8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 6, 2020

THE GREENBRIER COMPANIES, INC.

(Exact name of registrant as specified in its charter)

Oregon	001-13146	93-0816972
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

One Centerpointe Drive, Suite 200, Lake Oswego, OR	97035
(Address of principal executive offices)	(Zip Code)

(503) 684-7000

Registrant’s telephone number, including area code

Former name or former address, if changed since last report: N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock without par value	GBX	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02 Results of Operations and Financial Condition

On July 10, 2020, The Greenbrier Companies, Inc. (“Greenbrier” or the “Company”) issued a press release reporting the Company’s results of operations for the three and nine months ended May 31, 2020. A copy of such release is attached as Exhibit 99.1.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On July 6, 2020, the Company and William A. Furman, Chairman of the Board and Chief Executive Officer of the Company, entered into an agreement (“Amendment”) that amends Mr. Furman’s existing employment agreement with the Company dated August 28, 2012 (“2012 Employment Agreement”). Under the terms of the Amendment, Mr. Furman agrees to continue in his current position of Chairman and CEO for up to two more years. As part of the Company’s ongoing succession planning process, Mr. Furman will retire from all executive offices in September 2022. The Amendment further provides:

• All incentive compensation that would have been paid to Mr. Furman in cash for fiscal year 2020 will be paid to Mr. Furman in fully vested restricted stock units;

• Mr. Furman has voluntarily agreed that his base compensation of $1,050,000 be reduced to $800,000 per year and not exceed $900,000 per year through the expiration of the Amendment (not to impact incentive compensation baselines); and

• Mr. Furman’s equity awards for fiscal years 2021 and 2022 will have a value of not less than 280% of his base compensation prior to voluntary reduction. Such awards will be up to 70% performance-based with the balance time-based. The performance-based awards will be tied 25% to CEO succession objectives with the balance tied to Company financial goals.

The foregoing is a summary description of the Amendment, does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment attached hereto as Exhibit 10.1 and the 2012 Employment Agreement previously filed with the Securities and Exchange Commission as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on January 9, 2013, each of which are incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

In the press release issued on July 10, 2020, regarding the results of operations and attached hereto as Exhibit 99.1, Greenbrier also discussed its outlook for the remainder of fiscal 2020.

On July 10, 2020, Greenbrier issued another press release attached hereto as Exhibit 99.2 announcing the amendment to the employment agreement of Mr. Furman.

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Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits

10.1	Amendment to the employment agreement of the Chief Executive Officer of the Company
99.1	Press Release dated July 10, 2020, of the Company regarding fiscal third quarter 2020 results
99.2	Press Release dated July 10, 2020, of the Company regarding amendment to the employment agreement of the Chief Executive Officer of the Company
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE GREENBRIER COMPANIES, INC.
Date: July 10, 2020	By:	/s/ Adrian J. Downes
		Adrian J. Downes
		Senior Vice President, Chief Financial Officer and Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer)

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EX-10.1

Exhibit 10.1

Execution Copy

SECOND AMENDMENT TO

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Second Amendment to Amended and Restated Employment Agreement, dated as of July 6, 2020 (this “Amendment”), is by and between The Greenbrier Companies, Inc. (the “Company”) and William A. Furman (“Executive”) and amends the terms of that certain Amended and Restated Employment Agreement, dated as of August 28, 2012, between the Company and Executive (the “Agreement”), as amended by the First Amendment to Amended and Restated Employment Agreement, dated as of December 13, 2013, between the Company and Executive (collectively with the Agreement, the “Original Agreement”).

For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereby agree as follows:

1. Sections 1.1 and 1.2 of the Original Agreement are hereby amended and restated to read in their entirety as follows:

“1.1 Employment of Executive. The Company agrees to employ Executive, and Executive agrees to serve, until September 1, 2022 (the “Retirement Date”) as the Company’s Chairman and Chief Executive Officer or, if the Company’s Board of Directors (the “Board”) appoints a new Chief Executive Officer (a “Successor CEO”) prior to the Retirement Date, as the Executive Chair of the Board (with such appointment to be simultaneous with the appointment of the Successor CEO), in each case upon the conditions set forth in this Agreement. Notwithstanding the foregoing regarding the appointment of a Successor CEO, no Successor CEO shall be appointed prior to the Retirement Date if Executive elects to retain the position of Chairman and Chief Executive Officer through such date unless Executive is no longer employed by the Company. Executive shall serve as a member of the Company’s Board, and shall be nominated to serve a three-year term as a director at the Company’s 2021 annual meeting. Executive shall be appointed as a member of the Executive Committee of the Board through the Retirement Date if one exists or is created.

1.2 Responsibilities.

(a) General Duties. Executive shall report to the Board. While Chairman and Chief Executive Officer, Executive shall be responsible for the duties customarily performed by, and shall possess the powers and exercise the responsibilities customary of, such position, including overall management of the Company. While Executive Chair, Executive shall be responsible for onboarding, coaching and supporting the Successor CEO and shall have primary management authority with respect to certain segments of the Company’s business or other Company functions during the CEO transition process as mutually agreed by the Board and Executive at the time of the appointment of the Successor CEO. If Executive is

appointed Executive Chair, the Company shall cause the Board to take all actions, if any, necessary to amend the Company’s Bylaws to create such office with the authority described herein. Unless otherwise agreed by the Company and Executive, the Successor CEO shall report to Executive while Executive Chair. Executive agrees to abide by all the policies, practices and rules of the Company.

(b) Successor CEO Process. Executive shall have the responsibility, with oversight of the Nominating and Governance Committee and the Board, for identifying a Successor CEO for recommendation to the Board. On or before September 1, 2021, Executive will make his recommendation to the Board regarding any internal candidates as Successor CEO. If Executive does not recommend any internal candidate as the Successor CEO, or if the Board does not accept a recommended candidate, Executive and the Nominating and Governance Committee will coordinate efforts in conducting an external search process. Executive and the Board (including the Nominating and Governance Committee) will keep each other fully and promptly informed with respect to the Successor CEO identification process (which shall include prior disclosure of any outside search process or market survey). The Board does not intend to conduct any external search process or market surveys for a Successor CEO prior to September 1, 2021.”

2. Section 2.1 of the Original Agreement is hereby amended and restated to read as follows:

“2.1 Term. The term of this Agreement (the “Term”) shall commence on the Effective Date and shall continue until all obligations of the parties hereunder have been performed. On the Retirement Date Executive shall submit to the Board his resignation from all executive positions he then holds, including the position of Executive Chair. For avoidance of doubt, Executive shall have no obligation to resign as a director of the Company on the Retirement Date and may serve out the entirety of his term as a director.”

3. Section 2.2 of the Original Agreement is hereby deleted.

4. Sections 3.1 and 3.2 of the Original Agreement are hereby amended and restated to read in their entirety as follows:

“3.1 Total Compensation; Base Salary. Until August 31, 2020, the Company shall continue to pay Executive his current annual base salary of $1,050,000, as voluntarily reduced by Executive to $800,000 (which reduction shall have no impact on his Annual Bonus for fiscal 2020). Starting September 1, 2020 the Company shall pay Executive an annual base salary of not less than $1,050,000 (the “Base Salary”); provided, however, that Executive has agreed to voluntarily reduce the amount of

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Base Salary actually paid to him to $800,000 per year and agrees that such amount will not be increased in excess of $900,000 per year prior to the Retirement Date. For purposes of Annual Bonus, severance payments, equity awards and any other benefits accruing to Executive hereunder or under any other Company program tied to the amount of Base Salary, Base Salary shall mean Executive’s Base Salary before giving effect to any voluntary reduction, including the reduction described above for fiscal 2020 and thereafter, except to the extent prohibited by law or not permitted under the terms of the applicable program. Executive’s Base Salary may be increased, but not reduced, from time to time, including upon recommendation of the Executive, subject to approval of any such adjustment by the Compensation Committee of the Company’s Board of Directors (the “Committee”). The Base Salary shall be payable in accordance with the Company’s usual and customary payroll practices, but no less frequently than monthly installments.

