Greenbrier : 2024 Annual Report

2024

A N N U A L R E P O R T

2024

ANNUAL REPORT CEO LETTER

To Our Shareholders:

Greenbrier delivered another strong performance in fiscal 2024 as we continued to execute our Better Together strategy. The year was highlighted by revenue of $3.5 billion and net earnings of $160 million or $4.96 per diluted share, one of our best years ever.

Recurring revenue has increased through the growth of our leasing business and our industrial footprint is flexing to respond to heightened demand for programmatic railcar activity. Railcar rebodying work, stretch conversions, re-racking, deck conversions, tank car retrofits and requalifications are examples of the programmatic work designed to respond to our customers' needs. In addition, the expansion of in-house fabrication for basic primary parts and subassemblies remains on track. Concentrating on these activities has allowed us to generate more sustained value from every corner of Greenbrier.

Steady customer demand led to orders for 21,700 units, with more than 20% of orders resulting from lease originations. We are on track to meet or exceed our timeline for the long-term strategic goals that Greenbrier established 18 months ago. At the end of fiscal 2024, we have already grown recurring revenue by 25%, our aggregate gross margin of 15.8% exceeded the

strategic goal, and ROIC nears our stated goal.

Long-Term Strategic Goals

• Double recurring revenue from a baseline of $113 million by fiscal 2028.

• Expand our aggregate gross margin to the mid-teens by fiscal 2026.

• Increase our return on invested capital (ROIC) to 10-14% by fiscal 2026.

The past year also included major Greenbrier milestones: 30 years of listing on the New York Stock Exchange and 40 years of manufacturing and delivering the double-stack intermodal railcar were the most prominent. This provided the opportunity to ref l ect on Greenbrier's history in the rail industry. We have grown from a small-scale leasing company to a global leader in railcar engineering, manufacturing, leasing, management and services. In fiscal 2024, Greenbrier continued to enhance our market-leading position by executing on innovation. Our engineering team introduced the Ultra-High-Strength Steel GondolaTM and the Titan SeriesTM boxcar doors using high-strength steel technology. In addition, we launched an anhydrous ammonia tank car, the Multi-Max PlusTM for automotive transport and the Tilt FlatcarTM for moving large pieces of steel. These product offerings demonstrate our ongoing dedication to serving our customers through innovation, continuous improvement and manufacturing excellence.

In July, the Greenbrier family experienced a deep loss with the passing of Board Member Patrick Ottensmeyer. Pat will be greatly missed and remembered as a visionary leader who left a lasting legacy for the North American rail industry. Please refer to a

tribute to Pat inside this report.

SAFETY FOCUS

Greenbrier is dedicated to creating an environment where all team members return home safely at the end of every shift. In fiscal 2024, we reaffirmed our commitment to our core value of safety. We held safety reset events across our global operations. Here, we workshopped methods to enhance our safety protocols and discussed the importance of employees proactively identifying risks and speaking up when they notice a potentially unsafe condition or behavior. In addition to the reset events, we introduced a refreshed safety onboarding process. Employee support and participation are essential to achieving our workplace safety goals. We will continue refining our approach for maximum engagement as we enter the new fiscal year.

ADVANCING OUR STRATEGY

Our fiscal 2024 successes are rooted in the dedication of our employees, who have fully embraced our Better Together strategy. We are meeting our operational targets to optimize our industrial footprint while expanding our leasing business and maintaining our manufacturing leadership position.

Our success in advancing these goals depends on growing collaboration and facilitating more efficient and effective work environments. A substantial reorganization of our operations to enable better cross-departmental communications and simplify reporting structures was a critical step in fiscal 2024.

We continue to pursue projects that will attract more freight to rail while collaborating on environmental initiatives that help our customers and investors achieve their sustainability goals. Our 2024 Sustainability Update provides more on our corporate social responsibility efforts.

Entering fiscal 2025, a backlog of 26,700 units valued at $3.4 billion provides good visibility and room to maneuver as we strive to meet the most ambitious elements of our strategy. Embedded within our commitment to progress is the knowledge that there is always room to improve. We look to continually build employee engagement, foster innovation, and create opportunities to collaborate. I am excited about Greenbrier's future and look forward to improving customer experience, producing growth, and delivering shareholder value.

