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What changed in GREENBRIER COMPANIES INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of GREENBRIER COMPANIES INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+298 added−278 removedSource: 10-K (2025-10-28) vs 10-K (2024-10-24)

Top changes in GREENBRIER COMPANIES INC's 2025 10-K

298 paragraphs added · 278 removed · 230 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

61 edited+19 added−7 removed36 unchanged
Biggest changeOne of the units, RM9W, includes the nearshore area of the river sediments offshore and downstream of the Portland Property. It also includes a portion of the Portland Property's riverbank. The ROD does not break down total remediation costs by Sediment Decision Unit. The EPA requested that potentially responsible parties enter AOCs during 2019 agreeing to conduct remedial design studies.
Biggest changeThe ROD does not break down total remediation costs by work area. The EPA requested that potentially responsible parties enter AOCs during 2019 agreeing to conduct remedial design studies. Some parties have signed AOCs, including one party with respect to RM9W. Additionally, at some portions of the Portland Harbor Superfund Site, the EPA is conducting the remedial design work.
Products and Services Manufacturing Segment North American Railcar Manufacturing - We manufacture most freight railcar types currently in use in the North American market (other than coal cars) and we continue to expand our product features and functionality. We have demonstrated an ability to capture high market shares in many of the car types we produce.
Products and Services Manufacturing Segment North American Manufacturing - We manufacture most freight railcar types currently in use in the North American market (other than coal cars) and we continue to expand our product features and functionality. We have demonstrated an ability to capture high market shares in many of the car types we produce.
Our management services business is responsible for the maintenance and administration of our fleet of railcars. 5 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.
Our management services business is responsible for the maintenance and administration of our fleet of railcars. Unconsolidated Affiliates 5 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.
Environmental studies have been conducted on certain of our owned and leased properties that indicate additional investigation and some remediation on certain properties may be necessary. Portland Harbor Superfund Site Our former Portland, Oregon manufacturing facility (the Portland Property) is located adjacent to the Willamette River. In December 2000, the U.S.
Environmental studies have been conducted on certain of our owned and leased properties that indicate additional investigation and some remediation on certain properties may be necessary. Portland Harbor Superfund Site Our former Portland, Oregon manufacturing facility (Portland Property) is located adjacent to the Willamette River. In December 2000, the U.S.
These are designed for the transportation of hazardous and non-hazardous commodities such as petroleum products, ethanol, liquefied petroleum gas, petrochemicals, caustic soda, chlorine, fertilizers, vegetable oils, bio-diesel and various other products. Intermodal Railcars - We manufacture a comprehensive portfolio of intermodal railcars. Our most popular intermodal product is our double-stack railcars called Maxi-Stack ® I and Maxi-Stack ® IV.
These are designed for the transportation of hazardous and non-hazardous commodities such as 4 petroleum products, ethanol, liquefied petroleum gas, petrochemicals, caustic soda, chlorine, fertilizers, vegetable oils, bio-diesel and various other products. Intermodal Railcars - We manufacture a comprehensive portfolio of intermodal railcars. Our most popular intermodal product is our double-stack railcars called Maxi-Stack ® I and Maxi-Stack ® IV.
Many European railroads are state-owned and are subject to European Union (EU) regulations covering the 7 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. Through our research and customer relationships, insights are derived into the potential need for new products and services.
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. Through our research and customer relationships, insights are derived into the potential need for new products and services.
That's why we focus on developing our employees through customized learning and training programs designed to enhance talent retention. Our personalized approach offers a range of training formats, equipping our team with the resources they need to grow and thrive professionally at Greenbrier. This empowers employees to take charge of their own learning journeys.
That's why we focus on developing our employees through customized learning and training programs designed to enhance talent retention. Our personalized approach offers a range of training formats, equipping our team with the resources 8 they need to grow and thrive professionally at Greenbrier. This empowers employees to take charge of their own learning journeys.
Separate from the process described above, which focused on the type of remediation to be performed at the Portland Harbor Site and the schedule for such remediation, 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 Site.
Separate from the process described above, which focused on the type of remediation to be performed at the Portland Harbor Superfund Site and the schedule for such remediation, 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.
In addition, we provide customized maintenance management, equipment management, accounting and compliance services and 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.
In addition, we provide customized maintenance management, equipment management, accounting and compliance services and 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 7 railcars.
Oregon Department of Environmental Quality (DEQ) Regulation of Portland Manufacturing Operations We entered into a Voluntary Cleanup Agreement with the Oregon Department of Environmental Quality (DEQ) in which we agreed to conduct an investigation of whether, and to what extent, past or present operations at the Portland Property may have released hazardous substances into the environment.
Oregon Department of Environmental Quality (DEQ) Regulation of Portland Property We entered into a Voluntary Cleanup Agreement with the Oregon Department of Environmental Quality (DEQ) in which we agreed to conduct an investigation of whether, and to what extent, past or present operations at the Portland Property may have released hazardous substances into the environment.
The double-stack railcar is designed to 4 transport containers stacked two-high on a single platform and provides significant operating and capital savings over other types of intermodal railcars. Automotive - We manufacture a full line of railcar equipment specifically designed for the transportation of light vehicles.
The double-stack railcar is designed to transport containers stacked two-high on a single platform and provides significant operating and capital savings over other types of intermodal railcars. Automotive - We manufacture a full line of railcar equipment specifically designed for the transportation of light vehicles.
Based on the investigation to date, we believe that we did not contribute in any material way to contaminants of concern in the river sediments or the damage of natural resources in the Portland Harbor Site and that the damage in the area of the Portland Harbor Site adjacent to the Portland Property precedes our ownership of the Portland Property.
Based on the investigation to date, we believe that we did not contribute in any material way to contaminants of concern in the river sediments or the damage of natural resources in the Portland Harbor Superfund Site and that the damage in the area of the Portland Harbor Superfund Site adjacent to the Portland Property precedes our ownership of the Portland Property.
Because these environmental investigations are still underway, sufficient information is currently not available to determine our liability, if any, for the cost of any required remediation or restoration of the Portland Harbor Site or to estimate a range of potential loss.
Because these environmental investigations are still underway, sufficient information is currently not available to determine our liability, if any, for the cost of any required remediation or restoration of the Portland Harbor Superfund Site or to estimate a range of potential loss.
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. 11
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. 12
Financial information about our reportable segments as well as geographic information is located in Note 18 - Segment Information to the Consolidated Financial Statements. 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.
Financial information about our reportable segments as well as geographic information is located in Note 17 - Segment Information to the Consolidated Financial Statements. 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.
Marketing and engineering personnel collaborate to evaluate opportunities and develop new products and services that exceed customers’ expectations. Research and development costs incurred during the years ended August 31, 2024, 2023 and 2022 were $5.2 million, $4.0 million and $5.4 million, respectively.
Marketing and engineering personnel collaborate to evaluate opportunities and develop new products and services that exceed customers’ expectations. Research and development costs incurred during the years ended August 31, 2025, 2024 and 2023 were $5.5 million, $5.2 million and $4.0 million, respectively.
We operate an integrated business model in North America 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.
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 automotive offerings include the Auto-Max ® II, Multi-Max TM and Multi-Max Plus TM products, which are designed to carry automobiles, CUVs, SUVs, trucks and high sided vans efficiently. Sustainable Conversions TM - We are a leading provider of sustainable conversions, which repurposes existing railcars into new equipment service.
Our automotive offerings include the Auto-Max ® II, Multi-Max TM and Multi-Max Plus TM products, which are designed to carry automobiles, CUVs, SUVs, trucks and high sided vans efficiently. Sustainable Conversions TM - We are a leading provider of sustainable conversions, which repurposes existing railcars into equipment for other service.
In all railcar markets that we serve, we compete on the basis of quality, price, timeliness of delivery, innovative product design, reputation and customer service. Competition in the Maintenance Services businesses is dependent on the type of product or service provided. There are many competitors in these businesses.
In all railcar markets that we serve, we compete on the basis of quality, price, timeliness of delivery, innovative product design, reputation and customer service. Competition in the wheel services, maintenance and component parts businesses is dependent on the type of product or service provided. There are many competitors in these businesses.
Management Services - Our North American management services business offers a broad array of software and services that include 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, administration and railcar re-marketing.
Fleet Management - Our North American management services business offers a broad array of software and services that include 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, administration and railcar remarketing.
Ten private and public entities, including our company (the Lower Willamette Group or LWG), signed an Administrative Order on Consent (AOC) to perform a remedial investigation/feasibility study (RI/FS) of the Portland Harbor Site under EPA oversight, and several additional entities did not sign such consent, but nevertheless contributed financially to the effort.
Ten private and public entities, including us (the Lower Willamette Group or LWG), signed an Administrative Order on Consent (AOC) to perform a remedial investigation/feasibility study (RI/FS) of the Portland Harbor Superfund Site under EPA oversight, and several additional entities did not sign such consent, but nevertheless contributed financially to the effort.
We will continue to participate in the allocation process. Approximately 110 additional parties signed tolling agreements related to such allocations. On April 23, 2009, our company and the other AOC signatories filed suit against 69 other parties due to a possible limitations period for some such claims; Arkema Inc. et al v.
We will continue to participate in the allocation process. Approximately 100 additional parties signed tolling agreements related to such allocations. On April 23, 2009, we and the other AOC signatories filed suit against 69 other parties due to a possible limitations period for some such claims. Arkema Inc. et al v.
Environmental Protection Agency (EPA) classified portions of the Willamette River bed known as the Portland Harbor, including the portion fronting the Portland Property, as a federal "National Priority List" or "Superfund" site due to sediment contamination (the Portland Harbor Site).
Environmental Protection Agency (EPA) classified portions of the Willamette River bed and certain riverbanks known as the Portland Harbor, including the portion fronting the Portland Property, as a federal "National Priority List" or "Superfund" site due to sediment contamination (Portland Harbor Superfund Site).
Human Capital With the oversight of the Board, our Chief Executive Officer 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 14,200 employees of which approximately half reside in Mexico.
Human Capital With the oversight of the Board, our Chief Executive Officer 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 11,000 employees of which approximately half reside in Mexico.
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. We operate in three reportable segments: Manufacturing; Maintenance Services; and Leasing & Management Services.
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. We operate in two reportable segments: Manufacturing and Leasing & Fleet Management.
The percentage of owned units on lease was 98.5% at August 31, 2024 with an average remaining lease term of 4.0 years and an average age of 6.5 years. We also originate leases of railcars, which are either newly built or refurbished by our operations.
The percentage of owned units on lease was 98.2% at August 31, 2025 with an average remaining lease term of 4.0 years and an average age of 7.0 years. We also originate leases of railcars, which are either newly built or refurbished by our operations.
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 2024, the top ten suppliers for all inventory purchases accounted for approximately 44% of total purchases. The top supplier accounted for 17% of total inventory purchases in 2024.
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 2025, the top ten suppliers for all inventory purchases accounted for approximately 36% of total purchases. The top supplier accounted for 14% of total inventory purchases in 2025.
Our company and more than 140 other parties have received a "General Notice" of potential liability from the EPA relating to the Portland Harbor Site.
We and more than 140 other parties have received a "General Notice" of potential liability from the EPA relating to the Portland Harbor Superfund Site.
