. It is not always possible to deter employee misconduct, and the precautions we take to prevent and detect this activity may not be effective in controlling unknown or unmanaged risks or losses, including risks associated with harassment, as well as whistleblower complaints and litigation. There can be no assurance that we will succeed in preventing misconduct by employees in the future. In addition, the investigation of alleged misconduct disrupts our operations and may harm the public’s perception of our company, which may be costly. Any such events in the future may have a material adverse impact on our financial condition or results of operations.
Changes in, or failure to comply with, applicable regulations may adversely impact our business, financial condition and results of operations.
Our company and the other participants in our industry are subject to regulation by governmental agencies and industry standard-setting bodies, including, in the U.S., the Federal Railroad Administration, the Pipeline and Hazardous Materials Safety Administration and the Association of American Railroads, as well as comparable authorities in other jurisdictions in which we operate. These authorities establish, interpret, and enforce rules, regulations and standards for the railcar industry governing, among other things, railcar design, configuration, manufacture, maintenance and safety, including requirements applicable to railcars used to transport hazardous materials. New rules and regulations and shifting enforcement priorities of regulators could increase our operating costs and the operating costs of our customers, require additional maintenance, modification or refurbishment of our products, or restrict the continued use of certain products. Changes to the process for obtaining regulatory approval in Europe for the operation of new or modified railcars may make it more difficult for us to deliver products timely and to comply with our sales contracts.
We cannot guarantee that we or our suppliers will be in compliance at all times, compliance may prove to be more costly and limiting than we currently anticipate, and compliance requirements could increase in future years. If we or our suppliers fail to comply with applicable requirements and regulations, we could face sanctions and penalties, including fines, or other adverse consequences such as loss of certifications, restrictions on operations, product recalls or loss of business, any of which could negatively affect our financial results.
We have potential exposure to environmental liabilities, which could increase our operating costs or have an adverse effect on our results of operations.
We are subject to extensive governmental regulations concerning, among other things, air emissions, water discharge, solid waste and hazardous substances handling and disposal and employee health and safety. These laws and regulations are complex and frequently change. We could incur unexpected costs, penalties and other civil and criminal liabilities if we, or in certain circumstances others, fail to comply with environmental laws or permits issued
22
pursuant to those laws. We also could incur costs or liabilities related to off-site waste disposal or remediating soil or groundwater contamination at our properties, including as set forth in Item 3, “Legal Proceedings.” In addition, future environmental laws and regulations may require significant capital expenditures or changes to our operations, or may impose liability on us in the future for actions that complied with then applicable laws and regulations when the action was taken.
Business, regulatory, and legal developments regarding climate change may increase our operating costs, and may negatively affect the demand for our products or the ability of our critical suppliers to meet our needs.
Legislation and new rules to regulate emission of greenhouse gases (GHGs) have been proposed in numerous state legislatures, the U.S. Congress, and by the EPA, as well as in Europe and other geographies in which we operate. Some of these proposals would require industries to meet stringent new standards that may require substantial reporting of GHGs and other carbon intensive activities in addition to potentially mandating reductions in carbon emissions. Differences in climate-related laws, regulations and reporting requirements among the U.S., Europe and other jurisdictions in which we operate, including among U.S. states, could increase our compliance costs or reduce business efficiencies. While we cannot assess the direct impact of these or other potential regulations, we recognize that new climate change reporting or compliance protocols could increase our operating costs, decrease demand for our products and/or increase the price or decrease the availability of materials, input factors and manufactured components which could reduce our margins.
Changes in accounting standards, the implementation of new accounting standards, or inaccurate estimates or assumptions in the application of accounting policies, could adversely affect our financial results.
Our accounting policies and methods are fundamental to how we record and report our financial condition and results of operations. Some of these policies require use of estimates and assumptions that may affect the reported value of our assets or liabilities and financial results and are critical because they require management to make difficult, subjective, and complex judgments about matters that are inherently uncertain. Estimates, judgments and assumptions underlying the accompanying Consolidated Financial Statements include impairment of long-lived assets, goodwill, income taxes and contingencies, among others. If our accounting policies, methods, judgments, assumptions, estimates and allocations prove to be incorrect, or if circumstances change, our business, financial condition, results of operations, liquidity, ability to pay dividends or stock price may be materially adversely affected.
Accounting standard setters and those who interpret the accounting standards (such as the Financial Accounting Standards Board, the SEC, and independent registered public accounting firms) may amend or even reverse their previous interpretations or positions on how these standards should be applied. In some cases, we could be required to apply a new or revised standard retrospectively, resulting in the revision of prior period financial statements. Changes in accounting standards can be hard to predict and can materially impact how we record and report our financial condition and results of operations.
Some of our customers place orders for our products in reliance on their ability to utilize tax benefits or tax credits, any of which benefits or credits could be discontinued thereby reducing incentives for our customers to purchase our rail products.
There is no assurance that applicable governmental authorities will reauthorize, modify, or prevent the expiration of tax benefits, tax credits, or other policies aimed to incentivize the purchase of our products. If such incentives are discontinued or diminished, the demand for our products could decrease, thereby creating the potential for a material adverse effect on our financial condition or results of operations.
Risks Related to our Common Stock
Our stock price has been volatile and may continue to experience large fluctuations.
The price of our common stock has experienced rapid and significant price fluctuations. The price for our common stock is likely to continue to be volatile and subject to price and volume fluctuations in response to market and other factors, including the factors discussed elsewhere in these risk factors. A material decline in the price of our common stock may result in the assertion of certain claims against us, and/or the commencement of inquiries and/or investigations against us. A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock, a reduction in our ability to raise capital, and the inability of investors to obtain a favorable selling price for their shares. Following periods of volatility in the market price of their stock, historically
23
many companies have been the subject of securities class action litigation. If we became involved in securities class action litigation in the future, it could result in substantial costs and diversion of our management’s attention and our resources and could harm our stock price, business, prospects, financial condition and results of operations.
Our business and operations could be negatively affected if we become subject to shareholder activism, which could cause us to incur significant expense, hinder execution of our business strategy and impact our stock price.
In recent years, companies with a class of publicly-traded securities commonly face proxy contests, public information campaigns, and other forms of shareholder activism. Shareholder activism could result in substantial costs to the Company, give rise to perceived uncertainties as to our future, adversely affect our relationships with suppliers, customers, and regulators, make it more difficult to attract and retain qualified personnel, and adversely impact our stock price.
Our current shareholders could experience dilution.
We require substantial working capital to fund our business. If additional funds are raised through the issuance of equity securities or convertible securities, the percentage ownership held by our shareholders would be reduced and the equity securities we issue may have rights, preferences or privileges senior to those of our common stock. Additionally, we have the option to settle outstanding convertible notes in cash, although if we opt not to or do not have the ability to settle outstanding convertible notes in cash, the conversion of some or all of our convertible notes may dilute the ownership interests of existing shareholders. Any sales in the public market of the common stock issuable upon the conversion of the notes could adversely affect prevailing market prices of our common stock. In addition, the existence of the notes may encourage short selling by market participants because the conversion of the notes could depress the price of our common stock.
Certain provisions in our charter documents, Oregon law, and our debt instruments could make an acquisition of our company more difficult, limit attempts by our shareholders to replace or remove members of our Board of Directors and may adversely affect the market price of our common stock.
Our Articles of Incorporation and Bylaws, Oregon law, and contracts and debt instruments to which we are a party, contain certain provisions that could delay, defer or prevent an acquisition proposal that some, or a majority, of our shareholders might believe to be in their best interests or in which shareholders might receive a premium for their common stock over the then-prevailing market price. These provisions could also dissuade shareholders or third parties from contesting director elections and could cause investors to view our securities as less attractive investments and reduce the market price of our common stock. Certain relevant provisions of our Articles of Incorporation and Bylaws, as well as Oregon law, are described in further detail in “Description of the Registrant’s Securities Under Section 12 of the Securities Exchange Act of 1934” included as Exhibit 4.2 to this Form 10-K.
Payments of cash dividends on our common stock may be made only at the discretion of our Board of Directors and may be restricted by Oregon law.
Any decision to pay dividends will be at the discretion of our Board of Directors and will depend upon our operating results, strategic plans, capital requirements, financial condition, provisions of our borrowing arrangements and other factors our Board of Directors considers relevant. Furthermore, Oregon law imposes restrictions on our ability to pay dividends. Accordingly, we may not be able to continue to pay dividends in any given amount in the future, or at all.
Although our share repurchase program is intended to enhance long-term shareholder value, we cannot provide assurance that this will occur, and this program may be suspended or terminated at any time.
The Board of Directors has authorized our company to repurchase our common stock through a share repurchase program. Our share repurchase program may be modified, suspended or discontinued at any time without prior notice. Although the share repurchase program is intended to enhance long-term shareholder value, we cannot provide assurance that this will occur.
General Risk Factors
Unanticipated changes in our tax provisions or exposure to additional income tax liabilities could affect our financial condition and profitability, and we may take tax positions that the Internal Revenue Service or other tax authorities may contest.
We are subject to income and other taxes in the U.S. and numerous foreign jurisdictions. Our tax provision and cash tax obligations are affected by tax laws and regulations, interpretations of those laws, and significant judgments and estimates. Changes in U.S. or foreign tax laws, including rules governing the taxation of multinational companies and
24
global minimum taxes, could increase our effective tax rate, cash tax obligations or compliance costs and could affect the tax consequences of our business operations, financing arrangements and cross-border transactions.
In determining our worldwide provision for income taxes, we make significant judgments and estimates regarding matters including the deductibility of expenses, utilization of tax credits and net operating losses, the realizability of deferred tax assets, the need for valuation allowances, and our ability to generate future taxable income. Changes in our business results, tax laws or assumptions regarding future taxable income could materially affect our tax expense, tax liabilities or effective tax rate.
We have taken, and may in the future take, tax positions that the Internal Revenue Service or other U.S. or foreign tax authorities may challenge. These positions may relate to, among other matters, transfer pricing, intercompany financing, the allocation of income among jurisdictions, the valuation or characterization of cross-border transactions, the deductibility of expenses and other matters arising from our multinational operations. Tax authorities may disagree with our interpretation or application of tax laws or with the pricing or terms of transactions between our affiliated entities. If a tax authority successfully challenges a position we have taken, we could be required to pay additional taxes, interest or penalties, which could adversely affect our results of operations, financial condition or cash flows. Tax audits, disputes and litigation may also require significant management attention and result in substantial costs regardless of their ultimate outcome.
The use of social and other digital media to disseminate false, misleading and/or unreliable or inaccurate data and information could create unwarranted volatility in our stock price and losses to our shareholders and could adversely affect our reputation, products, business, and operating results.
A substantial number of people are relying on social and other digital media to receive news, data, and information. Social and other digital media can be used by anyone to publish data and information without regard for factual accuracy. The use of social and other digital media to publish inaccurate, offensive, and disparaging data and information coupled with the frequent use of strong language and hostile expression, may influence the public’s inability to distinguish between what is true and what is false and could obstruct an effective and timely response to correct inaccuracies or falsifications. Such use of social and other digital media could result in unexpected and unsubstantiated claims concerning our business in general or our products, our leadership or our reputation among customers and the public at large, thereby making it more difficult for us to compete effectively, and potentially having a material adverse effect on our business, operations, or financial condition.
Our internal control over financial accounting and reporting may not detect all errors or omissions in the financial statements.
If we fail to maintain adequate internal control over financial reporting, we may not be able to conclude on an ongoing basis that our internal control over financial reporting is effective in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 and related regulations. No system of internal control provides absolute assurance that the financial statements are accurate and free of material error.
The use of artificial intelligence technologies could adversely affect our business and competitive position.
We may increasingly evaluate and use artificial intelligence technologies in our business, and difficulties in implementing or using these technologies could result in operational issues, increased costs, reputational harm or legal liability. In addition, if artificial intelligence technologies create opportunities to improve operational efficiency and we do not successfully identify or implement relevant applications, we may fail to realize potential efficiencies or could be placed at a competitive disadvantage. These risks could adversely affect our business, financial condition and results of operations.
25
Item 1B. UNRESOLVED STAFF COMMENTS
None.
Item 1C. CYBERSECURITY
Cybersecurity represents an important component of our overall approach to risk management.
Risk Management and Strategy
Our cybersecurity program focuses on the following areas:
26
We manage risks from cybersecurity threats through the assessment and testing of our processes and practices focused on evaluating the effectiveness of our cybersecurity measures. We engage third parties as appropriate to perform assessments of our cybersecurity measures.
Governance
The Board of Directors, in coordination with the Audit Committee, oversees the management of risks from cybersecurity threats, including the policies, standards, processes and practices that management implements to address risks from cybersecurity threats.
The CIO works in coordination with other senior leadership across the Company, including our CEO, Chief Financial Officer (CFO) and Chief Legal & Compliance Officer, to implement a program designed to protect our information systems from cybersecurity threats and to promptly respond to any cybersecurity incidents. Multidisciplinary teams throughout the Company are deployed to address cybersecurity threats and to respond to cybersecurity incidents in accordance with our cybersecurity incident response procedure plan.
27
Item 2. PROPERTIES
We operate at the following primary facilities as of August 31, 2026:
Description |
Location |
Status |
|
|
|
Manufacturing Segment |
|
|
|
|
|
Operating facilities: |
18 locations in the U.S. |
Leased – 7 locations Owned – 11 locations |
|
3 locations in Mexico |
Owned – 2 locations Leased – 1 location |
|
1 location in Poland |
Owned |
|
2 locations in Romania |
Owned |
|
|
|
Administrative offices: |
1 location in the U.S. |
Leased |
|
|
|
Leasing & Fleet Management Segment |
|
|
|
|
|
Corporate offices, railcar marketing and fleet management: |
Lake Oswego, Oregon |
Leased |
We believe that our facilities are in good condition and that the facilities, together with anticipated capital improvements and additions, are adequate to meet our operating needs for the foreseeable future. We continually evaluate our facilities in order to remain competitive and to take advantage of market opportunities.
Item 3. LEGAL PROCEEDINGS
There is hereby incorporated by reference the information disclosed in Note 19 - Commitments and Contingencies to the Consolidated Financial Statements.
Item 4. MINE SAFETY DISCLOSURES
Not applicable.
28
Information About Our Executive Officers
Current information regarding our executive officers is presented below.
Lorie L. Tekorius, 59, is CEO and President and serves on the Board of Directors. Ms. Tekorius announced her plan to retire as CEO and President effective January 6, 2027. She has served as President since August 2019 and was promoted to CEO in March 2022. Ms. Tekorius was elected to the Board of Directors in March 2022. Ms. Tekorius has served in various management positions for the Company since 1995, most recently as Executive Vice President and Chief Operating Officer and prior to that, as Executive Vice President and CFO.
Brian J. Comstock, 64, is Executive Vice President and President, The Americas, a position he has held since January 2024. Mr. Comstock has been appointed to become our CEO and President effective January 6, 2027. Previously, Mr. Comstock served as Executive Vice President, Chief Commercial and Leasing Officer beginning in January 2021. Earlier, Mr. Comstock served in various management positions for the Company from 1998, including as Executive Vice President, Sales and Marketing.
Michael J. Donfris, 63, is Senior Vice President, CFO, and joined the Company in June 2024. Prior to Greenbrier, Mr. Donfris served as CFO for R.J. Corman Railroad Group since November 2020, Vice President Global Finance for Flowserve from 2018 to 2020, Vice President of Finance and Chief Accounting Officer for TrinityRail from 2015 to 2018, and has over 30 years of experience in other finance leadership roles.
Laurie Dornan, 56, is Senior Vice President, Chief Human Resources Officer, a position she has held since November 2020. Ms. Dornan has served in various human resources leadership positions since joining the Company in 2014. Prior to Greenbrier, she served in various leadership roles with Lattice Semiconductor Corporation, Nautilus, Inc. and Electro Scientific Industries.
William Glenn, 65, is Senior Vice President and President, Europe, a position he has held since January 2024. Prior to this role, Mr. Glenn served as the Chair of the Management Board of Greenbrier Europe, managing operations in Poland and Romania. Mr. Glenn returned to the company in 2019 after serving as Chief Commercial Officer for Wells Fargo Rail from 2016 to 2019. Earlier, Mr. Glenn worked in a range of roles at Greenbrier including sales, marketing and customer support, beginning in 2001.
William Krueger, 61, is Senior Vice President and Chief Operations Officer, The Americas, a position he has held since January 2024. Prior to this role, Mr. Krueger was Senior Vice President, President Greenbrier Manufacturing Operations (GMO) since September 2022 and was Senior Vice President GMO when he joined the Company in 2020. Prior to Greenbrier, Mr. Krueger held a number of operations roles in the automotive industry including positions at General Motors, Toyota, and Nissan.
Christian M. Lucky, 59, is Senior Vice President, Chief Legal & Compliance Officer, a position he has held since January 2024. Mr. Lucky has served in various legal and management positions in the Company since 2015.
Matthew J. Meyer, 45, is Senior Vice President, Finance and Chief Accounting Officer and joined the Company in February 2023. Prior to Greenbrier, Mr. Meyer was Chief Accounting Officer of Horizon Global Corporation from December 2019 to February 2023, and Corporate Controller from November 2018 to December 2019. Prior to that, Mr. Meyer held various finance leadership roles.
Executive officers are designated by the Board of Directors. No director or executive officer has a family relationship with any other director or executive officer of the Company.
29
PART II
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock has been traded on the New York Stock Exchange under the symbol GBX since July 14, 1994. There were approximately 172 holders of record of common stock as of October 21, 2026.
Issuer Purchases of Equity Securities
The Board of Directors has authorized the Company to repurchase shares of the Company’s common stock. On January 8, 2025, the Board of Directors authorized the extension of the existing share repurchase program from January 31, 2025 to January 31, 2027 and renewed the amount remaining for repurchases to $100.0 million.
As of August 31, 2026, the amount remaining for repurchase under the current authorization of the share repurchase program was $64.5 million. There were no share repurchases under this program during the three months ended August 31, 2026.
