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) October 21, 2021

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 October 26, 2021, The Greenbrier Companies, Inc. (“Greenbrier” or the “Company”) issued a press release reporting the Company’s results of operations for the twelve months ended August 31, 2021. A copy of such release is furnished herewith as Exhibit 99.1 and is incorporated into this Item 2.02 by reference.

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

On October 21, 2021, the Board of Directors (the “Board”) of the Company accepted the recommendation of William A. Furman, Chairman of the Board and Chief Executive Officer of the Company, to confirm Lorie L. Tekorius as Mr. Furman’s successor as Chief Executive Officer of the Company. The Company previously announced that Mr. Furman would retire from all executive offices effective September 1, 2022.

Effective as of March 1, 2022, the Board appointed Ms. Tekorius as the Company’s President and Chief Executive Officer. At such time, the Board’s appointment of Mr. Furman to the office of Executive Chairman of the Company will also take effect. During his term as Executive Chairman, Mr. Furman will continue to serve as the principal executive officer of the Company.

Ms. Tekorius, 54, currently serves as the Company’s President and Chief Operating Officer. Ms. Tekorius has served as the Company’s Chief Operating Officer since August 2018 and was promoted to President in August 2019. 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.

There are no arrangements or understandings between Ms. Tekorius and any other persons pursuant to which she was selected as the Company’s Chief Executive Officer There are also no family relationships between Ms. Tekorius and any director or executive officer of the Company, and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

A copy of the press release issued by the Company on October 26, 2021 reporting the matters disclosed in this Item 5.02 is filed herewith as Exhibit 99.2 and is incorporated by reference into this Item 5.02.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On October 21, 2021, the Board approved an amendment to the Company’s Bylaws to establish the office of Executive Chairman. The amendment will be effective on March 1, 2022. A copy of the Amendment to the Bylaws of the Company is attached as Exhibit 3.1 and is incorporated into this Item 5.03 by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
3.1	Amendment to Bylaws of The Greenbrier Companies, Inc.
99.1	Press Release dated October 26, 2021 of The Greenbrier Companies, Inc. reporting the Company’s results of operations for the twelve months ended August 31, 2021.
99.2	Press Release dated October 26, 2021 of The Greenbrier Companies, Inc. announcing CEO transition.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 thereunto duly authorized.

	THE GREENBRIER COMPANIES, INC.
Date: October 26, 2021	By:	/s/ Adrian J. Downes
		Adrian J. Downes
		Senior Vice President, Chief Financial Officer and Chief Accounting Officer

EX-3.1

Exhibit 3.1

Exhibit 3.1

to Current Report on Form 8-K

of The Greenbrier Companies, Inc.

Filed with the Securities and Exchange Commission

On October 26, 2021

The Amended and Restated Bylaws of The Greenbrier Companies, Inc. are amended as follows effective March 1, 2022:

1. Article IV, Section 2(a) is hereby deleted in its entirety and replaced with the following:

“ (a) Executive Chairman of the Board of Directors. The Executive Chairman of the Board of Directors shall preside at meetings of the Board of Directors and shall perform such additional duties and have such additional powers as the Board of Directors may designate from time to time. The Executive Chairman shall be the principal executive officer of the corporation. The Executive Chairman shall, subject to the control of the Board of Directors, have general supervision of the business of the corporation, shall be responsible for preparing the agenda for all meetings of the Board of Directors and of the shareholders, and shall perform other duties commonly incident to his or her office. The Executive Chairman shall preside at all meetings of the shareholders. The Executive Chairman shall have the power, either in person or by proxy, to vote all voting securities held by the corporation of any other corporation or entity, and to execute, on behalf of the corporation, such agreements, contracts and instruments, including, without limitation, negotiable instruments, as shall be necessary or appropriate in furtherance of the conduct of the corporation’s normal business activities. The Executive Chairman shall also perform such other duties and have such other powers as the Board of Directors may designate from time to time.”

Article IV, Sections 2(b) and (c) are hereby deleted in their entirety and replaced with the following:

“(b) President and Chief Executive Officer. The President and Chief Executive Officer shall report to the Executive Chairman. In the absence of the Executive Chairman or his or her inability to act, the President and Chief Executive Officer, if any, shall, subject to the control of the Board of Directors, perform all duties of the Executive Chairman and when so acting shall have all the power of, and be subject to all restrictions upon, the Executive Chairman. The President and Chief Executive Officer shall perform other duties commonly incident to their office and shall also perform such other duties and have such other powers as the Executive Chairman shall designate from time to time.”

EX-99.1

		Exhibit 99.1
News Release
One Centerpointe Drive, Suite 200, Lake Oswego, Oregon 97035 503-684-7000		www.gbrx.com
For release: October 26, 2021 6:00 a.m. EDT	Contact:	Lorie Tekorius, Investor Relations
		Justin Roberts, Investor Relations Ph: 503-684-7000

Greenbrier Reports Fourth Quarter and Fiscal Year Results

Greenbrier Board designates next CEO and sets transition timeline

Orders for 6,700 new railcars valued at $665 million - book-to-bill of 1.5x in the quarter

Generated over $80 million of operating cash flow in the quarter

Lake Oswego, Oregon, October 26, 2021 – 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 fourth fiscal quarter and year ended August 31, 2021.

