Form 10-Q GREENBRIER COMPANIES For: May 31
Tweet
Share
E-mail
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
for the quarterly period ended
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
for the transition period from ______ to ______
Commission File No.
(Exact name of registrant as specified in its charter)
(State of Incorporation) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) |
(Zip Code) |
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
|
|
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|
☒ |
|
Accelerated filer |
|
☐ |
|
|
|
|
|
|||
Non-accelerated filer |
|
☐ |
|
Smaller reporting company |
|
|
|
|
|
|
|
|
|
|
|
|
|
Emerging growth company |
|
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No
The number of shares of the registrant’s common stock, without par value, outstanding on June 25, 2026 was
FORM 10-Q
Table of Contents
|
|
Page |
|
3 |
|
PART I. |
4 |
|
Item 1. |
4 |
|
|
4 |
|
|
5 |
|
|
6 |
|
|
7 |
|
|
8 |
|
|
9 |
|
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
26 |
Item 3. |
45 |
|
Item 4. |
45 |
|
PART II. |
46 |
|
Item 1. |
46 |
|
Item 1A. |
46 |
|
Item 2. |
46 |
|
Item 5. |
47 |
|
Item 6. |
47 |
|
|
48 |
2
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact included in this report, concerning our plans, objectives, goals, strategies, future events, future performance, financing needs, backlog, capital expenditures, plans or intentions relating to business trends and other information referred to under "Management's Discussion and Analysis of Financial Condition and Results of Operations" are forward-looking statements. We use words such as “affect,” “anticipate,” “assume,” “backlog,” “be,” “believe,” “can,” “contingent,” “conclude,” “continue,” “could,” “due to,” “estimate,” “expect,” “forecast,” “future,” “impact,” “intend,” “likely,” “may,” “mitigate,” “opinion,” “optimize,” “plan,” “potential,” “schedule,” “target,” “trend,” “realize,” “result,” “seek,” “strategy,” “will,” “would,” and similar expressions to identify forward-looking statements. Forward-looking statements are not guarantees of future performance.
Forward-looking statements are based on our current expectations and beliefs and on currently available operating, financial and market information and are subject to various risks and uncertainties, many of which, by their nature, are inherently uncertain and beyond our control. Our expectations and beliefs are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that our expectations or beliefs will result or be achieved and actual future results and trends may differ materially from what is expressed in or indicated by the forward-looking statements.
There are a number of risks, uncertainties and other important factors that could cause our actual results to differ materially from the forward-looking statements contained in this report. Such risks, uncertainties and important factors include but are not limited to those described in more detail in Part I Item 1A “Risk Factors” in our most recent Annual Report on Form 10-K which are incorporated herein by reference. You should evaluate all forward-looking statements made in this report in the context of these risks, uncertainties and factors. You are cautioned not to place undue reliance on any forward-looking statements, which reflect management’s opinions only as of the date hereof. Except as otherwise required by law, we do not assume any obligation to update any forward-looking statements.
3
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets
(In millions, except number of shares which are reflected in thousands, unaudited)
|
|
May 31, |
|
|
August 31, |
|
||
Assets |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Restricted cash |
|
|
|
|
|
|
||
Accounts receivable, net |
|
|
|
|
|
|
||
Income tax receivable |
|
|
|
|
|
|
||
Inventories |
|
|
|
|
|
|
||
Leased railcars for syndication |
|
|
|
|
|
|
||
Equipment on operating leases, net |
|
|
|
|
|
|
||
Property, plant and equipment, net |
|
|
|
|
|
|
||
Investment in unconsolidated affiliates |
|
|
|
|
|
|
||
Intangibles and other assets, net |
|
|
|
|
|
|
||
Goodwill |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
Liabilities and Equity |
|
|
|
|
|
|
||
Accounts payable and accrued liabilities |
|
$ |
|
|
$ |
|
||
Debt, net |
|
|
|
|
|
|
||
Recourse |
|
|
|
|
|
|
||
Non-recourse |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Deferred income taxes |
|
|
|
|
|
|
||
Deferred revenue |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
||
Contingently redeemable noncontrolling interest |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Equity |
|
|
|
|
|
|
||
Greenbrier |
|
|
|
|
|
|
||
Preferred stock - par value; |
|
|
|
|
|
|
||
Common stock - par value; |
|
|
|
|
|
|
||
Additional paid-in capital |
|
|
|
|
|
|
||
Retained earnings |
|
|
|
|
|
|
||
Accumulated other comprehensive loss |
|
|
( |
) |
|
|
( |
) |
Total equity – Greenbrier |
|
|
|
|
|
|
||
Noncontrolling interest |
|
|
|
|
|
|
||
Total equity |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
The accompanying notes are an integral part of these financial statements
4
Condensed Consolidated Statements of Income
(In millions, except number of shares which are reflected in thousands and per share amounts, unaudited)
|
|
Three months ended |
|
|
Nine months ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Manufacturing |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Leasing & Fleet Management |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Manufacturing |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Leasing & Fleet Management |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Margin |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling and administrative expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net gain on disposition of equipment |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Earnings from operations |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest and foreign exchange |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Earnings before income tax and earnings from |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income tax expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Earnings before earnings from unconsolidated affiliates |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Earnings from unconsolidated affiliates |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net earnings |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net (earnings) loss attributable to noncontrolling interest |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Net earnings attributable to Greenbrier |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Basic earnings per common share |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Diluted earnings per common share |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Weighted average common shares |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
The accompanying notes are an integral part of these financial statements
5
Condensed Consolidated Statements of Comprehensive Income
(In millions, unaudited)
|
|
Three months ended |
|
|
Nine months ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Net earnings |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other comprehensive income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Translation adjustment |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Reclassification of derivative financial instruments recognized in net earnings 1 |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Unrealized gain (loss) on derivative financial instruments 2 |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Other (net of tax effect) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Comprehensive (income) loss attributable to |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Comprehensive income attributable to Greenbrier |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
1
2
The accompanying notes are an integral part of these financial statements
6
Condensed Consolidated Statements of Equity
(In millions, except per share amounts, unaudited)
|
Attributable to Greenbrier |
|
|
|
|
|
|
|
||||||||||||||||
|
Common Stock Shares |
|
Additional Paid-in Capital |
|
Retained Earnings |
|
Accumulated Other Comprehensive Loss |
|
Total Equity - Greenbrier |
|
Noncontrolling Interest |
|
Total Equity |
|
Contingently Redeemable Noncontrolling Interest |
|
||||||||
Balance February 28, 2026 |
|
|
$ |
|
$ |
|
$ |
( |
) |
$ |
|
$ |
|
$ |
|
$ |
|
|||||||
Net earnings |
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|
( |
) |
|
|
|
( |
) |
|||
Other comprehensive income, net |
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
|
— |
|
|
( |
) |
|
— |
|
Noncontrolling interest adjustments |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
|
— |
|
Joint venture partner distribution |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
|
— |
|
Restricted stock awards (net of |
|
— |
|
|
( |
) |
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
|
— |
|
Unamortized restricted stock |
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|||
Stock based compensation expense |
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|||
Cash dividends ($ |
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
|
— |
|
Balance May 31, 2026 |
|
|
$ |
|
$ |
|
$ |
( |
) |
$ |
|
$ |
|
$ |
|
$ |
|
|||||||
|
Attributable to Greenbrier |
|
|
|
|
|
|
|
||||||||||||||||
|
Common Stock Shares |
|
Additional Paid-in Capital |
|
Retained Earnings |
|
Accumulated Other Comprehensive Loss |
|
Total Equity - Greenbrier |
|
Noncontrolling Interest |
|
Total Equity |
|
Contingently Redeemable Noncontrolling Interest |
|
||||||||
Balance August 31, 2025 |
|
|
$ |
|
$ |
|
$ |
( |
) |
$ |
|
$ |
|
$ |
|
$ |
|
|||||||
Net earnings |
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|
|
|
|
|
( |
) |
||||
Other comprehensive income, net |
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
— |
|
|||
Noncontrolling interest adjustments |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
|
— |
|
Joint venture partner distribution declared |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
|
— |
|
Restricted stock awards (net of cancellations) |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
||||
Unamortized restricted stock |
|
— |
|
|
( |
) |
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
|
— |
|
Stock based compensation expense |
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|||
Repurchase of stock |
|
( |
) |
|
( |
) |
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
|
— |
|
Cash dividends ($ |
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
|
— |
|
Balance May 31, 2026 |
|
|
$ |
|
$ |
|
$ |
( |
) |
$ |
|
$ |
|
$ |
|
$ |
|
|||||||
|
Attributable to Greenbrier |
|
|
|
|
|
|
|
||||||||||||||||
|
Common Stock Shares |
|
Additional Paid-in Capital |
|
Retained Earnings |
|
Accumulated Other Comprehensive Loss |
|
Total Equity - Greenbrier |
|
Noncontrolling Interest |
|
Total Equity |
|
Contingently Redeemable Noncontrolling Interest |
|
||||||||
Balance February 28, 2025 |
|
|
$ |
|
$ |
|
$ |
( |
) |
$ |
|
$ |
|
$ |
|
$ |
|
|||||||
Net earnings |
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|
|
|
|
|
( |
) |
||||
Other comprehensive income, net |
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
— |
|
|||
Noncontrolling interest adjustments |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
— |
|
||
Joint venture partner distribution |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
|
— |
|
Restricted stock awards (net of |
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|||
Unamortized restricted stock |
|
— |
|
|
( |
) |
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
|
— |
|
Stock based compensation expense |
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|||
Repurchase of stock |
|
( |
) |
|
( |
) |
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
|
— |
|
Cash dividends ($ |
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
|
— |
|
Balance May 31, 2025 |
|
|
$ |
|
$ |
|
$ |
( |
) |
$ |
|
$ |
|
$ |
|
$ |
|
|||||||
|
Attributable to Greenbrier |
|
|
|
|
|
|
|
||||||||||||||||
|
Common Stock Shares |
|
Additional Paid-in Capital |
|
Retained Earnings |
|
Accumulated Other Comprehensive Loss |
|
Total Equity - Greenbrier |
|
Noncontrolling Interest |
|
Total Equity |
|
Contingently Redeemable Noncontrolling Interest |
|
||||||||
Balance August 31, 2024 |
|
|
$ |
|
$ |
|
$ |
( |
) |
$ |
|
$ |
|
$ |
|
$ |
|
|||||||
Net earnings |
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|
|
|
|
|
( |
) |
||||
Other comprehensive loss, net |
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
— |
|
|||
Noncontrolling interest adjustments |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
— |
|
||
Joint venture partner distribution declared |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
|
— |
|
Restricted stock awards (net of cancellations) |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
||||
Unamortized restricted stock |
|
— |
|
|
( |
) |
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
|
— |
|
Stock based compensation expense |
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|||
Repurchase of stock |
|
( |
) |
|
( |
) |
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
|
— |
|
Cash dividends ($ |
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
|
— |
|
Balance May 31, 2025 |
|
|
$ |
|
$ |
|
$ |
( |
) |
$ |
|
$ |
|
$ |
|
$ |
|
|||||||
The accompanying notes are an integral part of these financial statements
7
Condensed Consolidated Statements of Cash Flows
(In millions, unaudited)
|
|
Nine months ended |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Cash flows from operating activities |
|
|
|
|
|
|
||
Net earnings |
|
$ |
|
|
$ |
|
||
Adjustments to reconcile net earnings to net cash provided by operating activities: |
|
|
|
|
|
|
||
Deferred income taxes |
|
|
( |
) |
|
|
|
|
Depreciation and amortization |
|
|
|
|
|
|
||
Net gain on disposition of equipment |
|
|
( |
) |
|
|
( |
) |
Stock based compensation expense |
|
|
|
|
|
|
||
Earnings from unconsolidated affiliates |
|
|
( |
) |
|
|
( |
) |
Noncontrolling interest adjustments |
|
|
( |
) |
|
|
|
|
Other |
|
|
( |
) |
|
|
|
|
Decrease (increase) in assets: |
|
|
|
|
|
|
||
Accounts receivable, net |
|
|
|
|
|
|
||
Income tax receivable |
|
|
|
|
|
|
||
Inventories |
|
|
|
|
|
|
||
Leased railcars for syndication |
|
|
( |
) |
|
|
( |
) |
Other assets |
|
|
|
|
|
|
||
Increase (decrease) in liabilities: |
|
|
|
|
|
|
||
Accounts payable and accrued liabilities |
|
|
( |
) |
|
|
( |
) |
Deferred revenue |
|
|
|
|
|
( |
) |
|
Net cash provided by operating activities |
|
|
|
|
|
|
||
Cash flows from investing activities |
|
|
|
|
|
|
||
Proceeds from sales of assets |
|
|
|
|
|
|
||
Capital expenditures |
|
|
( |
) |
|
|
( |
) |
Other |
|
|
( |
) |
|
|
|
|
Net cash provided by (used in) investing activities |
|
|
|
|
|
( |
) |
|
Cash flows from financing activities |
|
|
|
|
|
|
||
Net change in debt with maturities of 90 days or less |
|
|
|
|
|
|
||
Proceeds from debt with maturities longer than 90 days |
|
|
|
|
|
|
||
Repayments of debt with maturities longer than 90 days |
|
|
( |
) |
|
|
( |
) |
Debt issuance costs |
|
|
( |
) |
|
|
( |
) |
Repurchase of stock |
|
|
( |
) |
|
|
( |
) |
Dividends |
|
|
( |
) |
|
|
( |
) |
Cash distribution to joint venture partner |
|
|
( |
) |
|
|
( |
) |
Tax payments for net share settlement of restricted stock |
|
|
( |
) |
|
|
( |
) |
Net cash used in financing activities |
|
|
( |
) |
|
|
( |
) |
Effect of exchange rate changes |
|
|
|
|
|
|
||
Decrease in Cash and cash equivalents and Restricted cash |
|
|
( |
) |
|
|
( |
) |
Cash and cash equivalents and Restricted cash |
|
|
|
|
|
|
||
Beginning of period |
|
|
|
|
|
|
||
End of period |
|
$ |
|
|
$ |
|
||
Balance sheet reconciliation |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Restricted cash |
|
|
|
|
|
|
||
Total Cash and cash equivalents and Restricted cash as presented above |
|
$ |
|
|
$ |
|
||
Cash paid during the period for |
|
|
|
|
|
|
||
Interest |
|
$ |
|
|
$ |
|
||
Income taxes (received) paid, net |
|
$ |
( |
) |
|
$ |
|
|
Non-cash activity |
|
|
|
|
|
|
||
Transfers from Leased railcars for syndication and Inventories to Equipment on operating leases, net |
|
$ |
|
|
$ |
|
||
Capital expenditures accrued in Accounts payable and accrued liabilities |
|
$ |
|
|
$ |
|
||
Change in Accounts payable and accrued liabilities associated with dividends declared |
|
$ |
|
|
$ |
|
||
The accompanying notes are an integral part of these financial statements
8
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 1 – Interim Financial Statements
The Condensed Consolidated Financial Statements of The Greenbrier Companies, Inc. and its subsidiaries as of May 31, 2026 and for the three and nine months ended May 31, 2026 and May 31, 2025 have been prepared to reflect all adjustments (consisting of normal recurring accruals) that, in the opinion of management, are necessary for a fair presentation of the financial position, operating results and cash flows for the periods indicated. References in this Quarterly Report on Form 10-Q to the “Company,” “Greenbrier,” “we,” “us” and “our” refer to The Greenbrier Companies, Inc. and, where appropriate, its subsidiaries. All references to years refer to the fiscal years ended August 31st unless otherwise noted. The results of operations for the three and nine months ended May 31, 2026 are not necessarily indicative of the results to be expected for the entire year ending August 31, 2026.