3.2 Annual Cash Incentive. Executive shall be eligible to earn a bonus each year in an amount to be determined pursuant to the annual bonus program approved by the Committee and then in effect (the “Annual Bonus”). Executive’s target Annual Bonus amount shall be not less than 115% of Executive’s Base Salary, but the actual amount earned and paid pursuant to Executive’s Annual Bonus for any year may be an amount less than, greater than, or the same as the target amount. Any Annual Bonus shall be paid to Executive in cash (subject to normal withholding and payroll deductions) within 120 days following the end of the fiscal year in which such Annual Bonus shall be earned and in any event within the short-term deferral period specified in Treas. Reg. §1.409(b)(4) (i.e., later of the 15th day of the third month following the end of the calendar year or the 15th day of the third month following the end of the Company’s taxable year). Any annual bonus approved to be paid to Executive for the Company’s fiscal year ended August 31, 2020 shall be paid in the form of fully vested restricted stock units. In addition, if Executive so elects prior to August 31, 2020, any Annual Bonus paid to Executive with respect to the Company’s fiscal year ending August 31, 2021 shall be paid in the form of restricted stock units vesting on the Retirement Date. With respect to any restricted stock units contemplated to be issued pursuant to this Section 3.2 (i) such restricted stock units shall, except as provided herein, have substantially the same terms and conditions as restricted stock units issued to Executive in October 2019 (subject to any changes necessary to make the grant compliant with section 409A of the Code), (ii) the number of such units will be calculated using the average closing price of the Company’s Common Stock as reported on the New York Stock Exchange over the 30-day period immediately preceding the date of grant, and (iii) in the event that at the time such restricted stock units become vested and payable there are not sufficient shares available under the Company’s shareholder-approved equity compensation plan to permit the Company to settle such restricted stock units in shares, the Company may instead elect to settle such restricted stock units in cash based on the fair market value of the underlying shares on that date, plus the amount of accrued dividends on such restricted stock units payable upon vesting in accordance with the terms of the award agreement.

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5. Section 3.4 of the Original Agreement is hereby amended to add the following at the end of such section:

“With respect to equity awards made in each of fiscal 2021 and fiscal 2022 (i) such awards shall be in the form of restricted stock units that, if determined by the Compensation Committee, may provide for cash settlement at the discretion of the Compensation Committee (including accrued dividends payable with respect to the vested units in accordance with the terms of the award agreement), (ii) such awards will have a value of not less than 280% of Executive’s Base Salary (calculated using the average closing price of the Company’s Common Stock on the New York Stock Exchange for the 30-day period immediately preceding the grant date and with performance-based awards valued at target performance), (iii) such awards shall not be more than 70% performance-based, with the balance being time-based, (iv) the time-based awards will fully vest on the Retirement Date, (v) the performance-based awards will be tied to Company financial goals (which will be the same goals and for the same performance period as in performance-based awards made to other named executive officers) and individual performance objectives tied to CEO succession, with (A) 25% of each such award (at target) to be based on CEO succession objectives and (B) the financial goals being reasonably achievable at target performance based on conditions known to the Compensation Committee at the time of grant, (vi) the performance-based awards will have maximum vesting of 200% of target, will have the same minimum and target vesting levels for financial goals as awards made to other named executive officers and will vest on an interpolated basis between various vesting levels, (vii) the portion of the performance-based awards based on individual performance objectives will be evaluated by the Compensation Committee and, to the extent earned, shall vest on the Retirement Date, and (viii) if the performance period for the performance-based awards extends beyond the Retirement Date, payout will be at the end of the performance period based on actual performance without reduction for earlier retirement.

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6. Section 3.6 of the Original Agreement is hereby amended and restated to read as follows:

“3.6 Perquisites. The Company will also furnish to Executive, without cost to him, consistent with past practices of the Company and its subsidiaries the following until the Retirement Date, unless a longer time period is set forth below: (a) participation in the Company’s automobile program (including a new car to be purchased in 2020), (b) membership in business, social and country clubs appropriate to Executive’s position with the Company, (c) until September 1, 2024, an annual physical examination of Executive by a physician selected by Executive, and (d) personal financial, investment or tax advice, not to exceed $20,000 per year, to the extent costs or expenses of Executive to be reimbursed are properly documented for federal income taxation purposes to preserve any deduction for such reimbursement to which the Company may be entitled. Without limiting the foregoing, until the Retirement Date Executive will be entitled to receive those perquisites and benefits described in the Company’s 2020 Proxy Statement. In addition, until the Retirement Date Executive will be entitled to use private aircraft for Company business reasons at his reasonable discretion. Until September 1, 2024, Executive will have the right to use the Company’s Zephyr Cove Lake Tahoe, Nevada office at Company expense, including reasonable administrative support and access to Company email (subject to appropriate security measures being in place) and his contacts list. Executive shall have the option to assume the lease for this office on the Retirement Date and the right to be transferred good title to the furniture, equipment and the personal property therein on such date for no additional payment. For clarity, all references in this Section 3.6 to perquisites being provided “without cost” does not mean that Executive will be grossed-up for any tax liability to Executive associated with such perquisites.”

7. Section 3.8 of the Original Agreement is hereby amended and restated to read in its entirety as follows:

3.8 Post-Termination Medical Benefits. Until September 1, 2024, the Company will provide a retirement medical benefit that provides medical benefits for him and his spouse which are substantially equivalent to those provided under the Company’s group health plan immediately prior to Executive’s termination of employment. Such benefits may take the form, at the Company’s discretion, of the Company’s payment of COBRA premiums for Executive’s and his spouse’s continued coverage under the Company’s group health plan (if Executive and his spouse are eligible for COBRA continuation coverage under the Company’s group health plan), payment of the premium for individual medical insurance policies selected by Executive for himself and his spouse, or a combination of the foregoing.

8. Section 5 of the Original Agreement is hereby amended to add the following at the end of such section:

“For the avoidance of doubt, for purposes of this Section 5 Executive’s retirement as an executive on the Retirement Date as contemplated by Section 2.1 shall be considered a voluntary termination by Executive.”

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9. Clause (b)(i) of Section 8.2 of the Original Agreement is hereby amended and restated to read in its entirety as follows:

“(i) Other than Executive becoming Executive Chair after ceasing to be Chairman and Chief Executive Officer in accordance with the terms of this Agreement, (A) any material diminution in the Executive’s title, position, duties or responsibilities or authorities (which shall include, without limitation, any change such that Executive is no longer serving as Chairman and Chief Executive Officer or Executive Chair, as applicable, of a publicly-traded company), (B) the assignment to him of duties that are materially inconsistent with, or materially impair his ability to perform, the duties then assigned to him, in each case as determined by Executive in good faith, or (C) any change in the reporting structure so that the Executive is required to report to any person other than the Company’s Board;”

10. Section 8.2(b) of the Original Agreement is hereby amended to add a new clause (vi) that reads in its entirety as follows:

“(vi) any material breach by the Company of its obligations under this Agreement, including without limitation Section 1.2(b) and provisions regarding the Zephyr Cove, Lake Tahoe, Nevada office, it being understood that actions by the Board or any committee thereof in violation of Section 1.2(b) will be deemed to be actions of the Company.”