Today, Greenbrier separately announced the appointment of Lorie Tekorius as the Company’s next CEO and President, effective March 1, 2022. Bill Furman will step into the newly created position of Executive Chair on the same date, and as earlier announced, will retire in September 2022, while remaining a member of the Board of Directors into 2024.

Fourth Quarter Highlights

• New railcar orders for 6,700 units valued at $665 million and deliveries of 4,500 units, resulted in a 1.5x book-to-bill, the third consecutive quarter with a book-to-bill over 1.0x.

• Diversified new railcar backlog as of August 31, 2021 was 26,600 units with an estimated value of $2.8 billion.

• Ended the quarter with liquidity of $835 million, including $647 million in cash and $188 million of available borrowing capacity.

• Operating cash flow exceeded $80 million.

• Net earnings attributable to Greenbrier for the quarter were $32 million, or $0.95 per diluted share, on revenue of nearly $600 million. Net earnings included $1.2 million ($0.03 per share), of loss on extinguishment of debt, net of tax.

• Adjusted net earnings attributable to Greenbrier were $33 million, or $0.98 per diluted share, and EBITDA for the quarter was $70 million.

• Contributed nearly $70 million of assets into GBX Leasing. GBX Leasing is funded with a combination of equity and non-recourse debt. It is consolidated in Greenbrier’s financial statements; see supplemental information in this release.

• Board declares a quarterly dividend of $0.27 per share, payable on December 2, 2021 to shareholders of record as of November 11, 2021 representing Greenbrier’s 30^th consecutive quarterly dividend.

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Greenbrier Reports Fourth Quarter and 2021 Fiscal Year Results (Cont.) Page 2

Fiscal Year 2021 Highlights

• Diversified new railcar orders of 17,200 units valued at $1.8 billion and deliveries of 13,000 units resulted in 1.3x book-to-bill.

• COVID-19 related expenses for the year totaled nearly $10 million (pre-tax).

• Net earnings attributable to Greenbrier for the year were $32 million, or $0.96 per diluted share, on revenue of $1.7 billion. Net earnings included $5 million ($0.14 per share), of loss on extinguishment of debt, net of tax, associated with refinancing of the Company’s debt.

• Completed nearly $1.5 billion of debt refinancing effectively doubling the maturity profile of Greenbrier’s debt.

• Adjusted net earnings attributable to Greenbrier were $37 million, or $1.10 per diluted share, excluding the loss on extinguishment of debt.

• GBX Leasing was formed in April 2021 to create stable, tax-advantaged cash flows. Nearly $200 million of railcars were contributed in fiscal 2021 which were levered 3:1 utilizing a $300 million non-recourse warehouse credit facility secured at formation. Subsequent to year end, Greenbrier acquired a portfolio of 3,600 railcars, accelerating its enhanced railcar leasing strategy.

• Under a provision of the CARES Act, Greenbrier invested in our lease fleets which created net operating losses for tax purposes that were carried back to prior years with higher federal tax rates. This activity resulted in tax benefits that generated $1.09 per diluted share of earnings over the course of fiscal 2021.

• EBITDA was $145 million, or 8.3% of revenue.

William A. Furman, Chairman & CEO commented, “Greenbrier continued to build momentum during our fourth fiscal quarter as the recovery in the North American railcar market progresses. We achieved our fifth sequential quarterly increase in new orders during the quarter with new orders totaling 6,700 units valued at $665 million. Greenbrier also completed a comprehensive $1.5 billion refinancing plan that extended maturities into 2026 and beyond. Combined with the $300 million GBX Leasing warehouse credit facility, Greenbrier completed $1.8 billion of financings in fiscal 2021. Our strong financial position and $2.8 billion backlog supports Greenbrier’s proven ability to adjust production capacity in response to growing demand. It also uniquely positions Greenbrier to participate meaningfully in the post-pandemic recovery. Momentum continues to build in our international markets with approximately 30% of our backlog for delivery in Europe and Brazil.”

Furman added, “Our strategic focus remains unchanged as we enter fiscal 2022, particularly given challenges brought about by inflationary pressures, labor shortages and supply chain issues. The market recovery will not be linear, and for this reason, we are pleased to have recently increased the scale of our lease fleet through our GBX Leasing joint venture. Our lease fleet investment provides Greenbrier tax-advantaged cash flows and reduces our exposure to the inherent cyclicality of freight transportation equipment manufacturing. All factors considered, Greenbrier is extremely well-positioned to continue to grow and deliver value to our shareholders.”

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Greenbrier Reports Fourth Quarter and 2021 Fiscal Year Results (Cont.) Page 3

Business Update & Outlook

Greenbrier’s strategy during the fourth fiscal quarter produced strong operating performance while balancing economic and labor volatility. Since March 2020, Greenbrier has practiced disciplined management to meet the challenges created by the COVID-19 pandemic. Greenbrier’s near-term strategic focus continues to be:

1. Maintain a strong liquidity base and balance sheet.

2. Navigate the COVID-19 pandemic and economic crisis by safely operating our factories while generating cash.

3. Prepare for economic recovery and forward momentum in our markets. Greenbrier is well-positioned to navigate the challenges of increasing production rates safely, while ensuring labor and supply chain continuity.