Certain notes and other information have been condensed or omitted from the interim financial statements presented in this Quarterly Report on Form 10-Q. Therefore, these unaudited financial statements should be read in conjunction with the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended August 31, 2025.
Effective September 1, 2025, the Company changed its measurement basis for allocating revenue and expenses associated with syndication activity between the Manufacturing and Leasing & Fleet Management reportable segments. This change reflects the information currently provided to the Company’s chief operating decision maker (CODM) to assess performance and allocate resources and had no impact on the Company’s consolidated results of operations or financial position. Prior period segment results have been recast to conform to the current period presentation. See Note 12 – Segment Information to the Condensed Consolidated Financial Statements for additional information on the Company’s reportable segments.
Management Estimates – The preparation of financial statements in conformity with generally accepted accounting principles (GAAP) in the U.S. requires judgment on the part of management to arrive at estimates and assumptions on matters that are inherently uncertain. These estimates may affect the amount of assets, liabilities, revenue and expenses reported in the financial statements and accompanying notes and disclosure of contingent assets and liabilities within the financial statements. Estimates and assumptions are periodically evaluated and may be adjusted in future periods. Actual results could differ from those estimates.
Contingently redeemable noncontrolling interest – Greenbrier-Astra Rail B.V. is controlled by the Company with an approximate
Share Repurchase Program – The Board of Directors has authorized the Company to repurchase in aggregate up to $
During the nine months ended May 31, 2026, the Company repurchased a total of
9
Reclassifications - Certain immaterial reclassifications have been made to the accompanying prior year Condensed Consolidated Financial Statements to conform to the current year presentation.
Recent Accounting Pronouncements
Improvements to Income Tax Disclosures
In December 2023, the Financial Accounting Standards Board (FASB) issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company has completed a preliminary assessment and does not expect the adoption of ASU 2023-09 to have a material impact on the consolidated financial statements, but expects that it will result in expanded income tax disclosures.
Disaggregation of Income Statement Expenses
In November 2024, the FASB issued ASU 2024-03, Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disclosure of incremental income statement expense information on an annual and interim basis, primarily through enhanced disclosures of specified expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact that ASU 2024-03 will have on its consolidated financial statement disclosures.
Note 2 – Revenue Recognition
The following table presents the Company's revenue disaggregated by category:
|
|
Three months ended |
|
|
Nine months ended |
|
||||||||||
(in millions) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Manufacturing: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Railcar sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Railcar maintenance |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Leasing & Fleet Management |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Contract balances
Contract assets primarily consist of work completed for railcar maintenance but not billed at the reporting date. Contract liabilities primarily consist of customer prepayments for new railcars and other management-type services, for which the Company has not yet satisfied the related performance obligations.
The contract balances are as follows:
(in millions) |
|
Balance sheet classification |
|
May 31, |
|
|
August 31, |
|
|
$ |
|
|||
Contract assets |
|
Accounts receivable, net |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
Contract assets |
|
Inventories |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
Contract liabilities (1) |
|
Deferred revenue |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
(1)
For the three and nine months ended May 31, 2026, the Company recognized $
10
Performance obligations
The Company has entered into contracts with customers for which revenue has not yet been recognized as of May 31, 2026.
(in millions) |
|
May 31, |
|
|
Manufacturing: |
|
|
|
|
Railcar sales |
|
$ |
|
|
Railcar maintenance |
|
$ |
|
|
Leasing & Fleet Management: |
|
|
|
|
Fleet management |
|
$ |
|
|
Based on current production and delivery schedules and existing contracts, approximately $
Note 3 – Inventories
The following table summarizes the Company’s Inventories balances:
(in millions) |
|
May 31, |
|
|
August 31, |
|
||
Manufacturing supplies and raw materials |
|
$ |
|
|
$ |
|
||
Work-in-process |
|
|
|
|
|
|
||
Finished goods |
|
|
|
|
|
|
||
Excess and obsolete adjustment |
|
|
( |
) |
|
|
( |
) |
|
|
$ |
|
|
$ |
|
||
Note 4 – Intangibles and Other Assets, net
The following table summarizes the Company’s identifiable Intangibles and other assets, net balances:
(in millions) |
|
May 31, |
|
|
August 31, |
|
||
Intangible assets subject to amortization: |
|
|
|
|
|
|
||
Customer relationships |
|
$ |
|
|
$ |
|
||
Accumulated amortization |
|
|
( |
) |
|
|
( |
) |
Other intangible assets |
|
|
|
|
|
|
||
Accumulated amortization |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
||
Intangible assets not subject to amortization |
|
|
|
|
|
|
||
Prepaid and other assets |
|
|
|
|
|
|
||
|
|
|
|
|
|
|||
Nonqualified savings plan investments |
|
|
|
|
|
|
||
Debt issuance costs, net |
|
|
|
|
|
|
||
Deferred tax assets |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
11
Note 5 – Goodwill
The Company performed its annual goodwill impairment test as of March 1, 2026. The Company utilized the qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its respective carrying value. This qualitative assessment may include, but is not limited to, reviewing factors such as macroeconomic considerations and industry indicators, financial performance, and cost estimates associated with a particular reporting unit. If, based on a review of qualitative factors, it is more likely than not that the fair value of a reporting unit is less than its carrying value, a quantitative impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. Based on the qualitative assessment, the Company determined that it was more likely than not that the fair value of each reporting unit with goodwill exceeded its respective carrying value and a quantitative impairment test was not necessary; therefore, the Company concluded that goodwill was not impaired.
The
(in millions) |
May 31, |
|
|
August 31, |
|
||
Reporting Unit: |
|
|
|
|
|
||
North American Manufacturing |
$ |
|
|
$ |
|
||
Wheels & Parts |
|
|
|
|
|
||
Europe Manufacturing |
|
|
|
|
|
||
Total Goodwill |
$ |
|
|
$ |
|
||
Note 6 – Accounts Payable and Accrued Liabilities
The following table summarizes the Company’s Accounts payable and accrued liabilities balances:
(in millions) |
|
May 31, |
|
|
August 31, |
|
||
Trade payables |
|
$ |
|
|
$ |
|
||
Accrued payroll and related liabilities |
|
|
|
|
|
|
||
Other accrued liabilities |
|
|
|
|
|
|
||
|
|
|
|
|
|
|||
Accrued warranty |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
Note 7 – Accrued Warranty
The following table summarizes the Company’s Accrued warranty activity:
|
|
Three months ended |
|
|
Nine months ended |
|
||||||||||
(in millions) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Balance at beginning of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Charged to cost of revenue, net |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Payments |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Currency translation effect |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Balance at end of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
12
Note 8 – Debt, net
Recourse debt is debt where the lender may pursue repayment beyond the value of any pledged collateral and is generally secured by general assets of the Company. Non-recourse debt is debt where the lender’s ability to pursue repayment from the Company is limited to the value of the specific assets collateralized by the debt.
The following table summarizes the Company’s recourse and non-recourse debt balances:
(in millions) |
|
May 31, |
|
|
August 31, |
|
||
Corporate and other — Recourse: |
|
|
|
|
|
|
||
Revolving credit facilities |
|
|
|
|
|
|
||
North America |
|
$ |
|
|
$ |
|
||
Europe |
|
|
|
|
|
|
||
Mexico |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Corporate senior term debt |
|
|
|
|
|
|
||
|
|
|
|
|
|
|||
Other notes payable |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Debt discount and issuance costs |
|
|
( |
) |
|
|
( |
) |
Debt, net — Recourse |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Lease fleet and other – Non-recourse: |
|
|
|
|
|
|
||
Leasing warehouse credit facility |
|
|
|
|
|
|
||
Leasing senior term debt |
|
|
|
|
|
|
||
Leasing GBXL I asset-backed term notes |
|
|
|
|
|
|
||
European debt |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Debt discount and issuance costs |
|
|
( |
) |
|
|
( |
) |
Debt, net — Non-recourse |
|
|
|
|
|
|
||
Total Debt, net |
|
$ |
|
|
$ |
|
||
Corporate and other – Recourse
North American revolving credit facility
As of May 31, 2026, a $
European revolving credit facilities
As of May 31, 2026, lines of credit totaling $
13
(EURIBOR) plus
Mexican revolving credit facilities
As of May 31, 2026, the Company’s Mexican railcar manufacturing operations had lines of credit totaling $
Lease fleet and other – Non-recourse
Leasing warehouse credit facility
As of May 31, 2026, a $
Leasing senior term debt
The Leasing senior term debt was amended in May 2026 on similar terms, providing for an additional $
Leasing GBXL I asset-backed term notes
GBX Leasing 2022-1 LLC (GBXL I) was formed as a wholly owned special purpose entity of GBX Leasing to securitize the leasing assets of GBX Leasing. On February 4, 2026, GBXL I (Issuer) issued $
The 2026 GBXL Notes include $
The GBXL Notes are obligations of the Issuer only and are non-recourse to Greenbrier. The GBXL Notes are subject to a Master Indenture between the Issuer and U.S. Bank Trust Company, National Association, as trustee, as supplemented by the Series 2022-1 Supplement dated February 9, 2022, the Series 2023-1 Supplement dated November 20, 2023, and the Series 2026-1 Supplement dated February 4, 2026. The GBXL Notes may be subject to acceleration upon the occurrence of certain events of default.
14
The following table summarizes the Issuer's net carrying amount of the debt and related assets.