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11. Article 11 of the Original Agreement is hereby amended to add a new Section 11.13, to read in its entirety as follows:

“11.13 Post-Retirement Date Breach. If the Company materially breaches its obligations to Executive under this Agreement after the Retirement Date (or, if earlier, Executive’s retirement as an executive of the Company) with respect to post-termination medical benefits or the Zephyr Cove, Lake Tahoe, Nevada office, and such breach continues without cure for more than 15 days after Executive provides written notice of such breach to the Company, the Company shall pay to Executive an amount equal the payment he would have been entitled to receive pursuant to Section 7.1(a) if he were terminated without Cause on his last day of employment with the Company, which payment will constitute compensation, not a penalty.”

Except as amended by this Amendment, the Original Agreement shall remain in full force and effect.

THE GREENBRIER COMPANIES, INC.		EXECUTIVE
By:	/s/ Martin R. Baker	/s/ William A. Furman
	Martin R. Baker SVP + GENERAL COUNSEL	William A. Furman

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EX-99.1

Exhibit 99.1

News Release
One Centerpointe Drive, Suite 200, Lake Oswego, Oregon 9703    5503-684-7000	www.gbrx.com

For release:	July 10, 2020 6:00 a.m. EDT	Contact:	Lorie Tekorius, Investor Relations Justin Roberts, Investor Relations
			Ph: 503-684-7000

Greenbrier Reports Fiscal Third Quarter 2020 Results

~ Operating cash flow exceeding $220 million ~

~ $1 billion liquidity target achieved ~

~ $2.7 billion backlog provides forward visibility ~

Lake Oswego, Oregon, July 10, 2020 – The Greenbrier Companies, Inc. (NYSE: GBX) (“Greenbrier”), a leading international supplier of equipment and services to global freight transportation markets, today reported financial results for its third fiscal quarter ended May 31, 2020.

Third Quarter Highlights

• Achieved $1 billion liquidity target through combination of cash, borrowing capacity, and spending reductions. Liquidity consists of $735.3 million in cash and available borrowing capacity of $136.8 million; lower capital expenditures of $50.0 million, reduced annualized selling and administrative expense of $30.0 million and reduced annualized overhead expense of $65.0 million.

• Generated operating cash flow in excess of $220.0 million in the quarter from decreases in working capital and robust syndication activity. This offset a working capital increase in the first six months of the year, resulting in nine months year-to-date operating cash flow of $89.0 million.

• Diversified new railcar backlog as of May 31, 2020 was 26,700 units with an estimated value of $2.7 billion, including orders for 800 railcars valued at approximately $65.0 million received during the quarter.

• Net earnings attributable to Greenbrier for the quarter were $27.8 million, or $0.83 per diluted share, on revenue of $762.6 million. Net earnings include a $2.5 million, net of tax, ($0.08 per share) of integration related expenses from the American Railcar Industries (ARI) acquisition and $4.8 million, net of tax, ($0.14 per share) of severance expenses.

• Adjusted net earnings attributable to Greenbrier for the quarter were $35.1 million, or $1.05 per diluted share, excluding $7.3 million, net of tax, ($0.22 per share) of integration and severance expenses.

• Effective tax rate of 41.2% in the quarter reflects unfavorable discrete items impacted by exchange rate volatility.

• Adjusted EBITDA for the quarter was $99.9 million, or 13.1% of revenue.

• Board declares a quarterly dividend of $0.27 per share, payable on August 19, 2020 to shareholders as of July 29, 2020.

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Greenbrier Reports Third Quarter Results (Cont.) Page  2

William A. Furman, Chairman & CEO commented, “Greenbrier delivered strong operational results in the quarter while maintaining a constant focus on the safety and health of our employees through the pandemic and its related economic shocks. Third quarter performance reflects our near-term priorities of keeping our factories operating under essential industry status, significantly increasing liquidity and adjusting our capacity to align with our evolving demand expectations. Entering the fiscal fourth quarter Greenbrier’s cash position was $735.3 million. As we increased cash, our net debt decreased by over $190 million, the lowest level in four quarters. We have taken difficult measures required to achieve our liquidity and cost reduction targets. Greenbrier is exceptionally well-positioned to compete and succeed during this weaker period in the economy and our core markets.”

Business Update & Outlook

The COVID-19 pandemic has crystalized Greenbrier’s strategy for the balance of fiscal 2020 and into fiscal 2021. Most importantly, we are protecting our employees from its spread within the work environment. Since forming an incident response team to address the then-emerging crisis in late February, we have worked diligently to protect employees from the spread of COVID-19 while working in Greenbrier facilities. To date, a small fraction of our total workforce of over 13,000 employees have tested positive. We are very pleased that all affected employees have or are expected to recover. Community spread of COVID-19 has increased in recent weeks in many areas where we operate, requiring additional vigilance and employee communications. We are working toward maintaining a low incident rate of COVID-19 among our employees by remaining focused on their health and enhancing the preventative and remedial actions of the rapid response teams across the company.

We are also preserving the near-term and longer-term financial health of Greenbrier in response to the economic consequences of the pandemic. Maintaining cash flow and liquidity are essential components of Greenbrier’s current operating strategy. We have addressed our cost structure by reducing operating expenses and capital expenditures. Selling and administrative expenses for the quarter were $49 million and we expect further reductions in the fourth fiscal quarter. We have also executed a temporary restructuring of the GIMSA joint venture to improve profitability and cash flow for the partners. Depending on production scheduling, this restructuring alone could provide over $40 million of cash to Greenbrier through the first half of fiscal 2021 with an accompanying boost to earnings.

Greenbrier continues its manufacturing rationalization programs across our North American production network in response to current levels of demand. In the first three quarters of the year, we closed 11 rail productions lines and continue adjusting capacity to align with the demand outlook. As a result of these actions, total employment in North America has been reduced by about 40%, or about 5,300 employees, including both staff and production employees at the end of the third quarter. Despite these pressures, Greenbrier’s Manufacturing business delivered a total of 5,900 units in the quarter. Based on current backlog, we are left with minimal open production capacity for the remainder of both the fiscal and the calendar year.

Over the past 18 months, Greenbrier has accomplished many strategic objectives, including the acquisition of the manufacturing business of ARI, the largest in our history. These initiatives have produced a strong franchise, highlighted by industry leadership, product and geographic diversity.

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Greenbrier Reports Third Quarter Results (Cont.) Page  3

While the rail sector globally has been weaker recently than normal, it is an important and vitally strategic industry to all economies worldwide. We expect its recovery will be a leading indicator of the broader economic recovery, post-pandemic. Greenbrier is focused on the safety of our employees, generating strong cash flow to maintain liquidity, and sizing our business to fit the lower demand environment. Achieving these priorities will ensure Greenbrier emerges strongly from today’s challenges.