Performance Graph
The following graph demonstrates a comparison of cumulative total returns for the Company's Common Stock, the Dow Jones U.S. Industrial Transportation Index, the Standard & Poor’s (S&P) 500 Index, and the S&P SmallCap 600 Index. The S&P SmallCap 600 is included as it is used in measuring the Company's relative total stockholder return for purposes of determining the performance of certain stock awards granted beginning in 2024. The graph assumes an investment of $100 on August 31, 2021 in each of the Company's Common Stock and the stocks comprising the indices. Each of the indices assumes that all dividends were reinvested and that the investment was maintained to and including August 31, 2026, the end of the Company’s 2026 fiscal year.
30
The comparisons in this table are required by the SEC, and therefore, are not intended to forecast or be indicative of possible future performance of our Common Stock.
Item 6. RESERVED
31
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Executive Summary
We operate in two reportable segments:
We operate an integrated business model which we believe is difficult to duplicate and provides greater value for our customers and investors.
We continue to operate in an environment characterized by macroeconomic uncertainty, including inflationary pressures, global trade tensions and tariffs, volatility in foreign exchange and interest rates and geopolitical instability. These conditions, along with the potential for a sustained economic slowdown or ongoing supply chain disruptions, could materially and adversely affect our operations and financial performance. Direct impacts may include increased costs for raw materials, labor, and manufacturing inputs, while indirect impacts may include reduced demand for new railcar orders and leasing activity.
We are monitoring developments related to tariffs and trade policies, including those imposed under Section 232 of the Trade Expansion Act of 1962 on steel, aluminum and copper, the impact of the recent Determination on freight couplers from the CBP and the administration of trade policy in North America. Uncertainty in these areas has adversely affected, and may continue to adversely affect, North American industry-wide demand for new railcars, including demand for our products, and therefore, our results of operations. In addition, expanded Section 232 tariffs on steel, aluminum and copper to cover freight rail tank cars and a broad range of rail components, including couplers, axles, air brakes and wheels, have caused a material increase in the price of our tank cars to our customers in the U.S. We remain focused on managing and, to the extent possible, mitigating the potential impacts of these evolving conditions on our business.
Despite these potential headwinds, we believe we are well-positioned to continue to execute on our multi-year strategy. In addition, we believe our integrated business model provides flexibility across economic cycles. We maintain a diversified customer base and disciplined approach to managing working capital and operating costs.
We continue to execute on our strategic plan of increasing recurring revenue, expanding aggregate gross margin and raising return on invested capital. Recurring revenue is defined as Leasing & Fleet Management revenue excluding the impact of syndication transactions.
32
Financial Highlights
Results for 2026 reflected challenging conditions in the North American railcar market. Lower demand for new railcars resulted in decreased deliveries, Revenue and earnings compared to the prior year. Despite these conditions, we maintained strong market share and achieved profitability that compared favorably with prior industry downturns. Accomplishments for 2026 include the following:
Manufacturing Backlog
Our railcar backlog was 14,000 units with an estimated value of $2.1 billion as of August 31, 2026, with expected deliveries extending into 2028 and beyond. Our backlog includes approximately $740 million of railcars intended for syndication which are supported by lease agreements with external customers and may be syndicated to third parties or held in our lease fleet depending on a variety of factors. Approximately 9% of backlog units and 8% of estimated value as of August 31, 2026 were associated with our Brazilian manufacturing operations, which are accounted for under the equity method.
Our backlog of railcar units is not necessarily indicative of future results of operations. Certain orders in backlog are subject to customary documentation and completion of terms. Customers may attempt to cancel or modify orders in backlog. Historically, little variation has been experienced between the quantity ordered and the quantity actually delivered, though the timing of deliveries may be modified from time to time.
Segment Information
Effective September 1, 2025, we changed our measurement basis for allocating revenue and expenses associated with syndication activity between our Manufacturing and Leasing & Fleet Management reportable segments. This change reflects the information currently provided to our CODM to assess performance and allocate resources and had no impact on our consolidated results of operations or financial position. Prior period segment results have been recast to conform to the current period presentation. See Note 16 - Segment Information to the Consolidated Financial Statements for additional information on our reportable segments.
33
Financial Overview
Revenue, Cost of revenue, Margin and Earnings from operations presented below include amounts from external parties and exclude intersegment activity that is eliminated in consolidation.
|
|
Year Ended August 31, |
|
|||||
(In millions, except per share amounts) |
|
2026 |
|
|
2025 |
|
||
Revenue |
|
|
|
|
|
|
||
Manufacturing |
|
$ |
2,266.5 |
|
|
$ |
3,046.9 |
|
Leasing & Fleet Management |
|
|
194.6 |
|
|
|
193.3 |
|
|
|
|
2,461.1 |
|
|
|
3,240.2 |
|
Cost of revenue |
|
|
|
|
|
|
||
Manufacturing |
|
|
2,051.0 |
|
|
|
2,562.4 |
|
Leasing & Fleet Management |
|
|
76.4 |
|
|
|
70.3 |
|
|
|
|
2,127.4 |
|
|
|
2,632.7 |
|
Margin |
|
|
|
|
|
|
||
Manufacturing |
|
|
215.5 |
|
|
|
484.5 |
|
Leasing & Fleet Management |
|
|
118.2 |
|
|
|
123.0 |
|
|
|
|
333.7 |
|
|
|
607.5 |
|
Selling and administrative |
|
|
228.5 |
|
|
|
263.3 |
|
Net gain on disposition of equipment |
|
|
(38.4 |
) |
|
|
(15.9 |
) |
Earnings from operations |
|
|
143.6 |
|
|
|
360.1 |
|
Interest and foreign exchange |
|
|
65.0 |
|
|
|
75.7 |
|
Earnings before income tax and earnings from unconsolidated affiliates |
|
|
78.6 |
|
|
|
284.4 |
|
Income tax expense |
|
|
(17.4 |
) |
|
|
(91.4 |
) |
Earnings before earnings from unconsolidated affiliates |
|
|
61.2 |
|
|
|
193.0 |
|
Earnings from unconsolidated affiliates |
|
|
20.4 |
|
|
|
20.1 |
|
Net earnings |
|
|
81.6 |
|
|
|
213.1 |
|
Net earnings attributable to noncontrolling interest |
|
|
(2.6 |
) |
|
|
(9.0 |
) |
Net earnings attributable to Greenbrier |
|
$ |
79.0 |
|
|
$ |
204.1 |
|
Diluted earnings per common share |
|
$ |
2.49 |
|
|
$ |
6.35 |
|
|
|
|
|
|
|
|
||
Performance for our segments is evaluated based on Earnings from operations. Corporate includes selling and administrative costs not directly related to goods and services and certain costs that are intertwined among segments due to our integrated business model. Management does not allocate Interest and foreign exchange or Income tax expense for either external or internal reporting purposes.
|
|
Year Ended August 31, |
|
|||||
(In millions) |
|
2026 |
|
|
2025 |
|
||
Earnings (loss) from operations: |
|
|
|
|
|
|
||
Manufacturing |
|
$ |
120.8 |
|
|
$ |
377.4 |
|
Leasing & Fleet Management |
|
|
139.1 |
|
|
|
113.7 |
|
Corporate |
|
|
(116.3 |
) |
|
|
(131.0 |
) |
|
|
$ |
143.6 |
|
|
$ |
360.1 |
|
|
|
|
|
|
|
|
||
34
Consolidated Results
|
|
Year Ended August 31, |
|
|
2026 vs 2025 |
|
||||||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
Increase |
|
|
% |
|
||||
Revenue |
|
$ |
2,461.1 |
|
|
$ |
3,240.2 |
|
|
$ |
(779.1 |
) |
|
|
(24.0 |
)% |
Cost of revenue |
|
$ |
2,127.4 |
|
|
$ |
2,632.7 |
|
|
$ |
(505.3 |
) |
|
|
(19.2 |
)% |
Margin (%) |
|
|
13.6 |
% |
|
|
18.7 |
% |
|
|
(5.1 |
)% |
|
* |
|
|
Net earnings attributable to Greenbrier |
|
$ |
79.0 |
|
|
$ |
204.1 |
|
|
$ |
(125.1 |
) |
|
|
(61.3 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
* Not meaningful
Through our integrated business model, we provide a broad range of custom products and services in each of our reportable segments, which have various selling prices and margins. The demand for and mix of products and services delivered changes from period to period, which causes fluctuations in our financial results.
The 24.0% decrease in Revenue for the year ended August 31, 2026 as compared to the prior year was primarily due to a 31.9% decrease in deliveries partially offset by a change in railcar manufacturing product mix.
The 19.2% decrease in Cost of revenue for the year ended August 31, 2026 as compared to the prior year was primarily due to a 31.9% decrease in deliveries partially offset by a change in railcar manufacturing product mix.
Margin percentage decreased 5.1% for the year ended August 31, 2026 compared to the prior year primarily due to an unfavorable change in railcar manufacturing product mix and operating at lower volumes in our Manufacturing segment.
The $125.1 million decrease in Net earnings attributable to Greenbrier for the year ended August 31, 2026 as compared to the prior year was primarily due to the following:
These were partially offset by the following:
For discussion related to the results of operations and changes in financial condition for 2025 compared to 2024 refer to Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our 2025 Form 10-K, which was filed with the U.S. Securities and Exchange Commission on October 28, 2025.
35
Manufacturing Segment
|
|
Year Ended August 31, |
|
|
2026 vs 2025 |
|
||||||||||
(In millions, except deliveries) |
|
2026 |
|
|
2025 |
|
|
Increase |
|
|
% |
|
||||
Revenue |
|
$ |
2,266.5 |
|
|
$ |
3,046.9 |
|
|
$ |
(780.4 |
) |
|
|
(25.6 |
)% |
Cost of revenue |
|
$ |
2,051.0 |
|
|
$ |
2,562.4 |
|
|
$ |
(511.4 |
) |
|
|
(20.0 |
)% |
Margin (%) |
|
|
9.5 |
% |
|
|
15.9 |
% |
|
|
(6.4 |
)% |
|
* |
|
|
Earnings from operations ($) |
|
$ |
120.8 |
|
|
$ |
377.4 |
|
|
$ |
(256.6 |
) |
|
|
(68.0 |
)% |
Earnings from operations (%) |
|
|
5.3 |
% |
|
|
12.4 |
% |
|
|
(7.1 |
)% |
|
* |
|
|
Deliveries |
|
|
13,900 |
|
|
|
20,400 |
|
|
|
(6,500 |
) |
|
|
(31.9 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
* Not meaningful
Our Manufacturing segment primarily generates revenue from manufacturing a wide range of railcar products and components, syndication activity associated with leases attached to new railcar sales and performing sustainable conversion services. Manufacturing also generates revenue by providing railcar maintenance services.
Manufacturing Revenue decreased $780.4 million or 25.6% for the year ended August 31, 2026 compared to the prior year. The decrease was primarily attributed to a 31.9% decline in deliveries partially offset by a change in railcar manufacturing product mix during the year ended August 31, 2026.
Manufacturing Cost of revenue decreased $511.4 million or 20.0% for the year ended August 31, 2026 compared to the prior year. The decrease was primarily attributed to a 31.9% decline in deliveries partially offset by a change in railcar manufacturing product mix during the year ended August 31, 2026.
Manufacturing Margin as a percentage of Revenue decreased 6.4% for the year ended August 31, 2026 compared to the prior year. The decrease was primarily attributed to an unfavorable change in railcar manufacturing product mix and operating at lower volumes during the year ended August 31, 2026.
Manufacturing Earnings from operations decreased $256.6 million or 68.0% for the year ended August 31, 2026 compared to the prior year. The decrease was primarily attributed to a 31.9% decrease in deliveries during the year ended August 31, 2026.
36
Leasing & Fleet Management Segment
|
|
Year Ended August 31, |
|
|
2026 vs 2025 |
|
||||||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
Increase |
|
|
% |
|
||||
Revenue |
|
$ |
194.6 |
|
|
$ |
193.3 |
|
|
$ |
1.3 |
|
|
|
0.7 |
% |
Cost of revenue |
|
$ |
76.4 |
|
|
$ |
70.3 |
|
|
$ |
6.1 |
|
|
|
8.7 |
% |
Margin (%) |
|
|
60.7 |
% |
|
|
63.6 |
% |
|
|
(2.9 |
)% |
|
|
|
* |
Earnings from operations ($) |
|
$ |
139.1 |
|
|
$ |
113.7 |
|
|
$ |
25.4 |
|
|
|
22.3 |
% |
Earnings from operations (%) |
|
|
71.5 |
% |
|
|
58.8 |
% |
|
|
12.7 |
% |
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
* Not meaningful
The Leasing & Fleet Management segment generates revenue from leasing railcars from our lease fleet, providing various fleet management services and interim rent on leased railcars for syndication.
Leasing & Fleet Management Revenue increased $1.3 million or 0.7% for the year ended August 31, 2026 compared to the prior year. The increase was primarily attributed to a $6.5 million increase in lease revenue primarily associated with growth of the fleet and improved lease rates during the year ended August 31, 2026. This was partially offset by a $4.7 million decrease in interim rent on leased railcars for syndication during the year ended August 31, 2026.
Leasing & Fleet Management Cost of revenue increased $6.1 million or 8.7% for the year ended August 31, 2026 compared to the prior year. The increase was primarily due to a larger lease fleet and ongoing costs related to servicing leased railcars for syndication during the year ended August 31, 2026.
Leasing & Fleet Management Margin as a percentage of Revenue decreased 2.9% for the year ended August 31, 2026 compared to the prior year. The decrease was primarily attributed to ongoing costs related to servicing leased railcars for syndication partially offset by improved lease rates during the year ended August 31, 2026.
Leasing & Fleet Management Earnings from operations increased $25.4 million or 22.3% for the year ended August 31, 2026 compared to the prior year. The increase was primarily attributed to an increase in net gain on disposition of equipment from higher sales of assets from our lease fleet and higher lease revenue associated with growth of the lease fleet and improved lease rates for the year ended August 31, 2026. This was partially offset by a decrease in interim rent on leased railcars for syndication during the year ended August 31, 2026.
37
Selling and Administrative
|
|
Year Ended August 31, |
|
|
2026 vs 2025 |
|
||||||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
Increase |
|
|
% |
|
||||
Selling and administrative |
|
$ |
228.5 |
|
|
$ |
263.3 |
|
|
$ |
(34.8 |
) |
|
|
(13.2 |
)% |
Selling and administrative expense was $228.5 million or 9.3% of Revenue for the year ended August 31, 2026 and $263.3 million or 8.1% of Revenue for the year ended August 31, 2025. The $34.8 million decrease was primarily attributed to lower incentive compensation and other employee-related costs during the year ended August 31, 2026.
Net Gain on Disposition of Equipment
Net gain on disposition of equipment typically includes the sale of assets from our lease fleet (Equipment on operating leases, net) and disposition of property, plant and equipment. Assets are periodically sold in the normal course of business in order to optimize our lease fleet and to manage risk and liquidity.
Net gain on disposition of equipment was $38.4 million and $15.9 million for the years ended August 31, 2026 and 2025, respectively. The increase was primarily attributed to higher sales of assets from our lease fleet during the year ended August 31, 2026.
Interest and Foreign Exchange
Interest and foreign exchange expense was composed of the following:
|
|
Year Ended August 31, |
|
|
2026 vs 2025 |
|
||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
Increase |
|
|||
Interest and foreign exchange: |
|
|
|
|
|
|
|
|
|
|||
Interest and other expense, net |
|
$ |
70.9 |
|
|
$ |
79.3 |
|
|
$ |
(8.4 |
) |
Foreign exchange gain, net |
|
|
(5.9 |
) |
|
|
(3.6 |
) |
|
|
(2.3 |
) |
|
|
$ |
65.0 |
|
|
$ |
75.7 |
|
|
$ |
(10.7 |
) |
|
|
|
|
|
|
|
|
|
|
|||
The $10.7 million decrease in Interest and foreign exchange expense during the year ended August 31, 2026 compared to the prior year was primarily attributed to higher interest income and the change in the Mexican Peso's and Brazilian Real's foreign exchange rates relative to the U.S. Dollar during the year ended August 31, 2026.
38
Income Tax
In 2026, our Income tax expense was $17.4 million on $78.6 million of pre-tax earnings, resulting in an effective tax rate of 22.1%. The effective tax rate exceeded the U.S. federal statutory rate primarily due to state income taxes, income subject to tax in both U.S. and foreign jurisdictions, increases in valuation allowances and nondeductible officer compensation. These items were partially offset by favorable changes in foreign currency exchange rates affecting U.S. Dollar denominated foreign operations, tax credits, excess tax benefits associated with stock-based compensation and interest earned on income tax refunds.
In 2025, our Income tax expense was $91.4 million on $284.4 million of pre-tax earnings, resulting in an effective tax rate of 32.1%. This rate was higher than the U.S. federal statutory tax rate due to several factors, including the geographic mix of earnings, state taxes, U.S. taxation of foreign branch operations, the Base Erosion and Anti-Abuse Tax (BEAT) and minimum taxes in certain foreign jurisdictions. These impacts were partially offset by favorable changes in foreign currency exchange rates affecting our U.S. Dollar denominated foreign operations.
Our effective tax rate can vary from year to year due to discrete tax items and changes in the mix of foreign and domestic pre-tax earnings. It is also influenced by fluctuations in the proportion of earnings attributable to our Mexican railcar manufacturing joint venture. This joint venture is treated as a partnership for tax purposes, meaning its full pre-tax earnings are included in our consolidated earnings, while only our 50% share of the tax is included in Income tax expense.
On July 4, 2025, the U.S. enacted H.R. 1, commonly referred to as the One Big Beautiful Bill Act (OBBBA). While certain provisions affected deferred taxes and tax-related balances beginning in fiscal 2025, we do not currently expect OBBBA to have a material impact on our future effective tax rate.
Separately, the EU Member States have formally adopted the Pillar Two Directive, which establishes a minimum effective tax rate of 15% under the Organisation for Economic Co-operation and Development (OECD) Pillar Two Framework. These rules must be implemented by each country and became effective for us beginning September 1, 2024. We do not expect a material impact on our effective tax rate.