(in millions) |
|
May 31, |
|
|
August 31, |
|
||
Assets |
|
|
|
|
|
|
||
Restricted cash |
|
$ |
|
|
$ |
|
||
Equipment on operating leases, net |
|
$ |
|
|
$ |
|
||
Liabilities |
|
|
|
|
|
|
||
Notes payable, net |
|
$ |
|
|
$ |
|
||
European debt
In January 2026, the Company entered into a loan agreement with a commitment of up to $
Note 9 – Accumulated Other Comprehensive Loss
Accumulated other comprehensive loss (AOCL), net of tax effect as appropriate, consisted of the following:
(in millions) |
|
Unrealized Gain (Loss) on Derivative Financial Instruments |
|
|
Foreign Currency Translation Adjustment |
|
|
Other |
|
|
AOCL |
|
||||
Balance, February 28, 2026 |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Other comprehensive income (loss) before reclassifications |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
||
Amounts reclassified from AOCL |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Balance, May 31, 2026 |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
(in millions) |
|
Unrealized Gain (Loss) on Derivative Financial Instruments |
|
|
Foreign Currency Translation Adjustment |
|
|
Other |
|
|
AOCL |
|
||||
Balance, August 31, 2025 |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Other comprehensive income (loss) before reclassifications |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Amounts reclassified from AOCL |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Balance, May 31, 2026 |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
(in millions) |
|
Unrealized Gain (Loss) on Derivative Financial Instruments |
|
|
Foreign Currency Translation Adjustment |
|
|
Other |
|
|
AOCL |
|
||||
Balance, February 28, 2025 |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Other comprehensive income (loss) before reclassifications |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Amounts reclassified from AOCL |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Balance, May 31, 2025 |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
15
(in millions) |
|
Unrealized Gain (Loss) on Derivative Financial Instruments |
|
|
Foreign Currency Translation Adjustment |
|
|
Other |
|
|
AOCL |
|
||||
Balance, August 31, 2024 |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Other comprehensive income (loss) before reclassifications |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amounts reclassified from AOCL |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Balance, May 31, 2025 |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Note 10 – Earnings Per Share
The shares used in the computation of basic and diluted earnings per common share are reconciled as follows:
|
Three months ended |
|
|
Nine months ended |
|
||||||||||
(in thousands) |
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Weighted average basic common shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
||||
Dilutive effect of |
|
|
|
|
|
|
|
|
|
|
|
||||
Dilutive effect of restricted stock units (2) |
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average diluted common shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
||||
(1)
(2)
Basic earnings per common share (EPS) is computed by dividing Net earnings attributable to Greenbrier by weighted average basic common shares outstanding.
Diluted EPS is calculated using the more dilutive of two methods. The first method includes the dilutive effect, using the treasury stock method, associated with restricted stock units and performance based restricted stock units subject to performance criteria, for which actual levels of performance above target have been achieved. The second method supplements the first by also including the “if converted” effect of the shares underlying the
|
Three months ended |
|
|
Nine months ended |
|
|
||||||||||
(in millions, except number of shares which are reflected in thousands, and per share amounts) |
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
|
||||
Net earnings attributable to Greenbrier |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
||||
Weighted average basic common shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic earnings per share |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net earnings attributable to Greenbrier |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
||||
Weighted average diluted common shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted earnings per share |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
||||
16
Note 11 – Derivative Instruments
Foreign operations give rise to market risks from changes in foreign currency exchange rates. Foreign exchange contracts with established financial institutions are utilized to hedge a portion of that risk. Interest rate swap agreements are used to reduce the impact of changes in interest rates on certain current and probable future debt. The Company’s foreign exchange contracts and interest rate swap agreements are designated as cash flow hedges, and therefore the effective portion of unrealized gains and losses is recorded in AOCL.
At May 31, 2026 exchange rates, notional amounts of foreign exchange contracts for the purchase of Polish Zlotys and the sale of Euros, the purchase of U.S. Dollars and the sale of Euros, and the purchase and sale of Mexican Pesos and U.S. Dollars, aggregated to $
At May 31, 2026, interest rate swap agreements maturing from
Fair Values of Derivative Instruments
(in millions)
|
|
Asset Derivatives |
|
|
Liability Derivatives |
|
||||||||||||||
|
|
|
|
May 31, |
|
|
August 31, |
|
|
|
|
May 31, |
|
|
August 31, |
|
||||
|
|
Balance sheet location |
|
Fair Value |
|
|
Fair Value |
|
|
Balance sheet location |
|
Fair Value |
|
|
Fair Value |
|
||||
as hedging instruments |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts |
|
|
$ |
|
|
$ |
|
|
|
$ |
|
|
$ |
|
||||||
Interest rate swap contracts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
$ |
|
|
$ |
|
|
|
|
$ |
|
|
$ |
|
||||
Derivatives not designated as hedging instruments |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts |
|
|
$ |
|
|
$ |
|
|
|
$ |
|
|
$ |
|
||||||
The Effect of Derivative Instruments on the Statements of Income
(in millions)
Three months ended May 31, 2026 and 2025
Derivatives in cash flow hedging relationships |
Gain (loss) recognized in AOCL on derivatives three months ended |
|
Location of gain (loss) reclassified from AOCL into income |
Gain (loss) reclassified from AOCL into income three months ended |
|
||||||||||
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Foreign exchange contracts |
$ |
( |
) |
|
$ |
( |
) |
Revenue |
$ |
|
|
$ |
|
||
Foreign exchange contracts |
|
|
|
|
|
Cost of revenue |
|
|
|
|
|
||||
Interest rate swap contracts |
|
|
|
|
( |
) |
Interest and foreign exchange |
|
|
|
|
|
|||
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||
17
Derivatives not designated as hedging instruments |
|
Location of gain (loss) recognized in income on derivatives |
|
Gain (loss) recognized in income on derivatives three months ended |
|
|||||
|
|
|
|
2026 |
|
|
2025 |
|
||
Foreign exchange contracts |
|
|
$ |
|
|
$ |
|
|||
The Effect of Derivative Instruments on the Statements of Income
(in millions)
Nine months ended May 31, 2026 and 2025
Derivatives in cash flow hedging relationships |
|
Gain (loss) recognized in AOCL on derivatives nine months ended |
|
|
Location of gain (loss) reclassified from AOCL into income |
|
Gain (loss) reclassified from AOCL into income nine months ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
|
|
2026 |
|
|
2025 |
|
||||
Foreign exchange contracts |
|
$ |
|
|
$ |
|
|
Revenue |
|
$ |
|
|
$ |
|
||||
Foreign exchange contracts |
|
|
|
|
|
|
|
Cost of revenue |
|
|
|
|
|
( |
) |
|||
Interest rate swap contracts |
|
|
|
|
|
|
|
Interest and foreign exchange |
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
|
|
$ |
|
|
$ |
|
||||
Derivatives not designated as hedging instruments |
|
Location of gain (loss) recognized in income on derivatives |
|
Gain (loss) recognized in income on derivatives nine months ended |
|
|||||
|
|
|
|
2026 |
|
|
2025 |
|
||
Foreign exchange contracts |
|
|
$ |
|
|
$ |
( |
) |
||
The following table presents the location and amounts in the Condensed Consolidated Statements of Income in which the effects of the cash flow hedges were recorded for the three and nine months ended May 31, 2026 and 2025:
|
|
Three months ended |
|
|
Nine months ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Total Revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Gain (loss) on cash flow hedges in Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gain (loss) reclassified from AOCL |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Amount excluded from effectiveness testing |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Cost of revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Gain (loss) on cash flow hedges in Cost of revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gain (loss) reclassified from AOCL |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|||
Amount excluded from effectiveness testing |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Interest and foreign exchange |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Gain (loss) on cash flow hedges in Interest and foreign exchange |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate swap contracts: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gain (loss) reclassified from AOCL |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
18
Note 12 – Segment Information
The Company operates in
The Company's CODM is Greenbrier's President and Chief Executive Officer. Segment earnings from operations is the measure of profit or loss used by the CODM. As part of the Company’s budgeting and forecasting process, the CODM uses Segment earnings from operations to allocate capital and resources to each segment and considers variances from budget, forecasts, and prior period results to assess current period performance for each segment. Segment earnings from operations includes all revenues, expenses, and net gains or losses on asset dispositions that are directly attributable to each segment. Corporate expenses include selling and administrative costs not directly attributable to the reportable segments due to the Company’s integrated business model and therefore are not allocated to Segment earnings from operations. The Company does not allocate Interest and foreign exchange, Earnings from unconsolidated affiliates, or Income tax for either external or internal reporting purposes. Intersegment sales and transfers are valued as if the sales or transfers were to third parties. Related revenue and margin are eliminated in consolidation and therefore are not included in consolidated results in the Company’s Consolidated Financial Statements.
The information in the following tables is derived directly from the segments’ internal financial reports used for corporate management purposes, which includes the significant expense categories that are regularly reviewed by the CODM.
For the three months ended May 31, 2026:
(in millions) |
|
Manufacturing |
|
|
Leasing & Fleet Management |
|
|
Total |
|
|||
Revenue |
|
|
|
|
|
|
|
|
|
|||
Revenue from external customers |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Intersegment revenue |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Elimination of intersegment revenues |
|
|
|
|
|
|
|
|
( |
) |
||
Total consolidated revenues |
|
|
|
|
|
|
|
|
|
|||
Cost of revenue |
|
|
|
|
|
|
|
|
|
|||
Cost of revenue from external customers |
|
|
|
|
|
|
|
|
|
|||
Intersegment cost of revenue |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Margin |
|
|
|
|
|
|
|
|
|
|||
Selling and administrative |
|
|
|
|
|
|
|
|
|
|||
Net gain on disposition of equipment |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Segment earnings from operations |
|
$ |
|
|
$ |
|
|
$ |
|
|||
19
For the nine months ended May 31, 2026:
(in millions) |
|
Manufacturing |
|
|
Leasing & Fleet Management |
|
|
Total |
|
|||
Revenue |
|
|
|
|
|
|
|
|
|
|||
Revenue from external customers |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Intersegment revenue |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Elimination of intersegment revenues |
|
|
|
|
|
|
|
|
( |
) |
||
Total consolidated revenues |
|
|
|
|
|
|
|
|
|
|||
Cost of revenue |
|
|
|
|
|
|
|
|
|
|||
Cost of revenue from external customers |
|
|
|
|
|
|
|
|
|
|||
Intersegment cost of revenue |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Margin |
|
|
|
|
|
|
|
|
|
|||
Selling and administrative |
|
|
|
|
|
|
|
|
|
|||
Net gain on disposition of equipment |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Segment earnings from operations |
|
$ |
|
|
$ |
|
|
$ |
|
|||
For the three months ended May 31, 2025:
(in millions) |
|
Manufacturing |
|
|
Leasing & Fleet Management |
|
|
Total |
|
|||
Revenue |
|
|
|
|
|
|
|
|
|
|||
Revenue from external customers |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Intersegment revenue |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Elimination of intersegment revenues |
|
|
|
|
|
|
|
|
( |
) |
||
Total consolidated revenues |
|
|
|
|
|
|
|
|
|
|||
Cost of revenue |
|
|
|
|
|
|
|
|
|
|||
Cost of revenue from external customers |
|
|
|
|
|
|
|
|
|
|||
Intersegment cost of revenue |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Elimination of intersegment margin |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Margin |
|
|
|
|
|
|
|
|
|
|||
Selling and administrative |
|
|
|
|
|
|
|
|
|
|||
Net gain on disposition of equipment |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Segment earnings from operations |
|
$ |
|
|
$ |
|
|
$ |
|
|||
20
For the nine months ended May 31, 2025:
(in millions) |
|
Manufacturing |
|
|
Leasing & Fleet Management |
|
|
Total |
|
|||
Revenue |
|
|
|
|
|
|
|
|
|
|||
Revenue from external customers |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Intersegment revenue |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Elimination of intersegment revenues |
|
|
|
|
|
|
|
|
( |
) |
||
Total consolidated revenues |
|
|
|
|
|
|
|
|
|
|||
Cost of revenue |
|
|
|
|
|
|
|
|
|
|||
Cost of revenue from external customers |
|
|
|
|
|
|
|
|
|
|||
Intersegment cost of revenue |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Elimination of intersegment margin |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Margin |
|
|
|
|
|
|
|
|
|
|||
Selling and administrative |
|
|
|
|
|
|
|
|
|
|||
Net gain on disposition of equipment |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Segment earnings from operations |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Reconciliation of Segment earnings from operations to Earnings before income tax and earnings from unconsolidated affiliates:
|
|
Three months ended |
|
|
Nine months ended |
|
||||||||||
(in millions) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Segment earnings from operations |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Manufacturing |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Leasing & Fleet Management |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Earnings from operations |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest and foreign exchange |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Earnings before income tax and earnings from unconsolidated affiliates |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The following tables present selected financial information by segment.