Financial Summary

	Q3 FY20			Q2 FY20			Sequential Comparison – Main Drivers
Revenue		$762.6M			$623.8M		Higher deliveries reflecting increased syndication activity
Gross margin		14.1%			13.8%		Higher Leasing & Services gross margin % and strong Manufacturing gross margin dollars due to increased syndication activity
Selling and administrative		$49.5M			$54.6M		Reduced employee-related and travel & entertainment expenses from cost reduction initiatives partially offset by $1.8 million of severance expense
Interest and foreign exchange		$7.6M			$12.6M		Higher foreign exchange gain partially offset by higher interest expense due to precautionary borrowing on revolving facility
Adjusted EBITDA		$99.9M			$71.6M		Increased operating earnings
Effective tax rate		41.2%			28.9%		Higher quarterly rate reflects foreign currency discrete items
Net earnings attributable to noncontrolling interest		$8.1M			$6.4M		Increased deliveries from GIMSA JV partially offset by temporarily amended partnership agreement
Adjusted net earnings attributable to Greenbrier		$35.1M	(1)		$15.3M	(2)	Increased operating earnings reflecting higher deliveries and lower selling & administrative expense
Adjusted diluted EPS		$1.05	(1)		$0.46	(2)

⁽¹⁾  Excludes expense of $2.5 million ($0.08 per share), net of tax, associated with ARI integration related expenses, and $4.8 million ($0.14 per share), net of tax, associated with severance expenses.

⁽²⁾  Excludes expense of $1.7 million ($0.05 per share), net of tax, associated with ARI integration related expenses.

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Greenbrier Reports Third Quarter Results (Cont.) Page  4

Segment Summary

	Q3 FY20			Q2 FY20			Sequential Comparison – Main Drivers
Manufacturing
Revenue	$	653.0M		$	489.9M		Higher deliveries primarily from strong syndication activity
Gross margin		13.8	%		13.8	%	Increased syndication activity generates higher gross margin partially offset by $4.5 million of severance expense
Operating margin (1)		10.5	%		9.4	%
Deliveries (2)		5,400			3,700		Increase primarily reflects higher syndication activity
Wheels, Repair & Parts
Revenue	$	82.0M		$	91.2M		Reduced volume of wheelsets and parts
Gross margin		8.6	%		7.5	%	Improved repair network operating efficiencies
Operating margin (1)		4.6	%		3.6	%
Leasing & Services
Revenue	$	27.5M		$	42.7M		Prior quarter reflected higher volume of externally sourced railcar syndications; Activity is opportunistic and non-linear
Gross margin		37.4	%		27.8	%	Prior quarter reflected higher volume of externally sourced railcar syndications that are dilutive to gross margin but generate earnings and positive cash flow in short holding periods
Operating margin (1) (3)		43.0	%		30.0	%

⁽¹⁾  See supplemental segment information on page 11 for additional information.

⁽²⁾  Excludes Brazil deliveries which are not consolidated into manufacturing revenue and margins.

⁽³⁾  Includes Net gain on disposition of equipment, which is excluded from gross margin.

Conference Call

Greenbrier will host a teleconference to discuss its third quarter 2020 results. In conjunction with this news release, Greenbrier has posted a supplemental earnings presentation to our website. Teleconference details are as follows:

• July 10, 2020

• 8:00 a.m. Pacific Daylight Time

• Phone: 1-630-395-0143, Password: “Greenbrier”

• Real-time Audio Access: (“Newsroom” at http://www.gbrx.com)

Please access the site 10 minutes prior to the start time.

About Greenbrier

Greenbrier, headquartered in Lake Oswego, Oregon, is a leading international supplier of equipment and services to global freight transportation markets. Greenbrier designs, builds and markets freight railcars and marine barges in North America. Greenbrier Europe is an end-to-end freight railcar manufacturing, engineering and repair business with operations in Poland, Romania and Turkey that serves customers across Europe and in the nations of the Gulf Cooperation Council. Greenbrier builds freight railcars and rail castings in Brazil through two separate strategic partnerships. We are a leading provider of freight railcar wheel services, parts, repair, refurbishment and retrofitting services in North America through our wheels, repair & parts business unit. Greenbrier offers railcar management, regulatory compliance services and leasing services to railroads and related transportation industries in North America. Through unconsolidated joint ventures, we produce industrial and rail castings, and other components. Greenbrier owns a lease fleet of 8,800 railcars and performs management services for 391,000 railcars. Learn more about Greenbrier at www.gbrx.com.

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Greenbrier Reports Third Quarter Results (Cont.) Page  5

THE GREENBRIER COMPANIES, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, unaudited)

	May 31,		February 29,		November 30,		August 31,		May 31,
	2020		2020		2019		2019		2019
Assets
Cash and cash equivalents	$	735,258	$	169,899	$	253,602	$	329,684	$	359,625
Restricted cash		8,704		8,569		8,648		8,803		21,471
Accounts receivable, net		261,629		326,229		313,786		373,383		330,385
Inventories		675,442		709,115		733,806		664,693		592,099
Leased railcars for syndication		136,144		255,073		135,319		182,269		130,489
Equipment on operating leases, net		355,841		385,974		396,187		366,688		376,241
Property, plant and equipment, net		719,155		723,326		730,730		717,973		478,502
Investment in unconsolidated affiliates		75,508		79,082		85,141		91,818		53,036
Intangibles and other assets, net		181,315		160,709		162,089		125,379		97,022
Goodwill		130,035		129,684		129,468		129,947		74,318
	$	3,279,031	$	2,974,660	$	2,948,776	$	2,990,637	$	2,513,188
Liabilities and Equity
Revolving notes	$	416,535	$	37,196	$	29,502	$	27,115	$	25,952
Accounts payable and accrued liabilities		488,969		499,898		527,789		568,360		473,106
Deferred income taxes		4,354		9,173		9,417		13,946		12,089
Deferred revenue		63,536		70,869		59,657		85,070		76,170
Notes payable, net		806,919		811,860		817,830		822,885		483,918
Contingently redeemable noncontrolling interest		30,611		30,782		31,723		31,564		24,722
Total equity - Greenbrier		1,291,221		1,286,472		1,281,808		1,276,730		1,262,315
Noncontrolling interest		176,886		201,410		191,050		164,967		154,916
Total equity		1,468,107		1,487,882		1,472,858		1,441,697		1,417,231
	$	3,279,031	$	2,947,660	$	2,948,776	$	2,990,637	$	2,513,188

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Greenbrier Reports Third Quarter Results (Cont.) Page  6

THE GREENBRIER COMPANIES, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts, unaudited)

	Three Months Ended May 31,						Nine Months Ended May 31,
	2020			2019			2020			2019
Revenue
Manufacturing	$	653,007		$	681,588		$	1,800,317		$	1,629,396
Wheels, Repair & Parts		82,024			124,980			259,857			358,801
Leasing & Services		27,526			49,584			95,590			131,149
		762,557			856,152			2,155,764			2,119,346
Cost of revenue
Manufacturing		562,793			590,788			1,567,014			1,451,589
Wheels, Repair & Parts		75,001			119,821			241,266			339,254
Leasing & Services		17,232			38,971			61,428			95,554
		655,026			749,580			1,869,708			1,886,397
Margin		107,531			106,572			286,056			232,949
Selling and administrative expense		49,494			54,377			158,455			152,701
Goodwill impairment		—			10,025			—			10,025
Net gain on disposition of equipment		(8,775	)		(11,019	)		(19,431	)		(37,474	)
Earnings from operations		66,812			53,189			147,032			107,697
Other costs
Interest and foreign exchange		7,562			9,770			33,023			23,411
Earnings before income taxes and earnings (loss) from unconsolidated affiliates		59,250			43,419			114,009			84,286
Income tax expense		(24,421	)		(13,008	)		(37,878	)		(24,391	)
Earnings before earnings (loss) from unconsolidated affiliates		34,829			30,411			76,131			59,895
Earnings (loss) from unconsolidated affiliates		1,040			(4,564	)		3,764			(4,883	)
Net earnings		35,869			25,847			79,895			55,012
Net earnings attributable to noncontrolling interest		(8,097	)		(10,599	)		(30,825	)		(19,043	)
Net earnings attributable to Greenbrier	$	27,772		$	15,248		$	49,070		$	35,969
Basic earnings per common share:	$	0.85		$	0.47		$	1.50		$	1.10
Diluted earnings per common share:	$	0.83		$	0.46		$	1.47		$	1.08
Weighted average common shares:
Basic		32,690			32,603			32,660			32,623
Diluted		33,478			33,183			33,414			33,161
Dividends declared per common share	$	0.27		$	0.25		$	0.79		$	0.75