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, 2024 2023 2022 New railcar backlog units 1 26,700 30,900 29,500 Estimated future revenue value (in millions) 2 $ 3,380 $ 3,810 $ 3,480 1 Each platform of a railcar is treated as a separate unit. 2 Subject to change based on finalization of product mix.
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, 2025 2024 2023 New railcar backlog units 1 16,600 26,700 30,900 Estimated future revenue value (in millions) 2 $ 2,200 $ 3,400 $ 3,800 1 Each platform of a railcar is treated as a separate unit. 2 Subject to change based on finalization of product mix.
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. Maintenance Services Segment Wheel Services - We operate a wheel services network in North America.
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.
However, any contamination or exacerbation of contamination that occurs after the sale of the property will be the liability of the current and future owners and operators of the Portland Property. 10 Regulation We must comply with the rules of the Department of Homeland Security (DHS) and the U.S.
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. Regulation We must comply with the rules of the Department of Homeland Security (DHS) and the administrative agencies it oversees including U.S. Customs and Border Protection, the U.S.
On January 30, 2017 the Confederated Tribes and Bands of Yakama Nation sued 33 parties including our company as well as the federal government and the State of Oregon for costs it incurred in assessing alleged natural resource damages to the Columbia River from contaminants deposited in Portland Harbor. Confederated Tribes and Bands of the Yakama Nation v.
On January 30, 2017, the Confederated Tribes and Bands of the Yakama Nation sued 30 parties, including us as well as the federal government and the State of Oregon, for costs it incurred in assessing alleged natural resource damages to the Lower Columbia River and Multnomah Channel from contaminants deposited at the Portland Harbor Superfund Site.
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. 6 In 2024, revenue from one customer accounted for approximately 10% of Consolidated Revenue which represented 11% of Manufacturing Revenue, 6% of Leasing & Management Services Revenue and 1% of Maintenance Services Revenue.
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. 6 In 2025, revenue from two customers accounted for approximately 26% of Consolidated Revenue which represented 28% of Manufacturing Revenue and 2% of Leasing & Fleet Management Revenue.
Compensation and Employee Well-Being – To remain competitive globally, we regularly evaluate our compensation programs. This includes reviewing base pay levels for equity both internally and externally and assessing the effectiveness of our short and long-term incentive programs.
Compensation and Employee Well-Being – To remain competitive globally, we regularly evaluate our compensation programs. This includes reviewing base pay levels for equity both internally and externally and assessing the effectiveness of our short and long-term incentive programs. Benefits and Wellness – We believe benefits programs are a key differentiator in attracting and retaining talent.
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.
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 subject to health and safety regulations by the U.S.
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.
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.
The remaining balance of the production is scheduled for delivery in 2026 and beyond. Our backlog includes approximately $590 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 includes approximately $460 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.
Individuals across multiple locations who have technical skills, including experience in welding, engineering, and machine operating, are necessary for us to succeed. Approximately 7,800 employees are represented by unions, primarily in Mexico and Europe. At our Maintenance Services locations, approximately 50 employees are represented by a union. We believe we have good union relations.
Individuals across multiple locations who have technical skills, including experience in welding, engineering, and machine operating, are necessary for us to succeed. Approximately 5,400 employees are represented by unions, primarily in Mexico and Europe. We believe we have good union relations. Safety – Employee safety is a top priority and we continually work to improve our safety performance over time.
Leasing & Management Services 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 15,500 railcars enables us to offer flexible leases to our customers including operating leases of varied intervals and “per diem” leases.
Our relationships with financial institutions and operating lessors combined with our ownership of a lease fleet of approximately 17,000 railcars enables us to offer flexible leases to our customers including operating leases of varied intervals and “per diem” leases.
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 operate a replacement parts business which aids in our vertical integration and we continue to pursue strategic opportunities to protect and enhance our supply chain.
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.
Based on the results of the pending investigations and future assessments of natural resource damages, we may be required to incur costs associated with additional phases of investigation or remedial action, and may be liable for damages to natural resources.
Based on the results of the pending investigations and future assessments of natural resource damages, we may be required to incur costs associated with additional phases of investigation or remedial action, and may be liable for damages to natural resources. 10 On June 9, 2025, the natural resources trustees for the Portland Harbor Superfund Site, consisting of the U.S., on behalf of the National Oceanic and Atmospheric Administration of the U.S.
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.
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.
Approximately 3% of backlog units and estimated value as of August 31, 2024 was associated with our Brazilian railcar manufacturing operations, which are accounted for under the equity method. Based on current production schedules, approximately 18,600 units in the August 31, 2024 backlog are scheduled for delivery in 2025.
Approximately 12% of backlog units and estimated value as of August 31, 2025 was associated with our Brazilian railcar manufacturing operations which is accounted for under the equity method.
Our Chief Executive Officer, senior leadership and our Board of Directors monitor our safety performance regularly. Employee Engagement – Building a successful human capital management strategy requires foresight, commitment and a willingness to embrace change. We are committed to creating a culture of feedback that reinforces our Core Value of Respect for People.
Employee Engagement – Building a successful human capital management strategy requires foresight, commitment and a willingness to embrace change. We are committed to creating a culture of feedback that reinforces our Core Value of Respect for People. Employee engagement and satisfaction are essential to Greenbrier’s success. We prioritize fostering connections and encouraging collaboration.
Air Liquide America Corp., et al., U.S. Court for the District of Oregon Case No. 3i17-CV-00164-SB. The complaint does not specify the amount of damages the plaintiff will seek. The case has been stayed until January 14, 2025.
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 complaint does not specify the amount of damages the plaintiff will seek.
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.
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. 11 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.
In 2023, we expanded our employee engagement survey to include our Mexico facilities, and in 2024, we further expanded to include Europe. Feedback from our surveys continue to influence our approach to creating a culture of open dialogue and feedback. We are dedicated to fostering an inclusive environment that represents the broader communities we serve.
Employee surveys play a critical role in helping us understand the priorities of our workforce. Information gathered from our surveys continues to influence our approach to creating a culture of open dialogue and feedback. We are dedicated to fostering an inclusive environment that represents the broader communities we serve.
We maintain eight Employee Resource Groups (ERGs) sponsored and supported by leadership. Our ERGs aim to instill workplace values that inspire innovation and growth, keep employees engaged, contribute to personal and professional development, and support retention. Communication and Recognition – In 2024, Greenbrier enhanced GBX RailDepot, the communication platform launched in 2023 by adding GBXcellence.
We maintain eight Employee Resource Groups (ERGs) sponsored and supported by leadership. Our ERGs aim to instill workplace values that inspire innovation and growth, keep employees engaged, contribute to personal and professional development, and support retention. In 2025, our employee engagement efforts expanded with the launch of mentorship opportunities through our ERGs, promoting collaboration and professional growth across our team.
Our wheel shops provide complete wheel services including reconditioning of wheels and axles in addition to new axle machining, finishing and downsizing. Railcar Maintenance - We operate a railcar maintenance network in North America including shops certified by the Association of American Railroads (AAR).
Component Parts - Our component parts facilities recondition and manufacture railcar cushioning units, couplers, yokes, side frames, bolsters and various other parts. Wheel Services - We operate a wheel services network in North America. Our wheel shops provide complete wheel services including reconditioning of wheels and axles in addition to new axle machining, finishing and downsizing.
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. The EPA has identified several work areas within the ROD cleanup area.
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. The ROD does not address responsibility for the costs of remedial action, nor does it allocate such costs among the potentially responsible parties.
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.
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.
This recognition and rewards program enhances our workplace culture by empowering employees to acknowledge the outstanding contributions of their peers and leaders, while also celebrating milestones together. Development and Training – We understand that a talented and diverse workforce is essential to our success.
Communication and Recognition – In 2025, Greenbrier continued to develop GBX RailDepot, our communication and recognition platform. The platform enhances our workplace culture by empowering employees to acknowledge the outstanding contributions of their peers and leaders, while also celebrating milestones together.
This includes health and wellness as well as financial and income protection benefits. Our 2024 Sustainability Update report provides additional information regarding our sustainability strategy and targets. It can be found on our website. Information contained on or accessible through our website is not incorporated into and does not constitute a part of this filing.
We strive to offer competitive programs that meet the diverse needs of our employees and their families. This includes health and wellness as well as financial and income protection benefits. Our 2025 Sustainability Report provides additional information regarding our sustainability strategy and targets. It can be found on our website.
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.
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 EPA issued its Record of Decision (ROD) for the Portland Harbor Site on January 6, 2017 and accordingly on October 26, 2017, the AOC was terminated.
The EPA issued its Record of Decision (ROD) for the Portland Harbor Superfund Site on January 6, 2017 and accordingly on October 26, 2017, the AOC was terminated. 9 The EPA's January 6, 2017 ROD 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.
Responsibility for funding and implementing the EPA's selected cleanup remedy will be determined at an unspecified later date.
Some allocation participants, including us, are discussing remedial action consent decree terms with the EPA and the U.S. Department of Justice. 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.
Some parties have signed AOCs, including one party with respect to RM9W. We have not signed an AOC in connection with remedial design, but we are assisting in funding a portion of the RM9W remedial design. The ROD does not address responsibility for the costs of clean-up, nor does it allocate such costs among the potentially responsible parties.
Remedial action will follow remedial design. We have not signed an AOC in connection with remedial design, but are assisting in funding a portion of the RM9W remedial design.
Safety – Employee safety is a top priority and we remain dedicated to continuously improving our safety performance over time. We regularly demonstrate our commitment to maintaining a safe workplace through efforts such as a refreshed safety onboarding and continuous awareness and training process, empowering employees to speak up on safety matters, and enhancing our focus on leading indicators.
We demonstrate our commitment to maintaining a safe workplace through efforts such as safety onboarding, ongoing training, and shifting our focus to leading indicators, which empower employees to speak up on safety matters. Our Chief Executive Officer, senior leadership and our Board of Directors regularly monitor our safety performance. In 2025, all locations completed a safety culture reset.
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.
Information contained on or accessible through our website is not incorporated into and does not constitute a part of this filing. Patents and Trademarks We have a proactive program aimed at protecting our intellectual property and the results from our research and development.
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.
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.
A & C Foundry Products, Inc. et al , U.S. District Court, District of Oregon, Case #3:09-cv-453-PK.
A & C Foundry Products, Inc. et al , U.S. District Court for the District of Oregon, Case #3:09-cv-453-PK. All but 12 of these parties elected to sign tolling agreements and be dismissed without prejudice, and the case has been stayed by the court to allow the allocation to proceed, currently through January 14, 2028.
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Item 1. B USINESS Introduction We are one of the leading designers, manufacturers and marketers of railroad freight car equipment and services in North America, Europe, and South America and may enter other geographies as opportunities arise. We offer railcar management, regulatory compliance and leasing services to railcar owners or other users of railcars in North America.
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Item 1. B USINESS 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.
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We are a leading provider of freight railcar wheel services, maintenance and parts in North America. Through unconsolidated affiliates we produce rail and industrial components and have an ownership stake in a railcar manufacturer in Brazil.
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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.
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Our shops perform routine railcar maintenance for third parties and for our leased and managed railcar fleets. Component Parts Manufacturing - Our component parts facilities recondition and manufacture railcar cushioning units, couplers, yokes, side frames, bolsters and various other parts. In September 2024, the Company combined the Maintenance Services segment within the Manufacturing segment.