|
|
Total assets |
|
|||||
(in millions) |
|
May 31, |
|
|
August 31, |
|
||
Manufacturing |
|
$ |
|
|
$ |
|
||
Leasing & Fleet Management |
|
|
|
|
|
|
||
Unallocated, including cash |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
21
|
|
Three months ended |
|
|
Nine months ended |
|
||||||||||
(in millions) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Depreciation and amortization: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Manufacturing |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Leasing & Fleet Management |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Capital expenditures: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Manufacturing |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Leasing & Fleet Management |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Note 13 – Leases
Lessor
Equipment on operating leases is reported net of accumulated depreciation of $
Aggregate minimum future amounts receivable under all non-cancelable operating leases and subleases at May 31, 2026, will mature as follows:
(in millions) |
|
|
|
|
Remaining three months of 2026 |
|
$ |
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
Thereafter |
|
|
|
|
|
|
$ |
|
|
Lessee
The Company leases railcars, real estate, and certain equipment under operating and, to a lesser extent, finance lease arrangements. As of and for the three and nine months ended May 31, 2026 and 2025, finance leases were not a material component of the Company's lease portfolio. The Company’s real estate and equipment leases have remaining lease terms ranging from less than
22
The components of operating lease costs were as follows:
|
|
Three months ended |
|
|
Nine months ended |
|
||||||||||
(in millions) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Operating lease expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Short-term lease expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Aggregate minimum future amounts payable under operating leases having initial or remaining non-cancelable terms at May 31, 2026, will mature as follows:
(in millions) |
|
|
|
|
Remaining three months of 2026 |
|
$ |
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
Thereafter |
|
|
|
|
Total lease payments |
|
$ |
|
|
Less: Imputed interest |
|
|
( |
) |
|
$ |
|
||
The table below presents additional information related to the Company’s operating leases:
|
|
May 31, |
|
|
August 31, |
|
||
Weighted average remaining lease term (years) |
|
|
|
|
|
|
||
Weighted average discount rate |
|
|
% |
|
|
% |
||
Supplemental cash flow information related to leases were as follows:
|
|
Nine months ended |
|
|||||
(in millions) |
|
2026 |
|
|
2025 |
|
||
Cash paid for amounts included in the measurement of lease liabilities: |
|
|
|
|
|
|
||
Operating cash flows from operating leases |
|
$ |
|
|
$ |
|
||
ROU assets obtained in exchange for lease liabilities: |
|
|
|
|
|
|
||
Operating leases |
|
$ |
|
|
$ |
|
||
Note 14 – Commitments and Contingencies
Portland Harbor Superfund Site
The Company has been identified as a potentially responsible party (PRP) by the U.S. Environmental Protection Agency (EPA) in connection with the Company’s former Portland, Oregon manufacturing facility (Portland Property), which is within the boundary of the Portland Harbor Superfund Site. The Company sold the Portland Property in May 2023.
The EPA’s January 6, 2017 record of decision (ROD) for the Portland Harbor Superfund Site identifies a cleanup remedy that the EPA estimates will take
23
Approximately 100 parties, including the State of Oregon and the federal government, are participating in a non-judicial, mediated allocation process to try to allocate costs associated with remediation of the Portland Harbor Superfund Site. Some allocation participants that have received a Special Notice Letter from the EPA, including the Company, are discussing remedial action consent decree terms with the EPA and the U.S. Department of Justice.
A suit filed by the Company and other PRPs against 69 other parties for cost recovery, Arkema Inc. et al v. A & C Foundry Products, Inc. et al, U.S. District Court for the District of Oregon, Case #3:09-cv-453-PK, has been stayed by the court to allow the allocation to proceed, currently through January 14, 2028.
The Confederated Tribes and Bands of the Yakama Nation have sued 30 parties, including the Company, for unspecified costs incurred in assessing alleged natural resource damages to the Lower Columbia River and Multnomah Channel from contaminants deposited at the Portland Harbor Superfund Site. Confederated Tribes and Bands of the Yakama Nation v. Air Liquide America Corp., et al., U.S. District Court for the District of Oregon, Portland Division, Case No. 3:17-CV-00164. The Yakama litigation is stayed pending completion of the allocation process under supervision of the Arkema court, currently through January 14, 2028.
Responsibility for funding and implementing the EPA’s selected cleanup remedy will be determined at an unspecified later date as part of the allocation process. The Company also continues to investigate potential historical sources of contamination from the Portland Property to the Willamette River under oversight from the Oregon Department of Environmental Quality. Because environmental investigations are still underway, sufficient information is currently not available to determine the Company’s liability, if any, for cleanup costs or damages to natural resources.
Any of the above matters could adversely affect the Company’s business and Consolidated Financial Statements. However, any contamination or exacerbation of contamination that occurs after the sale of the Portland Property will be the liability of the current and future owners and operators of the Portland Property.
U.S. Customs and Border Protection’s Freight Rail Coupler Investigation
In August 2025, the U.S. Customs and Border Protection (CBP) published a Notice of Initiation of Investigation and Interim Measures under the Enforce and Protect Act against Greenbrier. The CBP stated that it is investigating whether the Company evaded certain duty orders (the Orders) on freight rail couplers and parts from Mexico and/or China.
In May 2026, CBP issued a Notice of Determination (the Determination) that the Company evaded antidumping and countervailing duties (AD/CVD) on certain freight rail couplers (FRCs) attached to newly-built railcars during the Period of Investigation (POI) dating to April 2024. The Determination ordered the Company to rectify any noncompliance with provisions of admission of railcars to which FRCs subject to the Orders were affixed and to henceforth require the Company to file formal consumption entries for FRCs subject to the Orders. CBP did not specify any amount of Company liability for FRCs subject to the Orders admitted into the United States as part of the Company’s movement of newly-built railcars from the start of the POI to the Determination. Greenbrier is fully cooperating with CBP on this matter. The Company has filed an administrative appeal of the Determination. At this time, the Company is unable to estimate a potential loss, and the likelihood of loss is not probable.
Other Litigation, Commitments and Contingencies
From time to time, the Company is involved as a defendant in litigation in the ordinary course of business, the outcomes of which cannot be predicted with certainty. While the ultimate outcome of such legal proceedings cannot be determined at this time, the Company believes that the resolution of pending litigation will not have a material adverse effect on the Company's Consolidated Financial Statements.
As of May 31, 2026, the Company had outstanding letters of credit aggregating to $
24
Note 15 – Fair Value Measures
Certain assets and liabilities are reported at fair value on either a recurring or nonrecurring basis. Fair value, for this disclosure, is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, under a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:
Level 1 - observable inputs such as unadjusted quoted prices in active markets for identical instruments;
Level 2 - inputs, other than the quoted market prices in active markets for similar instruments, which are observable, either directly or indirectly; and
Level 3 - unobservable inputs for which there is little or no market data available, which require the reporting entity to develop its own assumptions.
Assets and liabilities measured at fair value on a recurring basis as of May 31, 2026 were:
(in millions) |
|
Total |
|
|
Level 1 |
|
|
Level 2 (1) |
|
|
Level 3 |
|
||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative financial instruments |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
||
Nonqualified savings plan investments |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Cash equivalents |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative financial instruments |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
||
Assets and liabilities measured at fair value on a recurring basis as of August 31, 2025 were:
(in millions) |
|
Total |
|
|
Level 1 |
|
|
Level 2 (1) |
|
|
Level 3 |
|
||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative financial instruments |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
||
Nonqualified savings plan investments |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Cash equivalents |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative financial instruments |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
||
Note 16 – Related Party Transactions
The Company has a
25
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Executive Summary
We operate in two reportable segments: Manufacturing and Leasing & Fleet Management. Our segments are operationally integrated. The Manufacturing segment designs, builds and markets freight railcars and component parts in North America and Europe. We also perform sustainable conversions and railcar maintenance, which includes wheel and axle services. The Leasing & Fleet Management segment owns and leases approximately 20,600 railcars as of May 31, 2026. We offer railcar management, regulatory compliance services and leasing services to railroads and other railcar owners in North America.
We continue to operate in an environment characterized by macroeconomic uncertainty, including inflationary pressures, global trade tensions and tariffs, volatility in foreign exchange and interest rates and geopolitical instability. These conditions, along with the potential for a sustained economic slowdown or ongoing supply chain disruptions, could materially and adversely affect our operations and financial performance. Direct impacts may include increased costs for raw materials, labor, and manufacturing inputs, while indirect impacts may include reduced demand for new railcar orders and leasing activity.
We are monitoring developments related to tariffs and trade policies, including those imposed under Section 232 of the Trade Expansion Act of 1962 on steel and aluminum, the impact of the recent Notice of Determination on freight couplers from the U.S. Customs and Border Protection and the administration of trade policy in North America. Uncertainty in these areas has adversely affected, and may continue to adversely affect, North American industry-wide demand for new railcars, including demand for our products, and therefore, our results of operations. We remain focused on managing and, to the extent possible, mitigating the potential impacts of these evolving conditions on our business.
Despite these potential headwinds, we believe we are well-positioned to continue to execute on our multi-year strategy. In addition, we believe our integrated business model provides flexibility across economic cycles. We maintain a diversified customer base and disciplined approach to managing working capital and operating costs.
We continue to execute on our strategic plan of increasing recurring revenue, expanding aggregate gross margin and raising return on invested capital. Recurring revenue is defined as Leasing & Fleet Management revenue excluding the impact of syndication transactions.
Backlog
Our railcar backlog was 13,800 units with an estimated value of $2.0 billion as of May 31, 2026, with deliveries extending into 2028 and beyond. Our backlog includes approximately $720 million of railcars intended for syndication which are supported by lease agreements with external customers and may be syndicated to third parties or held in our lease fleet depending on a variety of factors. Approximately 12% of backlog units and 13% of estimated backlog value as of May 31, 2026 was associated with our Brazilian manufacturing operations which is accounted for under the equity method.
Our backlog of railcar units is not necessarily indicative of future results of operations. Certain orders in backlog are subject to customary documentation and completion of terms. Customers may attempt to cancel or modify orders in backlog. Historically, little variation has been experienced between the quantity ordered and the quantity actually delivered, though the timing of deliveries may be modified from time to time.
26
Segment Information
Effective September 1, 2025, we changed our measurement basis for allocating revenue and expenses associated with syndication activity between our Manufacturing and Leasing & Fleet Management reportable segments. This change reflects the information currently provided to our CODM to assess performance and allocate resources and had no impact on our consolidated results of operations or financial position. Prior period segment results have been recast to conform to the current period presentation. See Note 12 - Segment Information to the Condensed Consolidated Financial Statements for additional information for additional information on our reportable segments.
Risks, uncertainties and other important factors described in Part I Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended August 31, 2025 may have a material negative impact on our business, liquidity, results of operations and stock price. Beyond these general observations, we are unable to predict when, how, or with what magnitude these items will impact our business.