Earnings From Unconsolidated Affiliates
Through unconsolidated affiliates we produce rail and industrial components, including an ownership stake in a railcar manufacturer in Brazil. We record the results from these unconsolidated affiliates on an after-tax basis.
Earnings from unconsolidated affiliates were $20.4 million and $20.1 million for the years ended August 31, 2026 and 2025, respectively. The increase was primarily related to higher earnings at our Brazil operations for the year ended August 31, 2026.
Net Earnings Attributable to Noncontrolling Interest
Net earnings attributable to noncontrolling interest were $2.6 million and $9.0 million for the years ended August 31, 2026 and 2025, respectively.
Net earnings attributable to noncontrolling interest primarily represents our joint venture partner's share in the results of operations of our Mexican railcar manufacturing joint ventures, adjusted for intercompany sales, and our European partner’s share of the results of our European operations. The $6.4 million change from the prior year is primarily a result of a decrease in earnings due to a change in railcar manufacturing product mix at our Mexican railcar manufacturing joint venture.
39
Liquidity and Capital Resources
|
|
Year Ended August 31, |
|
|||||
(In millions) |
|
2026 |
|
|
2025 |
|
||
Net cash provided by operating activities |
|
$ |
39.6 |
|
|
$ |
265.7 |
|
Net cash used in investing activities |
|
|
(91.1 |
) |
|
|
(203.1 |
) |
Net cash used in financing activities |
|
|
(31.3 |
) |
|
|
(101.7 |
) |
Effect of exchange rate changes |
|
|
13.6 |
|
|
|
(3.1 |
) |
Net decrease in cash and cash equivalents and restricted cash |
|
$ |
(69.2 |
) |
|
$ |
(42.2 |
) |
|
|
|
|
|
|
|
||
We continue to be financed through cash generated from operations and borrowings. At August 31, 2026, Cash and cash equivalents and Restricted cash were $257.2 million, a decrease of $69.2 million from $326.4 million at August 31, 2025.
Cash Flows From Operating Activities
The $226.1 million decrease in cash from operating activities for the year ended August 31, 2026 compared to the year ended August 31, 2025 was primarily due to a $131.5 million decrease in Net earnings and a $79.2 million net change in working capital accounts, primarily Inventories.
Cash Flows From Investing Activities
Cash used in investing activities primarily related to capital expenditures net of proceeds from the sale of assets. The $112.0 million decrease in cash used in investing activities for the year ended August 31, 2026 was primarily attributable to a $115.5 million increase in Proceeds from the sale of assets compared to the year ended August 31, 2025.
|
|
Year Ended August 31, |
|
|||||
(In millions) |
|
2026 |
|
|
2025 |
|
||
Capital expenditures: |
|
|
|
|
|
|
||
Leasing & Fleet Management |
|
$ |
(174.8 |
) |
|
$ |
(140.5 |
) |
Manufacturing |
|
|
(104.5 |
) |
|
|
(139.9 |
) |
Total capital expenditures (gross) |
|
$ |
(279.3 |
) |
|
$ |
(280.4 |
) |
Proceeds from sales of assets |
|
|
192.8 |
|
|
|
77.3 |
|
Total capital expenditures (net of proceeds) |
|
$ |
(86.5 |
) |
|
$ |
(203.1 |
) |
|
|
|
|
|
|
|
||
Capital expenditures primarily relate to additions to our lease fleet and on-going investments in the safety, productivity and improvements of our facilities. Proceeds from the sale of assets primarily relate to sales of railcars from our lease fleet within Leasing & Fleet Management. Assets from our lease fleet are periodically sold in the normal course of business to accommodate customer demand and to manage risk and liquidity.
For 2027, gross capital expenditures, net of proceeds from sales of assets, are expected to be approximately $225 million to $275 million, which includes the change in capital expenditures accrued in Accounts payable and accrued liabilities. Capital expenditures for 2027 primarily relate to additions to our lease fleet reflecting our leasing strategy and continued investments into the safety and productivity of our facilities.
Cash Flows From Financing Activities
The $70.4 million decrease in Net cash used in financing activities for the year ended August 31, 2026 compared to the year ended August 31, 2025 was primarily attributed to a $102.6 million increase in net borrowings partially offset by a $31.9 million increase in cash distributions to joint venture partners during the year ended August 31, 2026.
Our Leasing senior term debt was amended in May 2026 on similar terms, providing for an additional $125.0 million available under a delayed draw facility through November 2026 and extending the maturity date from August 2027 to May 2032. The Leasing senior term debt bears interest at a rate of SOFR plus 1.625%, with principal of $2.6 million
40
paid quarterly in arrears and a balloon payment of $237.0 million due upon maturity. Interest rate swap agreements cover nearly 100% of the principal balance to swap the floating interest rate to fixed rates.
In February 2026, we issued $300.0 million of term notes secured by a portfolio of railcars and associated operating leases and other assets. GBX Leasing used a portion of the net proceeds received from the issuance of the term notes to pay down the GBXL warehouse credit facility.
Our Corporate senior term debt was amended in May 2025 on similar terms, extending the maturity date from August 2026 to May 2030. Principal payments of $3.1 million are to be paid quarterly in arrears with a balloon payment of $190.6 million due upon maturity. The principal balance as of August 31, 2026 was $237.5 million.
Dividend & Share Repurchase Program
A quarterly dividend of $0.34 per share was declared on October 21, 2026.
The Board of Directors has authorized our company to repurchase in aggregate up to $100.0 million of our common stock. On January 8, 2025, the Board of Directors authorized the extension of the existing share repurchase program from January 31, 2025 to January 31, 2027 and renewed the amount remaining for repurchase to $100.0 million. Under the share repurchase program, shares of common stock may be purchased from time to time on the open market or through privately negotiated transactions. The timing and amount of purchases is based upon market conditions, securities law limitations and other factors. The program may be modified, suspended, or discontinued at any time without prior notice. The share repurchase program does not obligate us to acquire any specific number of shares in any period.
During the year ended August 31, 2026, we purchased a total of 313 thousand shares for $13.3 million under the current authorization of the share repurchase program. As of August 31, 2026, the amount remaining for repurchase under the current authorization of the share repurchase program was $64.5 million. During the year ended August 31, 2025, we purchased 517 thousand shares for $22.2 million.
Cash, Borrowing Availability and Credit Facilities
Our current cash balance is part of our strategy to maintain strong liquidity to respond to current uncertainties. As of August 31, 2026, we had $235.1 million in Cash and cash equivalents and $727.2 million in available borrowings. The available balance to draw under committed credit facilities includes $428.5 million on the North American revolving credit facility, $37.7 million on the European revolving credit facilities, and $136.0 million on the Mexican revolving credit facilities, in addition to $125.0 million as a delayed draw facility under the Leasing senior term debt agreement.
Our senior secured credit facilities aggregated to $1.3 billion as of August 31, 2026, which consisted of the following components:
Corporate and other – Recourse
North American revolving credit facility – As of August 31, 2026, a $600.0 million revolving line of credit existed to provide working capital and interim financing of equipment, principally for our U.S. and Mexican operations. The North American revolving credit facility is secured by substantially all of our U.S. assets not otherwise pledged as security for term loans, the warehouse credit facility or the railcar asset-backed securities. Available borrowings are generally based on defined levels of eligible inventory, receivables, property, plant and equipment and leased equipment, as well as total debt to consolidated capitalization and fixed charges coverage ratios. Outstanding commitments under the North American revolving credit facility included letters of credit which totaled $51.1 million and $5.4 million as of August 31, 2026 and 2025, respectively. Advances bear interest at the Secured Overnight Financing Rate (SOFR) plus 1.50% or Prime plus 0.50% depending on the type of borrowing. The North American revolving credit facility matures in May 2030.
European revolving credit facilities – As of August 31, 2026, lines of credit totaling $130.5 million, secured by certain of our European assets, were available for working capital needs of our European manufacturing operations. The European lines of credit include $59.0 million which is guaranteed by us. The European revolving credit facilities have variable rates that range from Warsaw Interbank Offered Rate (WIBOR) plus 1.20% to WIBOR plus 1.25% and
41
Euro Interbank Offered Rate (EURIBOR) plus 1.00% to EURIBOR plus 1.90%. The European revolving credit facilities are regularly renewed and currently have maturities that range from October 2026 through September 2028.
Mexican revolving credit facilities – As of August 31, 2026, our Mexican railcar manufacturing operations had lines of credit totaling $156.0 million for working capital needs, $56.0 million of which we and our joint venture partner have each guaranteed 50%. Advances under these facilities bear interest at variable rates that range from SOFR plus 2.00% to SOFR plus 3.80%. The Mexican revolving credit facilities have maturities that range from January 2027 through July 2029.
Lease fleet and other – Nonrecourse
Leasing warehouse credit facility – As of August 31, 2026, a $450.0 million nonrecourse warehouse credit facility existed to support the operations of our leasing business in North America. Advances under the facility are secured by a pool of leased railcars and bear interest at SOFR plus 1.70%. The Leasing warehouse credit facility converts to a term loan in September 2027 and matures in September 2029.
The following table summarizes our credit facility balances:
|
|
As of August 31, |
|
|||||
(In millions) |
|
2026 |
|
|
2025 |
|
||
Corporate and other – Recourse: |
|
|
|
|
|
|
||
North American revolving credit facility |
|
$ |
50.0 |
|
|
$ |
5.0 |
|
European revolving credit facilities |
|
$ |
92.8 |
|
|
$ |
77.6 |
|
Mexican revolving credit facilities |
|
$ |
20.0 |
|
|
$ |
70.0 |
|
Lease fleet – Nonrecourse: |
|
|
|
|
|
|
||
Leasing warehouse credit facility |
|
$ |
— |
|
|
$ |
222.3 |
|
|
|
|
|
|
|
|
||
Other Information
The revolving and operating lines of credit, along with notes payable, contain covenants with respect to us, the most restrictive of which, among other things, limit our ability to: incur additional indebtedness or guarantees; pay dividends or repurchase stock; enter into finance leases; create liens; sell assets; engage in transactions with affiliates, including joint ventures and non U.S. subsidiaries, including but not limited to loans, advances, equity investments and guarantees; enter into mergers, consolidations or sales of substantially all our assets; and enter into new lines of business. The covenants also require certain maximum ratios of debt to total capitalization and minimum levels of fixed charges (interest plus rent) coverage. As of August 31, 2026, we were in compliance with all such restrictive covenants.
From time to time, we may seek to repurchase or otherwise retire or exchange securities, including outstanding convertible notes, borrowings and equity securities, and take other steps to reduce our debt, extend the maturities of our debt or otherwise improve our balance sheet. These actions may include open market repurchases, unsolicited or solicited privately negotiated transactions or other retirements, repurchases or exchanges. Such retirements, repurchases or exchanges of one note or security for another note or security (now or hereafter existing), if any, will depend on a number of factors, including, but not limited to, prevailing market conditions, trading levels of our debt, our liquidity requirements and contractual restrictions, if applicable. The amounts involved in any such transactions may, individually or in the aggregate, be material and may involve all or a portion of a particular series of notes or other indebtedness which may reduce the float and impact the trading market of notes or other indebtedness which remain outstanding.
We have global operations that conduct business in their local currencies as well as other currencies. To mitigate the exposure to transactions denominated in currencies other than the functional currency of each entity, we enter into foreign exchange contracts with established financial institutions to protect the revenue or margin on a portion of forecasted foreign currency sales and expenses. Given the strong credit standing of the counterparties, no provision has been made for credit loss due to counterparty non-performance.
42
To mitigate the exposure to changes in interest rates, we have managed a portion of our variable rate debt with interest rate swap agreements, effectively converting $462.2 million of variable rate debt to fixed rate debt as of August 31, 2026.
We expect existing funds and cash generated from operations, together with proceeds from financing activities including borrowings under existing credit facilities and long-term financings, to be sufficient to fund expected debt repayments, working capital needs, planned capital expenditures, additional investments in our unconsolidated affiliates and dividends during the next twelve months.
The following table shows our estimated future contractual cash obligations as of August 31, 2026:
|
|
Year Ended August 31, |
|
|||||||||||||||||||||||||
(In millions) |
|
Total |
|
|
2027 |
|
|
2028 |
|
|
2029 |
|
|
2030 |
|
|
2031 |
|
|
Thereafter |
|
|||||||
Debt 1 |
|
$ |
1,855.3 |
|
|
$ |
181.7 |
|
|
$ |
445.4 |
|
|
$ |
41.9 |
|
|
$ |
230.5 |
|
|
$ |
65.0 |
|
|
$ |
890.8 |
|
Interest 2 |
|
|
940.4 |
|
|
|
73.8 |
|
|
|
71.3 |
|
|
|
57.1 |
|
|
|
53.5 |
|
|
|
42.2 |
|
|
|
642.5 |
|
Railcar & operating leases |
|
|
91.7 |
|
|
|
17.0 |
|
|
|
15.9 |
|
|
|
14.2 |
|
|
|
11.0 |
|
|
|
7.4 |
|
|
|
26.2 |
|
|
|
$ |
2,887.4 |
|
|
$ |
272.5 |
|
|
$ |
532.6 |
|
|
$ |
113.2 |
|
|
$ |
295.0 |
|
|
$ |
114.6 |
|
|
$ |
1,559.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
1 The repayment of the $373.8 million of 2028 Convertible Notes due April 2028 is assumed to occur at the scheduled maturity instead of assuming an earlier conversion by the holders.
2 A portion of the estimated future cash obligation relates to interest on variable rate borrowings. Amounts are based on interest rates as of August 31, 2026.
Off-Balance Sheet Arrangements
We do not currently have off balance sheet arrangements that have or are likely to have a material current or future effect on our Consolidated Financial Statements.
Critical Accounting Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires judgment on the part of management to arrive at estimates and assumptions on matters that are inherently uncertain. These estimates may affect the amount of assets, liabilities, revenue and expenses reported in the financial statements and accompanying notes and disclosure of contingent assets and liabilities within the financial statements. Estimates and assumptions are periodically evaluated and may be adjusted in future periods. Actual results could differ from those estimates.
Impairment of long-lived assets - We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. When such events or changes in circumstances occur, a recoverability test is performed based upon estimated undiscounted cash flows expected to be realized over the remaining useful life of the asset group. If the carrying amount of an asset group exceeds the estimated undiscounted future cash flows, an impairment would be measured as the difference between the fair value of the asset group and the carrying amount of the asset group.
An asset group is generally established by identifying the lowest level of cash flows generated by a group of assets that are largely independent of the cash flows of other assets. Determining whether a long-lived asset is impaired requires various estimates and assumptions, including whether a triggering event has occurred, the identification of asset groups, and the determination of the fair value of real and personal property. Estimates of future cash flows are by nature highly uncertain and contemplate factors that may change over time.
Goodwill - We evaluate goodwill for possible impairment annually or more frequently if events or changes in circumstances indicate that the carrying amounts of our reporting units exceed their fair value. We test goodwill for impairment by either performing a qualitative or quantitative assessment. When we perform a qualitative assessment, we analyze macroeconomic and industry conditions, financial performance, and cost estimates associated with a particular reporting unit. This assessment requires subjectivity based on cumulative information available at the assessment date. If a qualitative assessment indicates it is more likely than not that the carrying value of a reporting unit exceeds its respective fair value, a quantitative assessment is performed. We performed a qualitative assessment for our annual goodwill impairment test during the third quarter of 2026 and determined that it was more likely than
43
not that the fair values of all reporting units with goodwill exceeded their carrying values; therefore, we concluded that goodwill was not impaired.
When we perform a quantitative assessment, we exercise judgment to develop estimates of the fair values of our reporting units based on a weighting of income and market approaches. Under the income approach, we calculate the fair value of a reporting unit based on the present value of estimated future cash flows which incorporates forecasted revenues, long-term growth rate, gross margin percentages, operating expenses, and the use of discount rates. Under the market approach, we estimate the fair value based on observed market multiples for comparable businesses. If the fair value of a reporting unit is lower than its carrying value, an impairment to goodwill is recorded, not to exceed the carrying amount of goodwill in the reporting unit.
We make certain estimates and assumptions to determine our reporting units and whether the fair value of each reporting unit is greater than its respective carrying value. The above highlighted judgments contemplated estimates and effects of macroeconomic trends that are inherently uncertain. Changes in these estimates, which may include the effects of inflation and policy reactions thereto, increases in pricing of materials and components, changes in demand, or potential macroeconomic events may cause future assessment conclusions to differ. For further information, see Note 6 - Goodwill to the Consolidated Financial Statements.
Income taxes - The asset and liability method is used to account for income taxes. We are required to estimate the timing of the recognition of deferred tax assets and liabilities, make assumptions about the future deductibility of deferred tax assets and assess deferred tax liabilities based on enacted law and tax rates for each tax jurisdiction to determine the amount of deferred tax assets and liabilities. Deferred income taxes are provided for the temporary effects of differences between assets and liabilities recognized for financial statement and income tax reporting purposes. Valuation allowances reduce deferred tax assets to an amount that will more likely than not be realized. We recognize a tax benefit from uncertain tax positions in the financial statements only when it is more likely than not the position will be sustained upon examination by relevant tax authorities.
Our annual tax rate is based on our income, statutory tax rates, and tax planning opportunities available to us in the various jurisdictions in which we operate. Judgment is required in determining our tax expense and in evaluating our tax positions, as tax laws are complex and subject to different interpretations by taxpayers and government taxing authorities. Our income tax rate is affected by the tax rates that apply to our foreign earnings and could be adversely impacted by higher or lower earnings than anticipated in a particular jurisdiction. In addition to local country tax laws and regulations which may apply minimum taxes, our income tax rate depends on the extent that our foreign earnings are taxed by the U.S. through provisions such as the global intangible low-taxed income tax and BEAT. We review our deferred tax assets and tax positions quarterly and adjust the balances as new information becomes available. For further information regarding income taxes, see Note 15 - Income Taxes to the Consolidated Financial Statements.