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Effective September 1, 2024, we combined our former Maintenance Services and Manufacturing segments into a single reportable segment, Manufacturing. The combined Manufacturing reportable segment reflects a comprehensive production operation that allows us to streamline production processes and resources to better serve our customers. Separately, we renamed our former Leasing & Management Services reportable segment to Leasing & Fleet Management.
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Employee engagement and satisfaction are essential to Greenbrier’s success. We prioritize fostering connections, encouraging collaboration, and creating a culture of open dialogue and feedback. Employee surveys play a critical role in helping us understand the priorities of our workforce.
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These changes reflect the realignment of our organizational structure and reporting regularly provided to our chief operating decision maker to assess performance and allocate resources. These changes had no impact on our consolidated results of operations or financial position. Prior period segment results have been recast to reflect our new reportable segments.
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In addition, we strive to provide competitive health and wellness programs to our employees. 8 Benefits and Wellness – We believe benefits programs are a key differentiator in attracting and retaining talent. We strive to provide competitive programs that meet the diverse needs of our employees and their families.
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Railcar Maintenance - We operate a railcar maintenance network in North America including shops certified by the Association of American Railroads (AAR). Our shops perform routine railcar maintenance for third parties and for our leased and managed railcar fleets.
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All but 12 of these parties elected to sign tolling agreements and be dismissed without prejudice, and the case has been stayed by the court until January 14, 2025. 9 The EPA's January 6, 2017 ROD identifies a clean-up 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.
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Based on current production schedules, approximately $1.0 billion of railcar sales in the August 31, 2025 backlog are scheduled for delivery in 2026 while the remaining amount is expected to be recognized in 2027 and beyond.
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In the ensuing months, we expect new regulations related to recently passed laws that prescribe disclosure of the geographic origin of components of new railcars before new railcars are granted access to the rail interchange system in the United States. Our operations are subject to health and safety regulations by the U.S.
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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.
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This reset initiative served to identify key metrics to address risks and align expectations for ongoing workplace safety improvements. A multidisciplinary team developed new safety culture metrics, which have been implemented to include all levels of the production workforce, from the plant manager to the front-line worker.
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In addition, we host quarterly town halls, which provide employees with updates on the business, market outlook and engagement topics such as ERG updates, new products and location spotlights. The town halls encourage recognition by spotlighting employees going above and beyond each quarter. Development and Training – We understand that a talented and diverse workforce is essential to our success.
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Performance Feedback – In 2025, we enhanced our performance feedback program reinforcing our commitment to building a culture of feedback and creating alignment between individual goals and organizational priorities. The program equips managers and employees with tools to facilitate meaningful performance conversations, support employee growth, and promote a strong feedback culture across the organization.
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The EPA has identified several work areas within the ROD remedial action area. One of the units, currently referred to as the river mile 9 West work area (RM9W) includes river sediments offshore and downstream of the Portland Property. It also includes a large portion of the Portland Property's riverbanks.
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The Yakama litigation is stayed pending completion of the allocation process under supervision of the Arkema court, currently through January 14, 2028. On November 20, 2024, we, as part of a group of about 60 recipients, received a “Special Notice” letter (SNL) from the EPA. We timely responded by the May 30, 2025 response deadline.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

58 edited+19 added−6 removed153 unchanged
Biggest changeSome 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.
Biggest changeThe 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.
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. 17 Insurance coverage could be costly, unavailable or inadequate.
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.
New rules and regulations and shifting enforcement priorities of regulators could increase our operating costs and the operating costs of our 22 customers. 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.
New rules and regulations and shifting enforcement priorities of regulators could increase our operating costs and the operating costs of our customers. 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 face competition with respect to price, quality, timing, product performance, technological innovation, warranties, reliability of delivery, customer service, and other factors. The effects of this competition could reduce our revenues and operating profits, increase our expenses, limit our ability to grow, and otherwise affect our financial results.
We face competition with respect to price, quality, timing, product performance, technological innovation, warranties, reliability of 16 delivery, customer service, and other factors. The effects of this competition could reduce our revenues and operating profits, increase our expenses, limit our ability to grow, and otherwise affect our financial results.
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.
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 19 brought against us, whether successful or not, could result in substantial litigation and judgment costs and harm our reputation.
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.
Our products may be sold to third parties who may misuse, improperly install 23 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.
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 12 business and adversely impact our results of operations.
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.
Prolonged civil unrest, 16 political instability or uncertainty, military activities, or broad-based sanctions related to the war in Ukraine 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 to our business or results of operations.
Prolonged civil unrest, political instability or uncertainty, military activities, or broad-based sanctions related to the war in Ukraine 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 to our business or results of operations.
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.
Demand for specific types of railcars increases and decreases with the demand for goods such as grains, metals, 21 construction aggregates, fertilizer, perishables and general merchandise, plastic pellets, oil and gas, bio-fuels, chemicals, and automobiles, among others, which is beyond our control.
If we lose our reputation as a leader in safety among our industry peers, we may become less competitive 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.
If we lose our reputation as a leader in safety among our industry peers, we may become less competitive 13 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.
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.
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. 15 We operate a substantial amount of equipment at our production facilities.
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.
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. 17 Our success depends in part on our ability to attract, retain and motivate senior management and other key employees.
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. 15 The timing of our asset sales and related revenue recognition could cause significant differences in our quarterly results and liquidity.
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.
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.
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 . 24 Our accounting policies and methods are fundamental to how we record and report our financial condition and results of operations.
If the IRS or other tax authorities successfully contests a tax position that we take, we may be required to pay additional taxes, interest or fines that may adversely affect our results of operations and financial position.
If the IRS or other tax authorities successfully contests a tax position that we take, we may be required to pay additional taxes, interest or fines that may adversely affect our 26 results of operations and financial position.
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.
Any sales in the public market of the common stock 25 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.
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 introduced in numerous state legislatures, the U.S.
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.
In addition, 13 these threats are constantly evolving, thereby increasing the difficulty of successfully defending against them or implementing adequate preventative measures.
In addition, these threats are constantly evolving, thereby increasing the difficulty of successfully defending against them or implementing adequate preventative measures.
As a result, comparisons of our Manufacturing or Leasing & Management Services 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.
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.
If we do not have appropriate certifications, we could be unable to market and sell our rail equipment 19 in those markets.
If we do not have appropriate certifications, we could be unable to market and sell our rail equipment in those markets.
We depend on our information systems to successfully manage our 14 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 changes to our information technology systems.
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.
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. 25 Item 1B.
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.
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 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. 18 We, our subsidiaries, and our joint ventures may incur additional indebtedness, including secured indebtedness, and other obligations and liabilities that do not constitute indebtedness.
Inflation may cause our customers to reduce or delay orders for our goods and services thereby causing a decrease in our sales. The United States Federal Reserve, the European Central Bank, and several other central banks increased benchmark interest rates during 2024. Rising interest rates increases our borrowing costs potentially decreasing our profitability.
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 several other central banks increased benchmark interest rates during 2024. Rising interest rates increases our borrowing costs potentially decreasing our profitability.
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.
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.
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 2024, the top ten suppliers for all inventory purchases accounted for approximately 44% of total purchases. The top supplier accounted for approximately 17% of total inventory purchases in 2024.
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 2025, the top ten suppliers for all inventory purchases accounted for approximately 36% of total purchases. The top supplier accounted for approximately 14% of total inventory purchases in 2025.
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.
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 ongoing war in Ukraine.
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.
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 2025, revenue from two customers represented approximately 26% of Consolidated Revenue.
We cannot predict the full impact of the ongoing war in Ukraine, the economic sanctions imposed on Russia, and the related economic and geopolitical instability, including instability in the manufacturing and freight rail markets.
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.
The industry in which we operate is subject to periodic economic cycles, and the purchasing trends of customers in our industry have a significant impact on demand for our products and services.
Cyclical economic downturns in our industry usually result in decreased demand for our products and services and reduced revenue. The industry in which we operate is subject to periodic economic cycles, and the purchasing trends of customers in our industry have a significant impact on 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, and other factors such as business confidence in future economic conditions, fears of recession, and the availability and cost of efficient capital, among other factors. Worldwide economic conditions remain uncertain.
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.
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.
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. 14 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.
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.
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. 22 Some of our competitors are owned or financially supported by foreign governments and may sell products below cost or otherwise compete unfairly.
If we are unable to successfully manage the risks associated with our foreign and cross-border business activities, our results of operations, financial condition, liquidity and cash flows could be negatively impacted. Fluctuations in foreign currency exchange rates could lead to increased costs and lower profitability.
If we are unable to successfully manage the risks associated with our foreign and cross-border business activities, our results of operations, financial condition, liquidity and cash flows could be negatively impacted.
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.
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 business may be negatively impacted as a result of war in Ukraine, as well as civil unrest and armed conflict in other geographies. In February 2022, the Russian Federation commenced a military invasion of Ukraine.
Our business may be negatively impacted as a result of war in Ukraine, as well as civil unrest and armed conflict in other geographies.
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 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.
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. 20 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.
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.
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.
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. Shortages of skilled labor, increased labor costs, or failure to maintain good relations with our workforce could adversely affect our operations.
An economic downturn in our industry would impact the demand for our products and services, and would result in one or more of the following: lower sales volumes, lower prices, lower lease utilization rates and decreased revenues and profits.
An economic downturn in our industry would impact the demand for our products and services, and 20 would result in one or more of the following: lower sales volumes, lower prices, lower lease utilization rates and decreased revenues and profits. Risks related to our operations outside of the U.S. could adversely affect our operating results.
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 4.3 to this Form 10-K. 24 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.
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 4.3 to this Form 10-K.
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.
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.
In 2024, revenue from one customer accounted for approximately 10% of Consolidated Revenue. No other customers accounted for greater than 10% of Consolidated Revenue.
No other customers accounted for greater than 10% of Consolidated Revenue.
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 United States.
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 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.
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.
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. 23 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.
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.
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. 18 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 the increase of interest rates, as well as uncertainly about governmental macroeconomic policies, could negatively impact our business and results of operations.
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.
In some cases, we could be required to apply a new or revised standard retrospectively, resulting in the revision of prior period financial statements.
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.
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.
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.
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. 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.
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.
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.
Furthermore, our competitors may be less exposed to tariff impacts or in a better position to mitigate the increased costs of tariffs. 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.
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.
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.
While 21 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.
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.
A material or adverse change in exchange rates could result in significant deterioration of profits or in losses for us. 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.
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. Our leasing subsidiaries' operations relies in large part upon banks and capital markets to fund their operations and contractual commitments and refinance existing debt.
These shifts in demand could affect our results of operations and could have an adverse effect on our revenue and our profitability. Cyclical economic downturns in our industry usually result in decreased demand for our products and services and reduced revenue.
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.
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.
If occurring for prolonged periods, such weather could have an adverse effect on our business, results of operations and financial condition.
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.
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.
These negative factors may continue to occur along with other risks to our business that may emerge which include, among others, prolonged heightened inflation, macroeconomic interventions in response to inflation, cyber disruptions or attacks, and disruptions in credit 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.
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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.
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Changes in global trade policies, including imposed and threatened tariffs by the U.S. and reciprocal tariffs by its trading partners, remain uncertain and could impact our financial condition or results of operations. The current U.S. presidential administration has announced a wide range of tariffs on imports from many countries.
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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.
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In response to these tariffs, certain of the impacted countries have announced, and in some cases imposed, counter tariffs on goods that are imported from the U.S. The imposition of such tariffs have resulted in increased costs.