27
Three Months Ended May 31, 2026 Compared to the Three Months Ended May 31, 2025
Overview
Revenue, Cost of revenue, Margin and Earnings from operations presented below, include amounts from external parties and exclude intersegment activity that is eliminated in consolidation.
|
|
Three months ended |
|
|||||
(in millions, except per share amounts) |
|
2026 |
|
|
2025 |
|
||
Revenue |
|
|
|
|
|
|
||
Manufacturing |
|
$ |
529.1 |
|
|
$ |
793.4 |
|
Leasing & Fleet Management |
|
|
47.4 |
|
|
|
49.3 |
|
|
|
|
576.5 |
|
|
|
842.7 |
|
Cost of revenue |
|
|
|
|
|
|
||
Manufacturing |
|
|
476.6 |
|
|
|
672.6 |
|
Leasing & Fleet Management |
|
|
18.8 |
|
|
|
18.6 |
|
|
|
|
495.4 |
|
|
|
691.2 |
|
Margin |
|
|
|
|
|
|
||
Manufacturing |
|
|
52.5 |
|
|
|
120.8 |
|
Leasing & Fleet Management |
|
|
28.6 |
|
|
|
30.7 |
|
|
|
|
81.1 |
|
|
|
151.5 |
|
Selling and administrative expense |
|
|
55.2 |
|
|
|
65.9 |
|
Net gain on disposition of equipment |
|
|
(6.0 |
) |
|
|
(7.0 |
) |
Earnings from operations |
|
|
31.9 |
|
|
|
92.6 |
|
Interest and foreign exchange |
|
|
16.5 |
|
|
|
13.2 |
|
Earnings before income tax and earnings from unconsolidated affiliates |
|
|
15.4 |
|
|
|
79.4 |
|
Income tax expense |
|
|
(3.0 |
) |
|
|
(18.1 |
) |
Earnings before earnings from unconsolidated affiliates |
|
|
12.4 |
|
|
|
61.3 |
|
Earnings from unconsolidated affiliates |
|
|
5.1 |
|
|
|
6.2 |
|
Net earnings |
|
|
17.5 |
|
|
|
67.5 |
|
Net (earnings) loss attributable to noncontrolling interest |
|
|
1.4 |
|
|
|
(7.4 |
) |
Net earnings attributable to Greenbrier |
|
$ |
18.9 |
|
|
$ |
60.1 |
|
Diluted earnings per common share |
|
$ |
0.60 |
|
|
$ |
1.86 |
|
Performance for our segments is evaluated based on Earnings from operations. Corporate includes selling and administrative costs not directly related to goods and services and certain costs that are intertwined among segments due to our integrated business model. Management does not allocate Interest and foreign exchange or Income tax expense for either external or internal reporting purposes.
|
|
Three months ended |
|
|||||
(in millions) |
|
2026 |
|
|
2025 |
|
||
Earnings (loss) from operations: |
|
|
|
|
|
|
||
Manufacturing |
|
$ |
30.4 |
|
|
$ |
98.5 |
|
Leasing & Fleet Management |
|
|
29.2 |
|
|
|
30.8 |
|
Corporate |
|
|
(27.7 |
) |
|
|
(36.7 |
) |
|
|
$ |
31.9 |
|
|
$ |
92.6 |
|
28
Consolidated Results
|
|
Three months ended |
|
|
|
|
|
|
|
|||||||
(in millions) |
|
2026 |
|
|
2025 |
|
|
Increase |
|
|
% |
|
||||
Revenue |
|
$ |
576.5 |
|
|
$ |
842.7 |
|
|
$ |
(266.2 |
) |
|
|
(31.6 |
%) |
Cost of revenue |
|
$ |
495.4 |
|
|
$ |
691.2 |
|
|
$ |
(195.8 |
) |
|
|
(28.3 |
%) |
Margin (%) |
|
|
14.1 |
% |
|
|
18.0 |
% |
|
|
(3.9 |
%) |
|
* |
|
|
Net earnings attributable to Greenbrier |
|
$ |
18.9 |
|
|
$ |
60.1 |
|
|
$ |
(41.2 |
) |
|
|
(68.6 |
%) |
* Not meaningful
Through our integrated business model, we provide a broad range of custom products and services in each of our reportable segments, which have various selling prices and margins. The demand for and mix of products and services delivered changes from period to period, which causes fluctuations in our financial results.
Revenue decreased $266.2 million or 31.6% for the three months ended May 31, 2026 as compared to the three months ended May 31, 2025 primarily due to a 38.5% decrease in deliveries and a change in railcar manufacturing product mix.
Cost of revenue decreased $195.8 million or 28.3% for the three months ended May 31, 2026 as compared to the three months ended May 31, 2025 primarily due to a 38.5% decrease in deliveries and a change in railcar manufacturing product mix.
Margin percentage decreased 3.9% for the three months ended May 31, 2026 compared to the three months ended May 31, 2025 primarily due to an unfavorable change in railcar manufacturing product mix and operating at lower volumes during the three months ended May 31, 2026.
Net earnings attributable to Greenbrier decreased $41.2 million for the three months ended May 31, 2026 as compared to the three months ended May 31, 2025 primarily due to:
This was partially offset by the following:
29
Manufacturing Segment
|
|
Three months ended |
|
|
|
|
|
|
|
|||||||
(in millions, except railcar deliveries) |
|
2026 |
|
|
2025 |
|
|
Increase |
|
|
% |
|
||||
Revenue |
|
$ |
529.1 |
|
|
$ |
793.4 |
|
|
$ |
(264.3 |
) |
|
|
(33.3 |
%) |
Cost of revenue |
|
$ |
476.6 |
|
|
$ |
672.6 |
|
|
$ |
(196.0 |
) |
|
|
(29.1 |
%) |
Margin (%) |
|
|
9.9 |
% |
|
|
15.2 |
% |
|
|
(5.3 |
%) |
|
* |
|
|
Earnings from operations ($) |
|
$ |
30.4 |
|
|
$ |
98.5 |
|
|
$ |
(68.1 |
) |
|
|
(69.1 |
%) |
Earnings from operations (%) |
|
|
5.7 |
% |
|
|
12.4 |
% |
|
|
(6.7 |
%) |
|
* |
|
|
Deliveries |
|
|
3,200 |
|
|
|
5,200 |
|
|
|
(2,000 |
) |
|
|
(38.5 |
%) |
* Not meaningful
Our Manufacturing segment primarily generates revenue from manufacturing a wide range of railcar products and components, syndication activity associated with leases attached to new railcar sales and performing sustainable conversion services. Manufacturing also generates revenue by providing railcar maintenance services.
Manufacturing Revenue decreased $264.3 million or 33.3% for the three months ended May 31, 2026 compared to the three months ended May 31, 2025 primarily due to a 38.5% decrease in deliveries and a change in railcar manufacturing product mix.
Manufacturing Cost of revenue decreased $196.0 million or 29.1% for the three months ended May 31, 2026 compared to the three months ended May 31, 2025. The decrease was primarily attributed to a 38.5% decline in deliveries and a change in railcar manufacturing product mix during the three months ended May 31, 2026.
Manufacturing Margin percentage decreased 5.3% for the three months ended May 31, 2026 compared to the three months ended May 31, 2025. The decrease was primarily attributed to an unfavorable change in railcar manufacturing product mix and operating at lower volumes during the three months ended May 31, 2026.
Manufacturing Earnings from operations decreased $68.1 million for the three months ended May 31, 2026 compared to the three months ended May 31, 2025. The decrease was primarily attributed to a 38.5% decrease in deliveries and a change in railcar manufacturing product mix during the three months ended May 31, 2026.
30
Leasing & Fleet Management Segment
|
|
Three months ended |
|
|
|
|
|
|
|
|||||||
(in millions) |
|
2026 |
|
|
2025 |
|
|
Increase |
|
|
% |
|
||||
Revenue |
|
$ |
47.4 |
|
|
$ |
49.3 |
|
|
$ |
(1.9 |
) |
|
|
(3.9 |
%) |
Cost of revenue |
|
$ |
18.8 |
|
|
$ |
18.6 |
|
|
$ |
0.2 |
|
|
|
1.1 |
% |
Margin (%) |
|
|
60.3 |
% |
|
|
62.3 |
% |
|
|
(1.9 |
%) |
|
* |
|
|
Earnings from operations ($) |
|
$ |
29.2 |
|
|
$ |
30.8 |
|
|
$ |
(1.6 |
) |
|
|
(5.2 |
%) |
Earnings from operations (%) |
|
|
61.6 |
% |
|
|
62.5 |
% |
|
|
(0.9 |
%) |
|
* |
|
|
* Not meaningful
The Leasing & Fleet Management segment generates revenue from leasing railcars from our lease fleet, providing various fleet management services and interim rent on leased railcars for syndication.
Leasing & Fleet Management Revenue decreased $1.9 million or 3.9% for the three months ended May 31, 2026 compared to the three months ended May 31, 2025. The decrease was attributed to $0.9 million in lower lease revenue primarily associated with utilization based arrangements and a $0.7 million decline in interim rent on leased railcars for syndication during the three months ended May 31, 2026.
Leasing & Fleet Management Cost of revenue increased $0.2 million or 1.1% for the three months ended May 31, 2026 compared to the three months ended May 31, 2025. The increase was primarily due to higher costs from a larger lease fleet during the three months ended May 31, 2026.
Leasing & Fleet Management Margin percentage decreased 1.9% for the three months ended May 31, 2026 compared to the three months ended May 31, 2025. The decrease was primarily attributed to lower lease revenue associated with utilization based arrangements during the three months ended May 31, 2026.
Leasing & Fleet Management Earnings from operations decreased $1.6 million for the three months ended May 31, 2026 compared to the three months ended May 31, 2025. The decrease was attributed to lower lease revenue primarily associated with utilization based arrangements and a decline in interim rent on leased railcars for syndication during the three months ended May 31, 2026. This was partially offset by a $0.9 million increase in net gain on disposition of equipment from higher sales of assets from our lease fleet during for the three months ended May 31, 2026.
31
Selling and Administrative Expense
|
|
Three months ended |
|
|
|
|
|
|
|
|||||||
(in millions) |
|
2026 |
|
|
2025 |
|
|
Increase |
|
|
% |
|
||||
Selling and administrative expense |
|
$ |
55.2 |
|
|
$ |
65.9 |
|
|
$ |
(10.7 |
) |
|
|
(16.2 |
%) |
Selling and administrative expense was $55.2 million for the three months ended May 31, 2026 compared to $65.9 million for the prior comparable period. The $10.7 million decrease was primarily attributed to lower employee-related costs for the three months ended May 31, 2026.
Net Gain on Disposition of Equipment
Net gain on disposition of equipment typically includes the sale of assets from our lease fleet (Equipment on operating leases, net) and disposition of property, plant and equipment. Assets are periodically sold in the normal course of business in order to optimize our lease fleet and to manage risk and liquidity.
Net gain on disposition of equipment was $6.0 million for the three months ended May 31, 2026 compared to $7.0 million for the prior comparable period. The decrease in Net gain on disposition of equipment was primarily attributed to lower sales of assets from our lease fleet during the three months ended May 31, 2026.
Interest and Foreign Exchange
Interest and foreign exchange expense was composed of the following:
|
|
Three months ended |
|
|
|
|
||||||
(in millions) |
|
2026 |
|
|
2025 |
|
|
Increase |
|
|||
Interest and foreign exchange: |
|
|
|
|
|
|
|
|
|
|||
Interest and other expense, net |
|
$ |
18.1 |
|
|
$ |
18.7 |
|
|
$ |
(0.6 |
) |
Foreign exchange gain, net |
|
|
(1.6 |
) |
|
|
(5.5 |
) |
|
|
3.9 |
|
|
|
$ |
16.5 |
|
|
$ |
13.2 |
|
|
$ |
3.3 |
|
The $3.3 million increase in Interest and foreign exchange expense for the three months ended May 31, 2026 compared to the three months ended May 31, 2025 was primarily attributed to the change in the Brazilian Real's and Mexican Peso's foreign exchange rates relative to the U.S. Dollar during the three months ended May 31, 2026.
Income Tax
For the three months ended May 31, 2026, we had income tax expense of $3.0 million on pre-tax income of $15.4 million for an effective tax rate of 19.5%. The effective tax rate was primarily impacted by net favorable discrete items related to our foreign subsidiaries.
For the three months ended May 31, 2025, we had income tax expense of $18.1 million on pre-tax income of $79.4 million for an effective tax rate of 22.8%. The effective tax rate benefited from net favorable discrete items related to our foreign subsidiaries.
The provision for income taxes during interim quarterly reporting periods is based on our estimates of the effective tax rates for the full fiscal year and may be positively or negatively impacted by adjustments that are required to be reported in the quarter. The effective tax rate can fluctuate year-to-year due to changes in the mix of foreign and domestic pre-tax earnings. It can also fluctuate with changes in the proportion of pre-tax earnings attributable to our Mexican railcar manufacturing joint venture. The joint venture is treated as a partnership for tax purposes and, as a result, the partnership’s entire pre-tax earnings are included in earnings before income taxes and earnings from unconsolidated affiliates, whereas only our 50% share of the tax is included in Income tax expense.
32
Earnings From Unconsolidated Affiliates
Through unconsolidated affiliates we produce rail and industrial components, including an ownership stake in a railcar manufacturer in Brazil. We record the results from these unconsolidated affiliates on an after-tax basis.
Earnings from unconsolidated affiliates were $5.1 million and $6.2 million for the three months ended May 31, 2026 and May 31, 2025, respectively. The decrease was primarily due to lower earnings at Axis, a joint venture which manufacturers railcar components, for the three months ended May 31, 2026.
Noncontrolling Interest
Net (earnings) loss attributable to noncontrolling interest was a loss of $1.4 million for the three months ended May 31, 2026 compared to earnings of $7.4 million for the three months ended May 31, 2025. Net (earnings) loss attributable to noncontrolling interest primarily represents our joint venture partner's share in the results of operations of our Mexican railcar manufacturing joint ventures, adjusted for intercompany sales, and our European partner’s share of the results of our European operations. The $8.8 million change from the prior year is primarily a result of a decrease in earnings due to lower railcar deliveries at our Mexican railcar manufacturing joint venture.