Sincerely,

Lorie L. Tekorius

CEO & President

November 2024

Remembering

Patrick J. Ottensmeyer

Greenbrier Board member Patrick J. Ottensmeyer passed away in July 2024 at the age of 67. He will be deeply missed and remembered as a wonderful friend, family member, colleague and leader. His expertise working across the U.S.-Mexico border and enhancing trade policy will have a long-lasting impact on the North American economy and the broader rail industry. He served on Greenbrier's Board of Directors from early 2023 until his passing. We are grateful for his service.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549-1004

FORM 10-K

• ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended August 31, 2024

or

• 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. 1-13146

THE GREENBRIER COMPANIES, INC.

(Exact name of Registrant as specified in its charter)

Oregon	93-0816972
(State of Incorporation)	(I.R.S. Employer Identification No.)

One Centerpointe Drive, Suite 200, Lake Oswego, OR 97035

(Address of principal executive offices)

[phone]

(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
Common Stock without par value	GBX	New York Stock Exchange

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

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 (d) of the Act. Yes ☐ No ☒

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. Yes ☒ No ☐

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 and post such files). Yes ☒ No ☐

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.

Large accelerated filer ☒

Accelerated filer □

Non-accelerated filer □ Smaller reporting company ☐ Emerging growth company ☐

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

Aggregate market value of the registrant's Common Stock held by non-affiliates as of February 28, 2024 (based on the closing price of such shares on such date) was $1,578,052,391.

The number of shares outstanding of the registrant's Common Stock on October 18, 2024 was 31,339,993 without par value.

DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the registrant's definitive Proxy Statement prepared in connection with the Annual Meeting of Shareholders to be held on January 9, 2025 are incorporated by reference into Part III of this Report.

	THE GREENBRIER COMPANIES, INC.
	FORM 10-K
	TABLE OF CONTENTS
		PAGE
	FORWARD-LOOKINGSTATEMENTS	3
PART I
Item 1.	BUSINESS	4
Item 1A.	RISK FACTORS	12
Item 1B.	UNRESOLVED STAFF COMMENTS	26
Item 1C.	CYBERSECURITY	26
Item 2.	PROPERTIES	28
Item 3.	LEGAL PROCEEDINGS	28
Item 4.	MINE SAFETY DISCLOSURES	28
	INFORMATION ABOUT OUR EXECUTIVE OFFICERS	29
PART II
Item 5.	MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND	30
	ISSUER PURCHASES OF EQUITY SECURITIES
Item 6.	RESERVED	31
Item 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF	32
	OPERATIONS
Item 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	47
Item 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	50
Item 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL	80
	DISCLOSURE
Item 9A.	CONTROLS AND PROCEDURES	80
Item 9B.	OTHER INFORMATION	84
Item 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	84
PART III
Item 10.	DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	85
Item 11.	EXECUTIVE COMPENSATION	85
Item 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND	85
	RELATED STOCKHOLDERS MATTERS
Item 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE...	85
Item 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	85
PART IV
Item 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	86
Item 16.	FORM 10-KSUMMARY	90
	SIGNATURES	91

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Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

Many of these risks and other factors are beyond our ability to control or predict. Words such as "ability," "allow," "anticipate," "believe," "committed," "can," "continue," "could," "designed," "estimate," "expect," "foreseeable", "future," "goal," "impact," "intend," "likely," "may," "periodically," "plan," "potential," "provide," "result," "seek," "should," "strategy," "target," "will," "would," and similar expressions identify forward-looking statements. In addition, statements regarding expectations of cost savings or our ability to navigate current challenges, or any other statements that explicitly or implicitly draw trends in our performance or the markets in which we operate, or characterize future events or circumstances, are forward-looking statements.

These risks and uncertainties, as well as other risks and uncertainties that could cause our actual results to differ significantly from management's expectations, are described in greater detail in Item 1A, "Risk Factors," Item 1, "Business - Backlog," Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," and Item 9A. "Controls and Procedures - Inherent Limitations on Effectiveness of Controls." Forward- looking statements are based on currently available operating, financial and market information and are inherently uncertain. Investors should not place undue reliance on forward-looking statements, which speak only as of the date they are made and are not guarantees of future performance. Actual future results and trends may differ materially from such forward-looking statements. Except as otherwise required by law, we do not assume any obligation to update any forward-looking statements.

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PART I

Item 1. BUSINESS

Introduction

We are one of the leading designers, manufacturers and marketers of railroad freight car equipment and services in North America, Europe, and South America and may enter other geographies as opportunities arise. We offer railcar management, regulatory compliance and leasing services to railcar owners or other users of railcars in North America. We are a leading provider of freight railcar wheel services, maintenance and parts in North America. Through unconsolidated affiliates we produce rail and industrial components and have an ownership stake in a railcar manufacturer in Brazil.