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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.
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We are continuing to monitor the rapidly evolving tariff and global trade policies and are working with our suppliers to mitigate potential impacts on our business.
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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.
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The extent and duration of the tariffs and the resulting impact on general economic conditions and on our business are uncertain and depend on various factors, such as recent legal challenges to the U.S.'s imposition of tariffs, negotiations between the U.S. and affected countries, 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.
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Our leasing subsidiaries' operations relies 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.
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The uncertainty of the tariffs, including a potential increase in costs and decrease in demand for our products, could heighten the other risks factors and uncertainties discussed in this Item 1A, or in other reports we periodically file with the SEC, and impact our financial condition or results of operations.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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 the increase of interest rates, as well as uncertainly about governmental macroeconomic policies, could negatively impact our business and results of operations.
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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.
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Features and functionality specific to certain railcar types could result in those railcars becoming obsolete as customer requirements for freight delivery change. 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.
Added
A material or adverse change in exchange rates could result in significant deterioration of profits or in losses for us.
Added
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.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe have established an Incident Response Committee to quickly organize and execute an effective, productive, timely and compliance-conscious response to cybersecurity threats and incidents, as well as coordinate among the cross-functional groups. • Governance – The Board of Directors' oversight of cybersecurity risk management is supported by the Audit Committee, which regularly interacts with our experienced Chief Information Security Officer (CISO), the Incident Response Committee, which is chaired by our SVP Administration, and other members of management.
Biggest changeWe have established an Incident Response Committee, which is chaired by our SVP Administration, to quickly organize and execute an effective, productive, timely and compliance-conscious response to cybersecurity threats and incidents, as well as coordinate among the cross-functional groups.
Targeted training for high-risk groups such as finance and accounting, including phishing email response checks, to proactively mitigate threats like business email compromise. • Incident Response and Recovery Planning – We have established and maintain a cybersecurity incident response procedure plan that addresses our response to cybersecurity incidents and recovery from such incidents, and such plan is tested and evaluated periodically. • Communication, Coordination and Disclosure – We utilize a cross-functional approach to address the risk from cybersecurity threats, involving management personnel from our technology, operations, legal, 26 risk management and other key business functions, as well as the members of the Audit Committee of the Board of Directors, in an ongoing dialogue regarding cybersecurity threats and incidents, while also implementing controls and procedures for the escalation of cybersecurity incidents pursuant to established thresholds so that decisions regarding the disclosure and reporting of such incidents can be made by management in a timely manner.
Targeted training for high-risk groups such as finance and accounting, including phishing email response checks, to proactively mitigate threats like business email compromise. • Incident Response and Recovery Planning – We have established and maintain a cybersecurity incident response procedure plan that addresses our response to cybersecurity incidents and recovery from such incidents, and such plan is tested and evaluated periodically. • Communication, Coordination and Disclosure – We utilize a cross-functional approach to address the risk from cybersecurity threats, involving management personnel from our technology, operations, legal, risk management and other key business functions, as well as the members of the Audit Committee of the Board of Directors, in an ongoing dialogue regarding cybersecurity threats and incidents, while also implementing controls and procedures for the escalation of cybersecurity incidents pursuant to established thresholds so that decisions regarding the disclosure and reporting of such incidents can be made by 28 management in a timely manner.
Item 1C. CYBERSECURITY Cybersecurity represents an important component of our overall approach to risk management. Our information security risk management (ISRM) policies, standards and practices are integrated into our overall enterprise risk management (ERM) approach, and cybersecurity risks are one of the business risks that are subject to oversight by our Board of Directors.
Item 1C. CYBERSECURITY Cybersecurity represents an important component of our overall approach to risk management. Our information security risk management (ISRM) policies, standards and practices are integrated into our overall enterprise risk management approach, and cybersecurity risks are one of the business risks that are subject to oversight by our Board of Directors.
To date, we have not experienced any risks from cybersecurity threats or incidents that have materially affected us or are reasonably likely to materially affect us, our business strategy, results of operations, or financial condition. 27
To date, we have not experienced any risks from cybersecurity threats or incidents that have materially affected us or are reasonably likely to materially affect us, our business strategy, results of operations, or financial condition. 29
On a regular basis, the Board of Directors and the Audit Committee discuss our approach to cybersecurity risk management with the CISO and other cyber team members, as well as senior leadership. The CISO is principally responsible for overseeing our cybersecurity risk management program, in partnership with other business leaders across the Company.
On a regular basis, the Board of Directors and the Audit Committee discuss our approach to cybersecurity risk management with the Chief Information Security Officer ( CISO) and other cyber team members, as well as senior leadership. The CISO is principally responsible for overseeing our cybersecurity risk management program, in partnership with other business leaders across the Company .
To facilitate the success of this program, 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.
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.
The CISO works in coordination with senior leadership, which includes our Chief Executive Officer, Chief Financial Officer, Chief Information Officer and Chief Legal & Compliance Officer. The CISO has decades of experience in the cybersecurity and information security fields, including experience with both private and public companies and the military, as well as experience in the transportation and rail industry.
The CISO has decades of experience in the cybersecurity and information security fields, including experience with both private and public companies and the military, as well as experience in the transportation and rail industry.
In addition, the CISO has ISO 27001 Certification and completed W2CCA Cyber Combat Academy. The CISO, in coordination with senior leadership, works collaboratively across the Company to implement a program designed to protect our information systems from cybersecurity threats and to promptly respond to any cybersecurity incidents.
The CISO works in coordination with senior leadership, which includes our Chief Executive Officer, Chief Financial Officer, Chief Information Officer and Chief Legal & Compliance Officer across the Company to implement a program designed to protect our information systems from cybersecurity threats and to promptly respond to any cybersecurity incidents.
Our ISRM policies, standards and practices follow industry trends, which align with frameworks established by the National Institute of Standards and Technology.
Our ISRM policies, standards and practices align with National Institute of Standards (NIST) and Technology Cybersecurity Framework and International Organization for Standardization (ISO) 27001.
Removed
We approach cybersecurity threats through a cross-functional approach which endeavors to: (i) identify, prevent and mitigate cybersecurity threats to us; (ii) preserve the confidentiality, security and availability of the information that we collect and store to use in our business; (iii) protect our intellectual property; (iv) maintain the confidence of our customers, clients and business partners; and (v) provide appropriate public disclosure of cybersecurity risks and incidents when required.
Added
The CISO is a Boardroom Certified Qualified Technology Expert (QTE) and holds certifications including Certified Chief Information Security Officer (C|CISO), Certified Internal Auditor (BSI) and is a graduate of the Wounded Warrior Cyber Combat Academy. The CISO has experience with regulatory compliance frameworks including ISO 27001, SOX, NIST and CMMC.
Removed
Through the ongoing communications from these teams, the CISO and senior leadership monitor the prevention, detection, mitigation and remediation of cybersecurity incidents in real time, and report such incidents to the Audit Committee when appropriate.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. P ROPERTIES We operate at the following primary facilities as of August 31, 2024: Description Location Status Manufacturing Segment Operating facilities: 4 locations in the U.S. Owned 3 locations in Mexico Owned – 2 locations Leased – 1 location 3 locations in Poland Owned 3 locations in Romania Owned Administrative offices: 2 locations in the U.S.
Biggest changeItem 2. P ROPERTIES We operate at the following primary facilities as of August 31, 2025: Description Location Status Manufacturing Segment Operating facilities: 19 locations in the U.S.
Leased – 8 locations Owned – 7 locations Leasing & Management Services 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.
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.
Removed
Leased Maintenance Services Segment Operating facilities: 15 locations in the U.S.
Added
Leased – 8 locations Owned – 11 locations 3 locations in Mexico Owned – 2 locations Leased – 1 location 3 locations in Poland Owned 2 locations in Romania Owned Administrative offices: 1 location in the U.S.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeRick Galvan , 52, is Senior Vice President, Operations, Maintenance Services, a position he has held since January 2024. Prior to this role, Mr. Galvan served as the Senior Vice President of Operations for Greenbrier Rail Services since January 2021. Mr.
Biggest changeWilliam Glenn , 64, 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.
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 2016, and has over 30 years of experience in other finance leadership roles.
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.
Krueger held a number of operations roles in the automotive industry including positions at General Motors, Toyota, and Nissan. Christian M. Lucky , 57, is Senior Vice President, Chief Legal & Compliance Officer and Corporate Secretary, a position he has held since January 2024. Mr. Lucky has served in various legal and management positions in the Company since 2015.
Krueger held a number of operations roles in the automotive industry including positions at General Motors, Toyota, and Nissan. Christian M. Lucky , 58, is Senior Vice President, Chief Legal & Compliance Officer and Corporate Secretary, a position he has held since January 2024. Mr. Lucky has served in various legal and management positions in the Company since 2015.
Laurie Dornan, 54, 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.
Laurie Dornan, 55, 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.
Matthew J. Meyer , 43, 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 has held various finance leadership roles.
Matthew J. Meyer , 44, 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 has held various finance leadership roles.
Comstock , 62, is Executive Vice President and President, The Americas, a position he has held since January 2024. Prior to this role, Mr. Comstock served as Executive Vice President, Chief Commercial and Leasing Officer since January 2021. Mr. Comstock has served in various management positions for the Company since 1998, most recently as Executive Vice President, Sales and Marketing.
Comstock , 63, is Executive Vice President and President, The Americas, a position he has held since January 2024. Prior to this role, Mr. Comstock served as Executive Vice President, Chief Commercial and Leasing Officer since January 2021. Mr. Comstock has served in various management positions for the Company since 1998, most recently as Executive Vice President, Sales and Marketing.
William Krueger , 59, 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.
William Krueger , 60, 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.
Michael J. Donfris, 61, is Senior Vice President, Chief Financial Officer, and joined the Company in June 2024. Prior to Greenbrier, Mr. Donfris served as Chief Financial Officer for R.J.
Michael J. Donfris, 62, is Senior Vice President, Chief Financial Officer, and joined the Company in June 2024. Prior to Greenbrier, Mr. Donfris served as Chief Financial Officer for R.J.
Item 4. MINE SAF ETY DISCLOSURES Not applicable. 28 Information About Ou r Executive Officers Current information regarding our executive officers is presented below. Lorie L. Tekorius, 57, is Chief Executive Officer and President and serves on the Board of Directors. Ms. Tekorius has served as President since August 2019 and was promoted to Chief Executive Officer in March 2022.
Item 4. MINE SAF ETY DISCLOSURES Not applicable. 30 Information About Ou r Executive Officers Current information regarding our executive officers is presented below. Lorie L. Tekorius, 58, is Chief Executive Officer and President and serves on the Board of Directors. Ms. Tekorius has served as President since August 2019 and was promoted to Chief Executive Officer in March 2022.
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
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. 31 PART II
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 Chief Financial Officer. Martin R.
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 Chief Financial Officer. Brian J.
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.
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.
Removed
Baker, 68, is Senior Vice President, a position he has held since joining the Company in May 2008. From 2008 until January 2024, Mr. Baker also served as the Chief Legal & Compliance Officer. Prior to Greenbrier, Mr. Baker served as General Counsel to Lattice Semiconductor Corporation, Altera Corporation and Vitelic Corporation. Brian J.