33
Nine Months Ended May 31, 2026 Compared to the Nine Months Ended May 31, 2025
Overview
Revenue, Cost of revenue, Margin and Earnings from operations presented below, include amounts from external parties and exclude intersegment activity that is eliminated in consolidation.
|
|
Nine months ended |
|
|||||
(in millions, except per share amounts) |
|
2026 |
|
|
2025 |
|
||
Revenue |
|
|
|
|
|
|
||
Manufacturing |
|
$ |
1,727.6 |
|
|
$ |
2,337.2 |
|
Leasing & Fleet Management |
|
|
142.5 |
|
|
|
143.5 |
|
|
|
|
1,870.1 |
|
|
|
2,480.7 |
|
Cost of revenue |
|
|
|
|
|
|
||
Manufacturing |
|
|
1,561.9 |
|
|
|
1,964.2 |
|
Leasing & Fleet Management |
|
|
54.3 |
|
|
|
52.8 |
|
|
|
|
1,616.2 |
|
|
|
2,017.0 |
|
Margin |
|
|
|
|
|
|
||
Manufacturing |
|
|
165.7 |
|
|
|
373.0 |
|
Leasing & Fleet Management |
|
|
88.2 |
|
|
|
90.7 |
|
|
|
|
253.9 |
|
|
|
463.7 |
|
Selling and administrative expense |
|
|
172.5 |
|
|
|
192.5 |
|
Net gain on disposition of equipment |
|
|
(36.7 |
) |
|
|
(16.8 |
) |
Earnings from operations |
|
|
118.1 |
|
|
|
288.0 |
|
Interest and foreign exchange |
|
|
45.7 |
|
|
|
58.3 |
|
Earnings before income tax and earnings from unconsolidated affiliates |
|
|
72.4 |
|
|
|
229.7 |
|
Income tax expense |
|
|
(17.0 |
) |
|
|
(71.5 |
) |
Earnings before earnings from unconsolidated affiliates |
|
|
55.4 |
|
|
|
158.2 |
|
Earnings from unconsolidated affiliates |
|
|
13.3 |
|
|
|
14.6 |
|
Net earnings |
|
|
68.7 |
|
|
|
172.8 |
|
Net (earnings) loss attributable to noncontrolling interest |
|
|
1.6 |
|
|
|
(5.5 |
) |
Net earnings attributable to Greenbrier |
|
$ |
70.3 |
|
|
$ |
167.3 |
|
Diluted earnings per common share |
|
$ |
2.21 |
|
|
$ |
5.18 |
|
Performance for our segments is evaluated based on Earnings from operations. Corporate includes selling and administrative costs not directly related to goods and services and certain costs that are intertwined among segments due to our integrated business model. Management does not allocate Interest and foreign exchange or Income tax expense for either external or internal reporting purposes.
|
|
Nine months ended |
|
|||||
(in millions) |
|
2026 |
|
|
2025 |
|
||
Earnings (loss) from operations: |
|
|
|
|
|
|
||
Manufacturing |
|
$ |
99.7 |
|
|
$ |
300.9 |
|
Leasing & Fleet Management |
|
|
108.7 |
|
|
|
87.3 |
|
Corporate |
|
|
(90.3 |
) |
|
|
(100.2 |
) |
|
|
$ |
118.1 |
|
|
$ |
288.0 |
|
34
Consolidated Results
|
|
Nine months ended |
|
|
|
|
|
|
|
|||||||
(in millions) |
|
2026 |
|
|
2025 |
|
|
Increase |
|
|
% |
|
||||
Revenue |
|
$ |
1,870.1 |
|
|
$ |
2,480.7 |
|
|
$ |
(610.6 |
) |
|
|
(24.6 |
%) |
Cost of revenue |
|
$ |
1,616.2 |
|
|
$ |
2,017.0 |
|
|
$ |
(400.8 |
) |
|
|
(19.9 |
%) |
Margin (%) |
|
|
13.6 |
% |
|
|
18.7 |
% |
|
|
(5.1 |
%) |
|
* |
|
|
Net earnings attributable to Greenbrier |
|
$ |
70.3 |
|
|
$ |
167.3 |
|
|
$ |
(97.0 |
) |
|
|
(58.0 |
%) |
* Not meaningful
Through our integrated business model, we provide a broad range of custom products and services in each of our reportable segments, which have various selling prices and margins. The demand for and mix of products and services delivered changes from period to period, which causes fluctuations in our financial results.
Revenue decreased $610.6 million or 24.6% for the nine months ended May 31, 2026 as compared to the nine months ended May 31, 2025 primarily due to a 32.7% decrease in deliveries and a change in railcar manufacturing product mix.
Cost of revenue decreased $400.8 million or 19.9% for the nine months ended May 31, 2026 as compared to the nine months ended May 31, 2025 primarily due to a 32.7% decrease in deliveries and a change in railcar manufacturing product mix.
Margin percentage decreased 5.1% for the nine months ended May 31, 2026 compared to the nine months ended May 31, 2025 primarily due to an unfavorable change in railcar manufacturing product mix and operating at lower volumes during the nine months ended May 31, 2026.
Net earnings attributable to Greenbrier decreased $97.0 million for the nine months ended May 31, 2026 as compared to the nine months ended May 31, 2025 primarily due to:
This was partially offset by the following:
35
Manufacturing Segment
|
|
Nine months ended |
|
|
|
|
|
|
|
|||||||
(in millions, except railcar deliveries) |
|
2026 |
|
|
2025 |
|
|
Increase |
|
|
% |
|
||||
Revenue |
|
$ |
1,727.6 |
|
|
$ |
2,337.2 |
|
|
$ |
(609.6 |
) |
|
|
(26.1 |
%) |
Cost of revenue |
|
$ |
1,561.9 |
|
|
$ |
1,964.2 |
|
|
$ |
(402.3 |
) |
|
|
(20.5 |
%) |
Margin (%) |
|
|
9.6 |
% |
|
|
16.0 |
% |
|
|
(6.4 |
%) |
|
* |
|
|
Earnings from operations ($) |
|
$ |
99.7 |
|
|
$ |
300.9 |
|
|
$ |
(201.2 |
) |
|
|
(66.9 |
%) |
Earnings from operations (%) |
|
|
5.8 |
% |
|
|
12.9 |
% |
|
|
(7.1 |
%) |
|
* |
|
|
Deliveries |
|
|
10,700 |
|
|
|
15,900 |
|
|
|
(5,200 |
) |
|
|
(32.7 |
%) |
* Not meaningful
Our Manufacturing segment primarily generates revenue from manufacturing a wide range of railcar products and components, syndication activity associated with leases attached to new railcar sales and performing sustainable conversion services. Manufacturing also generates revenue by providing railcar maintenance services.
Manufacturing Revenue decreased $609.6 million or 26.1% for the nine months ended May 31, 2026 compared to the nine months ended May 31, 2025 primarily due to a 32.7% decrease in deliveries and a change in railcar manufacturing product mix.
Manufacturing Cost of revenue decreased $402.3 million or 20.5% for the nine months ended May 31, 2026 compared to the nine months ended May 31, 2025. The decrease was primarily attributed to a 32.7% decline in deliveries and a change in railcar manufacturing product mix during the nine months ended May 31, 2026.
Manufacturing Margin percentage decreased 6.4% for the nine months ended May 31, 2026 compared to the nine months ended May 31, 2025. The decrease was primarily attributed to an unfavorable change in railcar manufacturing product mix and operating at lower volumes during the nine months ended May 31, 2026.
Manufacturing Earnings from operations decreased $201.2 million for the nine months ended May 31, 2026 compared to the nine months ended May 31, 2025. The decrease was primarily attributed to a 32.7% decrease in deliveries and a change in railcar manufacturing product mix during the nine months ended May 31, 2026.
36
Leasing & Fleet Management Segment
|
|
Nine months ended |
|
|
|
|
|
|
|
|||||||
(in millions) |
|
2026 |
|
|
2025 |
|
|
Increase |
|
|
% |
|
||||
Revenue |
|
$ |
142.5 |
|
|
$ |
143.5 |
|
|
$ |
(1.0 |
) |
|
|
(0.7 |
%) |
Cost of revenue |
|
$ |
54.3 |
|
|
$ |
52.8 |
|
|
$ |
1.5 |
|
|
|
2.8 |
% |
Margin (%) |
|
|
61.9 |
% |
|
|
63.2 |
% |
|
|
(1.3 |
%) |
|
* |
|
|
Earnings from operations ($) |
|
$ |
108.7 |
|
|
$ |
87.3 |
|
|
$ |
21.4 |
|
|
|
24.5 |
% |
Earnings from operations (%) |
|
|
76.3 |
% |
|
|
60.8 |
% |
|
|
15.5 |
% |
|
* |
|
|
* Not meaningful
The Leasing & Fleet Management segment generates revenue from leasing railcars from our lease fleet, providing various fleet management services and interim rent on leased railcars for syndication.
Leasing & Fleet Management Revenue decreased $1.0 million or 0.7% for the nine months ended May 31, 2026 compared to the nine months ended May 31, 2025. The decrease was primarily attributed to a $2.9 million decrease in interim rent on leased railcars for syndication during the nine months ended May 31, 2026 and a $1.5 million decrease in management services revenue. This was partially offset by a $3.3 million increase in lease revenue primarily associated with growth of the lease fleet and improved lease rates for the nine months ended May 31, 2026.
Leasing & Fleet Management Cost of revenue increased $1.5 million or 2.8% for the nine months ended May 31, 2026 compared to the nine months ended May 31, 2025. The increase was primarily due to ongoing costs related to servicing leased railcars for syndication and from a larger lease fleet during the nine months ended May 31, 2026.
Leasing & Fleet Management Margin percentage decreased 1.3% for the nine months ended May 31, 2026 compared to the nine months ended May 31, 2025. The decrease was primarily attributed to ongoing costs related to servicing leased railcars for syndication partially offset by improved lease rates during the nine months ended May 31, 2025.
Leasing & Fleet Management Earnings from operations increased $21.4 million for the nine months ended May 31, 2026 compared to the nine months ended May 31, 2025. The increase was primarily attributed to a $20.1 million increase in net gain on disposition of equipment from higher sales of assets from our lease fleet and increase in rents associated with growth of the lease fleet and improved lease rates for the nine months ended May 31, 2026.
37
Selling and Administrative Expense
|
|
Nine months ended |
|
|
|
|
|
|
|
|||||||
(in millions) |
|
2026 |
|
|
2025 |
|
|
Increase |
|
|
% |
|
||||
Selling and administrative expense |
|
$ |
172.5 |
|
|
$ |
192.5 |
|
|
$ |
(20.0 |
) |
|
|
(10.4 |
%) |
Selling and administrative expense was $172.5 million for the nine months ended May 31, 2026 compared to $192.5 million for the prior comparable period. The $20.0 million decrease was primarily attributed to lower employee-related costs for the nine months ended May 31, 2026.
Net Gain on Disposition of Equipment
Net gain on disposition of equipment typically includes the sale of assets from our lease fleet (Equipment on operating leases, net) and disposition of property, plant and equipment. Assets are periodically sold in the normal course of business in order to optimize our lease fleet and to manage risk and liquidity.
Net gain on disposition of equipment was $36.7 million for the nine months ended May 31, 2026 compared to $16.8 million for the prior comparable period. The increase in Net gain on disposition of equipment was primarily attributed to higher sales of assets from our lease fleet during the nine months ended May 31, 2026.
Interest and Foreign Exchange
Interest and foreign exchange expense was composed of the following:
|
|
Nine months ended |
|
|
|
|
||||||
(in millions) |
|
2026 |
|
|
2025 |
|
|
Increase |
|
|||
Interest and foreign exchange: |
|
|
|
|
|
|
|
|
|
|||
Interest and other expense, net |
|
$ |
50.6 |
|
|
$ |
59.2 |
|
|
$ |
(8.6 |
) |
Foreign exchange gain, net |
|
|
(4.9 |
) |
|
|
(0.9 |
) |
|
|
(4.0 |
) |
|
|
$ |
45.7 |
|
|
$ |
58.3 |
|
|
$ |
(12.6 |
) |
The $12.6 million decrease in Interest and foreign exchange expense for the nine months ended May 31, 2026 compared to the nine months ended May 31, 2025 was primarily attributed to higher interest income and the change in the Mexican Peso's and Brazilian Real's foreign exchange rates relative to the U.S. Dollar during the nine months ended May 31, 2026.
Income Tax
For the nine months ended May 31, 2026, we had income tax expense of $17.0 million on pre-tax income of $72.4 million for an effective tax rate of 23.5%. The effective tax rate was primarily impacted by net favorable discrete items related to our foreign subsidiaries.