Contingencies - We may be involved in various proceedings related to legal and regulatory matters, including environmental matters. We estimate future costs for known legal and regulatory matters and accrue a reserve for such matters when it is probable that we have incurred a liability and the related costs can be reasonably estimated based on currently available information. Adjustments to these reserves are made when additional information becomes available that affects the estimated liability or when expenditures for such established reserves are incurred.
Judgments used in determining if a liability is probable or estimable are subjective and based on known facts and our historical experience with similar matters. Our reserves for legal and regulatory matters may change in the future if new developments or changes in circumstances differ from assumptions used to develop the reserve. Due to the uncertain nature of legal and regulatory matters, there can be no assurance that we will not become involved in future litigation or other regulatory proceedings or, if we were found to be responsible or liable in any litigation or other regulatory proceeding, that such costs would not be material to us. For further information regarding our contingencies, see Note 19 - Commitments and Contingencies to the Consolidated Financial Statements.
44
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Foreign Currency Exchange Risk
We have global operations that conduct business in their local currencies as well as other currencies. To mitigate the exposure to transactions denominated in currencies other than the functional currency of each entity, we enter into foreign currency forward exchange contracts to protect revenue or margin on a portion of forecasted foreign currency sales and expenses. At August 31, 2026 exchange rates, notional amounts of foreign exchange contracts for the purchase of Polish Zlotys and the sale of Euros, the purchase and sale of U.S. Dollars and Euros, and the purchase and sale of Mexican Pesos and U.S. Dollars aggregated to $190.7 million. Because of the variety of currencies in which purchases and sales are transacted and the interaction between currency rates, it is not possible to predict the impact of foreign currency exchange rate fluctuations on future operating results.
In addition to exposure to transaction gains or losses, we are also exposed to foreign currency exchange risk related to the net asset position of our foreign subsidiaries. At August 31, 2026, net assets of foreign subsidiaries aggregated to $132.7 million and a 10% strengthening of the U.S. Dollar relative to the foreign currencies would result in a decrease in equity of $13.3 million, or 0.8% of Total equity - Greenbrier. This calculation assumes that each exchange rate would change in the same direction relative to the U.S. Dollar.
Interest Rate Risk
We have managed a portion of our variable rate debt with interest rate swap agreements, effectively converting $462.2 million of variable rate debt to fixed rate debt. Notwithstanding these interest rate swap agreements, we are still exposed to interest rate risk relating to our revolving debt and a portion of term debt, which are at variable rates. At August 31, 2026, 85% of our outstanding debt had fixed rates and 15% had variable rates. At August 31, 2026, a uniform 10% increase in variable interest rates would result in approximately $0.9 million of additional annual interest expense.
45
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
The Greenbrier Companies, Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of The Greenbrier Companies, Inc. and subsidiaries (the Company) as of August 31, 2026 and 2025, the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended August 31, 2026, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of August 31, 2026 and 2025, and the results of its operations and its cash flows for each of the years in the three-year period ended August 31, 2026, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of August 31, 2026, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated October 26, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
46
Sufficiency of audit evidence over inventory
As discussed in Notes 1, 2, and 4 to the consolidated financial statements, the Company operates from facilities in the U.S., Mexico, Poland and Romania to produce various railcars, component parts and perform railcar maintenance services and wheel and axle servicing. Work-in-process inventory includes material, labor and overhead. Finished goods includes completed wheels, component parts and finished railcars in transit or not on lease. The Company held $742.1 million of inventory as of August 31, 2026.
We identified the evaluation of the sufficiency of audit evidence over inventory as a critical audit matter. Determining the locations over which to perform procedures required a high degree of subjective auditor judgment due to the numerous global locations where inventory is held and the number of information technology (IT) systems involved in the inventory processes. Involvement of IT professionals with specialized skills and knowledge was required to assist in the performance of certain procedures.
The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures performed over inventory, including the selection of locations where procedures were performed. For each location over which procedures were performed, we evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s inventory processes. For each inventory location over which procedures were performed, we involved IT professionals who assisted in testing general IT controls for certain IT applications and automated controls used by the Company in its inventory processes. In addition, for a sample of recorded inventory items, we assessed the quantities recorded by comparing to quantities physically counted and, for a sample of recorded inventory items, we assessed the cost recorded by comparing to underlying documentation, including purchase invoices. We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed, including the appropriateness of the nature and extent of such evidence.
/s/ KPMG LLP
We have served as the Company’s auditor since 2011.
Portland, Oregon
October 26, 2026
47
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Consolidated Balance Sheets
As of August 31,
(In millions, except number of shares which are reflected in thousands) |
|
2026 |
|
|
2025 |
|
||
Assets |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Restricted cash |
|
|
|
|
|
|
||
Accounts receivable, net |
|
|
|
|
|
|
||
Income tax receivable |
|
|
|
|
|
|
||
Inventories |
|
|
|
|
|
|
||
Leased railcars for syndication |
|
|
|
|
|
|
||
Equipment on operating leases, net |
|
|
|
|
|
|
||
Property, plant and equipment, net |
|
|
|
|
|
|
||
Investment in unconsolidated affiliates |
|
|
|
|
|
|
||
Intangibles and other assets, net |
|
|
|
|
|
|
||
Goodwill |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
Liabilities and Equity |
|
|
|
|
|
|
||
Accounts payable and accrued liabilities |
|
$ |
|
|
$ |
|
||
Debt, net |
|
|
|
|
|
|
||
Recourse |
|
|
|
|
|
|
||
Non-recourse |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Deferred income taxes |
|
|
|
|
|
|
||
Deferred revenue |
|
|
|
|
|
|
||
(Notes 18 & 19) |
|
|
|
|
|
|
||
Contingently redeemable noncontrolling interest |
|
|
|
|
|
|
||
Equity |
|
|
|
|
|
|
||
Greenbrier |
|
|
|
|
|
|
||
Preferred stock - par value; |
|
|
|
|
|
|
||
Common stock - par value; |
|
|
|
|
|
|
||
Additional paid-in capital |
|
|
|
|
|
|
||
Retained earnings |
|
|
|
|
|
|
||
Accumulated other comprehensive loss |
|
|
( |
) |
|
|
( |
) |
Total equity - Greenbrier |
|
|
|
|
|
|
||
Noncontrolling interest |
|
|
|
|
|
|
||
Total equity |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
The accompanying notes are an integral part of these financial statements.
48
Consolidated Statements of Income
Years ended August 31,
(In millions, except number of shares which are reflected in thousands and per share amounts) |
|
2026 |
|
|
2025 |
|
|
2024 |
|
|||
Revenue |
|
|
|
|
|
|
|
|
|
|||
Manufacturing |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Leasing & Fleet Management |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Cost of revenue |
|
|
|
|
|
|
|
|
|
|||
Manufacturing |
|
|
|
|
|
|
|
|
|
|||
Leasing & Fleet Management |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Margin |
|
|
|
|
|
|
|
|
|
|||
Selling and administrative |
|
|
|
|
|
|
|
|
|
|||
Net gain on disposition of equipment |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Earnings from operations |
|
|
|
|
|
|
|
|
|
|||
Interest and foreign exchange |
|
|
|
|
|
|
|
|
|
|||
Earnings before income tax and earnings from unconsolidated affiliates |
|
|
|
|
|
|
|
|
|
|||
Income tax expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Earnings before earnings from unconsolidated affiliates |
|
|
|
|
|
|
|
|
|
|||
Earnings from unconsolidated affiliates |
|
|
|
|
|
|
|
|
|
|||
Net earnings |
|
|
|
|
|
|
|
|
|
|||
Net earnings attributable to noncontrolling interest |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net earnings attributable to Greenbrier |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Basic earnings per common share |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Diluted earnings per common share |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Weighted average common shares |
|
|
|
|
|
|
|
|
|
|||
Basic |
|
|
|
|
|
|
|
|
|
|||
Diluted |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
The accompanying notes are an integral part of these financial statements.
49
Consolidated Statements of Comprehensive Income
Years ended August 31,
(In millions) |
|
2026 |
|
|
2025 |
|
|
2024 |
|
|||
Net earnings |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Other comprehensive income (loss) |
|
|
|
|
|
|
|
|
|
|||
Translation adjustment |
|
|
|
|
|
|
|
|
( |
) |
||
Reclassification of derivative financial instruments recognized in net earnings 1 |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Unrealized gain on derivative financial instruments 2 |
|
|
|
|
|
|
|
|
|
|||
Other (net of tax effect) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||
Comprehensive income |
|
|
|
|
|
|
|
|
|
|||
Comprehensive income attributable to noncontrolling interest |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Comprehensive income attributable to Greenbrier |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
1 Net of tax effect of $
2 Net of tax effect of $(
The accompanying notes are an integral part of these financial statements.
50
Consolidated Statements of Equity
|
|
Attributable to Greenbrier |
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
(In millions) |
|
Common |
|
|
Additional |
|
|
Retained |
|
|
Accumulated |
|
|
Total |
|
|
Noncontrolling |
|
|
Total |
|
|
Contingently |
|
||||||||
Balance August 31, 2023 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
Net earnings |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Other comprehensive loss, net |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
Noncontrolling interest adjustments |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Joint venture partner distribution declared |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
Issuance of vested restricted stock units (net of shares withheld for tax) |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
Stock based compensation expense |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|||
Repurchase of stock |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
Cash dividends ($ |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
Balance August 31, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
Net earnings |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Other comprehensive income, net |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
||||
Noncontrolling interest adjustments |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
||
Joint venture partner distribution declared |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
Issuance of vested restricted stock units (net of shares withheld for tax) |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
Stock based compensation expense |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|||
Repurchase of stock |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
Cash dividends ($ |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
Balance August 31, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
Net earnings |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Other comprehensive income, net |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|||
Noncontrolling interest adjustments |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
Joint venture partner distribution declared |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
Issuance of vested restricted stock units (net of shares withheld for tax) |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
Stock based compensation expense |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|||
Repurchase of stock |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
Cash dividends ($ |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
Balance August 31, 2026 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
The accompanying notes are an integral part of these financial statements.
51
Consolidated Statements of Cash Flows
Years ended August 31,
(In millions) |
|
2026 |
|
|
2025 |
|
|
2024 |
|
|||
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|||
Net earnings |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Adjustments to reconcile net earnings to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
|||
Deferred income taxes |
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|||
Net gain on disposition of equipment |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Stock based compensation expense |
|
|
|
|
|
|
|
|
|
|||
Earnings from unconsolidated affiliates |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Noncontrolling interest adjustments |
|
|
( |
) |
|
|
|
|
|
|
||
Other |
|
|
( |
) |
|
|
|
|
|
|
||
Decrease (increase) in assets: |
|
|
|
|
|
|
|
|
|
|||
Accounts receivable, net |
|
|
|
|
|
( |
) |
|
|
|
||
Income tax receivable |
|
|
|
|
|
|
|
|
( |
) |
||
Inventories |
|
|
( |
) |
|
|
|
|
|
|
||
Leased railcars for syndication |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other assets |
|
|
|
|
|
|
|
|
|
|||
Increase (decrease) in liabilities: |
|
|
|
|
|
|
|
|
|
|||
Accounts payable and accrued liabilities |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Deferred revenue |
|
|
|
|
|
( |
) |
|
|
|
||
Net cash provided by operating activities |
|
|
|
|
|
|
|
|
|
|||
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
|||
Proceeds from sales of assets |
|
|
|
|
|
|
|
|
|
|||
Capital expenditures |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other |
|
|
( |
) |
|
|
— |
|
|
|
|
|
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|||
Net changes in debt with maturities of 90 days or less |
|
|
|
|
|
|
|
|
( |
) |
||
Proceeds from debt with maturities longer than 90 days |
|
|
|
|
|
|
|
|
|
|||
Repayments of debt with maturities longer than 90 days |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Debt issuance costs |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Repurchase of stock, including excise tax |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Dividends |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Cash distribution to joint venture partner |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Tax payments for net share settlement of restricted stock |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net cash provided by (used in) financing activities |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Effect of exchange rate changes |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Increase (decrease) in cash and cash equivalents and restricted cash |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Cash and cash equivalents and restricted cash |
|
|
|
|
|
|
|
|
|
|||
Beginning of period |
|
|
|
|
|
|
|
|
|
|||
End of period |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Balance Sheet Reconciliation |
|
|
|
|
|
|
|
|
|
|||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Restricted cash |
|
|
|
|
|
|
|
|
|
|||
Total cash and cash equivalents and restricted cash as presented above |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Cash paid during the period for |
|
|
|
|
|
|
|
|
|
|||
Interest |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Income taxes (received) paid, net |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||
Non-cash activity |
|
|
|
|
|
|
|
|
|
|||
Transfer from Leased railcars for syndication and Inventories to Equipment on operating leases, net |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Capital expenditures accrued in Accounts payable and accrued liabilities |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Change in Accounts payable and accrued liabilities associated with dividends declared |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Change in Accounts payable and accrued liabilities associated with repurchase of stock |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
The accompanying notes are an integral part of these financial statements.
52
Notes to Consolidated Financial Statements
Note 1 — Nature of Operations
The Company operates in
Effective September 1, 2025, the Company changed its measurement basis for allocating revenue and expenses associated with syndication activity between the Manufacturing and Leasing & Fleet Management reportable segments. This change reflects the information currently provided to the Company’s CODM to assess performance and allocate resources and had no impact on the Company’s consolidated results of operations or financial position. Prior period segment results have been recast to conform to the current period presentation. See Note 16 – Segment Information to the Consolidated Financial Statements for additional information on the Company’s reportable segments.
Note 2 — Summary of Significant Accounting Policies
Principles of consolidation - The financial statements include the accounts of the Company and its subsidiaries in which it has a controlling interest. All intercompany transactions and balances are eliminated upon consolidation.
Unclassified balance sheet - The balance sheets of the Company are presented in an unclassified format as a result of significant leasing activities for which the current or non-current distinction is not relevant. In addition, the activities of the Manufacturing and Leasing & Fleet Management segments are so intertwined that in the opinion of management, any attempt to separate the respective balance sheet categories would not be meaningful and may lead to the development of misleading conclusions by the reader.
Foreign currency translation - Certain operations outside the U.S. prepare financial statements in currencies other than the U.S. Dollar. Revenues and expenses are translated at monthly average exchange rates during the year, while assets and liabilities are translated at year-end exchange rates. Translation adjustments are recorded in Other comprehensive income (loss) and accumulated as a separate component of equity.
Cash and cash equivalents - Cash may temporarily be invested primarily in money market funds. All highly-liquid investments with a maturity of three months or less at the date of acquisition are considered cash equivalents.
Restricted cash - Restricted cash relates to amounts held to support a target minimum rate of return on certain agreements, terms of our credit agreement, and a pass through account for activity related to management services provided for certain third-party customers.
Accounts receivable - Accounts receivable consists of receivables from customers and receivables from related parties (see Note 14 - Related Party Transactions to the Consolidated Financial Statements) and is stated net of allowance for credit losses of $
|
|
Year Ended August 31, |
|
|||||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
2024 |
|
|||
Allowance for credit losses |
|
|
|
|
|
|
|
|
|
|||
Balance at beginning of period |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Additions, net of reversals |
|
|
( |
) |
|
|
|
|
|
|
||
Usage |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Currency translation effect |
|
|
|
|
|
|
|
|
|
|||
Balance at end of period |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
53
Inventories - Inventories are valued at the lower of cost or net realizable value using the first-in first-out method. Work-in-process includes material, labor and overhead. Finished goods includes completed wheels, component parts and finished railcars in transit or not on lease.
Leased railcars for syndication - Leased railcars for syndication consist of newly-built railcars manufactured at one of the Company’s facilities or railcars purchased from third parties, which have been placed on lease to a customer and which the Company intends to sell to an investor with the lease attached. These railcars are generally anticipated to be sold within six months of delivery of the last railcar in a group or six months from when the Company acquires the railcar from a third-party and are typically not depreciated during that period as the Company does not believe any economic value of a railcar is lost in the first six months. In the event the railcars are not sold in the first six months, the railcars are either held in Leased railcars for syndication and are depreciated or are transferred to Equipment on operating leases and are depreciated.
Equipment on operating leases, net - Equipment on operating leases is stated net of accumulated depreciation. Depreciation to estimated salvage value is provided on the straight-line method over the estimated useful lives of up to
Investment in unconsolidated affiliates - Investment in unconsolidated affiliates includes the Company’s interests in certain investees which are accounted for under the equity method of accounting as the Company has determined that the investment provides the Company with the ability to exercise significant influence, but not control, over the investee. Significant influence is generally deemed to exist if the Company has an ownership interest in the voting stock of the investee of at least 20%. Several factors are considered in determining whether the equity method of accounting is appropriate including the relative ownership interests and governance rights of the joint venture partners.
As of August 31, 2026, investments in unconsolidated affiliates include the Company’s
Property, plant and equipment - Property, plant and equipment is stated at cost, net of accumulated depreciation.
|
|
Depreciable Life |
Buildings and improvements |
|
|
Machinery and equipment |
|
|
Other |
|
Intangible and other assets, net - Intangible assets are recorded when a portion of the purchase price of an acquisition is allocated to assets such as customer contracts and relationships and trade names. Intangible assets with finite lives are amortized using the straight line method over their estimated useful lives which are up to
Impairment of long-lived assets - When changes in circumstances indicate the carrying amount of certain long-lived asset groups may not be recoverable, the assets are evaluated for impairment. If the forecasted undiscounted future cash flows are less than the carrying amount of the assets, an impairment charge to reduce the carrying value of the assets to estimated realizable value is recognized.
Goodwill - Goodwill is recorded when the purchase price of an acquisition exceeds the fair market value of the net assets acquired. Goodwill is not amortized and is tested for impairment at least annually and more frequently if
54
indicators of impairment arise. The Company reviews goodwill for impairment annually using either a qualitative assessment or a quantitative goodwill impairment test. If the qualitative assessment is selected and the Company determines that the fair value of each reporting unit more likely than not exceeds its carrying value, no further assessment is necessary. For reporting units where the Company performs the quantitative goodwill impairment test, an impairment loss is recorded to the extent that the reporting unit’s carrying amount exceeds the reporting unit’s fair value. An impairment loss cannot exceed the total amount of goodwill allocated to the reporting unit.