Removed
Galvan has over 30 years of experience in the railroad industry serving in various management functions including positions at Canadian National Railway, Kansas City Southern, and Burlington Northern Santa Fe. William Glenn , 63, is Senior Vice President and President, Europe, a position he has held since January 2024. Prior to this role, Mr.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThere were no share repurchases under this program during the three months ended August 31, 2024. 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.
Biggest changeShare repurchases under this program during the three months ended August 31, 2025 were as follows: (in millions, except shares which are reflected in thousands, and per share amounts) Total Number of Shares Purchased Average Price Paid Per Share (Including Commissions) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs June 1, 2025 - June 30, 2025 — $ — — $ 78.2 July 1, 2025 - July 31, 2025 — $ — — $ 78.2 August 1, 2025 - August 31, 2025 10 $ 44.53 10 $ 77.8 Performance Graph The following graph demonstrates a comparison of cumulative total returns for the Company's Common Stock, the Dow Jones U.S.
Each of the indices assumes that all dividends were reinvested and that the investment was maintained to and including August 31, 2024, the end of the Company’s 2024 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.
Each of the indices assumes that all dividends were reinvested and that the investment was maintained to and including August 31, 2025, the end of the Company’s 2025 fiscal year. 32 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 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STO CKHOLDER 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 191 holders of record of common stock as of October 18, 2024.
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STO CKHOLDER 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 178 holders of record of common stock as of October 21, 2025.
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 2023. The graph assumes an investment of $100 on August 31, 2019 in each of the Company's Common Stock and the stocks comprising the indices.
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.
Issuer Purchases of Equity Securities The Board of Directors has authorized the Company to repurchase shares of the Company’s common stock. The share repurchase program has an expiration date of January 31, 2025. The amount remaining for purchase was $45.1 million as of August 31, 2024.
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.
Added
The graph assumes an investment of $100 on August 31, 2020 in each of the Company's Common Stock and the stocks comprising the indices.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeWe 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. 44 The following table shows our estimated future contractual cash obligations as of August 31, 2024: Year Ended August 31, (In millions) Total 2025 2026 2027 2028 2029 Thereafter Notes payable 1 $ 1,420.9 $ 42.8 $ 265.5 $ 312.4 $ 389.2 $ 14.6 $ 396.4 Interest 2 437.1 70.9 65.2 50.6 29.2 17.9 203.3 Railcar & operating leases 72.9 14.6 13.5 10.7 9.8 8.0 16.3 Revolving notes 351.6 154.4 2.3 194.9 — — — $ 2,282.5 $ 282.7 $ 346.5 $ 568.6 $ 428.2 $ 40.5 $ 616.0 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.
Biggest changeThe following table shows our estimated future contractual cash obligations as of August 31, 2025: Year Ended August 31, (In millions) Total 2026 2027 2028 2029 2030 Thereafter Debt 1 $ 1,764.5 $ 183.3 $ 334.6 $ 401.3 $ 26.8 $ 438.3 $ 380.2 Interest 2 534.1 72.2 69.1 54.7 42.2 40.4 255.5 Railcar & operating leases 100.8 18.8 15.6 14.6 12.6 9.3 29.9 $ 2,399.4 $ 274.3 $ 419.3 $ 470.6 $ 81.6 $ 488.0 $ 665.6 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.
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 45 the market approach, we estimate the fair value based on observed market multiples for comparable businesses.
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.
During the year ended August 31, 2024 we issued $178.5 million of asset backed securities and used proceeds to pay down $139.9 million of our GBX Leasing warehouse facility. We also borrowed $196.6 million on the GBX Leasing 42 warehouse facility to grow the lease fleet. In February 2024, we paid $47.7 million to retire our 2024 Convertible Notes.
During the year ended August 31, 2024 we issued $178.5 million of asset backed securities and used proceeds to pay down $139.9 million of our Leasing warehouse facility. We also borrowed $196.6 million on the Leasing warehouse facility to grow the lease fleet. In February 2024, we paid $47.7 million to retire our 2024 Convertible Notes.
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 17 - Income Taxes to the Consolidated Financial Statements. Environmental costs - At times we may be involved in various proceedings related to environmental matters.
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 16 - Income Taxes to the Consolidated Financial Statements. Environmental costs - At times we may be involved in various proceedings related to environmental matters.
Our backlog includes approximately $590 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 includes approximately $460 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.
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, 2024, we were in compliance with all such restrictive covenants.
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, 2025, we were in compliance with all such restrictive covenants.
Amounts are based on interest rates as of August 31, 2024. 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.
Amounts are based on interest rates as of August 31, 2025. 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.
Approximately 3% of backlog units and estimated value as of August 31, 2024 was associated with our Brazilian manufacturing operation which is 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.
Approximately 12% of backlog units and estimated value as of August 31, 2025 was associated with our Brazilian manufacturing operation which is 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.
The North America credit facility is secured by substantially all our U.S. assets not otherwise pledged as security for term loans, the warehouse credit facility or the railcar asset-backed securities.
The North American 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.
Proceeds from the sale of assets primarily relate to sales of railcars from our lease fleet within Leasing & Management Services. Assets from our lease fleet are periodically sold in the normal course of business to accommodate customer demand and to manage risk and liquidity. Proceeds from sales of assets are expected to be approximately $90 million for 2025.
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. Proceeds from sales of assets are expected to be approximately $115 million for 2026.
The European credit facilities are regularly renewed and currently have maturities that range from October 2024 through September 2026. 43 Mexico – As of August 31, 2024, our Mexican railcar manufacturing operations had lines of credit totaling $166.0 million for working capital needs, $66.0 million of which we and our joint venture partner have each guaranteed 50%.
The European credit facilities are regularly renewed and currently have maturities that range from October 2025 through September 2026. Mexican revolving credit facilities – As of August 31, 2025, 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%.
For further information regarding our environmental costs, see Note 21 - Commitments and Contingencies to the Consolidated Financial Statements. 46
For further information regarding our environmental costs, see Note 20 - Commitments and Contingencies to the Consolidated Financial Statements. 47
Advances under the facility are secured by a pool of leased railcars and bear interest at the Secured Overnight Financing Rate (SOFR) plus 1.85% plus 0.11% as a SOFR adjustment. As of August 31, 2024, interest rate swap agreements cover 74% of the outstanding balance to swap the floating interest rate to a fixed rate.
Advances under the facility are secured by a pool of leased railcars and bear interest at the Secured Overnight Financing Rate (SOFR) plus 1.70%. As of August 31, 2025, interest rate swap agreements cover 91% of the outstanding balance to swap the floating interest rate to a fixed rate.
In addition to local country tax laws and regulations, 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 (GILTI) tax and base erosion and anti-abuse tax (BEAT).
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 (GILTI) tax and BEAT.
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 with established financial institutions to protect the revenue or margin on a portion of forecasted foreign currency sales and expenses.
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.
Net Earnings Attributable to Noncontrolling Interest Net earnings attributable to noncontrolling interest were $12.6 million and $13.1 million for the years ended August 31, 2024 and 2023, respectively.
Net Earnings Attributable to Noncontrolling Interest Net earnings attributable to noncontrolling interest were $9.0 million and $12.6 million for the years ended August 31, 2025 and 2024, respectively.
The demand for and mix of products and services delivered changes from period to period, which causes fluctuations in our financial results. The 10.1% decrease in Revenue for the year ended August 31, 2024 as compared to the prior year was primarily due to a 10.2% decrease in Manufacturing Revenue.
The demand for and mix of products and services delivered changes from period to period, which causes fluctuations in our financial results. The 8.6% decrease in Revenue for the year ended August 31, 2025 as compared to the prior year was primarily due to an 8.5% decrease in deliveries.
The increase from the prior year was driven by operating efficiencies and favorable product mix in our Manufacturing segment. • Earnings from operations increased by $148.1 million or 84.0% compared to the prior year. The increase was primarily attributed to an increase in Margin in our Manufacturing and Leasing & Management Services segments during the year ended August 31, 2024.
The increase from the prior year was driven by operating efficiencies in our Manufacturing segment. • Earnings from operations increased by $35.6 million or 11.0% compared to the prior year. The increase was primarily attributed to an increase in Margin in our Manufacturing and Leasing & Fleet Management segments during the year ended August 31, 2025.
Advances under these facilities bear interest at variable rates that range from SOFR plus 2.22% to SOFR plus 4.25%. The Mexican credit facilities have maturities that range from February 2025 through January 2027.
Advances under these facilities bear interest at variable rates that range from SOFR plus 1.96% to SOFR plus 4.25%. The Mexican credit facilities have maturities that range from June 2026 through March 2027.
We performed a qualitative assessment for our annual goodwill impairment test during the third quarter of 2024 and determined that it was more likely than not that the fair values of all reporting units with goodwill exceeded their carrying values; therefore, we concluded that goodwill was not impaired.
We performed a qualitative assessment for our annual goodwill impairment test during the third quarter of 2025 and determined that it was more likely than not that the fair values of all reporting units with goodwill exceeded their carrying values; therefore, we concluded that goodwill was not impaired. 46 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.
The increase was primarily attributed to higher rents from a larger lease fleet and improved lease rates during the year ended August 31, 2024. 39 Selling and Administrative Year Ended August 31, 2024 vs 2023 (In millions) 2024 2023 Increase (Decrease) % Change Selling and administrative $ 247.1 $ 235.3 $ 11.8 5.0 % Selling and administrative expense was $247.1 million or 7.0% of Revenue for the year ended August 31, 2024 and $235.3 million or 6.0% of Revenue for the year ended August 31, 2023.
The increase was primarily attributed to higher rents associated with a larger fleet and improved lease rates in addition to a $3.2 million increase in net gain on disposition of equipment from higher sales of assets from our lease fleet during the year ended August 31, 2025. 40 Selling and Administrative Year Ended August 31, 2025 vs 2024 (In millions) 2025 2024 Increase (Decrease) % Change Selling and administrative $ 263.3 $ 247.1 $ 16.2 6.6 % Selling and administrative expense was $263.3 million or 8.1% of Revenue for the year ended August 31, 2025 and $247.1 million or 7.0% of Revenue for the year ended August 31, 2024.
Year Ended August 31, (In millions) 2024 2023 Capital expenditures: Leasing & Management Services $ (277.0 ) $ (272.9 ) Manufacturing (102.8 ) (71.9 ) Maintenance Services (18.5 ) (17.3 ) Total capital expenditures (gross) $ (398.3 ) $ (362.1 ) Proceeds from sales of assets 75.0 78.8 Total capital expenditures (net of proceeds) $ (323.3 ) $ (283.3 ) Capital expenditures primarily relate to additions to our lease fleet and on-going investments in the safety, productivity and improvements of our facilities.
Year Ended August 31, (In millions) 2025 2024 Capital expenditures: Leasing & Fleet Management $ (140.5 ) $ (277.0 ) Manufacturing (139.9 ) (121.3 ) Total capital expenditures (gross) $ (280.4 ) $ (398.3 ) Proceeds from sales of assets 77.3 75.0 Total capital expenditures (net of proceeds) $ (203.1 ) $ (323.3 ) Capital expenditures primarily relate to additions to our lease fleet and on-going investments in the safety, productivity and improvement of our facilities.
The European credit facilities have variable rates that range from Warsaw Interbank Offered Rate (WIBOR) plus 1.10% to WIBOR plus 1.45% and Euro Interbank Offered Rate (EURIBOR) plus 1.90%.