For the nine months ended May 31, 2025, we had income tax expense of $71.5 million on pre-tax income of $229.7 million for an effective tax rate of 31.1%. The effective tax rate was impacted by net unfavorable discrete items related to our foreign subsidiaries.
The provision for income taxes during interim quarterly reporting periods is based on our estimates of the effective tax rates for the full fiscal year and may be positively or negatively impacted by adjustments that are required to be reported in the quarter. The effective tax rate can fluctuate year-to-year due to changes in the mix of foreign and domestic pre-tax earnings. It can also fluctuate with changes in the proportion of pre-tax earnings attributable to our Mexican railcar manufacturing joint venture. The joint venture is treated as a partnership for tax purposes and, as a result, the partnership’s entire pre-tax earnings are included in earnings before income taxes and earnings from unconsolidated affiliates, whereas only our 50% share of the tax is included in Income tax expense.
38
On July 4, 2025, the U.S. enacted H.R. 1, commonly referred to as the One Big Beautiful Bill Act (OBBBA). We do not expect the provisions to have a material impact on our effective tax rate.
Separately, the EU Member States have formally adopted the Pillar Two Directive, which establishes a minimum effective tax rate of 15% under the Organisation for Economic Co-operation and Development (OECD) Pillar Two Framework. These rules must be implemented by each country and became effective for us beginning September 1, 2024. We continue to monitor additional guidance from the OECD and evaluate the potential effects of these changes, though we do not expect a material impact on our effective tax rate.
Earnings From Unconsolidated Affiliates
Through unconsolidated affiliates we produce rail and industrial components, including an ownership stake in a railcar manufacturer in Brazil. We record the results from these unconsolidated affiliates on an after-tax basis.
Earnings from unconsolidated affiliates were $13.3 million and $14.6 million for the nine months ended May 31, 2026 and 2025, respectively. The decrease was primarily due to lower earnings at Axis, a joint venture who manufacturers railcar components, for the nine months ended May 31, 2026.
Noncontrolling Interest
Net (earnings) loss attributable to noncontrolling interest was a loss of $1.6 million for the nine months ended May 31, 2026 compared to earnings of $5.5 million for the nine months ended May 31, 2025. Net (earnings) loss attributable to noncontrolling interest primarily represents our joint venture partner's share in the results of operations of our Mexican railcar manufacturing joint ventures, adjusted for intercompany sales, and our European partner’s share of the results of our European operations. The $7.1 million change from the prior year is primarily a result of a decrease in earnings due to a change in railcar manufacturing product mix at our Mexican railcar manufacturing joint venture.
39
Liquidity and Capital Resources
|
|
Nine months ended |
|
|||||
(in millions) |
|
2026 |
|
|
2025 |
|
||
Net cash provided by operating activities |
|
$ |
8.1 |
|
|
$ |
167.7 |
|
Net cash provided by (used in) investing activities |
|
|
16.5 |
|
|
|
(127.5 |
) |
Net cash used in financing activities |
|
|
(41.7 |
) |
|
|
(69.4 |
) |
Effect of exchange rate changes |
|
|
13.5 |
|
|
|
2.6 |
|
Decrease in Cash and cash equivalents and Restricted cash |
|
$ |
(3.6 |
) |
|
$ |
(26.6 |
) |
We continue to be financed through cash generated from operations and borrowings. At May 31, 2026, Cash and cash equivalents and Restricted cash were $322.8 million, a decrease of $3.6 million from $326.4 million at August 31, 2025.
Cash Flows From Operating Activities
The $159.6 million decrease in Net cash provided by operating activities for the nine months ended May 31, 2026 compared to the nine months ended May 31, 2025 was primarily due to a $104.1 million decrease in Net earnings, a $56.4 million change in Leased railcars for syndication due to timing of syndication activity and a $19.9 million change in Net gain on disposition of equipment. This was partially offset by a $43.6 million net change in working capital accounts, primarily Accounts payable and accrued liabilities, Deferred revenue and Accounts receivable, net.
Cash Flows From Investing Activities
Net cash provided by (used in) investing activities primarily related to capital expenditures, net of proceeds from sale of assets. The $144.0 million change in Net cash provided by (used in) investing activities for the nine months ended May 31, 2026 was primarily attributable to a $94.9 million increase in Proceeds from the sale of assets and a $61.9 million decrease in Capital expenditures compared to the nine months ended May 31, 2025.
|
|
Nine months ended |
|
|||||
(in millions) |
|
2026 |
|
|
2025 |
|
||
Capital expenditures: |
|
|
|
|
|
|
||
Leasing & Fleet Management |
|
$ |
(58.7 |
) |
|
$ |
(101.2 |
) |
Manufacturing |
|
|
(88.5 |
) |
|
|
(107.9 |
) |
Total capital expenditures (gross) |
|
$ |
(147.2 |
) |
|
$ |
(209.1 |
) |
Proceeds from sales of assets |
|
|
170.3 |
|
|
|
75.4 |
|
Total capital expenditures (net of proceeds) |
|
$ |
23.1 |
|
|
$ |
(133.7 |
) |
Capital expenditures primarily relate to additions to our lease fleet and on-going investments in the safety, productivity and improvements of our facilities. Proceeds from the sale of assets primarily relate to sales of railcars from our lease fleet within Leasing & Fleet Management. Assets from our lease fleet are periodically sold in the normal course of business to accommodate customer demand and to manage risk and liquidity. Proceeds from sales of assets are expected to be approximately $175 million for 2026.
Gross capital expenditures for 2026 are expected to be approximately $285 million for Leasing & Fleet Management and approximately $95 million for Manufacturing, which includes the change in capital expenditures accrued in Accounts payable and accrued liabilities. Capital expenditures for 2026 primarily relate to additions to our lease fleet reflecting our leasing strategy and continued investments into the safety and productivity of our facilities.
Cash Flows From Financing Activities
The $27.7 million decrease in Net cash used in financing activities for the nine months ended May 31, 2026 compared to the nine months ended May 31, 2025 was primarily attributed to a $56.6 million increase in net borrowings partially offset by $27.9 million change in cash distribution to joint venture partners for the nine months ended May 31, 2026.
Our Leasing senior term debt was amended in May 2026 on similar terms, providing for an additional $125.0 million available under a delayed draw facility through November 2026 and extending the maturity date from August 2027 to
40
May 2032. The Leasing senior term debt bears interest at a rate of SOFR plus 1.625%, with principal of $2.6 million paid quarterly in arrears and a balloon payment of $237.0 million due upon maturity. Interest rate swap agreements cover nearly 100% of the principal balance to swap the floating interest rate to fixed rates.
Dividend and Share Repurchase Program
A quarterly dividend of $0.34 per share was declared on June 25, 2026.
The Board of Directors has authorized our company to repurchase in aggregate up to $100.0 million of our common stock. On January 8, 2025, the Board of Directors authorized the extension of the existing share repurchase program from January 31, 2025 to January 31, 2027 and renewed the amount remaining for repurchase to $100.0 million. Under the share repurchase program, shares of common stock may be purchased from time to time on the open market or through privately negotiated transactions. The timing and amount of purchases is based upon market conditions, securities law limitations and other factors. The program may be modified, suspended, or discontinued at any time without prior notice. The share repurchase program does not obligate us to acquire any specific number of shares in any period.
During the nine months ended May 31, 2026, we repurchased a total of 313 thousand shares for $13.3 million. During the nine months ended May 31, 2025, we repurchased a total of 507 thousand shares for $21.8 million. As of May 31, 2026, the amount remaining for repurchase under the share repurchase program was $64.5 million.
Cash, Borrowing Availability and Credit Facilities
As of May 31, 2026, we had $273.7 million in Cash and cash equivalents and $613.5 million in available borrowings. The available balance to draw under committed credit facilities includes $320.0 million on the North American credit facility, $136.0 million on the Mexican credit facilities, $32.5 million on the European credit facilities, in addition to $125.0 million as a delayed draw facility under the Leasing senior term debt agreement.
Senior secured credit facilities aggregated to $1.3 billion as of May 31, 2026 which consisted of the following components:
Corporate and other — Recourse
North American revolving credit facility – As of May 31, 2026, a $600.0 million revolving line of credit existed to provide working capital and interim financing of equipment, principally for our U.S. and Mexican operations. The North American credit facility is secured by substantially all our U.S. assets not otherwise pledged as security for term loans, the warehouse credit facility, or the railcar asset-backed securities. Available borrowings under the credit facility are generally based on defined levels of eligible inventory, receivables, property, plant and equipment and leased equipment, as well as total debt to consolidated capitalization and fixed charges coverage ratios. Outstanding commitments under the North American credit facility included letters of credit which totaled $29.3 million and $5.4 million as of May 31, 2026 and August 31, 2025, respectively. Advances under the North American credit facility bear interest at SOFR plus 1.50% plus 0.10% as a SOFR adjustment or Prime plus 0.50% depending on the type of borrowing. The North America credit facility matures in May 2030.
European revolving credit facilities – As of May 31, 2026, lines of credit totaling $133.9 million, secured by certain of our European assets, were available for working capital needs of our European manufacturing operations. The European lines of credit include $59.5 million which is guaranteed by us. The European credit facilities have variable rates that range from Warsaw Interbank Offered Rate (WIBOR) plus 1.20% to WIBOR plus 1.25% and Euro Interbank Offered Rate (EURIBOR) plus 1.00% to EURIBOR plus 1.90%. The European credit facilities are regularly renewed and currently have maturities that range from September 2026 through May 2028.
Mexican revolving credit facilities – As of May 31, 2026, our Mexican railcar manufacturing operations had lines of credit totaling $156.0 million for working capital needs, $56.0 million of which the Company and its joint venture partner have each guaranteed 50%. Advances under these facilities bear interest at variable rates that range from SOFR plus 2.00% to SOFR plus 4.25%. Currently, the Mexican credit facilities have maturities that range from July 2026 through March 2027.
41
Lease fleet — Non-recourse
Leasing warehouse credit facility – As of May 31, 2026, a $450.0 million non-recourse warehouse credit facility existed to support the operations of our leasing business in North America. Advances under this facility are secured by a pool of leased railcars and bear interest at the Secured Overnight Financing Rate (SOFR) plus 1.70%. The warehouse credit facility converts to a term loan in September 2027 and matures in September 2029.
The following table summarizes our credit facility balances:
(in millions) |
|
May 31, |
|
|
August 31, |
|
||
Lease fleet – Non-recourse: |
|
|
|
|
|
|
||
Leasing warehouse credit facility |
|
$ |
— |
|
|
$ |
222.3 |
|
Corporate and other – Recourse: |
|
|
|
|
|
|
||
North American revolving credit facility |
|
$ |
— |
|
|
$ |
5.0 |
|
European revolving credit facilities |
|
$ |
101.4 |
|
|
$ |
77.6 |
|
Mexican revolving credit facilities |
|
$ |
20.0 |
|
|
$ |
70.0 |
|
Other Information
The revolving and operating lines of credit, along with notes payable, contain covenants with respect to us, the most restrictive of which, among other things, limit our ability to: incur additional indebtedness or guarantees; pay dividends or repurchase stock; enter into financing leases; create liens; sell assets; engage in transactions with affiliates, including joint ventures and non U.S. subsidiaries, including but not limited to loans, advances, equity investments and guarantees; enter into mergers, consolidations or sales of substantially all our assets; and enter into new lines of business. The covenants also require certain maximum ratios of debt to total capitalization and minimum levels of fixed charges (interest plus rent) coverage. As of May 31, 2026, we were in compliance with all such restrictive covenants.
From time to time, we may seek to repurchase or otherwise retire or exchange securities, including outstanding convertible notes, borrowings and equity securities, and take other steps to reduce our debt, extend the maturities of our debt or otherwise improve our balance sheet. These actions may include open market repurchases, unsolicited or solicited privately negotiated transactions or other retirements, repurchases or exchanges. Such retirements, repurchases or exchanges of one note or security for another note or security (now or hereafter existing), if any, will depend on a number of factors, including, but not limited to, prevailing market conditions, trading levels of our debt, our liquidity requirements and contractual restrictions, if applicable. The amounts involved in any such transactions may, individually or in the aggregate, be material and may involve all or a portion of a particular series of notes or other indebtedness which may reduce the float and impact the trading market of notes or other indebtedness which remain outstanding.
We have global operations that conduct business in their local currencies as well as other currencies. To mitigate the exposure to transactions denominated in currencies other than the functional currency of each entity, we enter into foreign exchange contracts with established financial institutions to protect the revenue or margin on a portion of forecasted foreign currency sales and expenses. Given the strong credit standing of the counterparties, no provision has been made for credit loss due to counterparty non-performance.