Warranty accruals - Warranty costs are estimated and charged to operations to cover a defined warranty period. The estimated warranty cost is based on history of warranty claims for each particular product type. For new product types without a warranty history, preliminary estimates are based on historical information for similar product types. The warranty accruals, included in Accounts payable and accrued liabilities, are reviewed periodically and updated based on warranty trends.
Income taxes - The asset and liability method is used to account for income taxes. Deferred income taxes are provided for the temporary effects of differences between assets and liabilities recognized for financial statement and income tax reporting purposes. Valuation allowances reduce deferred tax assets to an amount that will more likely than not be realized. The Company recognizes a tax benefit from uncertain tax positions in the financial statements only when it is more likely than not the position will be sustained upon examination by relevant tax authorities. The Company reevaluates these uncertain tax positions on a quarterly basis. Changes in tax law or court interpretations may result in the recognition of a tax benefit or an additional charge to the tax provision.
Deferred revenue - Cash payments received prior to meeting revenue recognition criteria are recorded in Deferred revenue. Amounts are reclassified out of Deferred revenue once the revenue recognition criteria have been met.
Noncontrolling interest and Contingently redeemable noncontrolling interest - The Company has a joint venture with Grupo Industrial Monclova, S.A. (GIMSA) that manufactures new railroad freight cars for the North American marketplace at GIMSA’s existing manufacturing facility located in Frontera, Mexico. Each party owns a
Greenbrier-Astra Rail B.V. was formed with Astra Holdings GmbH (Astra) in 2017 to combine the Company’s existing European operations in Poland and Astra's operations in Romania. Greenbrier-Astra Rail B.V. is controlled by the Company with an approximate
The Company consolidates Greenbrier-Astra Rail B.V. for financial reporting purposes and includes the noncontrolling interest in the mezzanine section of the Consolidated Balance Sheet in Contingently redeemable noncontrolling interest. The carrying value of the noncontrolling interest cannot be less than the maximum redemption amount, which is the amount Greenbrier will settle the put option for if exercised. There were
Net earnings attributable to noncontrolling interest on the Company’s Consolidated Statement of Income represents the Company’s partners’ share of results from operations.
55
Accumulated other comprehensive loss – Accumulated other comprehensive loss (AOCL), net of tax as appropriate, consisted of the following:
(In millions) |
|
Unrealized Gain (Loss) on Derivative Financial Instruments |
|
|
Foreign Currency Translation Adjustment |
|
|
Other |
|
|
AOCL |
|
||||
Balance, August 31, 2023 |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Other comprehensive income (loss) before reclassifications |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
Amounts reclassified from AOCL |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Balance, August 31, 2024 |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Other comprehensive income (loss) before reclassifications |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Amounts reclassified from AOCL |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Balance, August 31, 2025 |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Other comprehensive income (loss) before reclassifications |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Amounts reclassified from AOCL |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Balance, August 31, 2026 |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenue recognition - The Company measures revenue at the amounts that reflect the consideration to which it expects to be entitled in exchange for transferring control of goods and services to customers. The Company recognizes revenue either at the point in time or over the period of time that performance obligations to customers are satisfied. The Company treats shipping costs that occur after control is transferred as fulfillment costs. Payment terms vary by segment and product type and are generally due within normal commercial terms. The Company’s contracts with customers may include multiple performance obligations (e.g. railcars, maintenance, management services, etc.). For such arrangements, the Company allocates revenues to each performance obligation based on its relative standalone selling price. The Company has disaggregated revenue from contracts with customers into categories which describe the principal activities from which it generates revenues.
Manufacturing
Railcars are manufactured in accordance with contracts with customers. The Company recognizes revenue upon its customers’ acceptance of the completed railcars at a specified delivery point. From time to time, the Company enters into multi-year supply agreements. Each railcar delivery is considered a distinct performance obligation, such that the amounts that are recognized as revenue following railcar delivery are generally not subject to change.
The Company also operates a network of facilities in North America that provide wheel and axle servicing and products, railcar maintenance services and produces a variety of component parts for the rail industry. Wheels revenue is recognized when wheelsets are shipped to the customer. Parts revenue is recognized upon shipment of the component parts to the customers. Maintenance revenue is typically recognized over time using the cost input method, based on progress toward contract completion measured by actual costs incurred to date in relation to the estimate of total expected costs. This method best depicts the Company’s performance in servicing the railcars for the customer. Maintenance services are typically completed in less than 90 days.
Leasing & Fleet Management
The Company owns a fleet of new and used railcars which are leased to third-party customers. Lease revenue is recognized over the lease-term in the period in which it is earned.
56
Syndication transactions represent new and used railcars which have been placed on lease to a customer and which the Company sells to an investor with the lease attached. At the time of such sale, revenue and cost of revenue associated with railcars that the Company has manufactured are recognized in the Manufacturing segment, while revenue and cost of revenue associated with railcars obtained from a third-party with the intent to resell and subsequently sold are recognized in the Leasing & Fleet Management segment. The Company utilizes both ASC 842, Leases and ASC 606, Revenue from Contracts with Customers when evaluating retained risk of services and other performance obligations in conjunction with selling railcars with a lease attached as part of the syndication model.
The Company enters into multi-year contracts to provide management and maintenance services to customers for which revenue is generally recognized on a straight-line basis over the contract term as a stand-ready obligation. Costs to fulfill these contracts are recognized as incurred.
Interest and foreign exchange - Interest includes amortization of debt issuance costs and external interest expense. Foreign exchange gains and losses include the effects of remeasuring monetary assets and liabilities denominated in a currency other than the functional currency of the respective subsidiary.
|
|
For the Year Ended August 31, |
|
|||||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
2024 |
|
|||
Interest and foreign exchange: |
|
|
|
|
|
|
|
|
|
|||
Interest and other expense, net |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Foreign exchange (gain) loss, net |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Foreign exchange contracts - Foreign operations give rise to risks from fluctuations in foreign currency exchange rates. Foreign exchange contracts with established financial institutions are used to hedge a portion of such risk. Realized and unrealized gains and losses on effective hedges are deferred in Other comprehensive income (loss) and recognized in earnings concurrent with the hedged transaction or when the occurrence of the hedged transaction is no longer considered probable. Ineffectiveness is measured and any gain or loss is recognized in foreign exchange (gain) loss. Even though foreign exchange contracts are entered into to mitigate the impact of currency fluctuations, certain exposure remains, which may affect operating results. In addition, there is risk for counterparty non-performance.
Interest rate instruments - Interest rate swap agreements are used to reduce the impact of changes in interest rates on certain debt. The net cash amounts paid or received under the agreements are recognized as an adjustment to interest expense.
Research and development - Research and development costs are expensed as incurred. Research and development costs incurred for new product development during the years ended August 31, 2026, 2025 and 2024 were $
Earnings per common share (EPS) - Basic EPS is calculated using weighted average basic common shares outstanding.
Diluted EPS is calculated using the if-converted method, associated with shares underlying the 2024 and 2028
Stock-based compensation - Stock based compensation expense consists of restricted stock units. Restricted stock units are accounted for as equity based awards (see Note 12 - Equity to the Consolidated Financial Statements). The value of stock-based compensation awards is amortized as compensation expense from the date of grant through the vesting period. Forfeitures are recognized as they occur.
Management estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires judgment on the part of management to arrive at estimates and assumptions on matters that are inherently uncertain. These estimates may affect the amount of assets, liabilities, revenues and expenses reported in the financial statements and accompanying notes and disclosure of contingent assets and liabilities within the financial statements. Estimates and assumptions are periodically evaluated and may be adjusted in future periods. Actual results could differ from those estimates.
57
Reclassifications - Certain immaterial reclassifications have been made to the accompanying prior year Consolidated Financial Statements to conform to the current year presentation.
Recently Adopted Accounting Pronouncements
Improvements to Income Tax Disclosures
In December 2023, the FASB issued , Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. The Company
Recently Issued Accounting Pronouncements
Disaggregation of Income Statement Expenses
In November 2024, the FASB issued ASU 2024-03, Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disclosure of incremental income statement expense information on an annual and interim basis, primarily through enhanced disclosures of specified costs and expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact that ASU 2024-03 will have on its consolidated financial statement disclosures.
Note 3 – Revenue Recognition
The following table presents the Company's revenue disaggregated by category:
|
|
For the Year Ended August 31, |
|
|||||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
2024 |
|
|||
Manufacturing: |
|
|
|
|
|
|
|
|
|
|||
Railcar sales |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Railcar maintenance |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Leasing & Fleet Management |
|
|
|
|
|
|
|
|
|
|||
Total Revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Contract balances
Contract assets primarily consist of work completed for railcar maintenance but not billed at the reporting date. Contract liabilities primarily consist of customer prepayments for new railcars and other management-type services, for which the Company has not yet satisfied the related performance obligations.
The opening and closing balances of the Company’s contract balances are as follows:
(In millions) |
|
Balance sheet classification |
|
August 31, 2026 |
|
|
August 31, 2025 |
|
|
$ change |
|
|||
Contract assets |
|
Accounts receivable, net |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
Contract assets |
|
Inventories |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
Contract liabilities 1 |
|
Deferred revenue |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
1
For the years ended August 31, 2026 and 2025 the Company recognized $
58
Performance obligations
As of August 31, 2026, the Company has entered into contracts with customers for which revenue has not yet been recognized.
(In millions) |
|
August 31, 2026 |
|
|
Manufacturing: |
|
|
|
|
Railcar sales |
|
$ |
|
|
Railcar maintenance |
|
$ |
|
|
Leasing & Fleet Management |
|
|
|
|
Fleet management |
|
$ |
|
|
Based on current production and delivery schedules and existing contracts, approximately $
Note 4 — Inventories
|
|
As of August 31, |
|
|||||
(In millions) |
|
2026 |
|
|
2025 |
|
||
Manufacturing supplies and raw materials |
|
$ |
|
|
$ |
|
||
Work-in-process |
|
|
|
|
|
|
||
Finished goods |
|
|
|
|
|
|
||
Excess and obsolete adjustment |
|
|
( |
) |
|
|
( |
) |
|
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
|
|
For the Year Ended August 31, |
|
|||||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
2024 |
|
|||
Excess and obsolete adjustment |
|
|
|
|
|
|
|
|
|
|||
Balance at beginning of period |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Charge to cost of revenue |
|
|
|
|
|
|
|
|
|
|||
Disposition of inventory |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Currency translation effect |
|
|
|
|
|
|
|
|
|
|||
Balance at end of period |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Note 5 — Property, Plant and Equipment, net
|
|
As of August 31, |
|
|||||
(In millions) |
|
2026 |
|
|
2025 |
|
||
Land and improvements |
|
$ |
|
|
$ |
|
||
Machinery and equipment |
|
|
|
|
|
|
||
Buildings and improvements |
|
|
|
|
|
|
||
Construction in progress |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Accumulated depreciation |
|
|
( |
) |
|
|
( |
) |
|
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Depreciation expense was $
59
Note 6 — Goodwill
Changes in the carrying value of goodwill are as follows:
(In millions) |
|
Manufacturing |
|
|
Leasing & Fleet Management |
|
|
Total |
|
|||
Balance August 31, 2025 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Translation and other adjustments |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Balance August 31, 2026 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
(In millions) |
|
Goodwill |
|
|
Gross goodwill balance before accumulated goodwill impairment losses and other reductions |
|
$ |
|
|
Accumulated goodwill impairment losses |
|
|
( |
) |
Accumulated other reductions |
|
|
( |
) |
Balance August 31, 2026 |
|
$ |
|
|
|
|
|
|
|
The Company performed its annual goodwill impairment test during the third quarter of 2026. The Company utilized the qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its respective carrying value. This qualitative assessment may include, but is not limited to, reviewing factors such as macroeconomic considerations and industry indicators, financial performance, and cost estimates associated with a particular reporting unit. If, based on a review of qualitative factors, it is more likely than not that the fair value of a reporting unit is less than its carrying value, a quantitative impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. Based on the qualitative assessment, the Company determined that it was more likely than not that the fair value of each reporting unit with goodwill exceeded its respective carrying value and a quantitative impairment test was not necessary; therefore, the Company concluded that goodwill was not impaired.
As of August 31, 2026, the Manufacturing segment includes the North America Manufacturing reporting unit with a goodwill balance of $
Note 7 — Intangibles and Other Assets, net
The following table summarizes the Company’s identifiable intangible and other assets balance:
|
|
As of August 31, |
|
|||||
(In millions) |
|
2026 |
|
|
2025 |
|
||
Intangible assets subject to amortization: |
|
|
|
|
|
|
||
Customer and supplier relationships |
|
$ |
|
|
$ |
|
||
Accumulated amortization |
|
|
( |
) |
|
|
( |
) |
Other intangible assets |
|
|
|
|
|
|
||
Accumulated amortization |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
||
Intangible assets not subject to amortization |
|
|
|
|
|
|
||
Prepaid and other assets |
|
|
|
|
|
|
||
|
|
|
|
|
|
|||
Nonqualified savings plan investments |
|
|
|
|
|
|
||
Debt issuance costs, net |
|
|
|
|
|
|
||
Deferred tax assets |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Amortization expense for the years ended August 31, 2026, 2025, and 2024 was $
60
Note 8 — Accounts Payable and Accrued Liabilities
|
|
As of August 31, |
|
|||||
(In millions) |
|
2026 |
|
|
2025 |
|
||
Trade payables |
|
$ |
|
|
$ |
|
||
Other accrued liabilities |
|
|
|
|
|
|
||
|
|
|
|
|
|
|||
Accrued payroll and related liabilities |
|
|
|
|
|
|
||
Accrued warranty |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Note 9 — Warranty Accrual
|
|
For the Year Ended August 31, |
|
|||||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
2024 |
|
|||
Balance at beginning of period |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Charged to cost of revenue |
|
|
|
|
|
|
|
|
|
|||
Payments |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Currency translation effect |
|
|
( |
) |
|
|
|
|
|
|
||
Balance at end of period |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Note 10 — Debt, net
Recourse debt is debt where the lender may pursue repayment beyond the value of any pledged collateral and is generally secured by general assets of the Company. Non-recourse debt is debt where the lender’s ability to pursue repayment from the Company is limited to the value of the specific assets collateralized by the debt.
61
The following table summarizes the Company’s recourse and non-recourse debt balances:
|
|
As of August 31, |
|
|||||
(In millions) |
|
2026 |
|
|
2025 |
|
||
Corporate and other – Recourse: |
|
|
|
|
|
|
||
Revolving credit facilities |
|
|
|
|
|
|
||
North America |
|
$ |
|
|
$ |
|
||
Europe |
|
|
|
|
|
|
||
Mexico |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Corporate senior term debt |
|
|
|
|
|
|
||
|
|
|
|
|
|
|||
Other notes payable |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Debt discount and issuance costs |
|
|
( |
) |
|
|
( |
) |
Debt, net — Recourse |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Lease fleet and other – Non-recourse: |
|
|
|
|
|
|
||
Leasing warehouse credit facility |
|
|
|
|
|
|
||
Leasing senior term debt |
|
|
|
|
|
|
||
Leasing GBXL I asset-backed term notes |
|
|
|
|
|
|
||
2022 Class A Notes |
|
|
|
|
|
|
||
2022 Class B Notes |
|
|
|
|
|
|
||
2023 Class A Notes |
|
|
|
|
|
|
||
2023 Class B Notes |
|
|
|
|
|
|
||
2026 Class A Notes |
|
|
|
|
|
|
||
2026 Class B Notes |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
European debt |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Debt discount and issuance costs |
|
|
( |
) |
|
|
( |
) |
Debt, net — Non-recourse |
|
|
|
|
|
|
||
Total Debt, net |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Corporate and other – Recourse
North American revolving credit facility
As of August 31, 2026, a $
European revolving credit facilities
As of August 31, 2026, lines of credit totaling $
62
variable rates that range from WIBOR plus
Mexican revolving credit facilities
As of August 31, 2026, the Company’s Mexican railcar manufacturing operations had lines of credit totaling $
Corporate senior term debt
The Corporate senior term debt bears a floating interest rate of SOFR plus
2.875% Convertible senior notes, due 2028 (2028 Convertible Notes)
The 2028 Convertible Notes are subject to an indenture entered into on April 20, 2021 by the Company and Wells Fargo Bank, National Association, as trustee, as amended and restated by the first supplemental indenture dated June 1, 2021 (2028 Notes Indenture). The 2028 Convertible Notes are convertible at the option of the holders prior to
Lease fleet – Non-recourse
Leasing warehouse credit facility
As of August 31, 2026, a $
63
Leasing senior term debt
The Leasing senior term debt was amended in May 2026 on similar terms, providing for an additional $
Leasing GBXL I asset-backed term notes
GBX Leasing 2022-1 LLC (GBXL I or Issuer) was formed as a wholly owned special purpose entity of GBX Leasing, LLC to securitize leased railcar assets. GBXL I issued $
The 2022 GBXL Notes include the GBXL I Series 2022-1 Class A Secured Railcar Equipment Notes (2022 Class A Notes) and GBXL I Series 2022-1 Class B Secured Railcar Equipment Notes (2022 Class B Notes), which bear interest at fixed rates of
The 2023 GBXL Notes include the GBXL I Series 2023-1 Class A Secured Railcar Equipment Notes (2023 Class A Notes) and GBXL I Series 2023-1 Class B Secured Railcar Equipment Notes (2023 Class B Notes), which bear interest at fixed rates of
The 2026 GBXL Notes include the GBXL I Series 2026-1 Class A Secured Railcar Equipment Notes (2026 Class A Notes) and GBXL I Series 2026-1 Class B Secured Railcar Equipment Notes (2026 Class B Notes), which bear interest at fixed rates of
If the principal amount of the GBXL Notes has not been repaid in full by the anticipated repayment date, then the Issuer will also be required to pay additional interest to the holders at a rate equal to
64
The following table summarizes the Issuer's net carrying amount of the assets transferred and the related debt.
|
|
As of August 31, |
|
|||||
(In millions) |
|
2026 |
|
|
2025 |
|
||
Assets |
|
|
|
|
|
|
||
Restricted cash |
|
$ |
|
|
$ |
|
||
Equipment on operating leases, net |
|
|
|
|
|
|
||
Liabilities |
|
|
|
|
|
|
||
Debt, net — Non-recourse |
|
$ |
|
|
$ |
|
||
European debt
In January 2026, the Company entered into a loan agreement with a commitment of up to $
As of August 31, 2026, contractual maturities of recourse and non-recourse debt are as follows:
(In millions) |
|
|
|
|
Year ending August 31, |
|
|
|
|
2027 |
|
$ |
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
2031 |
|
|
|
|
Thereafter |
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
The recourse and non-recourse debt contains certain covenants with respect to the Company and various subsidiaries, the most restrictive of which, among other things, limit the ability to: incur additional indebtedness or guarantees; pay dividends or repurchase stock; enter into finance leases; create liens; sell assets; engage in transactions with affiliates, including joint ventures and non U.S. subsidiaries, including but not limited to loans, advances, equity investments and guarantees; enter into mergers, consolidations or sales of substantially all the Company’s assets; and enter into new lines of business. The covenants also require certain maximum ratios of debt to total capitalization and minimum levels of fixed charges (interest and rent) coverage.