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Greenbrier Reports Third Quarter Results (Cont.) Page  7

THE GREENBRIER COMPANIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, unaudited)

	Nine Months Ended May 31,
	2020			2019
Cash flows from operating activities
Net earnings	$	79,895		$	55,012
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
Deferred income taxes		(11,450	)		(20,478	)
Depreciation and amortization		82,452			60,833
Net gain on disposition of equipment		(19,431	)		(37,474	)
Accretion of debt discount		4,102			3,268
Stock based compensation expense		8,265			10,792
Goodwill impairment		—			10,025
Noncontrolling interest adjustments		2,826			7,322
Other		568			1,916
Decrease (increase) in assets:
Accounts receivable, net		110,431			27,926
Inventories		12,555			(169,813	)
Leased railcars for syndication		(38,826	)		(43,796	)
Other assets		(59,212	)		(2,525	)
Increase (decrease) in liabilities:
Accounts payable and accrued liabilities		(77,243	)		30,581
Deferred revenue		(5,900	)		(27,712	)
Net cash provided by (used in) operating activities		89,032			(94,123	)
Cash flows from investing activities
Proceeds from sales of assets		78,521			100,730
Capital expenditures		(55,326	)		(149,945	)
Investment in and advances to unconsolidated affiliates		(1,500	)		(11,393	)
Cash distribution from unconsolidated affiliates and other		11,273			1,986
Net cash provided by (used in) investing activities		32,968			(58,622	)
Cash flows from financing activities
Net change in revolving notes with maturities of 90 days or less		214,932			(1,882	)
Proceeds from revolving notes with maturities longer than 90 days		175,000			—
Proceeds from issuance of notes payable		—			225,000
Repayments of notes payable		(24,002	)		(179,803	)
Debt issuance costs		—			(2,974	)
Dividends		(26,344	)		(25,072	)
Cash distribution to joint venture partner		(36,152	)		(11,715	)
Tax payments for net share settlement of restricted stock		(2,266	)		(6,321	)
Net cash provided by (used in) financing activities		301,168			(2,767	)
Effect of exchange rate changes		(17,693	)		(2,866	)
Increase (decrease) in cash, cash equivalents and restricted cash		405,475			(158,378	)
Cash and cash equivalents and restricted cash
Beginning of period		338,487			539,474
End of period	$	743,962		$	381,096
Balance Sheet Reconciliation
Cash and cash equivalents	$	735,258		$	359,625
Restricted cash		8,704			21,471
Total cash and cash equivalents and restricted cash as presented above	$	743,962		$	381,096

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Greenbrier Reports Third Quarter Results (Cont.) Page  8

THE GREENBRIER COMPANIES, INC.

SUPPLEMENTAL INFORMATION    

(In thousands, excluding backlog and delivery units, unaudited)    

Reconciliation of Net earnings to Adjusted EBITDA    

	Three Months Ended
	May 31,		February 29,
	2020		2020
Net earnings	$	35,869	$	20,015
Interest and foreign exchange		7,562		12,609
Income tax expense		24,421		7,463
Depreciation and amortization		23,114		30,003
Severance expense		6,341		—
ARI integration related costs		2,545		1,535
Adjusted EBITDA	$	99,852	$	71,625

	Three Months Ended
	May 31, 2020
Backlog Activity (units) (1)
Beginning backlog		30,800
Orders received		800
Production held as Leased railcars for syndication		(600	)
Production sold directly to third parties		(4,300	)
Ending backlog		26,700
Delivery Information (units) (1)
Production sold directly to third parties		4,300
Sales of Leased railcars for syndication		1,600
Total deliveries		5,900

⁽¹⁾ Includes Greenbrier-Maxion, our Brazilian railcar manufacturer, which is accounted for under the equity method

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Greenbrier Reports Third Quarter Results (Cont.) Page  9

THE GREENBRIER COMPANIES, INC.

SUPPLEMENTAL INFORMATION    

(In thousands, except per share amounts, unaudited)    

Operating Results by Quarter for 2020 are as follows:    

	First			Second			Third			Total
Revenue
Manufacturing	$	657,367		$	489,943		$	653,007		$	1,800,317
Wheels, Repair & Parts		86,608			91,225			82,024			259,857
Leasing & Services		25,384			42,680			27,526			95,590
		769,359			623,848			762,557			2,155,764
Cost of revenue
Manufacturing		581,912			422,309			562,793			1,567,014
Wheels, Repair & Parts		81,892			84,373			75,001			241,266
Leasing & Services		13,366			30,830			17,232			61,428
		677,170			537,512			655,026			1,869,708
Margin		92,189			86,336			107,531			286,056
Selling and administrative expense		54,364			54,597			49,494			158,455
Net gain on disposition of equipment		(3,959	)		(6,697	)		(8,775	)		(19,431	)
Earnings from operations		41,784			38,436			66,812			147,032
Other costs
Interest and foreign exchange		12,852			12,609			7,562			33,023
Earnings before income tax and earnings from unconsolidated affiliates		28,932			25,827			59,250			114,009
Income tax expense		(5,994	)		(7,463	)		(24,421	)		(37,878	)
Earnings before earnings from unconsolidated affiliates		22,938			18,364			34,829			76,131
Earnings from unconsolidated affiliates		1,073			1,651			1,040			3,764
Net earnings		24,011			20,015			35,869			79,895
Net earnings attributable to noncontrolling interest		(16,342	)		(6,386	)		(8,097	)		(30,825	)
Net earnings attributable to Greenbrier	$	7,669		$	13,629		$	27,772		$	49,070
Basic earnings per common share (1)	$	0.24		$	0.42		$	0.85		$	1.50
Diluted earnings per common share (1)	$	0.23		$	0.41		$	0.83		$	1.47
Dividends declared per common share	$	0.25		$	0.27		$	0.27		$	0.79

⁽¹⁾ Quarterly amounts may not total to the year to date amount as each period is calculated discretely. Diluted EPS is calculated by including the dilutive effect, using the treasury stock method, associated with shares underlying the 2.875% Convertible notes, 2.25% Convertible notes, restricted stock units that are not considered participating securities and performance based restricted stock units subject to performance criteria, for which actual levels of performance above target have been achieved.

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Greenbrier Reports Third Quarter Results (Cont.) Page  10

THE GREENBRIER COMPANIES, INC.