Based on current trends and production schedules, Greenbrier expects:

• Deliveries will be 16,000 – 18,000 units including approximately 1,500 units in Greenbrier-Maxion (Brazil).

• Selling & administrative expense to be $200 - $210 million.

• Capital expenditures will consist of $275 million in Leasing & Service, $55 million in Manufacturing and $10 million in Wheels, Repair & Parts.

We will provide additional operating color during the earnings call.

Financial Summary

	Q4 FY21	Q3 FY21	Sequential Comparison – Main Drivers
Revenue	$599.2M	$450.1M	46% higher deliveries reflecting increased production levels and syndication activity
Gross margin	16.4%	16.7%	Strong operating performance reflects increased production rates and syndication activity in Manufacturing, and lease modification fees while the prior quarter benefited from favorable international warranty resolution
Selling and administrative	$55.4M	$49.2M	Increased employee-related costs including performance-based compensation expense
EBITDA	$70.4M	$52.9M	Higher operating earnings reflecting increased deliveries; See reconciliation on page 12
Net earnings attributable to noncontrolling interest	($3.9M)	($0.3M)	Increased operating activity at GIMSA joint venture
Adjusted net earnings attributable to Greenbrier	$32.9M(1)	$23.3M(2)	Primarily from increased deliveries and tax benefit from the CARES Act
Adjusted diluted EPS	$0.98(1)	$0.69(2)

⁽¹⁾  Excludes $1.2 million ($0.03 per share), net of tax, of loss on debt extinguishment.

⁽²⁾  Excludes $3.6 million ($0.10 per share), net of tax, of loss on debt extinguishment.

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Greenbrier Reports Fourth Quarter and 2021 Fiscal Year Results (Cont.) Page 4

Segment Summary

	Q4 FY21	Q3 FY21	Sequential Comparison – Main Drivers
Manufacturing
Revenue	$477.2M	$341.9M	Higher deliveries including increased syndication activity
Gross margin	13.2%	14.5%	Strong operating performance and increased syndication activity while prior quarter benefited from a favorable warranty resolution
Operating margin (1)	9.1%	9.2%
Deliveries (2)	4,100	2,800	Higher production rates and increased syndication activity
Wheels, Repair & Parts
Revenue	$80.3M	$80.9M	Lower volumes partially offset by higher scrap revenue
Gross margin	4.0%	8.9%	Repair operations negatively impacted by labor shortages and inventory adjustments
Operating margin (1)	0.1%	5.2%
Leasing & Services (including GBX Leasing)
Revenue	$41.7M	$27.3M	Revenue and margin reflect higher interim rent and the benefit of lease modification fees
Gross margin	76.2%	67.6%
Operating margin (1) (3)	61.0%	44.9%
Fleet utilization	94.1%	93.8%

⁽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 loss (gain) on disposition of equipment, which is excluded from gross margin.

Conference Call

Greenbrier will host a teleconference to discuss its fourth quarter 2021 results. In conjunction with this news release, Greenbrier has posted a supplemental earnings presentation to our website. Teleconference details are as follows:

• October 26, 2021

• 8:00 a.m. Pacific Daylight Time

• Phone: 1-888-317-6003 (Toll Free) 1-412-317-6061 (International), Entry Number “1560183”

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

Please access the site 10-15 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. Through its wholly-owned subsidiaries and joint ventures, Greenbrier designs, builds and markets freight railcars and marine barges in North America, Europe and Brazil. We are a leading provider of freight railcar wheel services, parts, maintenance and retrofitting services in North America through our rail services business unit. Greenbrier manages 444,000 railcars and offers railcar management, regulatory compliance services and leasing services to railroads and other railcars owners in North America. GBX Leasing (GBXL) is a special purpose subsidiary that owns and manages a portfolio of leased railcars that originate primarily from Greenbrier’s manufacturing operations. As of September 30, 2021, GBXL and Greenbrier own a lease fleet of nearly 12,500 railcars. Learn more about Greenbrier at www.gbrx.com.

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Greenbrier Reports Fourth Quarter and 2021 Fiscal Year Results (Cont.)	Page 5
	THE GREENBRIER COMPANIES, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, unaudited)

	August 31, 2021		May 31, 2021		February 28, 2021		November 30, 2020		August 31, 2020
Assets
Cash and cash equivalents	$	646,769	$	628,200	$	593,499	$	724,547	$	833,745
Restricted cash		24,627		8,689		8,614		8,547		8,342
Accounts receivable, net		306,407		274,792		236,171		216,220		230,488
Income tax receivable		112,135		75,135		62,103		24,448		9,109
Inventories		573,594		553,137		522,984		490,282		529,529
Leased railcars for syndication		51,647		154,017		109,287		51,087		107,671
Equipment on operating leases, net		609,812		446,888		445,451		445,542		350,442
Property, plant and equipment, net		670,221		676,010		687,468		696,333		711,524
Investment in unconsolidated affiliates		79,898		79,420		70,820		72,254		72,354
Intangibles and other assets, net		183,448		180,829		190,283		186,509		190,322
Goodwill		132,110		133,050		132,685		130,315		130,308
	$	3,390,668	$	3,210,167	$	3,059,365	$	3,046,084	$	3,173,834
Liabilities and Equity
Revolving notes	$	372,176	$	325,150	$	275,839	$	276,248	$	351,526
Accounts payable and accrued liabilities		569,805		480,373		448,571		434,138		463,880
Deferred income taxes		73,249		44,900		24,798		10,120		7,701
Deferred revenue		42,797		43,676		42,572		36,916		42,467
Notes payable, net		826,506		835,027		793,189		797,089		804,088
Contingently redeemable noncontrolling interest		29,708		30,323		30,037		30,711		31,117
Total equity – Greenbrier		1,307,748		1,286,763		1,268,502		1,280,407		1,293,043
Noncontrolling interest		168,679		163,955		175,857		180,455		180,012
Total equity		1,476,427		1,450,718		1,444,359		1,460,862		1,473,055
	$	3,390,668	$	3,210,167	$	3,059,365	$	3,046,084	$	3,173,834