To mitigate the exposure to changes in interest rates, we have managed a portion of our variable rate debt with interest rate swap agreements, effectively converting $468.0 million of variable rate debt to fixed rate debt as of May 31, 2026.
We expect existing funds and cash generated from operations, together with proceeds from financing activities including borrowings under existing credit facilities and long-term financings, to be sufficient to fund expected debt repayments, working capital needs, planned capital expenditures, additional investments in our unconsolidated affiliates and dividends during the next twelve months.
42
Off-Balance Sheet Arrangements
We do not currently have off balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our Consolidated Financial Statements.
Critical Accounting Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires judgment on the part of management to arrive at estimates and assumptions on matters that are inherently uncertain. These estimates may affect the amount of assets, liabilities, revenue and expenses reported in the financial statements and accompanying notes and disclosure of contingent assets and liabilities within the financial statements. Estimates and assumptions are periodically evaluated and may be adjusted in future periods. Actual results could differ from those estimates.
Impairment of long-lived assets - We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. When such events or changes in circumstances occur, a recoverability test is performed based upon estimated undiscounted cash flows expected to be realized over the remaining useful life of the asset group. If the carrying amount of an asset group exceeds the estimated undiscounted future cash flows, an impairment would be measured as the difference between the fair value of the asset group and the carrying amount of the asset group.
An asset group is generally established by identifying the lowest level of cash flows generated by a group of assets that are largely independent of the cash flows of other assets. Determining whether a long-lived asset is impaired requires various estimates and assumptions, including whether a triggering event has occurred, the identification of asset groups, and the determination of the fair value of real and personal property. Estimates of future cash flows are by nature highly uncertain and contemplate factors that may change over time.
Goodwill - We evaluate goodwill for possible impairment annually or more frequently if events or changes in circumstances indicate that the carrying amounts of our reporting units exceed their fair value. We test goodwill for impairment by either performing a qualitative or quantitative assessment. When we perform a qualitative assessment, we analyze macroeconomic and industry conditions, financial performance, and cost estimates associated with a particular reporting unit. This assessment requires subjectivity based on cumulative information available at the assessment date. If a qualitative assessment indicates it is more likely than not that the carrying value of a reporting unit exceeds its respective fair value, a quantitative assessment is performed. We performed a qualitative assessment for our annual goodwill impairment test as of March 1, 2026 and determined that it was more likely than not that the fair values of all reporting units with goodwill exceeded their carrying values; therefore, we concluded that goodwill was not impaired. For further information, see Note 5 - Goodwill to the Condensed Consolidated Financial Statements.
When we perform a quantitative assessment, we exercise judgment to develop estimates of the fair values of our reporting units based on a weighting of income and market approaches. Under the income approach, we calculate the fair value of a reporting unit based on the present value of estimated future cash flows which incorporates forecasted revenues, long-term growth rate, gross margin percentages, operating expenses, and the use of discount rates. Under the market approach, we estimate the fair value based on observed market multiples for comparable businesses. If the fair value of a reporting unit is lower than its carrying value, an impairment to goodwill is recorded, not to exceed the carrying amount of goodwill in the reporting unit.
We make certain estimates and assumptions to determine our reporting units and whether the fair value of each reporting unit is greater than its respective carrying value. The above highlighted judgments contemplate estimates and effects of macroeconomic trends that are inherently uncertain. Changes in these estimates, which may include the effects of inflation and policy reactions thereto, increases in pricing of materials and components, changes in demand, or potential macroeconomic events may cause future assessment conclusions to differ.
43
Income taxes - The asset and liability method is used to account for income taxes. We are required to estimate the timing of the recognition of deferred tax assets and liabilities, make assumptions about the future deductibility of deferred tax assets and assess deferred tax liabilities based on enacted law and tax rates for each tax jurisdiction to determine the amount of deferred tax assets and liabilities. Deferred income taxes are provided for the temporary effects of differences between assets and liabilities recognized for financial statement and income tax reporting purposes. Valuation allowances reduce deferred tax assets to an amount that will more likely than not be realized. We recognize a tax benefit from uncertain tax positions in the financial statements only when it is more likely than not the position will be sustained upon examination by relevant tax authorities.
Our annual tax rate is based on our income, statutory tax rates, and tax planning opportunities available to us in the various jurisdictions in which we operate. Judgment is required in determining our tax expense and in evaluating our tax positions, as tax laws are complex and subject to different interpretations by taxpayers and government taxing authorities. Our income tax rate is affected by the tax rates that apply to our foreign earnings and could be adversely impacted by higher or lower earnings than anticipated in a particular jurisdiction. In addition to local country tax laws and regulations which may apply minimum taxes, our income tax rate depends on the extent that our foreign earnings are taxed by the U.S. through provisions such as the global intangible low-taxed income (GILTI) tax and base erosion and anti-abuse tax (BEAT). We review our deferred tax assets and tax positions quarterly and adjust the balances as new information becomes available.
Environmental costs - At times we may be involved in various proceedings related to environmental matters. We estimate future costs for known environmental remediation requirements and accrue for them when it is probable that we have incurred a liability and the related costs can be reasonably estimated based on currently available information. Adjustments to these liabilities are made when additional information becomes available that affects the estimated costs to study or remediate any environmental issues or when expenditures for which reserves are established are made.
Judgments used in determining if a liability is estimable are subjective and based on known facts and our historic experience. If further developments in or resolution of an environmental matter result in facts and circumstances that differ from those assumptions used to develop these reserves, the accrual for environmental remediation could be materially misstated. Due to the uncertain nature of environmental matters, there can be no assurance that we will not become involved in future litigation or other proceedings or, if we were found to be responsible or liable in any litigation or proceeding, that such costs would not be material to us. For further information regarding our environmental costs, see Note 14 - Commitments and Contingencies to the Condensed Consolidated Financial Statements.
44
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Foreign Currency Exchange Risk
We have global operations that conduct business in their local currencies as well as other currencies. To mitigate the exposure to transactions denominated in currencies other than the functional currency of each entity, we enter into foreign exchange contracts to protect revenue or margin on a portion of forecasted foreign currency sales and expenses. At May 31, 2026 exchange rates, notional amounts of foreign exchange contracts for the purchase of Polish Zlotys and the sale of Euros, the purchase of U.S. Dollars and the sale of Euros, and the purchase and sale of Mexican Pesos and U.S. Dollars aggregated to $227.3 million. Because of the variety of currencies in which purchases and sales are transacted and the interaction between currency rates, it is not possible to predict the impact that a movement in a single foreign currency exchange rate would have on future operating results.
In addition to exposure to transaction gains or losses, we are also exposed to foreign currency exchange risk related to the net asset position of our foreign subsidiaries. At May 31, 2026, net assets of foreign subsidiaries aggregated to $137.0 million and a 10% strengthening of the U.S. Dollar relative to the foreign currencies would result in a decrease in equity of $13.7 million, or 1.0% of Total equity - Greenbrier. This calculation assumes that each exchange rate would change in the same direction relative to the U.S. Dollar.
Interest Rate Risk
We have managed a portion of our variable rate debt with interest rate swap agreements, effectively converting $468.0 million of variable rate debt to fixed rate debt. Notwithstanding these interest rate swap agreements, we are still exposed to interest rate risk relating to our revolving debt and a portion of term debt, which are at variable rates. At May 31, 2026, 87% of our outstanding debt had fixed rates and 13% had variable rates. At May 31, 2026, a uniform increase by 10% in variable interest rates would result in approximately $0.7 million of additional annual interest expense.
Item 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management has evaluated, under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act). Based on that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner, and (2) accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting during the quarter ended May 31, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
45
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
There is hereby incorporated by reference the information disclosed in Note 14 - Commitment and Contingencies to the Condensed Consolidated Financial Statements, Part I of this Quarterly Report on Form 10-Q.
Item 1A. Risk Factors
This Form 10-Q should be read in conjunction with Part I Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended August 31, 2025. Except as set forth below, there have been no material changes in the risk factors described in our Annual Report on Form 10-K for the year ended August 31, 2025.
Changes in global trade policies, including imposed and threatened tariffs by the U.S. and reciprocal tariffs by its trading partners, remain uncertain and could impact our financial condition or results of operations.
The current U.S. presidential administration has announced a wide range of tariffs on imports from many countries. In response to these tariffs, certain of the impacted countries have announced, and in some cases imposed, counter tariffs on goods that are imported from the U.S. The imposition of such tariffs have resulted in increased costs. We are continuing to monitor the rapidly evolving tariff and global trade policies and are working with our suppliers to mitigate potential impacts on our business. The extent and duration of the tariffs and the resulting impact on general economic conditions and on our business are uncertain and depend on various factors, such as recent legal challenges to the U.S.'s imposition of tariffs, negotiations between the U.S. and affected countries, the responses of other countries or regions, relief that may be granted, availability and cost of alternative sources of supply and demand for our products in affected markets.
The uncertainty of the tariffs, including a potential increase in costs and decrease in demand for our products, could heighten the other risks factors and uncertainties discussed in this Item 1A, or in other reports we periodically file with the SEC, and impact our financial condition or results of operations.
In May 2026, the U.S. Customs and Border Protection issued a Notice of Determination (the Determination) that the Company evaded antidumping and countervailing duties (AD/CVD) on certain duty orders (the Orders) of certain freight rail couplers (FRCs) attached to newly-built railcars during the Period of Investigation dating to April 2024. The Determination ordered the Company to rectify any noncompliance with provisions of admission of railcars to which FRCs subject to the Orders were affixed and to henceforth require the Company to file formal consumption entries for FRCs subject to the Orders. The Company has filed an administrative appeal of the Determination. Because matters of this nature are subject to inherent uncertainties, and unfavorable rulings or developments, there can be no certainty that the Company will prevail in our administrative appeal or that we may not ultimately incur charges attributable to AD/CVD on FRC dating back to April 2024 that are not currently recorded as liabilities. In addition, the Company could also be subject to future assessments of additional duties or tariffs owed in respect of other imports beyond what is presently included in the Determination. The outcome and costs of these matters cannot be predicted with certainty and may have a material adverse effect on our consolidated results of operations, financial position, or liquidity.
In April 2026, tariffs were imposed on freight rail tank cars that make entry into the U.S. under Section 232 of the Trade Expansion Act of 1962 on steel and aluminum. Ongoing uncertainty in these areas, including the administration of trade policy in North America, has adversely affected and may continue to adversely affect North American industry-wide demand for new railcars, and therefore, our results of operations. Furthermore, our competitors may be less exposed to tariff impacts or in a better position to mitigate the increased costs of tariffs.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The Board of Directors has authorized the Company to repurchase shares of the Company’s common stock. On January 8, 2025, the Board of Directors authorized the extension of the existing share repurchase program from January 31, 2025 to January 31, 2027 and renewed the amount remaining for repurchase to $100.0 million. The amount remaining for purchase was $64.5 million as of May 31, 2026. There were no share repurchases under this program during the three months ended May 31, 2026.
46
Item 5. Other Information
Trading Plan Arrangements
During the three months ended May 31, 2026, no officers or directors, as defined in Rule 16a-1(f), adopted and/or terminated a “
Item 6. Exhibits
3.1 |
|
|
|
|
|
10.1 |
|
|
|
|
|
10.2 |
|
|
|
|
|
31.1 |
|
|
|
|
|
31.2 |
|
|
|
|
|
32.1 |
|
|
|
|
|
32.2 |
|
|
|
|
|
101.INS |
|
Inline XBRL Instance Document. |
|
|
|
101.SCH |
|
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents. |
|
|
|
104 |
|
Cover Page Interactive Data File (Formatted as inline XBRL and contained in Exhibit 101). |
Note: For all exhibits incorporated by reference, unless otherwise noted above, the SEC file number is 001-13146.
47
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: |
July 1, 2026 |
|
By: |
/s/ Michael J. Donfris |
|
|
|
|
Michael J. Donfris |
|
|
|
|
Senior Vice President, Chief Financial Officer |
|
|
|
|
(Principal Financial Officer) |
|
|
|
|
|
48
ATTACHMENTS / EXHIBITS
XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT
Serious News for Serious Traders! Try StreetInsider.com Premium Free!
You May Also Be Interested In
- Greenbrier Companies (GBX) PT Lowered to $42 at BofA Securities
- Pembina Signs Agreement to Participate in a Proposed Nation-Building Energy Corridor
- Greenbrier Announces Third Quarter Financial Results
Create E-mail Alert Related Categories
SEC FilingsSign up for StreetInsider Free!
Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!