The European lines of credit include $35.1 million which is guaranteed by us. The European credit facilities have variable rates that range from Warsaw Interbank Offered Rate (WIBOR) plus 1.10% to WIBOR plus 1.40% and Euro Interbank Offered Rate (EURIBOR) plus 1.90%.
Year Ended August 31, (In millions) 2024 2023 Operating profit (loss): Manufacturing $ 281.6 $ 140.9 Maintenance Services 27.1 36.9 Leasing & Management Services 139.0 103.3 Corporate (123.2 ) (104.7 ) $ 324.5 $ 176.4 35 Consolidated Results Year Ended August 31, 2024 vs 2023 (In millions) 2024 2023 Increase (Decrease) % Change Revenue $ 3,544.7 $ 3,944.0 $ (399.3 ) (10.1 )% Cost of revenue $ 2,986.2 $ 3,502.9 $ (516.7 ) (14.8 )% Margin (%) 15.8 % 11.2 % 4.6 % * Net earnings attributable to Greenbrier $ 160.1 $ 62.5 $ 97.6 156.2 % * 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.
Year Ended August 31, (In millions) 2025 2024 Earnings (loss) from operations: Manufacturing $ 327.5 $ 308.7 Leasing & Fleet Management 160.6 139.0 Corporate (128.0 ) (123.2 ) $ 360.1 $ 324.5 37 Consolidated Results Year Ended August 31, 2025 vs 2024 (In millions) 2025 2024 Increase (Decrease) % Change Revenue $ 3,240.2 $ 3,544.7 $ (304.5 ) (8.6 )% Cost of revenue $ 2,632.7 $ 2,986.2 $ (353.5 ) (11.8 )% Margin (%) 18.7 % 15.8 % 2.9 % * Net earnings attributable to Greenbrier $ 204.1 $ 160.1 $ 44.0 27.5 % * 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.
Other Information The revolving and operating lines of credit, along with notes payable, contain covenants with respect to us and our various subsidiaries, the most restrictive of which, among other things, limit our ability to: incur additional indebtedness or guarantees; pay dividends or repurchase stock; enter into financing 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 following table summarizes our credit facility balances: As of August 31, (In millions) 2025 2024 Lease fleet – Nonrecourse: Leasing warehouse credit facility $ 222.3 $ 194.9 Corporate and other – Recourse: North American revolving credit facility $ 5.0 $ — European revolving credit facilities $ 77.6 $ 46.7 Mexican revolving credit facilities $ 70.0 $ 110.0 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 financing 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 decrease in Operating profit was primarily attributed to operating at lower volumes and a decrease in scrap metal pricing and volume during the year ended August 31, 2024. 38 Leasing & Management Services Segment Year Ended August 31, 2024 vs 2023 (In millions) 2024 2023 Increase (Decrease) % Change Revenue $ 232.3 $ 179.9 $ 52.4 29.1 % Cost of revenue $ 73.2 $ 55.5 $ 17.7 31.9 % Margin (%) 68.5 % 69.1 % (0.6 )% * Operating profit ($) $ 139.0 $ 103.3 $ 35.7 34.6 % Operating profit (%) 59.8 % 57.4 % 2.4 % * * Not meaningful Our Leasing & Management Services segment generates revenue from leasing railcars from our lease fleet, providing various management services, syndication revenue associated with leases attached to new railcar sales, interim rent on leased railcars for syndication and the sale of railcars purchased from third parties with the intent to resell.
The increase was primarily attributed to operating efficiencies during the year ended August 31, 2025 partially offset by an 8.5% decrease in deliveries compared to the prior year. 39 Leasing & Fleet Management Segment Year Ended August 31, 2025 vs 2024 (In millions) 2025 2024 Increase (Decrease) % Change Revenue $ 249.0 $ 232.3 $ 16.7 7.2 % Cost of revenue $ 76.1 $ 73.2 $ 2.9 4.0 % Margin (%) 69.4 % 68.5 % 0.9 % * Earnings from operations ($) $ 160.6 $ 139.0 $ 21.6 15.5 % Earnings from operations (%) 64.5 % 59.8 % 4.7 % * * Not meaningful The Leasing & Fleet Management segment generates revenue from leasing railcars from our lease fleet, providing various fleet management services, syndication activity associated with leases attached to new railcar sales, interim rent on leased railcars for syndication and the sale of railcars purchased from third parties with the intent to resell.
Manufacturing Revenue decreased $344.1 million or 10.2% for the year ended August 31, 2024 compared to the prior year. The decrease in Revenue was primarily attributed to a 10.4% decrease in deliveries during the year ended August 31, 2024. Manufacturing Cost of revenue decreased $434.5 million or 14.1% for the year ended August 31, 2024 compared to the prior year.
Manufacturing Cost of revenue decreased $356.4 million or 12.2% for the year ended August 31, 2025 compared to the prior year. The decrease was primarily attributed to an 8.5% decrease in deliveries and operating efficiencies during the year ended August 31, 2025.
Other Credit Facilities North America – As of August 31, 2024, 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 warehouse credit facility converts to a term loan in September 2027 and matures in September 2029. Corporate and other – Recourse North American credit facility – As of August 31, 2025, 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.
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 7 - Goodwill to the Consolidated Financial Statements.
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.
Dividend & Share Repurchase Program A quarterly dividend of $0.30 per share was declared on October 16, 2024. The Board of Directors has authorized our company to repurchase in aggregate up to $100.0 million of our common stock.
Dividend & Share Repurchase Program A quarterly dividend of $0.32 per share was declared on October 23, 2025. The Board of Directors has authorized our company to repurchase in aggregate up to $100.0 million of our common stock. The program may be modified, suspended, or discontinued at any time without prior notice.
The decrease in Net gain on disposition of equipment was primarily attributed to fewer sales of assets from our lease fleet during the year ended August 31, 2024.
Net gain on disposition of equipment was $15.9 million and $13.1 million for the years ended August 31, 2025 and 2024, respectively. The increase was primarily attributed to higher sales of assets from our lease fleet during the year ended August 31, 2025.
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. 41 Liquidity and Capital Resources Year Ended August 31, (In millions) 2024 2023 Net cash provided by operating activities $ 329.6 $ 71.2 Net cash used in investing activities (320.4 ) (280.0 ) Net cash provided by (used in) financing activities 86.2 (76.2 ) Effect of exchange rate changes (29.5 ) 28.6 Net increase (decrease) in cash and cash equivalents and restricted cash $ 65.9 $ (256.4 ) We continue to be financed through cash generated from operations and borrowings.
The $3.6 million change from the prior year was primarily a result of a decrease in earnings due to lower deliveries at our Mexican railcar manufacturing joint venture. 42 Liquidity and Capital Resources Year Ended August 31, (In millions) 2025 2024 Net cash provided by operating activities $ 265.7 $ 329.6 Net cash used in investing activities (203.1 ) (320.4 ) Net cash provided by (used in) financing activities (101.7 ) 86.2 Effect of exchange rate changes (3.1 ) (29.5 ) Net increase (decrease) in cash and cash equivalents and restricted cash $ (42.2 ) $ 65.9 We continue to be financed through cash generated from operations and borrowings.
Cash Flows From Operating Activities The $258.4 million increase in cash from operating activities for the year ended August 31, 2024 compared to the year ended August 31, 2023 was primarily due to a change in Leased railcars for syndication and a $97.1 million increase in Net earnings.
Cash Flows From Operating Activities The $63.9 million decrease in cash from operating activities for the year ended August 31, 2025 compared to the year ended August 31, 2024 was primarily due to a $102.7 million change in Leased railcars for syndication due to timing of syndication activity. This was partially offset by a $40.4 million increase in Net earnings.
Gross capital expenditures for 2025 are expected to be approximately $360 million for Leasing & Management Services, approximately $110 million for Manufacturing and approximately $10 million for Maintenance Services. Capital expenditures for 2025 primarily relate to additions to our lease fleet reflecting our leasing strategy and continued investments into the safety and productivity of our facilities.
Capital expenditures for 2026 primarily relate to additions to our lease fleet reflecting our leasing strategy and continued investments into the safety and productivity of our facilities.
For discussion related to the results of operations and changes in financial condition for 2023 compared to 2022 refer to Part II, Item 7.
For discussion related to the results of operations and changes in financial condition for 2024 compared to 2023 refer to Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our 2024 Form 10-K, which was filed with the U.S.
The EU Member States have formally adopted the Pillar Two Directive, which generally provides for a minimum effective tax rate of 15%, as established by the Organisation for Economic Co-operation and Development (OECD) Pillar Two Framework.
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.
Year Ended August 31, (In millions, except per share amounts) 2024 2023 Revenue: Manufacturing $ 3,013.6 $ 3,357.7 Maintenance Services 298.8 406.4 Leasing & Management Services 232.3 179.9 3,544.7 3,944.0 Cost of revenue: Manufacturing 2,648.9 3,083.4 Maintenance Services 264.1 364.0 Leasing & Management Services 73.2 55.5 2,986.2 3,502.9 Margin: Manufacturing 364.7 274.3 Maintenance Services 34.7 42.4 Leasing & Management Services 159.1 124.4 558.5 441.1 Selling and administrative 247.1 235.3 Net gain on disposition of equipment (13.1 ) (17.3 ) Asset impairment, disposal, and exit costs, net — 46.7 Earnings from operations 324.5 176.4 Interest and foreign exchange 100.8 85.4 Earnings before income tax and earnings from unconsolidated affiliates 223.7 91.0 Income tax expense (62.0 ) (24.6 ) Earnings before earnings from unconsolidated affiliates 161.7 66.4 Earnings from unconsolidated affiliates 11.0 9.2 Net earnings 172.7 75.6 Net earnings attributable to noncontrolling interest (12.6 ) (13.1 ) Net earnings attributable to Greenbrier $ 160.1 $ 62.5 Diluted earnings per common share $ 4.96 $ 1.89 Performance for our reportable segments is evaluated based on operating profit.
Year Ended August 31, (In millions, except per share amounts) 2025 2024 Revenue Manufacturing $ 2,991.2 $ 3,312.4 Leasing & Fleet Management 249.0 232.3 3,240.2 3,544.7 Cost of revenue Manufacturing 2,556.6 2,913.0 Leasing & Fleet Management 76.1 73.2 2,632.7 2,986.2 Margin Manufacturing 434.6 399.4 Leasing & Fleet Management 172.9 159.1 607.5 558.5 Selling and administrative 263.3 247.1 Net gain on disposition of equipment (15.9 ) (13.1 ) Earnings from operations 360.1 324.5 Interest and foreign exchange 75.7 100.8 Earnings before income tax and earnings from unconsolidated affiliates 284.4 223.7 Income tax expense (91.4 ) (62.0 ) Earnings before earnings from unconsolidated affiliates 193.0 161.7 Earnings from unconsolidated affiliates 20.1 11.0 Net earnings 213.1 172.7 Net earnings attributable to noncontrolling interest (9.0 ) (12.6 ) Net earnings attributable to Greenbrier $ 204.1 $ 160.1 Diluted earnings per common share $ 6.35 $ 4.96 Performance for our segments is evaluated based on Earnings from operations.
Our senior secured credit facilities, consisting of four components, aggregated to $1.4 billion as of August 31, 2024. Nonrecourse Credit Facilities GBX Leasing – As of August 31, 2024, a $550.0 million nonrecourse warehouse credit facility existed to support the operations of GBX Leasing.