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Greenbrier Reports Fourth Quarter and 2021 Fiscal Year Results (Cont.)	Page 6
	THE GREENBRIER COMPANIES, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts, unaudited)

	Years Ended August 31,
	2021			2020			2019
Revenue
Manufacturing	$	1,329,987		$	2,349,971		$	2,431,499
Wheels, Repair & Parts		298,330			324,670			444,502
Leasing & Services		119,664			117,548			157,590
		1,747,981			2,792,189			3,033,591
Cost of revenue
Manufacturing		1,189,246			2,065,169			2,137,625
Wheels, Repair & Parts		280,391			302,189			420,890
Leasing & Services		46,737			71,700			108,590
		1,516,374			2,439,058			2,667,105
Margin		231,607			353,131			366,486
Selling and administrative expense		191,813			204,706			213,308
Net gain on disposition of equipment		(1,176	)		(20,004	)		(40,963	)
Goodwill impairment		—			—			10,025
Earnings from operations		40,970			168,429			184,116
Other costs
Interest and foreign exchange		43,263			43,619			30,912
Net loss on extinguishment of debt		6,287			—			—
Earnings (loss) before income tax and earnings (loss) from unconsolidated affiliates		(8,580	)		124,810			153,204
Income tax benefit (expense)		40,223			(40,184	)		(41,588	)
Earnings before earnings (loss) from unconsolidated affiliates		31,643			84,626			111,616
Earnings (loss) from unconsolidated affiliates		3,491			2,960			(5,805	)
Net earnings		35,134			87,586			105,811
Net earnings attributable to noncontrolling interest		(2,657	)		(38,619	)		(34,735	)
Net earnings attributable to Greenbrier	$	32,477		$	48,967		$	71,076
Basic earnings per common share:	$	0.99		$	1.50		$	2.18
Diluted earnings per common share:	$	0.96		$	1.46		$	2.14
Weighted average common shares:
Basic		32,648			32,670			32,615
Diluted		33,665			33,441			33,165
Dividends per common share	$	1.08		$	1.06		$	1.00

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Greenbrier Reports Fourth Quarter and 2021 Fiscal Year Results (Cont.)	Page 7
	THE GREENBRIER COMPANIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, unaudited)

	Years Ended August 31,
	2021			2020			2019
Cash flows from operating activities
Net earnings	$	35,134		$	87,586		$	105,811
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
Deferred income taxes		51,100			(9,489	)		(20,225	)
Depreciation and amortization		100,717			109,850			83,731
Net gain on disposition of equipment		(1,176	)		(20,004	)		(40,963	)
Accretion of debt discount		7,075			5,504			4,458
Stock based compensation expense		14,704			8,997			11,153
Net loss on extinguishment of debt		6,287			—			—
Noncontrolling interest adjustments		2,259			1,436			7,402
Goodwill impairment		—			—			10,025
Other		2,363			1,142			145
Decrease (increase) in assets:
Accounts receivable, net		(82,117	)		144,435			13,022
Income tax receivable		(103,026	)		(9,109	)		—
Inventories		(166,488	)		166,607			(143,168	)
Leased railcars for syndication		(11,904	)		(12,942	)		(96,110	)
Other assets		(5,813	)		(64,995	)		6,843
Increase (decrease) in liabilities:
Accounts payable and accrued liabilities		109,922			(108,837	)		55,910
Deferred revenue		438			(27,920	)		(19,275	)
Net cash provided by (used in) operating activities		(40,525	)		272,261			(21,241	)
Cash flows from investing activities
Acquisitions, net of cash acquired		—			—			(361,878	)
Proceeds from sales of assets		15,927			83,484			125,427
Capital expenditures		(139,011	)		(66,879	)		(198,233	)
Investments in and advances to unconsolidated affiliates		(26	)		(1,815	)		(11,393	)
Cash distribution from unconsolidated affiliates and other		5,350			12,693			2,096
Net cash provided by (used in) investing activities		(117,760	)		27,483			(443,981	)
Cash flows from financing activities
Net change in revolving notes with maturities of 90 days or less		197,382			146,542			(105	)
Proceeds from revolving notes with maturities longer than 90 days		112,000			176,500			—
Repayments of revolving notes with maturities long than 90 days		(287,000	)		—			—
Proceeds from issuance of notes payable		391,890			—			525,000
Repayments of notes payable		(337,754	)		(30,179	)		(182,971	)
Debt issuance costs		(21,997	)		—			(8,630	)
Repurchase of stock		(20,000	)		—			—
Dividends		(35,663	)		(35,173	)		(33,193	)
Cash distribution to joint venture partner		(25,292	)		(38,969	)		(16,879	)
Investment by joint venture partner		7,000			—			—
Tax payments for net share settlement of restricted stock		(3,308	)		(2,266	)		(6,321	)
Net cash provided by (used in) financing activities		(22,742	)		216,455			276,901
Effect of exchange rate changes		10,336			(12,599	)		(12,666	)
Increase (decrease) in cash, cash equivalents and restricted cash		(170,691	)		503,600			(200,987	)
Cash and cash equivalents and restricted cash
Beginning of period		842,087			338,487			539,474
End of period	$	671,396		$	842,087		$	338,487
Balance Sheet Reconciliation:
Cash and cash equivalents	$	646,769		$	833,745		$	329,684
Restricted cash		24,627			8,342			8,803
Total cash and cash equivalents and restricted cash	$	671,396		$	842,087		$	338,487