Note 11 — Derivative Instruments
Foreign operations give rise to market risks from changes in foreign currency exchange rates. Foreign exchange contracts with established financial institutions are utilized to hedge a portion of that risk. Interest rate swap agreements are used to reduce the impact of changes in interest rates on certain debt. For foreign exchange contracts and interest rate swap agreements that are designated as cash flow hedges, the effective portion of unrealized gains and losses is recorded in AOCL.
At August 31, 2026 exchange rates, notional amounts of foreign exchange contracts for the purchase of Polish Zlotys and the sale of Euros, the purchase and sale of U.S. Dollars and Euros, and the purchase and sale of Mexican Pesos and U.S. Dollars aggregated to $
At August 31, 2026, interest rate swap agreements maturing from
65
gain position. As interest expense on the underlying debt is recognized, amounts corresponding to the interest rate swap are reclassified from AOCL and charged or credited to interest expense. At August 31, 2026 interest rates, approximately $
Fair Values of Derivative Instruments
|
|
Asset Derivatives |
|
|
Liability Derivatives |
|
||||||||||||||
|
|
|
|
August 31, |
|
|
|
|
August 31, |
|
||||||||||
|
|
|
|
2026 |
|
|
2025 |
|
|
|
|
2026 |
|
|
2025 |
|
||||
(In millions) |
|
Balance sheet caption |
|
Fair Value |
|
|
Fair Value |
|
|
Balance sheet caption |
|
Fair Value |
|
|
Fair Value |
|
||||
as hedging instruments |
|
|
|
|
|
|
|
|
|
|||||||||||
Foreign exchange contracts |
|
|
$ |
|
|
$ |
|
|
|
$ |
|
|
$ |
|
||||||
Interest rate swap contracts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
$ |
|
|
$ |
|
|
|
|
$ |
|
|
$ |
|
||||
Derivatives not designated as hedging instruments |
|
|
|
|
|
|
|
|
|
|||||||||||
Foreign exchange contracts |
|
|
$ |
|
|
$ |
|
|
|
$ |
|
|
$ |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
The Effect of Derivative Instruments on Accumulated Other Comprehensive Loss
Derivatives in cash flow hedging relationships |
|
Gain (loss) recognized in Other comprehensive income (loss) |
|
|
Location of gain (loss) reclassified from AOCL into income |
|
Gain (loss) reclassified from AOCL into income |
|
||||||||||||||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
2024 |
|
|
|
|
2026 |
|
|
2025 |
|
|
2024 |
|
||||||
Foreign exchange contracts |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
Revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Foreign exchange contracts |
|
|
|
|
|
|
|
|
( |
) |
|
Cost of revenue |
|
|
|
|
|
|
|
|
( |
) |
||||
Interest rate swap contracts |
|
|
|
|
|
|
|
|
|
|
Interest and foreign exchange |
|
|
|
|
|
|
|
|
|
||||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
The Effect of Derivative Instruments on the Consolidated Statements of Income
Derivatives not designated as hedging instruments |
|
Location of gain (loss) |
|
Gain (loss) recognized in income on derivatives |
|
|||||||||
(In millions) |
|
|
|
2026 |
|
|
2025 |
|
|
2024 |
|
|||
Foreign exchange contracts |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||
66
The following table presents the location and amounts in the Consolidated Statements of Income in which the effects of derivatives in cash flow hedging relationships were recorded:
|
|
For the Year Ended August 31, |
|
|||||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
2024 |
|
|||
Total Revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Gain (loss) on cash flow hedges in Revenue |
|
|
|
|
|
|
|
|
|
|||
Foreign exchange contracts: |
|
|
|
|
|
|
|
|
|
|||
Gain (loss) reclassified from AOCL |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Amount excluded from effectiveness testing |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Total Cost of revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Gain (loss) on cash flow hedges in Cost of revenue |
|
|
|
|
|
|
|
|
|
|||
Foreign exchange contracts: |
|
|
|
|
|
|
|
|
|
|||
Gain (loss) reclassified from AOCL |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
Amount excluded from effectiveness testing |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Total Interest and foreign exchange |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Gain (loss) on cash flow hedges in Interest and foreign exchange |
|
|
|
|
|
|
|
|
|
|||
Interest rate swap contracts: |
|
|
|
|
|
|
|
|
|
|||
Gain reclassified from AOCL |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Note 12 — Equity
Stock Incentive Plan
The 2021 Stock Incentive Plan (2021 Plan) was approved by shareholders on January 6, 2021. The 2021 Plan replaced the 2017 Amended and Restated Stock Incentive Plan (2017 Plan). The 2021 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted shares, restricted stock units and stock appreciation rights. With the approval of shareholders on January 7, 2026, the 2021 Plan was amended to authorize an additional
On August 31, 2026, there were
During the years ended August 31, 2026, 2025, and 2024, the Company granted restricted stock unit awards totaling
The fair value of awards granted, including performance based grants that did not contain a Relative TSR market condition, was determined based on the market closing price of the underlying shares on the date of grant. For the
67
awards granted with a Relative TSR market condition,
|
|
For the Year Ended August 31, |
|||||||||||
|
|
2026 |
|
|
2025 |
|
|
2024 |
|
|
|||
Expected share price volatility (GBX) |
|
|
% |
|
|
% |
|
|
% |
|
|||
Risk-free rate of return |
|
|
% |
|
|
% |
|
|
% |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
The fair value of awards granted was $
Vested restricted stock units include shares that were withheld on behalf of employees to satisfy the minimum statutory tax withholding requirements.
(in thousands, except per unit amounts) |
|
Number of Units |
|
|
Weighted Average Grant Date Fair Value |
|
||
Outstanding as of August 31, 2025 |
|
|
|
|
$ |
|
||
Granted 1 |
|
|
|
|
$ |
|
||
Incremental shares earned for performance 2 |
|
|
|
|
$ |
|
||
Vested 3 |
|
|
( |
) |
|
$ |
|
|
Forfeited |
|
|
( |
) |
|
$ |
|
|
Outstanding as of August 31, 2026 |
|
|
|
|
$ |
|
||
|
|
|
|
|
|
|
||
1
2
3
Share Repurchase Program
The Board of Directors has authorized the Company to repurchase in aggregate up to $
During the year ended August 31, 2026, the Company purchased a total of
68
Note 13 — Earnings Per Common Share
The shares used in the computation of the Company’s basic and diluted EPS are reconciled as follows:
|
|
Year Ended August 31, |
|
|||||||||
(In thousands) |
|
2026 |
|
|
2025 |
|
|
2024 |
|
|||
Weighted average basic common shares outstanding |
|
|
|
|
|
|
|
|
|
|||
Dilutive effect of |
|
N/A |
|
|
N/A |
|
|
|
|
|||
Dilutive effect of |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Dilutive effect of restricted stock units 3 |
|
|
|
|
|
|
|
|
|
|||
Weighted average diluted common shares outstanding |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
1
2 The dilutive effect of the
3
Basic EPS is computed by dividing Net earnings attributable to Greenbrier by weighted average basic common shares outstanding.
For the years ended August 31, 2026, 2025, and 2024, diluted EPS was calculated using the more dilutive of two methods. The first method includes the dilutive effect, using the treasury stock method, associated with restricted stock units and performance based restricted stock units subject to performance criteria, for which actual levels of performance above target have been achieved. The second method supplements the first by also including the “if converted” effect of the
(In millions, except number of shares which are reflected in |
|
Year Ended August 31, |
|
|||||||||
thousands and per share amounts) |
|
2026 |
|
|
2025 |
|
|
2024 |
|
|||
Net earnings attributable to Greenbrier |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Weighted average basic common shares outstanding |
|
|
|
|
|
|
|
|
|
|||
Basic earnings per common share |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Net earnings attributable to Greenbrier |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Add back: |
|
|
|
|
|
|
|
|
|
|||
Interest and debt issuance costs on the |
|
N/A |
|
|
N/A |
|
|
|
|
|||
Earnings before interest and debt issuance costs on the |
|
N/A |
|
|
N/A |
|
|
$ |
|
|||
Weighted average diluted common shares outstanding |
|
|
|
|
|
|
|
|
|
|||
Diluted earnings per common share (1) |
|
$ |
|
|
$ |
|
|
$ |
|
|||
1
Earnings before interest and debt issuance costs on the
Weighted average diluted common shares outstanding
69
Note 14 — Related Party Transactions
The Company has a
Note 15 — Income Taxes
The components of income from continuing operations before income taxes were as follows:
|
|
For The Year Ended August 31, |
|
|||||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
2024 |
|
|||
Domestic |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Foreign |
|
|
|
|
|
|
|
|
|
|||
Earnings before income tax and earnings from unconsolidated affiliates |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Components of income tax expense were as follows:
|
|
For the Year Ended August 31, |
|
|||||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
2024 |
|
|||
Current |
|
|
|
|
|
|
|
|
|
|||
Federal |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||
State |
|
|
|
|
|
|
|
|
|
|||
Foreign |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Deferred |
|
|
|
|
|
|
|
|
|
|||
Federal |
|
|
|
|
|
|
|
|
|
|||
State |
|
|
|
|
|
|
|
|
|
|||
Foreign |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|||
Change in valuation allowance |
|
|
|
|
|
( |
) |
|
|
|
||
Income tax expense |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
70
The reconciliation between effective and statutory tax rates on operations for the year ended August 31, 2026 is as follows:
|
|
For The Year Ended August 31, 2026 |
|
|||||
(In millions) |
|
Amount |
|
|
Percent |
|
||
|
$ |
|
|
|
% |
|||
State and local income taxes, net of federal benefit 1 |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Foreign tax effects |
|
|
|
|
|
|
||
Mexico: |
|
|
|
|
|
|
||
Statutory tax rate difference |
|
|
|
|
|
|
||
Nondeductible compensation |
|
|
|
|
|
|
||
Foreign currency / inflationary effects |
|
|
( |
) |
|
|
( |
) |
Change in valuation allowance |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Romania: |
|
|
|
|
|
|
||
Minimum tax |
|
|
|
|
|
|
||
Other |
|
|
( |
) |
|
|
( |
) |
Canada: |
|
|
|
|
|
|
||
Withholding tax |
|
|
|
|
|
|
||
Other foreign jurisdictions: |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Effects of cross-border tax laws |
|
|
|
|
|
|
||
U.S. branch income |
|
|
|
|
|
|
||
BEAT |
|
|
( |
) |
|
|
( |
) |
Other |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Tax credits |
|
|
|
|
|
|
||
Foreign tax credits |
|
|
( |
) |
|
|
( |
) |
Other |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
||
Changes in valuation allowances |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Nontaxable or nondeductible items |
|
|
|
|
|
|
||
Officer compensation |
|
|
|
|
|
|
||
Stock based compensation |
|
|
( |
) |
|
|
( |
) |
Other |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
||
Changes in unrecognized tax benefits |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
||
Other reconciling items |
|
|
|
|
|
|
||
Interest on tax refunds |
|
|
( |
) |
|
|
( |
) |
Other |
|
|
|
|
|
|
||
Effective tax rate |
|
$ |
|
|
|
% |
||
|
|
|
|
|
|
|
||
1 State income taxes, net of federal benefit for the year ended August 31, 2026 are primarily attributable to state taxes in Texas, Oregon, California and Louisiana.
71
As previously disclosed and prior to the adoption of ASU 2023-09, the reconciliation between effective and statutory tax rates on operations for the years ended August 31, 2025 and 2024 are as follows:
|
|
For the Year Ended August 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Federal statutory rate |
|
|
% |
|
|
% |
||
State income taxes, net of federal benefit |
|
|
|
|
|
|
||
Foreign operations |
|
|
|
|
|
|
||
U.S. tax on foreign earnings |
|
|
|
|
|
|
||
U.S. impact of foreign branch |
|
|
|
|
|
( |
) |
|
Permanent differences |
|
|
|
|
|
|
||
BEAT and minimum taxes |
|
|
|
|
|
|
||
Change in valuation allowance |
|
|
( |
) |
|
|
|
|
Unrecognized tax benefits |
|
|
|
|
|
|
||
Noncontrolling interest in flow-through entity |
|
|
( |
) |
|
|
( |
) |
Credits |
|
|
( |
) |
|
|
( |
) |
Other |
|
|
|
|
|
( |
) |
|
Effective tax rate |
|
|
% |
|
|
% |
||
|
|
|
|
|
|
|
||
On July 4, 2025, the U.S. enacted H.R. 1, commonly referred to as OBBBA. During fiscal years 2025 and 2026, the Company recorded an increase in deferred tax liabilities and a decrease in income taxes payable related to
The tax effects of temporary differences that give rise to significant portions of deferred tax assets and deferred tax liabilities were as follows:
|
|
As of August 31, |
|
|||||
(In millions) |
|
2026 |
|
|
2025 |
|
||
Deferred tax assets: |
|
|
|
|
|
|
||
Accrued payroll and related liabilities |
|
$ |
|
|
$ |
|
||
Accrued liabilities |
|
|
|
|
|
|
||
Deferred revenue |
|
|
|
|
|
|
||
Inventories and other |
|
|
|
|
|
|
||
Maintenance and warranty accruals |
|
|
|
|
|
|
||
Lease liability |
|
|
|
|
|
|
||
Interest expense |
|
|
|
|
|
|
||
Net operating losses |
|
|
|
|
|
|
||
Investment, asset tax credits and other |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Valuation allowance |
|
|
( |
) |
|
|
( |
) |
Deferred tax liabilities: |
|
|
|
|
|
|
||
Fixed assets |
|
|
( |
) |
|
|
( |
) |
Intangibles |
|
|
( |
) |
|
|
( |
) |
Right-of-use asset |
|
|
( |
) |
|
|
( |
) |
Other |
|
|
( |
) |
|
|
( |
) |
|
|
|
( |
) |
|
|
( |
) |
Net deferred tax liability |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
||
72
As of August 31, 2026, the Company had $
The Company does not intend to repatriate certain foreign earnings and continues to assert that such earnings are indefinitely reinvested. Accordingly, the Company has not recorded a liability for foreign withholding taxes associated with these undistributed foreign earnings. Determination of the amount of the unrecognized deferred tax liability associated with these earnings is not practicable.
The following is a tabular reconciliation of the total amounts of unrecognized tax benefits:
|
|
For the Year Ended August 31, |
|
|||||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
2024 |
|
|||
Unrecognized Tax Benefit – Opening Balance |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Gross increases – tax positions in prior period |
|
|
|
|
|
|
|
|
|
|||
Settlements |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
Lapse of statute of limitations |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Unrecognized Tax Benefit – Ending Balance |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
All unrecognized tax benefits, when recognized, would impact the effective tax rate.
Interest and penalties related to income taxes are classified as a component of income tax expense. As of August 31, 2026 and 2025, accrued interest related to unrecognized tax benefits was $
The Company is subject to income taxes in the U.S., including state and local jurisdictions, as well as in certain foreign jurisdictions. The Company is no longer subject to U.S. federal income tax examinations for fiscal years prior to 2022, state and local tax examinations for fiscal years prior to 2021, or foreign tax examinations for fiscal years prior to 2017. During fiscal year 2026, the Internal Revenue Service is examining the Company's U.S. federal income tax returns for fiscal years 2024 and 2025. Income tax examinations are also ongoing in Canada, Poland and Romania.
73
The components of income taxes refunded, net of payments, are as follows:
|
|
For The Year Ended August 31, |
|
|
(In millions) |
|
2026 |
|
|
Federal |
|
$ |
( |
) |
State |
|
|
|
|
Texas |
|
|
|
|
California |
|
|
|
|
Other |
|
|
|
|
Foreign |
|
|
|
|
Mexico |
|
|
|
|
Romania |
|
|
|
|
Canada |
|
|
|
|
Brazil |
|
|
|
|
Netherlands |
|
|
|
|
Poland |
|
|
( |
) |
Other |
|
|
|
|
Income taxes refunded, net of payments |
|
$ |
( |
) |
|
|
|
|
|
Federal tax refunds include amounts received as a result of the carryback of fiscal year 2021 net operating losses to fiscal years 2016 through 2018, as permitted under the Coronavirus Aid, Relief, and Economic Security Act enacted in 2020.
Note 16 — Segment Information
The Company operates in
The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The Company’s CODM is Greenbrier’s President and CEO. Segment earnings from operations is the measure of profit or loss used by the CODM. As part of the Company’s budgeting and forecasting process, the CODM uses Segment earnings from operations to allocate capital and resources to each segment and considers variances from budget, forecasts, and prior period results to assess current period performance for each segment. Segment earnings from operations includes all revenues, expenses, and net gains or losses on asset dispositions that are directly attributable to each segment. Corporate expenses include selling and administrative costs not directly attributable to the reportable segments due to the Company’s integrated business model and therefore are not allocated to Segment earnings from operations. The Company does not allocate Interest and foreign exchange, Earnings from unconsolidated affiliates, or Income tax benefit (expense) for either external or internal reporting purposes. Intersegment sales and transfers are valued as if the sales or transfers were to third parties. Related revenue and margin are eliminated in consolidation and therefore are not included in consolidated results in the Company’s Consolidated Financial Statements.