Our senior secured credit facilities aggregated to $1.3 billion as of August 31, 2025, which consisted of the following components: Lease fleet – Nonrecourse Leasing warehouse credit facility – As of August 31, 2025, a $450.0 million nonrecourse warehouse credit facility existed to support the operations of our leasing business in North America.
Income taxes - The asset and liability method is used to account for income taxes.
For further information, see Note 7 - Goodwill to the Consolidated Financial Statements. Income taxes - The asset and liability method is used to account for income taxes.
Recurring revenue is defined as Leasing & Management Services revenue excluding the impact of syndication transactions. 32 Financial Highlights Despite the challenging operating environment, we accomplished the following in 2024: • Margin as a percentage of Revenue improved by 4.6% to 15.8% for the year ended August 31, 2024.
Financial Highlights Despite the challenging operating environment, we accomplished the following in 2025: • Margin as a percentage of Revenue improved by 2.9% to 18.7% for the year ended August 31, 2025.
The decrease in Manufacturing Revenue was primarily attributed to a 10.4% decrease in deliveries. The 14.8% decrease in Cost of revenue for the year ended August 31, 2024 as compared to the prior year was primarily due to a 14.1% decrease in Manufacturing Cost of revenue.
The 11.8% decrease in Cost of revenue for the year ended August 31, 2025 as compared to the prior year was primarily due to an 8.5% decrease in deliveries and operating efficiencies within our Manufacturing segment during the year ended August 31, 2025.
The rate was higher than the U.S. statutory tax rate primarily due to the geographic mix of earnings and U.S. taxes on profits in foreign jurisdictions, offset by net favorable impacts related to changes in foreign currency exchange rates for our U.S. Dollar denominated foreign operations.
This rate was higher than the U.S. 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.
Interest and Foreign Exchange Interest and foreign exchange expense was composed of the following: Year Ended August 31, Increase (Decrease) (In millions) 2024 2023 2024 vs 2023 Interest and foreign exchange: Interest and other expense $ 93.8 $ 79.2 $ 14.6 Foreign exchange loss, net 7.0 6.2 0.8 $ 100.8 $ 85.4 $ 15.4 The $15.4 million increase in Interest and foreign exchange expense during the year ended August 31, 2024 compared to the prior year was primarily attributed to an increase in interest expense from higher borrowings and interest rates. 40 Income Tax In 2024 our Income tax expense was $62.0 million on $223.7 million of pre-tax earnings for an effective tax rate of 27.7%.
Interest and Foreign Exchange Interest and foreign exchange expense was composed of the following: Year Ended August 31, Increase (Decrease) (In millions) 2025 2024 2025 vs 2024 Interest and foreign exchange: Interest and other expense, net $ 79.3 $ 93.8 $ (14.5 ) Foreign exchange (gain) loss, net (3.6 ) 7.0 (10.6 ) $ 75.7 $ 100.8 $ (25.1 ) The $25.1 million decrease in Interest and foreign exchange expense during the year ended August 31, 2025 compared to the prior year was primarily attributed to higher interest income and a $10.6 million increase in foreign exchange gain primarily due to the change in the Mexican Peso's foreign exchange rate relative to the U.S.
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 $13.1 million and $17.3 million for the years ended August 31, 2024 and 2023, respectively.
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.
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. In 2023, we performed a quantitative goodwill impairment test and determined that the estimated fair values of all reporting units with goodwill exceeded their carrying values.
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 $40.4 million increase in cash used in investing activities for the year ended August 31, 2024 was primarily attributable to a $36.2 million increase in capital expenditures compared to the year ended August 31, 2023.
Cash Flows From Investing Activities Cash used in investing activities primarily related to capital expenditures net of proceeds from the sale of assets. The $117.3 million decrease in cash used in investing activities for the year ended August 31, 2025 was primarily attributable to a $117.9 million decrease in Capital expenditures compared to the year ended August 31, 2024.
During the year ended August 31, 2024, we purchased a total of 38 thousand shares for $1.3 million. During the year ended August 31, 2023, we purchased a total of 1.9 million shares for $56.9 million, of which 1.8 million shares for $53.6 million were purchased under the current authorization of the share repurchase program.
During the year ended August 31, 2025, we purchased a total of 517 thousand shares for $22.2 million under the current authorization of the share repurchase program. As of August 31, 2025, the amount remaining for repurchase under the current authorization of the share repurchase program was $77.8 million.
Maintenance Services Margin as a percentage of Revenue increased 1.2% for the year ended August 31, 2024 compared to the prior year. The increase in Margin percentage was primarily attributed to a favorable change in product mix during the year ended August 31, 2024.
Manufacturing Margin as a percentage of Revenue increased 2.4% for the year ended August 31, 2025 compared to the prior year. The increase was primarily attributed to operating efficiencies during the year ended August 31, 2025. Manufacturing Earnings from operations increased $18.8 million or 6.1% for the year ended August 31, 2025 compared to the prior year.
Leasing & Management Services Cost of revenue increased $17.7 million or 31.9% for the year ended August 31, 2024 compared to the prior year. This was primarily due to higher costs from an increase in the volume of railcars sold that we purchased from third parties and a larger lease fleet during the year ended August 31, 2024.
The increase was primarily due to higher costs from a larger fleet and higher syndication activity during the year ended August 31, 2025. This was partially offset by a decrease in the volume of railcars sold that we purchased from third parties with the intent to resell during the year ended August 31, 2025.
As of August 31, 2024, the amount remaining for repurchase under the share repurchase program was $45.1 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.
During the year ended August 31, 2024, we purchased 38 thousand shares for $1.3 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, 2025, we had $306.1 million in Cash and cash equivalents and $496.2 million in available borrowings.
The North America credit facility matures in August 2026. Europe – As of August 31, 2024, lines of credit totaling $78.2 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 $33.1 million which are guaranteed by us.
The North America credit facility was renewed in May 2025, extending the maturity date from August 2026 to May 2030. 44 European revolving credit facilities – As of August 31, 2025, lines of credit totaling $98.3 million, secured by certain of our European assets, were available for working capital needs of our European manufacturing operations.
Leasing & Management Services Operating profit increased $35.7 million or 34.6% for the year ended August 31, 2024 compared to the prior year.
Leasing & Fleet Management Earnings from operations increased $21.6 million or 15.5% for the year ended August 31, 2025 compared to the prior year.
Earnings From Unconsolidated Affiliates Through unconsolidated affiliates we produce rail and industrial components and have 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 $11.0 million and $9.2 million for the years ended August 31, 2024 and 2023, respectively.
We record the results from these unconsolidated affiliates on an after-tax basis. Earnings from unconsolidated affiliates were $20.1 million and $11.0 million for the years ended August 31, 2025 and 2024, respectively. The increase was primarily related to $7.7 million in higher earnings at our Brazil operations for the year ended August 31, 2025.
The program may be modified, suspended, or discontinued at any time without prior notice and currently has an expiration date of January 31, 2025. 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.
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 increase in Margin percentage was primarily attributed to operating efficiencies and favorable product mix during the year ended August 31, 2024. Manufacturing Operating profit increased $140.7 million or 99.9% for the year ended August 31, 2024 compared to the prior year.
Margin percentage increased 2.9% for the year ended August 31, 2025 compared to the prior year primarily due to operating efficiencies in our Manufacturing segment.
Management's Discussion and Analysis of Financial Condition and Results of Operations in our 2023 Form 10-K, which was filed with the United States Securities and Exchange Commission on October 25, 2023. 36 Manufacturing Segment Year Ended August 31, 2024 vs 2023 (In millions, except deliveries) 2024 2023 Increase (Decrease) % Change Revenue $ 3,013.6 $ 3,357.7 $ (344.1 ) (10.2 )% Cost of revenue $ 2,648.9 $ 3,083.4 $ (434.5 ) (14.1 )% Margin (%) 12.1 % 8.2 % 3.9 % * Operating profit ($) $ 281.6 $ 140.9 $ 140.7 99.9 % Operating profit (%) 9.3 % 4.2 % 5.1 % * Deliveries 22,300 24,900 (2,600 ) (10.4 )% * Not meaningful Our Manufacturing segment primarily generates revenue from manufacturing a wide range of railcars and from the conversion of existing or in-service railcars through our facilities in North America and Europe.
Securities and Exchange Commission on October 24, 2024. 38 Manufacturing Segment Year Ended August 31, 2025 vs 2024 (In millions, except deliveries) 2025 2024 Increase (Decrease) % Change Revenue $ 2,991.2 $ 3,312.4 $ (321.2 ) (9.7 )% Cost of revenue $ 2,556.6 $ 2,913.0 $ (356.4 ) (12.2 )% Margin (%) 14.5 % 12.1 % 2.4 % * Earnings from operations ($) $ 327.5 $ 308.7 $ 18.8 6.1 % Earnings from operations (%) 10.9 % 9.3 % 1.6 % * Deliveries 20,400 22,300 (1,900 ) (8.5 )% * Not meaningful Our Manufacturing segment primarily generates revenue from manufacturing a wide range of railcar products and components and performing sustainable conversion services.
The joint venture is treated as a partnership for tax purposes and, as a result, the partnership’s entire pre-tax earnings are included in Earnings before income taxes and earnings from unconsolidated affiliates, whereas only our 50% share of the tax is included in Income tax expense.
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.
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. Advances bear interest at SOFR plus 1.50% plus 0.10% as a SOFR adjustment or Prime plus 0.50% depending on the type of borrowing.
Advances bear interest at SOFR plus 1.50% plus 0.10% as a SOFR adjustment or Prime plus 0.50% depending on the type of borrowing.
The $97.6 million increase in Net earnings attributable to Greenbrier for the year ended August 31, 2024 as compared to the prior year was primarily due to the following: • $117.4 million increase in Margin for the year ended August 31, 2024 primarily due to operating efficiencies and a favorable product mix within our Manufacturing segment and an increase in rents associated with a larger lease fleet and improved lease rates in our Leasing & Management Services segment. • $46.7 million in Asset impairment, disposal and exit costs, net for the year ended August 31, 2023 primarily related to the sale and closure of our Gunderson Facility.
The $44.0 million increase in Net earnings attributable to Greenbrier for the year ended August 31, 2025 as compared to the prior year was primarily due to the following: • $49.0 million increase in Margin for the year ended August 31, 2025 primarily due to operating efficiencies within our Manufacturing segment and a $27.3 million increase in rents associated with growth of the fleet and improved lease rates in our Leasing & Fleet Management segment. • $25.1 million decrease in Interest and foreign exchange expense primarily attributed to higher interest income and a $10.6 million increase in foreign exchange gain primarily due to the change in the Mexican Peso's foreign exchange rate relative to the U.S.
At August 31, 2024 Cash and cash equivalents and Restricted cash were $368.6 million, an increase of $65.9 million from $302.7 million at the prior year end.
At August 31, 2025 Cash and cash equivalents and Restricted cash were $326.4 million, a decrease of $42.2 million from $368.6 million at August 31, 2024.
Cash Flows From Financing Activities The $162.4 million increase in cash flow from financing activities for the year ended August 31, 2024 compared to the year ended August 31, 2023 was primarily attributed to a $57.4 million increase in net proceeds from revolving notes, $52.8 million higher proceeds from the issuance of notes payable, net of repayments and a $55.6 million reduction in the repurchase of stock compared to the prior year.