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Greenbrier Reports Fourth Quarter and 2021 Fiscal Year Results (Cont.)	Page 8
	THE GREENBRIER COMPANIES, INC.

SUPPLEMENTAL LEASING INFORMATION

(In thousands, except owned and managed fleet, unaudited)

GBX Leasing (GBXL) was formed in April 2021 as a joint venture with The Longwood Group to own and manage a portfolio of leased railcars primarily built by Greenbrier. Greenbrier owns approximately 95% of GBXL and consolidates it in Greenbrier’s financial statements in the Leasing & Services segment. GBXL provides an additional “go to market” element to Greenbrier’s Commercial strategy of direct sales, partnerships with operating leasing companies, origination of leases for syndication partners as well as providing a platform for further growth at scale. GBXL will produce strong tax-advantaged cash flows. The goal is to add at least $200 million in railcar assets annually at about 3:1 debt to equity (or 75%) based on the fair market value of assets. GBX Leasing will observe Greenbrier’s established portfolio standards including investing in strong credits with a diverse equipment mix and staggered maturity ladders.

During fiscal 2021, $197 million in fair market value of assets were acquired from Greenbrier’s transaction flow and $147 million was drawn on the $300 million non-recourse railcar credit facility. Subsequent to year end, Greenbrier acquired a portfolio of 3,600 railcars, a portion of which will be held in GBX Leasing. Combined with Greenbrier built cars from lease originations, GBX Leasing’s portfolio’s value is $350 million as of September 30. Over time the entity is expected to grow by at least $200 million in assets annually with a five-year target of $1 billion of assets. Reflecting the strong momentum achieved since inception, GBX Leasing expects to use the asset-backed securities market to refinance the warehouse facility and to convert to long term financing in fiscal 2022. Investing in leasing assets reduces Greenbrier’s Manufacturing revenue and margin in the short-term but provides considerable tax benefits and longer-term earnings and cash flow stability.

Key information for the consolidated Leasing & Services segment

(In Units)	August 31, 2021			May 31, 2021
Owned fleet(1)		8,800			8,700
Managed fleet		444,000			445,000
Owned fleet utilization(1)		94	%		94	%
	August 31, 2021			May 31, 2021
Equipment on operating lease(2)	$	609,812		$	446,888
GBX Leasing non-recourse warehouse	$	146,985		$	96,576
Leasing non-recourse term loan		200,000			202,815
Total Leasing non-recourse debt	$	346,985		$	299,391
Fleet leverage %(3)		57	%		67	%

(1) Owned fleet includes Leased railcars for syndication

(2) Equipment on operating lease assets not securing Leasing non-recourse term loan support the $600 million U.S. revolver

(3) Total Leasing non-recourse debt / Equipment on operating lease

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Greenbrier Reports Fourth Quarter and 2021 Fiscal Year Results (Cont.)	Page 9
	THE GREENBRIER COMPANIES, INC.

SUPPLEMENTAL INFORMATION

(In thousands, except per share amounts, unaudited)

Operating Results by Quarter for 2021 are as follows:

	First			Second			Third			Fourth			Total
Revenue
Manufacturing	$	308,722		$	202,094		$	341,939		$	477,232		$	1,329,987
Wheels, Repair & Parts		65,556			71,623			80,871			80,280			298,330
Leasing & Services		28,711			21,905			27,333			41,715			119,664
		402,989			295,622			450,143			599,227			1,747,981
Cost of revenue
Manufacturing		280,890			201,771			292,464			414,121			1,189,246
Wheels, Repair & Parts		62,984			66,667			73,690			77,050			280,391
Leasing & Services		18,444			9,513			8,857			9,923			46,737
		362,318			277,951			375,011			501,094			1,516,374
Margin		40,671			17,671			75,132			98,133			231,607
Selling and administrative expense		43,707			43,425			49,239			55,442			191,813
Net (gain) loss on disposition of equipment		(922	)		(27	)		184			(411	)		(1,176	)
Earnings (loss) from operations		(2,114	)		(25,727	)		25,709			43,102			40,970
Other costs
Interest and foreign exchange		11,103			9,568			10,204			12,388			43,263
Net loss on extinguishment of debt		—			—			4,763			1,524			6,287
Earnings (loss) before income tax and earnings (loss) from unconsolidated affiliates		(13,217	)		(35,295	)		10,742			29,190			(8,580	)
Income tax benefit		7,332			21,752			6,914			4,225			40,223
Earnings (loss) before earnings (loss) from unconsolidated affiliates		(5,885	)		(13,543	)		17,656			33,415			31,643
Earnings (loss) from unconsolidated affiliates		(744	)		(378	)		2,379			2,234			3,491
Net earnings (loss)		(6,629	)		(13,921	)		20,035			35,649			35,134
Net (earnings) loss attributable to noncontrolling interest		(3,343	)		4,856			(298	)		(3,872	)		(2,657	)
Net earnings (loss) attributable to Greenbrier	$	(9,972	)	$	(9,065	)	$	19,737		$	31,777		$	32,477
Basic earnings (loss) per common share (1)	$	(0.30	)	$	(0.28	)	$	0.61		$	0.98		$	0.99
Diluted earnings (loss) per common share (1)	$	(0.30	)	$	(0.28	)	$	0.59		$	0.95		$	0.96
Dividends per common share	$	0.27		$	0.27		$	0.27		$	0.27		$	1.08

⁽¹⁾ Quarterly amounts may not total to the year to date amount as each period is calculated discretely.

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Greenbrier Reports Fourth Quarter and 2021 Fiscal Year Results (Cont.)	Page 10
	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			Fourth			Total
Revenue
Manufacturing	$	657,367		$	489,943		$	653,007		$	549,654		$	2,349,971
Wheels, Repair & Parts		86,608			91,225			82,024			64,813			324,670
Leasing & Services		25,384			42,680			27,526			21,958			117,548
		769,359			623,848			762,557			636,425			2,792,189
Cost of revenue
Manufacturing		581,912			422,309			562,793			498,155			2,065,169
Wheels, Repair & Parts		81,892			84,373			75,001			60,923			302,189
Leasing & Services		13,366			30,830			17,232			10,272			71,700
		677,170			537,512			655,026			569,350			2,439,058
Margin		92,189			86,336			107,531			67,075			353,131
Selling and administrative expense		54,364			54,597			49,494			46,251			204,706
Net gain on disposition of equipment		(3,959	)		(6,697	)		(8,775	)		(573	)		(20,004	)
Earnings from operations		41,784			38,436			66,812			21,397			168,429
Other costs
Interest and foreign exchange		12,852			12,609			7,562			10,596			43,619
Earnings before income tax and earnings (loss) from unconsolidated affiliates		28,932			25,827			59,250			10,801			124,810
Income tax expense		(5,994	)		(7,463	)		(24,421	)		(2,306	)		(40,184	)
Earnings before earnings (loss) from unconsolidated affiliates		22,938			18,364			34,829			8,495			84,626
Earnings (loss) from unconsolidated affiliates		1,073			1,651			1,040			(804	)		2,960
Net earnings		24,011			20,015			35,869			7,691			87,586
Net earnings attributable to noncontrolling interest		(16,342	)		(6,386	)		(8,097	)		(7,794	)		(38,619	)
Net earnings (loss) attributable to Greenbrier	$	7,669		$	13,629		$	27,772		$	(103	)	$	48,967
Basic earnings (loss) per common share (1)	$	0.24		$	0.42		$	0.85		$	(0.00	)	$	1.50
Diluted earnings (loss) per common share (1)	$	0.23		$	0.41		$	0.83		$	(0.00	)	$	1.46
Dividends per common share	$	0.25		$	0.27		$	0.27		$	0.27		$	1.06

(1) Quarterly amounts may not total to the year to date amount as each period is calculated discretely.

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Greenbrier Reports Fourth Quarter and 2021 Fiscal Year Results (Cont.)	Page 11
	THE GREENBRIER COMPANIES, INC.

SUPPLEMENTAL INFORMATION

(In thousands, unaudited)

Segment Information

Three months ended August 31, 2021:
	Revenue								Earnings (loss) from operations
	External		Intersegment			Total			External			Intersegment			Total
Manufacturing	$	477,232	$	61,957		$	539,189		$	43,313		$	3,802		$	47,115
Wheels, Repair & Parts		80,280		4,922			85,202			46			51			97
Leasing & Services		41,715		11,883			53,598			25,431			11,817			37,248
Eliminations		—		(78,762	)		(78,762	)		—			(15,670	)		(15,670	)
Corporate		—		—			—			(25,688	)		—			(25,688	)
	$	599,227	$	—		$	599,227		$	43,102		$	—		$	43,102

Three months ended May 31, 2021:
	Revenue								Earnings (loss) from operations
	External		Intersegment			Total			External			Intersegment			Total
Manufacturing	$	341,939	$	7,451		$	349,390		$	31,341		$	492		$	31,833
Wheels, Repair & Parts		80,871		2,292			83,163			4,173			75			4,248
Leasing & Services		27,333		2,286			29,619			12,280			2,272			14,552
Eliminations		—		(12,029	)		(12,029	)		—			(2,839	)		(2,839	)
Corporate		—		—			—			(22,085	)		—			(22,085	)
	$	450,143	$	—		$	450,143		$	25,709		$	—		$	25,709