SUPPLEMENTAL INFORMATION    

(In thousands, except per share amounts, unaudited)    

Operating Results by Quarter for 2019 are as follows:    

	First			Second			Third			Fourth			Total
Revenue
Manufacturing	$	471,789		$	476,019		$	681,588		$	802,103		$	2,431,499
Wheels, Repair & Parts		108,543			125,278			124,980			85,701			444,502
Leasing & Services		24,191			57,374			49,584			26,441			157,590
		604,523			658,671			856,152			914,245			3,033,591
Cost of revenue
Manufacturing		417,805			442,996			590,788			686,036			2,137,625
Wheels, Repair & Parts		100,978			118,455			119,821			81,636			420,890
Leasing & Services		13,207			43,376			38,971			13,036			108,590
		531,990			604,827			749,580			780,708			2,667,105
Margin		72,533			53,844			106,572			133,537			366,486
Selling and administrative expense		50,432			47,892			54,377			60,607			213,308
Net gain on disposition of equipment		(14,353	)		(12,102	)		(11,019	)		(3,489	)		(40,963	)
Goodwill impairment		—			—			10,025			—			10,025
Earnings from operations		36,454			18,054			53,189			76,419			184,116
Other costs
Interest and foreign exchange		4,404			9,237			9,770			7,501			30,912
Earnings before income tax and earnings (loss) from unconsolidated affiliates		32,050			8,817			43,419			68,918			153,204
Income tax expense		(9,135	)		(2,248	)		(13,008	)		(17,197	)		(41,588	)
Earnings before earnings (loss) from unconsolidated affiliates		22,915			6,569			30,411			51,721			111,616
Earnings (loss) from unconsolidated affiliates		467			(786	)		(4,564	)		(922	)		(5,805	)
Net earnings		23,382			5,783			25,847			50,799			105,811
Net earnings attributable to noncontrolling interest		(5,426	)		(3,018	)		(10,599	)		(15,692	)		(34,735	)
Net earnings attributable to Greenbrier	$	17,956		$	2,765 $			15,248		$	35,107		$	71,076
Basic earnings per common share (1)	$	0.55		$	0.08		$	0.47		$	1.08		$	2.18
Diluted earnings per common share (1)	$	0.54		$	0.08		$	0.46		$	1.06		$	2.14
Dividends declared per common share	$	0.25		$	0.25		$	0.25		$	0.25		$	1.00

⁽¹⁾ Quarterly amounts may not total to the year to date amount as each period is calculated discretely. Diluted EPS is calculated by including the dilutive effect, using the treasury stock method, associated with shares underlying the 2.875% Convertible notes, 2.25% Convertible notes, restricted stock units that are not considered participating securities and performance based restricted stock units subject to performance criteria, for which actual levels of performance above target have been achieved.

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Greenbrier Reports Third Quarter Results (Cont.) Page  11

THE GREENBRIER COMPANIES, INC.

SUPPLEMENTAL INFORMATION    

(In thousands, unaudited)    

Segment Information    

Three months ended May 31, 2020:

	Revenue								Earnings (loss) from operations
	External		Intersegment			Total			External			Intersegment			Total
Manufacturing	$	653,007	$	1,151		$	654,158		$	68,445		$	95		$	68,540
Wheels, Repair & Parts		82,024		1,527			83,551			3,785			(393	)		3,392
Leasing & Services		27,526		14,841			42,367			11,837			14,454			26,291
Eliminations		—		(17,519	)		(17,519	)		—			(14,156	)		(14,156	)
Corporate		—		—			—			(17,255	)		—			(17,255	)
	$	762,557	$	—		$	762,557		$	66,812		$	—		$	66,812
Three months ended February 29, 2020:
	Revenue								Earnings (loss) from operations
	External		Intersegment			Total			External			Intersegment			Total
Manufacturing	$	489,943	$	21		$	489,964		$	46,105		$	1		$	46,106
Wheels, Repair & Parts		91,225		5,133			96,358			3,320			(168	)		3,152
Leasing & Services		42,680		15,240			57,920			12,793			14,384			27,177
Eliminations		—		(20,394	)		(20,394	)		—			(14,217	)		(14,217	)
Corporate		—		—			—			(23,782	)		—			(23,782	)
	$	623,848	$	—		$	623,848		$	38,436		$	—		$	38,436

	Total assets
	May 31, 2020		February 29, 2020
Manufacturing	$	1,441,052	$	1,535,118
Wheels, Repair & Parts		296,888		314,069
Leasing & Services		777,523		897,745
Unallocated		763,568		200,728
	$	3,279,031	$	2,947,660

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Greenbrier Reports Third Quarter Results (Cont.) Page  12

THE GREENBRIER COMPANIES, INC.

SUPPLEMENTAL INFORMATION    

(In thousands, except per share amounts, unaudited)    

Reconciliation of common shares outstanding    

The shares used in the computation of the Company’s basic and diluted earnings per common share are reconciled as follows:    

	Three Months Ended
	May 31, 2020		February 29, 2020
Weighted average basic common shares outstanding (1)		32,690		32,661
Dilutive effect of convertible notes (2)		—		—
Dilutive effect of restricted stock units (3)		788		821
Weighted average diluted common shares outstanding		33,478		33,482

⁽¹⁾  Restricted stock grants and restricted stock units that are considered participating securities, including some grants subject to certain performance criteria, are included in weighted average basic common shares outstanding when the Company is in a net earnings position.

⁽²⁾  The dilutive effect of the 2.875% Convertible notes issued in February 2017 and the 2.25% Convertible notes issued in July 2019 were excluded for the periods in which they were outstanding as the average stock price was less than the applicable conversion price and therefore was anti-dilutive.

⁽³⁾  Restricted stock units that are not considered participating securities and restricted stock units subject to performance criteria, for which actual levels of performance above target have been achieved, are included in weighted average diluted common shares outstanding when the Company is in a net earnings position.

Reconciliation of Net earnings attributable to Greenbrier to Adjusted net earnings attributable to Greenbrier

	Three Months Ended
	May 31, 2020		February 29, 2020
Net earnings attributable to Greenbrier	$	27,772	$	13,629
ARI integration related costs, net of tax (1)		2,539		1,665
Severance expense, net of tax (2)		4,803		—
Adjusted net earnings attributable to Greenbrier	$	35,114	$	15,294

⁽¹⁾  Net of tax of $813 and $677, respectively.

⁽²⁾  Net of tax of $1,538.

Reconciliation of Diluted earnings per share to Adjusted diluted earnings per share

	Three Months Ended
	May 31, 2020		February 29, 2020
Diluted earnings per share	$	0.83	$	0.41
ARI integration related costs, net of tax		0.08		0.05
Severance expense, net of tax		0.14		—
Adjusted diluted earnings per share	$	1.05	$	0.46

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Greenbrier Reports Third Quarter Results (Cont.) Page  13

“SAFE HARBOR” STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: This press release may contain forward-looking statements, including any statements that are not purely statements of historical fact. Greenbrier uses words, and variations of words, such as “achieve,” “allow,” “believe,” “bolster,” “continue,” “estimates,” “exceed,” “is,” “maintain,” “may,” “plans,” “potential,” “should,” “succeed,” “support,” “target,” “will,” “can,” “well-positioned,” and similar expressions to identify forward-looking statements. These forward-looking statements include, without limitation, statements about future liquidity; positioning to compete and succeed; targeting available capital; as well as other information regarding future performance and strategies and appear throughout this press release including in the headlines and the sections “Third Quarter Highlights” and “Business Update.” These forward-looking statements are not guarantees of future performance and are subject to certain risks and uncertainties that could cause actual results to differ materially from the results contemplated by the forward-looking statements.