The information in the following tables is derived directly from the segments’ internal financial reports used for corporate management purposes, which includes the significant expense categories that are regularly reviewed by the CODM.
74
|
|
For the Year Ended August 31, 2026 |
|
|||||||||
(In millions) |
|
Manufacturing |
|
|
Leasing & Fleet Management |
|
|
Total |
|
|||
Revenue |
|
|
|
|
|
|
|
|
|
|||
Revenue from external customers |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Intersegment revenue |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Elimination of intersegment revenues |
|
|
|
|
|
|
|
|
( |
) |
||
Total consolidated revenues |
|
|
|
|
|
|
|
$ |
|
|||
Cost of revenue |
|
|
|
|
|
|
|
|
|
|||
Cost of revenue from external customers |
|
|
|
|
|
|
|
|
|
|||
Intersegment cost of revenue |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Elimination of intersegment margin |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Margin |
|
|
|
|
|
|
|
|
|
|||
Selling and administrative |
|
|
|
|
|
|
|
|
|
|||
Net loss (gain) on disposition of equipment |
|
|
|
|
|
( |
) |
|
|
|
||
Segment earnings from operations |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
|
|
For the Year Ended August 31, 2025 |
|
|||||||||
(In millions) |
|
Manufacturing |
|
|
Leasing & Fleet Management |
|
|
Total |
|
|||
Revenue |
|
|
|
|
|
|
|
|
|
|||
Revenue from external customers |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Intersegment revenue |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Elimination of intersegment revenues |
|
|
|
|
|
|
|
|
( |
) |
||
Total consolidated revenues |
|
|
|
|
|
|
|
$ |
|
|||
Cost of revenue |
|
|
|
|
|
|
|
|
|
|||
Cost of revenue from external customers |
|
|
|
|
|
|
|
|
|
|||
Intersegment cost of revenue |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Elimination of intersegment margin |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Margin |
|
|
|
|
|
|
|
|
|
|||
Selling and administrative |
|
|
|
|
|
|
|
|
|
|||
Net loss (gain) on disposition of equipment |
|
|
|
|
|
( |
) |
|
|
|
||
Segment earnings from operations |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
75
|
|
For the Year Ended August 31, 2024 |
|
|||||||||
(In millions) |
|
Manufacturing |
|
|
Leasing & Fleet Management |
|
|
Total |
|
|||
Revenue |
|
|
|
|
|
|
|
|
|
|||
Revenue from external customers |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Intersegment revenue |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Elimination of intersegment revenues |
|
|
|
|
|
|
|
|
( |
) |
||
Total consolidated revenues |
|
|
|
|
|
|
|
$ |
|
|||
Cost of revenue |
|
|
|
|
|
|
|
|
|
|||
Cost of revenue from external customers |
|
|
|
|
|
|
|
|
|
|||
Intersegment cost of revenue |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Elimination of intersegment margin |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Margin |
|
|
|
|
|
|
|
|
|
|||
Selling and administrative |
|
|
|
|
|
|
|
|
|
|||
Net loss (gain) on disposition of equipment |
|
|
|
|
|
( |
) |
|
|
|
||
Segment earnings from operations |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Reconciliation of Segment earnings from operations to Earnings before income tax and earnings from unconsolidated affiliates:
|
|
For the Year Ended August 31, |
|
|||||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
2024 |
|
|||
Segment earnings from operations |
|
|
|
|
|
|
|
|
|
|||
Manufacturing |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Leasing & Fleet Management |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Corporate |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Earnings from operations |
|
|
|
|
|
|
|
|
|
|||
Interest and foreign exchange |
|
|
|
|
|
|
|
|
|
|||
Earnings before income tax and earnings from unconsolidated affiliates |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
The following tables present selected financial information by segment.
|
|
As of August 31, |
|
|||||
(In millions) |
|
2026 |
|
|
2025 |
|
||
Assets: |
|
|
|
|
|
|
||
Manufacturing |
|
$ |
|
|
$ |
|
||
Leasing & Fleet Management |
|
|
|
|
|
|
||
Unallocated, including cash |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
76
|
|
For the Year Ended August 31, |
|
|||||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
2024 |
|
|||
Depreciation and amortization: |
|
|
|
|
|
|
|
|
|
|||
Manufacturing |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Leasing & Fleet Management |
|
|
|
|
|
|
|
|
|
|||
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
Capital expenditures: |
|
|
|
|
|
|
|
|
|
|||
Manufacturing |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Leasing & Fleet Management |
|
|
|
|
|
|
|
|
|
|||
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
The following tables summarize selected geographic information.
|
|
As of August 31, |
|
|||||
(In millions) |
|
2026 |
|
|
2025 |
|
||
Assets: |
|
|
|
|
|
|
||
U.S. |
|
$ |
|
|
$ |
|
||
Mexico |
|
|
|
|
|
|
||
Europe |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
|
|
For the Year Ended August 31, |
|
|||||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
2024 |
|
|||
Revenue 1: |
|
|
|
|
|
|
|
|
|
|||
U.S. |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Foreign |
|
|
|
|
|
|
|
|
|
|||
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
1
Note 17 — Customer Concentration
Note 18 — Lease Commitments
Lessor
Equipment on operating leases is reported net of accumulated depreciation of $
77
Aggregate minimum future amounts receivable under all non-cancelable operating leases and subleases as of August 31, 2026, will mature as follows:
(In millions) |
|
|
|
|
2027 |
|
$ |
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
2031 |
|
|
|
|
Thereafter |
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
Lessee
The Company leases railcars, real estate, and certain equipment under operating and, to a lesser extent, finance lease arrangements. As of and for the years ended August 31, 2026, 2025, and 2024, finance leases were not a material component of the Company's lease portfolio. The Company’s real estate and equipment leases have remaining lease terms ranging from less than
The components of operating lease costs were as follows:
|
|
For the Year Ended August 31, |
|
|||||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
2024 |
|
|||
Operating lease expense |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Short-term lease expense |
|
|
|
|
|
|
|
|
|
|||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Aggregate minimum future amounts payable under operating leases having initial or remaining non-cancelable terms as of August 31, 2026 will mature as follows:
(In millions) |
|
|
|
|
2027 |
|
$ |
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
2031 |
|
|
|
|
Thereafter |
|
|
|
|
Total lease payments |
|
$ |
|
|
Less: Imputed interest |
|
|
( |
) |
|
$ |
|
||
|
|
|
|
|
The table below presents additional information related to the Company’s operating leases:
|
|
As of August 31, |
|
|||||
(In millions) |
|
2026 |
|
|
2025 |
|
||
Weighted average remaining lease term |
|
|
|
|
||||
Weighted average discount rate |
|
|
% |
|
|
% |
||
78
Supplemental cash flow information related to leases was as follows:
|
|
For the Year Ended August 31, |
|
|||||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
2024 |
|
|||
Cash paid for amounts included in the measurement of lease liabilities: |
|
|
|
|
|
|
|
|
|
|||
Operating cash flows from operating leases |
|
$ |
|
|
$ |
|
|
$ |
|
|||
ROU assets obtained in exchange for lease liabilities: |
|
|
|
|
|
|
|
|
|
|||
Operating leases |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Note 19 — Commitments and Contingencies
Portland Harbor Superfund Site
The Company has been identified as a PRP by the EPA in connection with the Company’s former Portland Property, which is within the boundary of the Portland Harbor Superfund Site. The Company sold the Portland Property in May 2023.
The EPA’s January 6, 2017 ROD for the Portland Harbor Superfund Site identifies a cleanup remedy that the EPA estimates will take
Approximately 100 parties, including the State of Oregon and the federal government, are participating in a non-judicial, mediated allocation process to try to allocate costs associated with remediation of the Portland Harbor Superfund Site. Some allocation participants that have received a Special Notice Letter from the EPA, including the Company, are discussing remedial action consent decree terms with the EPA and the U.S. Department of Justice.
A suit filed by the Company and other PRPs against 69 other parties for cost recovery, Arkema Inc. et al v. A & C Foundry Products, Inc. et al, U.S. District Court for the District of Oregon, Case #3:09-cv-453-PK, has been stayed by the court to allow the allocation to proceed, currently through January 14, 2028.
The Confederated Tribes and Bands of the Yakama Nation have sued 30 parties, including the Company, for unspecified costs incurred in assessing alleged natural resource damages to the Lower Columbia River and Multnomah Channel from contaminants deposited at the Portland Harbor Superfund Site. Confederated Tribes and Bands of the Yakama Nation v. Air Liquide America Corp., et al., U.S. District Court for the District of Oregon, Portland Division, Case No. 3:17-CV-00164. The Yakama litigation is stayed pending completion of the allocation process under supervision of the Arkema court, currently through January 14, 2028.
Responsibility for funding and implementing the EPA’s selected cleanup remedy will be determined at an unspecified later date as part of the allocation process. The Company also continues to investigate potential historical sources of contamination from the Portland Property to the Willamette River under oversight from the Oregon Department of Environmental Quality. Because environmental investigations are still underway, sufficient information is currently not available to determine the Company’s liability, if any, for cleanup costs or damages to natural resources.
Any of the above matters could adversely affect the Company’s business and Consolidated Financial Statements. However, any contamination or exacerbation of contamination that occurs after the sale of the Portland Property will be the liability of the current and future owners and operators of the Portland Property.
U.S. Customs and Border Protection’s Freight Rail Coupler Investigation
In August 2025, the CBP published a Notice of Initiation of Investigation and Interim Measures under the Enforce and Protect Act against Greenbrier. The CBP stated that it was investigating whether the Company evaded certain Orders on freight rail couplers and parts from Mexico and/or China.
In May 2026, CBP issued the Determination that the Company evaded AD/CVD on certain FRCs attached to newly-built railcars during the Period of Investigation (POI) dating to April 2024. The Determination ordered the Company to rectify any noncompliance with provisions of admission of railcars to which FRCs subject to the Orders were
79
affixed and to henceforth require the Company to file formal consumption entries for FRCs subject to the Orders. In July 2026, the Company filed an administrative appeal of the Determination. In September 2026, CBP affirmed the Determination on administrative review. As a result, CBP has directed that applicable AD/CVD duties be assessed with respect to covered FRCs dating back to April 2024 and that formal consumption entries be made for covered FRCs going forward. In October 2026, the Company appealed the Determination to the U.S. Court of International Trade. The Company intends to vigorously pursue its challenge to the Determination and believes that it has substantial legal defenses. Greenbrier is fully cooperating with CBP on this matter.
Based on information currently available, the Company estimates that the range of reasonably possible loss with
respect to AD/CVD duties associated with covered FRCs subject to the Determination is from
$
remains subject to refinement as the Company continues to validate historical information regarding covered FRCs.
The estimate does not include potential interest or penalties, the amount of which cannot currently be reasonably estimated.
The Company could also be subject to additional penalties and future assessments of additional duties or tariffs with respect to imports beyond those presently included in the Determination. The outcome and costs of these matters could be significant and may have a material adverse effect on our consolidated results of operations, financial position, or liquidity. Based on the facts and circumstances currently available, including the Company’s assessment of the merits of its legal position and pending appeal, the Company does not believe that a loss is probable. Accordingly, no loss accrual has been recorded in the accompanying consolidated financial statements.
Other Litigation, Commitments and Contingencies
From time to time, the Company is involved as a defendant in litigation in the ordinary course of business, the outcomes of which cannot be predicted with certainty. While the ultimate outcome of such legal proceedings cannot be determined at this time, the Company believes that the resolution of pending litigation will not have a material adverse effect on the Company's Consolidated Financial Statements.
As of August 31, 2026, the Company had outstanding letters of credit aggregating to $
Note 20 – Fair Value Measures
Certain assets and liabilities are reported at fair value on either a recurring or nonrecurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, under a three-tier fair value hierarchy which prioritizes the inputs used in measuring a fair value as follows:
Level 1 - observable inputs such as unadjusted quoted prices in active markets for identical instruments;
Level 2 - inputs, other than the quoted market prices in active markets for similar instruments, which are observable, either directly or indirectly; and
Level 3 - unobservable inputs for which there is little or no market data available, which require the reporting entity to develop its own assumptions.
Assets and liabilities measured at fair value on a recurring basis as of August 31, 2026 are:
(In millions) |
|
Total |
|
|
Level 1 |
|
|
Level 2(1) |
|
|
Level 3 |
|
||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative financial instruments |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
||
Nonqualified savings plan investments |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Cash equivalents |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative financial instruments |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
||
|
|
|
|
|
|
|
|
|
0 |
|
|
|
|
|||
80
Assets and liabilities measured at fair value on a recurring basis as of August 31, 2025 are:
(In millions) |
|
Total |
|
|
Level 1 |
|
|
Level 2(1) |
|
|
Level 3 |
|
||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative financial instruments |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
||
Nonqualified savings plan investments |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Cash equivalents |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative financial instruments |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
1
Note 21 – Fair Value of Financial Instruments
The estimated fair values of financial instruments and the methods and assumptions used to estimate such fair values are as follows:
(In millions) |
|
Carrying |
|
|
Estimated |
|
||
Debt as of August 31, 2026 |
|
$ |
|
|
$ |
|
||
Debt as of August 31, 2025 |
|
$ |
|
|
$ |
|
||
The carrying amount of cash and cash equivalents, accounts receivable and accounts payable and accrued liabilities is a reasonable estimate of fair value of these financial instruments. Estimated rates currently available to the Company for debt with similar terms and remaining maturities and current market data are used to estimate the fair value.
81
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
Item 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management has evaluated, under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)). Based on that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner, and (2) accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control over financial reporting is a process designed under the supervision of our Principal Executive Officer and Principal Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America.
Management, under the oversight of the Audit Committee, conducted an assessment of the effectiveness of our internal control over financial reporting based on the framework established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management has concluded that the Company maintained effective internal control over financial reporting as of August 31, 2026.
Our independent registered public accounting firm, KPMG LLP, who audited the Consolidated Financial Statements included in this Annual Report on Form 10-K, independently assessed the effectiveness of our internal control over financial reporting. Their attestation report is included at the end of Part II, Item 9A of this Form 10-K.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the quarter ended August 31, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Inherent Limitations of Internal Controls
Our management, including the Principal Executive Officer and Principal Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
82
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
The Greenbrier Companies, Inc.:
Opinion on Internal Control Over Financial Reporting
We have audited The Greenbrier Companies, Inc. and subsidiaries' (the Company) internal control over financial reporting as of August 31, 2026, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of August 31, 2026, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of August 31, 2026 and 2025, the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended August 31, 2026, and the related notes (collectively, the consolidated financial statements), and our report dated October 26, 2026 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
83
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
Portland, Oregon
October 26, 2026
84
Item 9B. OTHER INFORMATION
Trading Plan Arrangements
During the three months ended August 31, 2026, no officers or directors, as defined in Rule 16a-1(f), adopted and/or terminated a “
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
85
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information required by this item will be included under the captions “Board Composition”, “Board Committees, Meetings and Charters”, “Our Code of Conduct and FCPA Compliance” and “Policy Regarding Trading in Company Securities” in our definitive Proxy Statement on Schedule 14A for the 2027 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission within 120 days after the year ended August 31, 2026 (as amended, updated, supplemented, or restated, “2027 Proxy Statement”) and is incorporated herein by reference. Information required by this item regarding the executive officers of the Company and family relationships is included under the caption “Information about our Executive Officers” in Part I of this 10-K and is incorporated herein by reference.
Item 11. EXECUTIVE COMPENSATION
The information required by this item will be included under the caption “Fiscal 2026 Executive Compensation”, “Compensation Committee Report”, and “Fiscal 2026 Non-Employee Director Compensation” and “Risk Oversight” in the 2027 Proxy Statement and is incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS
The information required by this item will be included under the captions “Stock Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in the 2027 Proxy Statement and is incorporated herein by reference.
The information required by this item will be included under the captions “Related Person Transactions” and “Board Independence” in the 2027 Proxy Statement and is incorporated herein by reference.
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Our independent registered public accounting firm is
The information required by this item will be included under the caption “Ratification of Appointment of Independent Auditors” in the 2027 Proxy Statement and is incorporated herein by reference.
86
PART IV
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(1) Financial Statements
See Consolidated Financial Statements in Item 8
(a) (2) Financial Statements Schedule**
* * All other schedules have been omitted because they are inapplicable, not required or because the information is given in the Consolidated Financial Statements or notes thereto. This supplemental schedule should be read in conjunction with the Consolidated Financial Statements and notes thereto included in this report.