Cash Flows From Financing Activities The $187.9 million change in Net cash provided by (used in) financing activities for the year ended August 31, 2025 compared to the year ended August 31, 2024 was primarily attributed to $153.6 million in lower proceeds from the issuance of debt, net of repayments and a $21.4 million increase in the repurchase of stock during the year ended August 31, 2025. 43 The senior term debt was amended in May 2025 on similar terms, extending the maturity date from August 2026 to May 2030.
As of August 31, 2024, we had $351.8 million in Cash and cash equivalents and $345.9 million in available borrowings. The available balance to draw under committed credit facilities includes $258.3 million on the North American credit facility, $31.6 million on the European credit facilities and $56.0 million on the Mexican credit facilities.
The available balance to draw under committed credit facilities includes $389.5 million on the North American credit facility, $20.7 million on the European credit facilities and $86.0 million on the Mexican credit facilities.
This was partially offset by a decrease in scrap metal pricing during the year ended August 31, 2024. Maintenance Services Operating profit decreased $9.8 million or 26.6% for the year ended August 31, 2024 compared to the prior year.
Manufacturing also generates revenue by providing railcar maintenance services. Manufacturing Revenue decreased $321.2 million or 9.7% for the year ended August 31, 2025 compared to the prior year. The decrease was primarily attributed to an 8.5% decrease in deliveries during the year ended August 31, 2025.
Leasing & Management Services Revenue increased $52.4 million or 29.1% for the year ended August 31, 2024 compared to the prior year.
Leasing & Fleet Management Margin as a percentage of Revenue increased 0.9% for the year ended August 31, 2025 compared to the prior year.
The increase was primarily attributed to an increase of $19.7 million in rents associated with a larger lease fleet and higher lease rates, an $8.9 million increase in the sale of railcars which were purchased from third parties with the intent to resell and a $9.7 million increase in interim rent on leased railcars for syndication during the year ended August 31, 2024.
The increase was primarily attributed to improved lease rates and fewer sales of railcars that we purchased from third parties with the intent to resell, which have lower margin percentages, during the year ended August 31, 2025.
In 2023 our income tax expense was $24.6 million on $91.0 million of pre-tax earnings for an effective tax rate of 27.0%.
Dollar during the year ended August 31, 2025. 41 Income Tax 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%.
The increase was primarily related to $5.2 million in higher earnings at our Brazil operations during the year ended August 31, 2024. This was partially offset by $4.5 million in lower earnings related to a temporarily idle facility during the year ended August 31, 2024.
The $16.2 million increase was primarily attributed to higher expenses related to our European operations, including facility closure costs and other expenses in addition to higher employee-related costs during the year ended August 31, 2025.
The effective tax rate can fluctuate year-to-year due to discrete items and changes in the mix of foreign and domestic pre-tax earnings. It can also fluctuate with changes in the proportion of pre-tax earnings attributable to our Mexican railcar manufacturing joint venture.
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.
These were partially offset by the following: • $37.4 million increase in Income tax expense associated with higher pre-tax earnings during the year ended August 31, 2024. • $15.4 million increase in Interest and foreign exchange primarily attributed to an increase in interest expense from higher borrowings and interest rates for the year ended August 31, 2024. • $11.8 million increase in Selling and administrative expense was primarily attributed to an increase in employee related costs including higher long-term incentive compensation for the year ended August 31, 2024.
Dollar during the year ended August 31, 2025. These were partially offset by the following: • $29.4 million increase in Income tax expense due to higher pre-tax earnings and geographic mix of earnings during the year ended August 31, 2025.
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 $653.1 million of variable rate debt to fixed rate debt as of August 31, 2024.
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 $687.8 million of variable rate debt to fixed rate debt as of August 31, 2025. 45 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.
Leasing & Management Services Margin as a percentage of Revenue decreased 0.6% for the year ended August 31, 2024 compared to the prior year. Margin as a percentage of Revenue for the year ended August 31, 2024 was negatively impacted by higher sales of railcars that were purchased from third parties which have lower margin percentages.
This was partially offset by a $2.1 million decrease in the sale of railcars which we had purchased from third parties with the intent to resell during the year ended August 31, 2025. Leasing & Fleet Management Cost of revenue increased $2.9 million or 4.0% for the year ended August 31, 2025 compared to the prior year.
The rate was higher than the U.S statutory tax rate primarily due to the geographic mix of earnings, nondeductible expenses, increased valuation allowance, and U.S. taxes on profits in foreign jurisdictions, offset by a benefit for additional U.S. foreign tax credits carried forward to future periods.
Dollar denominated foreign operations. In 2024, our Income tax expense was $62.0 million on $223.7 million of pre-tax earnings, resulting in an effective tax rate of 27.7%. This rate was higher than the U.S. statutory tax rate, primarily driven by the geographic mix of earnings and U.S. taxes on profits earned in foreign jurisdictions.
The decrease in Cost of revenue was primarily attributed to a 10.4% decrease in the volume of deliveries and favorable product mix during the year ended August 31, 2024. Manufacturing Margin as a percentage of Revenue increased 3.9% for the year ended August 31, 2024 compared to the prior year.
Leasing & Fleet Management Revenue increased $16.7 million or 7.2% for the year ended August 31, 2025 compared to the prior year. The increase was primarily attributed to a $27.3 million increase in rents associated with growth of the fleet and improved lease rates.
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. 34 Financial Overview Revenue, Cost of revenue, Margin and Earnings from operations (operating profit) presented below exclude intersegment activity that is eliminated in consolidation.
Financial information about our reportable segments as well as geographic information is located in Note 17 - Segment Information to the Consolidated Financial Statements. 36 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.
Removed
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Executive Summary The financial results for 2024 reflect a successful year executing on our multi-year strategy outlined last year.
Added
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Executive Summary We operate in two reportable segments: 1. Manufacturing - We design, build and market freight railcars in North America and Europe. We are also a leading provider of freight railcar wheel services, component parts, maintenance and retrofitting services in North America. 2.
Removed
The strategy has three basic tenets: (1) Maintain our manufacturing leadership position across geographies; (2) Optimize our industrial footprint for efficiency and margin enhancement while addressing the needs of our customers; and (3) Increase our recurring revenue to reduce the impact of manufacturing cyclicality. Overall, demand in the marketplace remains steady for our products and services.
Added
Leasing & Fleet Management - 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 also place railcars on lease to customers and sell the railcars with leases attached to investors.
Removed
We delivered strong results during the year, however, supply chain challenges, rail service congestion, inflation, high interest rates, labor shortages and foreign currency fluctuations continued to impact our business for the year ended August 31, 2024.
Added
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 ongoing macroeconomic uncertainty, including inflationary pressures, potential impacts from global trade tensions and tariffs and volatility in foreign exchange and interest rates.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

9 edited+7 added−8 removed10 unchanged
Biggest changeAt August 31, 2024 exchange rates, notional amounts of forward exchange contracts for the purchase of Polish Zlotys and the sale of Euros aggregated to $143.9 million.
Biggest changeAt August 31, 2025 exchange rates, notional amounts of foreign exchange contracts for the purchase of Polish Zlotys and the sale of Euros; and the purchase of Mexican Pesos and the sale of U.S. Dollars aggregated to $412.0 million.
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of August 31, 2024 and August 31, 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended August 31, 2024, in conformity with U.S. generally accepted accounting principles.
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of August 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended August 31, 2025, 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, 2024, 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 24, 2024 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
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, 2025, 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 28, 2025 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
At August 31, 2024, a uniform 10% increase in variable interest rates would result in approximately $1.4 million of additional annual interest expense. 47 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, 2024 and August 31, 2023, 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, 2024, and the related notes (collectively, the consolidated financial statements).
At August 31, 2025, a uniform 10% increase in variable interest rates would result in approximately $1.0 million of additional annual interest expense. 48 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, 2025 and 2024, 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, 2025, and the related notes (collectively, the consolidated financial statements).
Interest Rate Risk We have managed a portion of our variable rate debt with interest rate swap agreements, effectively converting $653.1 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.
Interest Rate Risk We have managed a portion of our variable rate debt with interest rate swap agreements, effectively converting $687.8 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.
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, 2024, net assets of foreign subsidiaries aggregated to $164.7 million and a 10% strengthening of the U.S.
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, 2025, net assets of foreign subsidiaries aggregated to $154.3 million and a 10% strengthening of the U.S.
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 24, 2024 49
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 28, 2025 50
Dollar relative to the foreign currencies would result in a decrease in equity of $16.5 million, or 1.2% of Total equity - Greenbrier. This calculation assumes that each exchange rate would change in the same direction relative to the U.S. Dollar.
Dollar relative to the foreign currencies would result in a decrease in equity of $15.4 million, or 1.0% of Total equity - Greenbrier. This calculation assumes that each exchange rate would change in the same direction relative to the U.S. Dollar.
At August 31, 2024, 84% of our outstanding debt had fixed rates and 16% had variable rates.
At August 31, 2025, 86% of our outstanding debt had fixed rates and 14% had variable rates.
Removed
Sufficiency of audit evidence within the North American manufacturing businesses As discussed in Item 9A. Controls and Procedures, a material weakness was identified as of August 31, 2023 that was remediated during fiscal year 2024.
Added
Sufficiency of audit evidence over inventory As discussed in Notes 1, 2, and 5 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.
Removed
The description of the material weakness stated that the Company did not effectively design and maintain controls over information technology (IT) general controls in one IT environment in its primary North America manufacturing businesses that are relevant to the preparation of the Company’s consolidated financial statements.
Added
Finished goods includes completed wheels, component parts and finished railcars in transit or not on lease. The Company held $688.3 million of inventory as of August 31, 2025. 49 We identified the evaluation of the sufficiency of audit evidence over inventory as a critical audit matter.
Removed
The Company did not (i) maintain change management controls to ensure 48 configuration data changes affecting the IT application were appropriate (ii) design and maintain program development controls to ensure the data migration, program testing and approval of new software development is aligned with business and IT requirements and (iii) maintain user access controls to ensure segregation of duties in the Company’s financial application.
Added
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.
Removed
The control deficiencies resulted from incomplete risk assessment, inadequate training of personnel and ineffective control activities related primarily to the implementation of a new ERP system in the Company’s primary North America manufacturing businesses.
Added
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.
Removed
As a result, during the period of fiscal year 2024 in which the material weakness remained unremediated, process level automated controls that are dependent on the affected IT environment and manual controls that rely on system-generated data or reports from the affected IT environment were ineffective because they could have been adversely impacted.
Added
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.
Removed
We identified the evaluation of the sufficiency of audit evidence over the Company’s primary North American manufacturing businesses as a critical audit matter. Evaluating the sufficiency of audit evidence obtained required especially subjective auditor judgment because of the pervasiveness of the material weakness noted above. The following are the primary procedures we performed to address this critical audit matter.
Added
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.
Removed
We applied auditor judgment to determine the nature and extent of procedures to be performed over the Company’s primary North American manufacturing businesses including evaluating our scoping thresholds and control risk assessments considering the material weakness noted above.
Added
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.
Removed
For relevant financial statement account balances at the North America manufacturing businesses, we: • increased the number of sample selections compared to what we would have otherwise made if the Company’s controls were designed and operating effectively for the full fiscal year • tested the underlying records of selected transaction data obtained from the impacted information technology system to support the use of the information in the conduct of the audit • inspected supporting documentation and evidence of authorization for a selection of manual and automated journal entries.

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