	Total assets
	August 31, 2021		May 31, 2021
Manufacturing	$	1,493,467	$	1,413,590
Wheels, Repair & Parts		260,904		265,847
Leasing & Services		949,380		878,743
Unallocated, including cash		686,917		651,987
	$	3,390,668	$	3,210,167

SUPPLEMENTAL BACKLOG AND DELIVERY INFORMATION (Unaudited)

	Three Months Ended			Year Ended
	August 31, 2021			August 31, 2021
Backlog Activity (units) (1)
Beginning backlog		24,800			24,600
Orders received		6,700			17,200
Production held on the Balance Sheet		(1,400	)		(3,700	)
Production sold directly to third parties		(3,500	)		(11,500	)
Ending backlog		26,600			26,600
Delivery Information (units) (1)
Production sold directly to third parties		3,500			11,500
Sales of Leased railcars for syndication		1,000			1,500
Total deliveries		4,500			13,000

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

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Greenbrier Reports Fourth Quarter and 2021 Fiscal Year Results (Cont.)	Page 12
	THE GREENBRIER COMPANIES, INC.

SUPPLEMENTAL INFORMATION

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

Reconciliation of Net earnings to EBITDA

	Three Months Ended						Year Ended
	August 31, 2021			May 31, 2021			August 31, 2021
Net earnings	$	35,649		$	20,035		$	35,134
Interest and foreign exchange		12,388			10,204			43,263
Income tax benefit		(4,225	)		(6,914	)		(40,223	)
Depreciation and amortization		25,080			24,769			100,717
Net loss on extinguishment of debt		1,524			4,763			6,287
EBITDA	$	70,416		$	52,857		$	145,178

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

	Three Months Ended						Year Ended
	August 31, 2021			May 31, 2021			August 31, 2021
Net earnings attributable to Greenbrier	$	31,777		$	19,737		$	32,477
Net loss on extinguishment of debt, net of tax		1,151	(1)		3,596	(2)		4,747
Adjusted net earnings attributable to Greenbrier	$	32,928		$	23,333		$	37,224

⁽¹⁾ Net of tax of $373

⁽²⁾ Net of tax of $1,167

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

	Three Months Ended				Year Ended
	August 31, 2021		May 31, 2021		August 31, 2021
Diluted earnings per share	$	0.95	$	0.59	$	0.96
Net loss on extinguishment of debt, net of tax		0.03		0.10		0.14	(1)
Adjusted diluted earnings per share	$	0.98	$	0.69	$	1.10
Diluted weighted average shares outstanding		33,420		33,605		33,665

⁽¹⁾ May not sum due to rounding

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Greenbrier Reports Fourth Quarter and 2021 Fiscal Year 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 “adjust,” “allow,” “believe”, “continue,” “expect,” “goal,” “maintain,” “outlook,” “position,” “reduce,” “will,” and similar expressions to identify forward-looking statements. These forward-looking statements include, without limitation, statements about backlog, leasing performance, financing, future liquidity, cash flow, our ability to grow market share and deliver future value to our shareholders and other information regarding future performance and strategies and appear throughout this press release including in the headlines and the sections titled “Fourth Quarter Highlights,” “Fiscal Year 2021 Highlights” and “Business Update & Outlook.” 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 following: We are unable to predict when, how, or with what magnitude COVID-19, variants thereof, and governmental reaction thereto, and related economic disruptions (including, among other factors, supply disruptions and sectoral inflation) will negatively impact our business Our backlog of railcar units and marine vessels is not necessarily indicative of future results of operations. Certain orders in backlog are subject to customary documentation which may not occur. More information on 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 report on Form 10-K and subsequent reports on 10-Q. 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

EBITDA, Adjusted net earnings (loss) 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 EBITDA as Net earnings (loss) before Interest and foreign exchange, Income tax benefit (expense), Depreciation and amortization and Net loss on extinguishment of debt. We believe the presentation of 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 (loss) 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.

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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: October 26, 2021, 6:00 a.m.EDT	Contact:	Jack Isselmann, Media Relations
		Justin Roberts, Investor Relations 503-684-7000

Greenbrier announces CEO transition

Tekorius to become Greenbrier CEO; co-founder Furman to become Executive Chair

Lake Oswego, Oregon, October 26, 2021 – The Greenbrier Companies, Inc. (NYSE: GBX) (“Greenbrier”), a leading international supplier of equipment and services to global freight transportation markets, announced today that its Board of Directors appointed President and Chief Operating Officer (COO), Lorie Tekorius, as the company’s next CEO and President, effective March 1, 2022. On the same date, Greenbrier’s co-founder, Chairman and CEO William A. Furman will assume the newly created role of Executive Chair until his retirement. These actions continue the company’s executive succession and talent pipeline process. As announced in July 2020, Furman will retire from all executive offices in September 2022. His current Board term continues until January 2024.