(a) |
(3) |
The following exhibits are filed herewith and this list is intended to constitute the exhibit index: |
|
|
|
|
3.1 |
Restated Articles of Incorporation of the Registrant, as amended as of January 7, 2026, are incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form 10-Q filed April 7, 2026. |
|
|
|
|
3.2 |
Amended and Restated Bylaws of the Registrant, dated March 31, 2026, are incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed April 1, 2026. |
|
|
|
|
4.1 |
Specimen Common Stock Certificate of Registrant is incorporated herein by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-3 filed April 7, 2010 (SEC File Number 333-165924). |
|
|
|
|
4.2 |
Description of the Registrant's Securities Under Section 12 of the Securities Exchange Act of 1934 is incorporated herein by reference to Exhibit 4.3 to the Registrant’s Form 10-K filed October 29, 2019. |
|
|
|
|
4.3 |
Indenture between the Registrant and Wells Fargo Bank, National Association, as Trustee, including the Form of Note attached as Exhibit A thereto, dated April 20, 2021 is incorporated herein by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed April 21, 2021. |
|
|
|
|
4.4 |
First Supplemental Indenture dated June 1, 2021 to the Indenture dated April 20, 2021 between the Registrant and Wells Fargo Bank, National Association, as Trustee, including the Form of Note attached as Exhibit A thereto is incorporated herein by reference to Exhibit 4.5 to the Registrant’s Form 10-Q filed July 9, 2021. |
|
|
|
|
10.1* |
Form of Change of Control Agreement is incorporated herein by reference to Exhibit 10.5 to the Registrant’s Form 10-Q filed April 4, 2013. |
|
|
|
|
10.2* |
The Greenbrier Companies, Inc. Form of Amendment to Change of Control Agreement, approved on May 28, 2013, is incorporated herein by reference to Exhibit 10.2 of the Registrant’s Form 8-K filed June 3, 2013. |
|
|
|
|
10.3* |
The Greenbrier Companies, Inc. 2021 Stock Incentive Plan, As Amended, dated January 7, 2026, is incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed April 7, 2026. |
|
|
|
|
10.4* |
Stock Incentive Grant Program for Non-Employee Directors is incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed January 8, 2026. |
|
|
|
|
10.5* |
Form of Restricted Stock Unit Award Notice and Award Agreement Under The Greenbrier Companies, Inc. 2021 Stock Incentive Plan, As Amended, is incorporated herein by reference to Exhibit 10.2 to the Registrant’s Form 10-Q filed April 7, 2026. |
87
|
|
|
|
10.6* |
Mandatory Clawback Policy is incorporated herein by reference to Exhibit 10.8 of the Registrant’s Form 10-K filed October 25, 2023. |
|
|
|
|
10.7* |
The Greenbrier Companies, Inc. Nonqualified Deferred Compensation Plan 2018 Amendment and Restatement of the Basic Plan Document is incorporated herein by reference to Exhibit 10.4 to the Registrant’s Form 10-Q filed June 29, 2018. |
|
|
|
|
10.8* |
The Greenbrier Companies Nonqualified Deferred Compensation Plan 2018 Amendment and Restatement of the Adoption Agreement is incorporated herein by reference to Exhibit 10.5 to the Registrant’s Form 10-Q filed June 29, 2018. |
|
|
|
|
10.9* |
Amendment No. 1 to The Greenbrier Companies Nonqualified Deferred Compensation Plan 2018 Amendment and Restatement of the Adoption Agreement is incorporated herein by reference to Exhibit 10.9 to the Registrant's Form 10-K filed on October 28, 2025. |
|
|
|
|
10.10* |
Updated Rabbi Trust Agreements, dated October 1, 2012, related to The Greenbrier Companies, Inc. Nonqualified Deferred Compensation Plan, are incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed January 9, 2013. |
|
|
|
|
10.11* |
Amendment No. 1 to Trust Agreement, dated June 15, 2018, related to The Greenbrier Companies, Inc. Nonqualified Deferred Compensation Plan, is incorporated by reference to Exhibit 10.6 to the Registrant’s Form 10-Q filed June 29, 2018. |
|
|
|
|
10.12* |
The Greenbrier Companies Nonqualified Deferred Compensation Plan Adoption Agreement for Directors, dated July 1, 2012, is incorporated herein by reference to Exhibit 10.28 to the Registrant’s Form 10-K filed November 1, 2012. |
|
|
|
|
10.13* |
Amendment No. 1 to The Greenbrier Companies Nonqualified Deferred Compensation Plan Adoption Agreement for Directors, dated December 15, 2015, is incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed April 5, 2016. |
|
|
|
|
10.14* |
Amendment No. 2 to The Greenbrier Companies Nonqualified Deferred Compensation Plan Adoption Agreement for Directors is incorporated herein by reference to Exhibit 10.14 to the Registrant's Form 10-K filed on October 28, 2025. |
|
|
|
|
10.15* |
Updated Rabbi Trust Agreements, dated October 1, 2012, related to The Greenbrier Companies, Inc. Nonqualified Deferred Compensation Plan for Directors, are incorporated herein by reference to Exhibit 10.2 to the Registrant’s Form 10-Q filed January 9, 2013. |
|
|
|
|
10.16*
|
Amendment No. 1 to Trust Agreement, dated June 15, 2018, related to The Greenbrier Companies, Inc. Nonqualified Deferred Compensation Plan for Directors, is incorporated by reference to Exhibit 10.7 to the Registrant’s Form 10-Q filed June 29, 2018. |
|
|
|
|
10.17* |
Amended and Restated The Greenbrier Companies, Inc. Employee Stock Purchase Plan, as amended and restated effective January 5, 2024, is incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed April 5, 2024. |
|
|
|
|
10.18* |
The Greenbrier Companies, Inc. Summary Description of FY 2026 Short-term Incentive Cash Bonus Program is incorporated herein by reference to Exhibit 10.3 to the Registrant’s Form 10-Q filed January 8, 2026. |
|
|
|
|
10.19* |
The Greenbrier Companies, Inc. Executive Officers Severance Policy is incorporated herein by reference to Exhibit 10.36 to the Registrant’s Form 10-K filed October 24, 2024. |
|
|
|
88
|
10.20 |
Form of Agreement concerning Indemnification and Related Matters (Directors) between Registrant and its directors is incorporated herein by reference to Exhibit 10.2 to the Registrant’s Form 10-Q filed July 1, 2015. |
|
|
|
|
10.21 |
Form of Agreement concerning Indemnification and Related Matters (Officers) between Registrant and its officers is incorporated herein by reference to Exhibit 10.2 to the Registrant’s Form 10-Q filed June 29, 2018. |
|
|
|
|
10.22 |
Fourth Amended and Restated Credit Agreement, dated as of September 26, 2018, by and among The Greenbrier Companies, Inc., Bank of America, N.A., as Administrative Agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Sole Lead Arranger and Sole Bookrunner, MUFG Union Bank, N.A., as Syndication Agent, Bank of the West, Branch Banking and Trust Company, Fifth Third Bank, and Wells Fargo Bank, National Association, as Co-Documentation Agents, and the lenders identified therein is incorporated herein by reference to Exhibit 10.28 to the Registrant’s Form 10-K filed October 26, 2018. |
|
|
|
|
10.23
|
First Amendment to the Fourth Amended and Restated Credit Agreement, dated as of September 26, 2018, by and among The Greenbrier Companies, Inc., Bank of America, N.A., as Administrative Agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Sole Lead Arranger and Sole Bookrunner, MUFG Union Bank, N.A., as Syndication Agent, Bank of the West, Branch Banking and Trust Company, Fifth Third Bank, and Wells Fargo Bank, National Association, as Co-Documentation Agents, and the lenders identified therein is incorporated by reference to Exhibit 10.22 to the Registrant’s Form 10-K filed October 29, 2019. |
|
|
|
|
10.24 |
Second Amendment to the Fourth Amended and Restated Credit Agreement, dated as of August 27, 2021, by and among The Greenbrier Companies, Inc., the guarantors and lenders party thereto, and Bank of America, N.A., as Administrative Agent is incorporated herein by reference to Exhibit 10.28 to the Registrant’s Form 10-K filed October 26, 2021. |
|
|
|
|
10.25 |
Third Amendment to the Fourth Amended and Restated Credit Agreement, dated as of July 29, 2022, by and among The Greenbrier Companies, Inc., the guarantors and lenders party thereto, and Bank of America, N.A., as Administrative Agent is incorporated herein by reference to Exhibit 10.38 to the Registrant's Form 10-K filed on October 31, 2022. |
|
|
|
|
10.26 |
Fourth Amendment to the Fourth Amended and Restated Credit Agreement, dated as of March 13, 2023, by and among The Greenbrier Companies, Inc., the guarantors and lenders party thereto, and Bank of America, N.A., as Administrative Agent is incorporated herein by reference to Exhibit 10.43 to the Registrant's Form 10-Q filed on April 10, 2023. |
|
|
|
|
10.27 |
Fifth Amendment to the Fourth Amended and Restated Credit Agreement, Guarantor Joinder and Amendment to Certain Collateral Documents, dated as of May 21, 2025, by and among The Greenbrier Companies, Inc., the guarantors and lenders party thereto, and Bank of America, N.A., as Administrative Agent is incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed on July 2, 2025. |
|
|
|
|
10.28 |
Fourth Amended and Restated Security Agreement, dated as of September 26, 2018, by and among The Greenbrier Companies, Inc., and the other parties identified as Debtors therein, in favor of Bank of America, N.A., as Administrative Agent is incorporated herein by reference to Exhibit 10.29 to the Registrant’s Form 10-K filed October 26, 2018. |
|
|
|
|
10.29 |
Fourth Amended and Restated Pledge Agreement, dated as of September 26, 2018, by and among The Greenbrier Companies, Inc., and the other parties identified as Debtors therein, in favor of Bank of America, N.A., as Administrative Agent is incorporated herein by reference to Exhibit 10.30 to the Registrant’s Form 10-K filed October 26, 2018. |
|
|
|
89
|
10.30
|
Amended and Restated Credit Agreement, dated as of September 26, 2018, by and among Greenbrier Leasing Company LLC, an Oregon limited liability company, Bank of America, N.A., as Administrative Agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Sole Lead Arranger and Sole Bookrunner, MUFG Union Bank, N.A., as Syndication Agent, and the lenders identified therein is incorporated herein by reference to Exhibit 10.31 to the Registrant’s Form 10-K filed October 26, 2018. |
|
|
|
|
10.31 |
First Amendment to Amended and Restated Credit Agreement, dated as of August 27, 2021, by and among Greenbrier Leasing Company LLC, an Oregon limited liability company, lenders party thereto, and Bank of America, N.A., as Administrative Agent is incorporated herein by reference to Exhibit 10.32 to the Registrant’s Form 10-K filed October 26, 2021. |
|
|
|
|
10.32 |
Second Amendment to Amended and Restated Credit Agreement, dated as of July 29, 2022, by and among Greenbrier Leasing Company LLC, an Oregon limited liability company, lenders party thereto, and Bank of America, N.A., as Administrative Agent is incorporated herein by reference to Exhibit 10.37 to the Registrant's Form 10-K filed on October 31, 2022. |
|
|
|
|
10.33 |
Amended and Restated Security Agreement, dated as of September 26, 2018, by and between Greenbrier Leasing Company LLC, an Oregon limited liability company, in favor of Bank of America, N.A., as Administrative Agent is incorporated herein by reference to Exhibit 10.32 to the Registrant’s Form 10-K filed October 26, 2018. |
|
|
|
|
10.34 |
Asset Purchase Agreement, dated as of April 17, 2019, by and among The Greenbrier Companies, Inc., GBXL, LLC, and American Railcar Industries, Inc., is incorporated herein by reference to Exhibit 2.1 to the Registrant’s Form 8-K filed April 18, 2019. |
|
|
|
|
10.35 |
Master Indenture dated February 9, 2022 between GBX Leasing 2022-1 LLC and U.S. Bank Trust Company, National Association as indenture trustee and U.S. Bank National Association, as securities intermediary is incorporated herein by reference to Exhibit 10.37 to the Registrant's Form 10-Q filed on April 6, 2022. [Portions omitted]** |
|
|
|
|
10.36 |
Series 2022-1 Supplement dated February 9, 2022 between GBX Leasing 2022-1 LLC and U.S. Bank National Association, as Indenture Trustee (including Forms of Note attached as Exhibit A and Exhibit B thereto) is incorporated herein by reference to Exhibit 10.38 to the Registrant's Form 10-Q filed on April 6, 2022. [Portions omitted]** |
|
|
|
|
10.37 |
Series 2023-1 Supplement dated November 20, 2023 between GBX Leasing 2022-1 LLC and U.S. Bank Trust Company, National Association as Indenture Trustee (including Forms of Note attached as Exhibit A and Exhibit B thereto) is incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed on January 5, 2024. [Portions omitted]** |
|
|
|
|
10.38 |
Amendment No. 2 to Warehouse Loan Agreement dated August 26, 2022 by and among GBXL I, LLC, as borrower, Bank of America N.A. as a lender and as agent and Credit Agricole Corporate and Investment Bank, as lender is incorporated herein by reference to Exhibit 10.43 to the Registrant's Form 10-K filed on October 31, 2022. |
|
|
|
|
10.39 |
Amendment No. 3 to Warehouse Loan Agreement dated June 16, 2023, by and among GBXL I, LLC, as borrower, Bank of America, N.A., as a Lender and agent, Credit Agricole Corporate and Investment Bank, as lender, and Wells Fargo Bank, N.A., as lender is incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 10-Q filed on June 29, 2023. |
|
|
|
|
10.40 |
Amendment No. 4 to Warehouse Loan Agreement dated January 22, 2024, by and among GBXL I, LLC, as borrower, GBXL I (Canada) Ltd., Wilmington Trust Company, as collateral agent and depositary, Bank of America, N.A., as a Lender and agent, Credit Agricole Corporate and Investment Bank, as lender, and Wells Fargo Bank, N.A., as lender is incorporated herein by reference to Exhibit 10.34 to the Registrant’s Form 10-K filed October 24, 2024. |
90
|
|
|
|
10.41 |
Amendment No. 5 to Warehouse Loan Agreement dated September 6, 2024, by and among GBXL I, LLC, as borrower, GBXL I (Canada) Ltd., Wilmington Trust Company, as collateral agent and depositary, Bank of America, N.A., as a Lender and agent, Credit Agricole Corporate and Investment Bank, as an exiting lender, and Wells Fargo Bank, N.A., as lender, is incorporated herein by reference to Exhibit 10.35 to the Registrant’s Form 10-K filed October 24, 2024. [Portions omitted]** |
|
|
|
|
10.42* |
Employment Offer Letter between Greenbrier Leasing Company LLC and Michael J. Donfris dated May 8, 2024 is incorporated herein by reference to Exhibit 10.2 to the Registrant’s Form 10-Q filed on July 8, 2024. |
|
|
|
|
10.43* |
Overseas Assignment Letter between The Greenbrier Companies, Inc. and William Glenn dated October 16, 2024 is incorporated herein by reference to Exhibit 10.37 to the Registrant’s Form 10-K filed October 24, 2024. |
|
|
|
|
10.44 |
Series 2026-1 Supplement dated February 4, 2026 between GBX Leasing 2022-1 LLC and U.S. Bank Trust Company, National Association, as indenture trustee (including Forms of Note attached as Exhibit A and Exhibit B thereto), is incorporated herein by reference to Exhibit 10.3 to the Registrant’s Form 10-Q filed April 7, 2026. [Portions omitted]** |
|
|
|
|
10.45 |
Third Amendment to Amended and Restated Credit Agreement, dated as of May 5, 2026, by and among Greenbrier Leasing Company LLC, an Oregon limited liability company, lenders party thereto, and Bank of America, N.A., as Administrative Agent, is incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed July 1, 2026. |
|
|
|
|
10.46 |
Sixth Amendment to the Fourth Amended and Restated Credit Agreement, dated as of May 5, 2026, by and among The Greenbrier Companies, Inc., the guarantors and lenders party thereto, and Bank of America, N.A., as Administrative Agent, is incorporated herein by reference to Exhibit 10.2 to the Registrant’s Form 10-Q filed July 1, 2026. |
|
|
|
|
19.1 |
Policy Regarding Trading in Company Securities. |
|
|
|
|
21.1 |
List of the subsidiaries of the Registrant. |
|
|
|
|
23.1 |
Consent of KPMG LLP. |
|
|
|
|
31.1 |
Certification pursuant to Rule 13a-14(a)/15d-14(a). |
|
|
|
|
31.2 |
Certification pursuant to Rule 13a-14(a)/15d-14(a). |
|
|
|
|
32.1 |
Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
|
32.2 |
Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
|
97.1 |
Mandatory Clawback Policy is incorporated herein by reference to Exhibit 10.8 of the Registrant’s Form 10-K filed October 25, 2023. |
|
|
|
|
101.INS |
Inline XBRL Instance Document. |
|
|
|
|
101.SCH |
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Document. |
|
|
|
|
104 |
Cover Page Interactive Data File (Formatted as inline XBRL and contained in Exhibit 101). |
91
* Management contract or compensatory plan or arrangement
** Certain confidential information contained in this exhibit, marked by brackets, has been omitted because it is both (i) not material and (ii) is the type that the Registrant treats as private or confidential
Note: For all exhibits incorporated by reference, unless otherwise noted above, the SEC file number is 001-13146.
Item 16. FORM 10-K SUMMARY
None.
92
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
THE GREENBRIER COMPANIES, INC.
Dated: October 26, 2026 |
By: /s/ Lorie L. Tekorius |
|
Lorie L. Tekorius |
|
Chief Executive Officer (Principal Executive Officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature |
|
Date |
/s/ Lorie L. Tekorius |
October 26, 2026 |
Lorie L. Tekorius, President, |
|
Chief Executive Officer and Director |
|
/s/ Thomas B. Fargo |
October 26, 2026 |
Thomas B. Fargo, Chair of the Board of Directors |
|
/s/ Stevan B. Bobb |
October 26, 2026 |
Stevan B. Bobb, Director |
|
/s/ Wanda F. Felton |
October 26, 2026 |
Wanda F. Felton, Director |
|
/s/ Antonio O. Garza |
October 26, 2026 |
Antonio O. Garza, Director |
|
/s/ James R. Huffines |
October 26, 2026 |
James R. Huffines, Director |
|
/s/ Graeme A. Jack |
October 26, 2026 |
Graeme A. Jack, Director |
|
/s/ Jeffrey M. Songer |
October 26, 2026 |
Jeffrey M. Songer, Director |
|
/s/ Wendy L. Teramoto |
October 26, 2026 |
Wendy L. Teramoto, Director |
|
/s/ Kelly M. Williams |
October 26, 2026 |
Kelly M. Williams, Director |
|
/s/ Michael J. Donfris |
October 26, 2026 |
Michael J. Donfris, Senior Vice President,
Chief Financial Officer (Principal Financial Officer)
/s/ Matthew J. Meyer |
October 26, 2026 |
Matthew J. Meyer, Senior Vice President, Chief Accounting Officer (Principal Accounting Officer) |
|
93