Factors that might cause such a difference include, but are not limited to, the COVID-19 coronavirus pandemic and the governmental reaction to COVID-19 and the related significant global decline in general economic activity having a materially negative impact on our business, liquidity and financial position, results of operations, stock price, and our ability to convert backlog to revenue; our inability to increase our liquidity and borrowing base as we anticipate or being delayed in doing so; inability to implement cost savings in the amounts or timelines that we have planned; the cyclical nature of our business, economic downturns and a rising interest rate environment; changes in our product mix due to shifts in demand or fluctuations in commodity and energy prices; a decline in performance or demand of the rail freight industry; an oversupply or increase in efficiency in the rail freight industry; difficulty integrating acquired businesses or joint ventures; inability to convert backlog to future revenues; risks related to our operations outside of the U.S., including anti-bribery violations; governmental policy changes impacting international trade and corporate tax; the loss of or reduction of business from one or more of our limited number of customers; inability to lease railcars at satisfactory rates, or realize expected residual values on sale of railcars at the end of a lease; shortages of skilled labor, increased labor costs, or failure to maintain good relations with our workforce; equipment failures, technological failures, costs and inefficiencies associated with changing of production lines, or transfer of production between facilities; inability to compete successfully; suitable joint ventures, acquisition opportunities and new business endeavors may not be identified or concluded; inability to complete capital expenditure projects efficiently, or to cause capital expenditure projects to operate as anticipated; inability to design or manufacture products or technologies, or to achieve timely certification or market acceptance of new products or technologies; unsuccessful relationships with our joint venture partners; environmental liabilities, including the Portland Harbor Superfund Site; the timing of our asset sales and related revenue recognition may result in comparisons between fiscal periods not being accurate indicators of future performance; attrition within our management team or unsuccessful succession planning for members of our senior management team and other key employees who are at or nearing retirement age; changes in the credit markets and the financial services industry; volatility in the global financial markets; our actual results differing from our announced expectations; fluctuations in the availability and price of energy, freight transportation, steel and other raw materials; inability to procure specialty components or services on commercially reasonable terms or on a timely basis from a limited number of suppliers; our existing indebtedness may limit our ability to borrow additional amounts in the future, may expose us to increasing interest rates, and may expose us to a material adverse effect on our business if we are unable to service our debt or obtain additional financing; train derailments or other accidents or claims; changes in or failure to comply with legal and regulatory requirements; an adverse outcome in any pending or future litigation or investigation; potential misconduct by employees; labor strikes or work stoppages; the volatility of our stock price; dilution to investors resulting from raising additional capital or due to other reasons; product and service warranty claims; misuse of our products by third parties; write-downs of goodwill or intangibles in future periods; conversion at our option of our outstanding convertible notes resulting in dilution to our then-current stockholders; as a holding company with no operations, our reliance on our subsidiaries and joint ventures and their ability to make distributions to us; our governing documents, the terms of our convertible notes, and Oregon law could make a change of control or acquisition of our business by a third party difficult; the discretion of our Board of Directors to pay or not pay dividends on our common stock; fluctuations in foreign currency exchange rates; inability to raise additional capital to operate our business and achieve our business objectives; shareholder activism could cause us to incur significance expense, impact our stock price, and hinder execution of our business strategy; cybersecurity risks; updates or changes to our information technology systems resulting in problems; inability to protect our intellectual property and prevent its improper use by third parties; claims by third parties that our

# # #

Greenbrier Reports Third Quarter Results (Cont.) Page  14

products or services infringe their intellectual property rights; liability for physical damage, business interruption or product liability claims that exceed our insurance coverage; inability to procure adequate insurance on a cost-effective basis; changes in accounting standards or inaccurate estimates or assumptions in the application of accounting policies; fires, natural disasters, severe weather conditions or public health crises; unusual weather conditions which reduce demand for our wheel-related parts and repair services; business, regulatory, and legal developments regarding climate change which may affect the demand for our products or the ability of our critical suppliers to meet our needs; repercussions from terrorist activities or armed conflict; unanticipated changes in our tax provisions or exposure to additional income tax liabilities; the inability of certain of our customers to utilize tax benefits or tax credits; and suspension or termination of our share repurchase program. More information on these risks and other potential factors that could cause our results to differ from our forward-looking statements is included in the Company’s filings with the SEC, including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s most recently filed periodic reports on Form 10-K and subsequent Form 10-Q filings. Except as otherwise required by law, the Company assumes no obligation to update any forward-looking statements or information, which speak as of their respective dates. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date hereof.

Adjusted Financial Metric Definitions

Adjusted EBITDA, Adjusted net earnings attributable to Greenbrier and Adjusted diluted EPS are not financial measures under generally accepted accounting principles (GAAP). These metrics are performance measurement tools used by rail supply companies and Greenbrier. You should not consider these metrics in isolation or as a substitute for other financial statement data determined in accordance with GAAP. In addition, because these metrics are not a measure of financial performance under GAAP and are susceptible to varying calculations, the measures presented may differ from and may not be comparable to similarly titled measures used by other companies.

We define Adjusted EBITDA as Net earnings before Interest and foreign exchange, Income tax expense, Depreciation and amortization and excluding the impact associated with items we do not believe are indicative of our core business or which affect comparability. We believe the presentation of Adjusted EBITDA provides useful information as it excludes the impact of financing, foreign exchange, income taxes and the accounting effects of capital spending. These items may vary for different companies for reasons unrelated to the overall operating performance of a company’s core business. We believe this assists in comparing our performance across reporting periods.

Adjusted net earnings attributable to Greenbrier and Adjusted diluted EPS excludes the impact associated with items we do not believe are indicative of our core business or which affect comparability. We believe this assists in comparing our performance across reporting periods.

# # #

EX-99.2

Exhibit 99.2

News Release
One Centerpointe Drive, Suite 200, Lake Oswego, Oregon 97035 503-684-7000	www.gbrx.com

For release: July 10, 2020, 6:00 a.m. EDT Contact: Jack Isselmann, Media Relations Justin Roberts, Investor Relations 503-684-7000

Greenbrier Chairman and CEO to remain through pandemic crisis;

sets retirement date

Lake Oswego, Oregon, July 10, 2020 – The Board of Directors of The Greenbrier Companies, Inc. (NYSE: GBX) (“Greenbrier”), a leading international supplier of equipment and services to global freight transportation markets announced today that Chairman and CEO Bill Furman has agreed to continue in his current position for up to two more years, retiring in 2022. As part of the company’s ongoing succession planning process, Furman will retire from all executive offices in September 2022.

The Board took this and the related actions described below to ensure the continuity of an experienced leadership team for two more fiscal years through its fiscal 2022. These actions also provide for effective succession and management transitions, along with continued development of Greenbrier’s executive talent pipeline. The current COVID-19 crisis and accompanying environment of economic uncertainty requires an experienced industry and management team to lead Greenbrier through extraordinary times. All key executives at Greenbrier have an ongoing commitment to leadership development and succession planning. Effective management through the pandemic and the current economic uncertainty is the company’s most pressing priority.

As part of an amended agreement signed this week, Furman volunteered to continue in his role with reduced total compensation and to extend the current voluntary reduction of his base pay. Also, Furman agreed to forgo any annual performance-based bonuses for Fiscal 2020 and Fiscal 2021 in the form of cash and instead will receive company stock. Furman receives no stock or cash compensation awards in connection with his revised agreement. He will be eligible for equity grants in the normal course of annual equity compensation programs. The release of Furman’s equity grants will be heavily weighted toward achieving company performance metrics along with goals tied to CEO succession. For further details related to the agreement, see the company’s current report on Form 8-K.

On May 15, Furman increased his personal stock ownership in Greenbrier with a purchase of 100,000 shares at a total cost of $1.6 million. Including restricted stock units (RSUs) releasable at target performance, Furman now holds over 600,000 shares or RSUs.

“In my opinion, Greenbrier’s share price is undervalued,” stated Furman. “We have strongly advanced our strategic market and product position over the past 18 months in North America and have done the same on three other continents. I look forward to working with our Board and key executives through this period of uncertainty to continue to build Greenbrier’s strength and industry leadership for the future. I expect stronger financial performance as the impact of COVID-19 lessens and the economy improves over time, allowing the market dynamics in our industry to normalize.”