Furman said, “As Chairman and CEO, along with our Board, we have prioritized succession planning and talent development. Greenbrier’s management model requires a high degree of cooperation and coordination among senior leadership. Adhering to this approach, the company has prospered. Lorie’s dedication to Greenbrier is indisputable. I am confident that she is a leader who will take Greenbrier boldly into the future, and as CEO will drive our business forward. Lorie and I have worked together toward this goal for a long time. I know she is well prepared for all that lies ahead. I am very proud that Lorie will be our next CEO.”

Tekorius, 54, joined Greenbrier in 1995. She has since risen through positions of increasing leadership and impact across the company, including strategic planning and key roles interfacing with the Commercial and Manufacturing units. Prior to her appointment as President in 2019, she served as COO, and earlier as Senior Vice President and Chief Financial Officer. In executing her various duties, Tekorius has built trust and confidence throughout Greenbrier and the freight rail industry.

Lead Director Admiral Thomas B. Fargo (USN Retired) said, “Working closely with Bill, the Board evaluated a range of options over several years for an eventual CEO transition. It became evident that Lorie is by far the best candidate to serve as Greenbrier’s next CEO. The race for talent across industries is very real. Our Board is pleased we have been able to advance to CEO an internal candidate with Lorie’s range and record of service. We are confident Greenbrier will be well-served by her knowledge, experience and leadership.”

Tekorius has received numerous public recognitions for her leadership in the rail industry and within the communities where Greenbrier operates. In 2017, she was one of 25 recognized as “Women of Influence” by the Portland Business Journal (PBJ). In 2018, PBJ named Tekorius CFO of the Year. Also in 2018, she was recognized as one of 14 “Women in Rail” by Railway Age in recognition of her contributions to the industry. Tekorius was a 2020 National Association of Manufacturers’ STEP Ahead Honoree, awarded to women in science, technology, engineering and production careers who exemplify leadership at their companies.

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Greenbrier announces CEO transition (Cont.) Page 2

Since 2019 Tekorius has served as an independent director on the Board of Directors of Alamo Group Inc. (NYSE: ALG). Alamo Group is a manufacturer of equipment for infrastructure maintenance, agricultural and other applications. Tekorius is an active community member, serving as President of the Providence St. Vincent Medical Foundation Council of Trustees. She holds a BBA in accounting from Texas A&M University and is a Certified Public Accountant.

Tekorius said, “It has been a privilege to devote the bulk of my career to Greenbrier, growing and learning every day. I am truly honored and humbled to follow Bill as only the second CEO in Greenbrier’s history. I am confident that working collaboratively with our senior management team, we will meet the high expectations of all our stakeholders.”

Furman began his career with FMC Corporation (FMC), a Fortune 500, multinational industrial company. At the age of 25, he became the first general manager of the FMC Finance division, a captive sales finance arm for FMC which he founded. Subsequently, Furman joined Trans Pacific Financial Corporation, a publicly traded financial services company located in Portland, Oregon. Until 1974, he was Corporate Vice President of Trans Pacific’s Leasing Group, responsible for all phases of its operations. In late 1974, Furman and Alan James acquired the Trans Pacific National division, a capital lease asset underwriter and entered the rail car and commercial jet aircraft remarketing and asset management business. This acquisition would eventually lead to the founding of Greenbrier in its present form in 1981.

The original leasing company expanded into manufacturing with the acquisition of Gunderson in Portland, Oregon in 1985 from FMC. Furman has guided Greenbrier to exceptional growth through broad expansion of its products and service offerings. What was once two railcar production lines is now a multibillion-dollar global production operation, which includes 12 facilities on three continents, integrated with aftermarket, leasing and services businesses. Greenbrier has become one of the largest freight railcar builders measured by revenue and market share in the world. The company is a critical Jones Act marine barge supplier to domestic U.S. overseas shippers. Since Greenbrier became a publicly traded company in 1994, its market capitalization has grown by more than $1.4 billion.

In the months leading to March 2022, Tekorius will continue to refine the strategic planning work she and Furman have pursued since she was named President.

About Greenbrier

Greenbrier, headquartered in Lake Oswego, Oregon, is a leading international supplier of equipment and services to global freight transportation markets. Through wholly owned subsidiaries and joint ventures, Greenbrier designs, builds and markets freight railcars and marine barges in North America, Europe and Brazil. We are a leading provider of freight railcar wheel services, parts, maintenance, refurbishment and retrofitting services in North America through our wheels, repair & parts business unit. Greenbrier manages 445,000 railcars and offers railcar management, regulatory compliance services and leasing services to railroads and other railcars owners in North America. GBX Leasing (GBXL) is a special purpose subsidiary that owns and manages a portfolio of leased railcars that originate primarily from Greenbrier’s manufacturing operations. Together, GBXL and Greenbrier own a lease fleet of nearly 12,500 railcars. Learn more about Greenbrier at www.gbrx.com.

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Greenbrier announces CEO transition (Cont.) Page 3

“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, “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 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 related decline in general economic activity, supply disruptions during the recovery of the economy as well as governmental reactions to the foregoing. 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.

# # #

XML

Document and Entity Information	Oct. 21, 2021
Cover [Abstract]
Entity Registrant Name	GREENBRIER COMPANIES INC
Amendment Flag	false
Entity Central Index Key	0000923120
Current Fiscal Year End Date	--08-31
Document Type	8-K
Document Period End Date	Oct. 21, 2021
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
Written Communications	false
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