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At Furman’s recommendation, the Compensation Committee of the Board awarded a special one-time stock grant to President and Chief Operating Officer, Lorie Tekorius. She stepped into her new role last year with no base salary increase while taking on greatly increased responsibilities during unprecedented times.

Furman said, “Lorie has performed extremely well, both in operating and commercial leadership, and in leading our teams responding to the COVID-19 crisis. Greenbrier has accomplished immediate, targeted reductions in costs, and has carried out aggressive liquidity management and appropriate business strategies. One third of Lorie’s stock will be tied to specific business goals to be executed within 12 months and the remainder will vest ratably on the two- and three-year anniversaries of her grant.”

About Greenbrier

Greenbrier, headquartered in Lake Oswego, Oregon, is a leading international supplier of equipment and services to global freight transportation markets. Greenbrier designs, builds and markets freight railcars and marine barges in North America. Greenbrier Europe is an end-to-end freight railcar manufacturing, engineering and repair business with operations in Poland, Romania and Turkey that serves customers across Europe and in the nations of the Gulf Cooperation Council. Greenbrier builds freight railcars and rail castings in Brazil through two separate strategic partnerships. We are a leading provider of freight railcar wheel services, parts, repair, refurbishment and retrofitting services in North America through our wheels, repair & parts business unit. Greenbrier offers railcar management, regulatory compliance services and leasing services to railroads and related transportation industries in North America. Through unconsolidated joint ventures, we produce industrial and rail castings and other components. Greenbrier owns a lease fleet of 8,800 railcars and performs management services for 391,000 railcars. Learn more about Greenbrier at www.gbrx.com.

“SAFE HARBOR” STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: This press release may contain forward-looking statements, including any statements that are not purely statements of historical fact. Greenbrier uses words, and variations of words, such as “allow,” “continue,” “ensure,” “expect,” “have,” “is,” “plan,” “provide,” “target,” “will,” and similar expressions to identify forward-looking statements. These forward-looking statements include, without limitation, statements about succession management as well as other information regarding future performance and strategies and appear throughout this press release. These forward-looking statements are not guarantees of future performance and are subject to certain risks and uncertainties that could cause actual results to differ materially from the results contemplated by the forward-looking statements.

Factors that might cause such a difference include, but are not limited to, the COVID-19 coronavirus pandemic, the governmental reaction to COVID-19 and the related significant global decline in general economic activity having a materially negative impact on our business, liquidity and financial position, results of operations, stock price, and our ability to convert backlog to revenue; our inability to increase our liquidity and borrowing base as we anticipate or being delayed in doing so; inability to implement cost savings in the amounts or timelines that we have planned; the cyclical nature of our business, economic downturns and a rising interest rate environment; changes in our product mix due to shifts in demand or fluctuations in commodity and energy prices; a decline in performance or demand of the rail freight industry; an oversupply or increase in efficiency in the rail freight industry; difficulty integrating acquired businesses or joint ventures; inability to convert backlog to future revenues; risks related to our operations outside of the U.S., including anti-bribery violations; governmental policy changes impacting international trade and corporate tax; the loss of or reduction of business from one or more of our limited number of customers; inability to lease railcars

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Greenbrier Chairman & CEO continues until September 2022 (Cont.) Page  3

at satisfactory rates, or realize expected residual values on sale of railcars at the end of a lease; shortages of skilled labor, increased labor costs, or failure to maintain good relations with our workforce; equipment failures, technological failures, costs and inefficiencies associated with changing of production lines, or transfer of production between facilities; inability to compete successfully; suitable joint ventures, acquisition opportunities and new business endeavors may not be identified or concluded; inability to complete capital expenditure projects efficiently, or to cause capital expenditure projects to operate as anticipated; inability to design or manufacture products or technologies, or to achieve timely certification or market acceptance of new products or technologies; unsuccessful relationships with our joint venture partners; environmental liabilities, including the Portland Harbor Superfund Site; the timing of our asset sales and related revenue recognition may result in comparisons between fiscal periods not being accurate indicators of future performance; attrition within our management team or unsuccessful succession planning for members of our senior management team and other key employees who are at or nearing retirement age; changes in the credit markets and the financial services industry; volatility in the global financial markets; our actual results differing from our announced expectations; fluctuations in the availability and price of energy, freight transportation, steel and other raw materials; inability to procure specialty components or services on commercially reasonable terms or on a timely basis from a limited number of suppliers; our existing indebtedness may limit our ability to borrow additional amounts in the future, may expose us to increasing interest rates, and may expose us to a material adverse effect on our business if we are unable to service our debt or obtain additional financing; train derailments or other accidents or claims; changes in or failure to comply with legal and regulatory requirements; an adverse outcome in any pending or future litigation or investigation; potential misconduct by employees; labor strikes or work stoppages; the volatility of our stock price; dilution to investors resulting from raising additional capital or due to other reasons; product and service warranty claims; misuse of our products by third parties; write-downs of goodwill or intangibles in future periods; conversion at our option of our outstanding convertible notes resulting in dilution to our then-current stockholders; as a holding company with no operations, our reliance on our subsidiaries and joint ventures and their ability to make distributions to us; our governing documents, the terms of our convertible notes, and Oregon law could make a change of control or acquisition of our business by a third party difficult; the discretion of our Board of Directors to pay or not pay dividends on our common stock; fluctuations in foreign currency exchange rates; inability to raise additional capital to operate our business and achieve our business objectives; shareholder activism could cause us to incur significance expense, impact our stock price, and hinder execution of our business strategy; cybersecurity risks; updates or changes to our information technology systems resulting in problems; inability to protect our intellectual property and prevent its improper use by third parties; claims by third parties that our products or services infringe their intellectual property rights; liability for physical damage, business interruption or product liability claims that exceed our insurance coverage; inability to procure adequate insurance on a cost-effective basis; changes in accounting standards or inaccurate estimates or assumptions in the application of accounting policies; fires, natural disasters, severe weather conditions or public health crises; unusual weather conditions which reduce demand for our wheel-related parts and repair services; business, regulatory, and legal developments regarding climate change which may affect the demand for our products or the ability of our critical suppliers to meet our needs; repercussions from terrorist activities or armed conflict; unanticipated changes in our tax provisions or exposure to additional income tax liabilities; the inability of certain of our customers to utilize tax benefits or tax credits; and suspension or termination of our share repurchase program. More information on these risks and other potential factors that could cause our results to differ from our forward-looking statements is included in the Company’s filings with the SEC, including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s most recently filed periodic reports on Form 10-K and subsequent Form 10-Q filings. Except as otherwise required by law, the Company assumes no obligation to update any forward-looking statements or information, which speak as of their respective dates. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date hereof.

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XML

Document and Entity Information	Jul. 06, 2020
Cover [Abstract]
Entity Registrant Name	GREENBRIER COMPANIES INC
Amendment Flag	false
Entity Central Index Key	0000923120
Document Type	8-K
Document Period End Date	Jul. 06, 2020
Entity Incorporation State Country Code	OR
Entity File Number	001-13146
Entity Tax Identification Number	93-0816972
Entity Address, Address Line One	One Centerpointe Drive
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Lake Oswego
Entity Address, State or Province	OR
Entity Address, Postal Zip Code	97035
City Area Code	(503)
Local Phone Number	684-7000
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Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock without par value
Trading Symbol	GBX
Security Exchange Name	NYSE
Entity Emerging Growth Company	false