We operate an integrated business model in North America that combines freight car manufacturing, wheel services, railcar maintenance, component parts, leasing and fleet management services. Our model is designed to provide customers with a comprehensive set of freight car product and service solutions by utilizing our substantial engineering, mechanical and technical capabilities as well as our experienced commercial personnel. Our integrated model allows us to develop cross-selling opportunities and synergies among our reportable segments thereby enhancing our margins. We believe our integrated model is difficult to duplicate and provides greater value for our customers and investors.

We operate in three reportable segments: Manufacturing; Maintenance Services; and Leasing & Management Services. Financial information about our reportable segments as well as geographic information is located in Note 18 - Segment Information to the Consolidated Financial Statements.

References in this Annual Report on Form 10-K to the "Company," "Greenbrier," "we," "us" and "our" refer to The Greenbrier Companies, Inc. and, where appropriate, its subsidiaries. All references to years refer to the fiscal years ended August 31st unless otherwise noted.

The Greenbrier Companies, Inc., is incorporated in Oregon. Our principal executive offices are located at One Centerpointe Drive, Suite 200, Lake Oswego, Oregon 97035. Our telephone number is [phone] and our Internet website is located at http://www.gbrx.com. Information contained on our website is not part of or incorporated into this Form 10-K or any other filings with the Securities and Exchange Commission (SEC).

Products and Services

Manufacturing Segment

North American Railcar Manufacturing - We manufacture most freight railcar types currently in use in the North American market (other than coal cars) and we continue to expand our product features and functionality. We have demonstrated an ability to capture high market shares in many of the car types we produce. The primary products we produce for the North American market are:

Freight Railcars - We produce a variety of covered hopper cars for food grade products, grain, fertilizer, cement, minerals and plastic pellets as well as gondolas and open top hoppers for steel, metals, scrap and aggregates. We also produce a wide range of boxcars, which are used in the transport of paper products, perishables and general merchandise. Our flat car products include center partition cars for the forest products industry and heavy-duty flat cars.

Tank Cars - We produce a variety of tank cars, including general purpose, pressurized, coiled, lined, insulated and stainless steel. These are designed for the transportation of hazardous and non-hazardous commodities such as petroleum products, ethanol, liquefied petroleum gas, petrochemicals, caustic soda, chlorine, fertilizers, vegetable oils, bio-diesel and various other products.

Intermodal Railcars - We manufacture a comprehensive portfolio of intermodal railcars. Our most popular intermodal product is our double-stack railcars called Maxi-Stack® I and Maxi-Stack® IV. The double-stack railcar is designed to

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transport containers stacked two-high on a single platform and provides significant operating and capital savings over other types of intermodal railcars.

Automotive - We manufacture a full line of railcar equipment specifically designed for the transportation of light vehicles. Our automotive offerings include the Auto-Max® II, Multi-MaxTM and Multi-Max PlusTM products, which are designed to carry automobiles, CUVs, SUVs, trucks and high sided vans efficiently.

Sustainable ConversionsTM - We are a leading provider of sustainable conversions, which repurposes existing railcars into new equipment service. Our sustainable conversions are an efficient and cost-savings option for railcar owners looking to diversify and optimize their fleets. We rebody or stretch covered hoppers into larger cubic service, re-rack or perform deck conversion on auto racks, and perform tank car retrofits to help customers manage pending regulations.

European Railcar Manufacturing - Our European manufacturing operations produce a variety of freight wagon types, including box, car carrier, covered, flat, hopper, intermodal, steel products and specialty wagons. In addition, our European manufacturing operations produce a comprehensive line of pressurized tank wagons for liquid petroleum, liquefied petroleum gas, chlorine and ammonia and non-pressurized tank cars for light oil, chemicals and other products, and are a leading manufacturer of bogies and other key components. We offer a full range of leasing options for a variety of freight and tank wagons that we produce, along with wagon repair and maintenance services.

Maintenance Services Segment

Wheel Services - We operate a wheel services network in North America. Our wheel shops provide complete wheel services including reconditioning of wheels and axles in addition to new axle machining, finishing and downsizing.

Railcar Maintenance - We operate a railcar maintenance network in North America including shops certified by the Association of American Railroads (AAR). Our shops perform routine railcar maintenance for third parties and for our leased and managed railcar fleets.

Component Parts Manufacturing - Our component parts facilities recondition and manufacture railcar cushioning units, couplers, yokes, side frames, bolsters and various other parts.

In September 2024, the Company combined the Maintenance Services segment within the Manufacturing segment.

Leasing & Management Services Segment

Leasing - We operate a railcar leasing business in North America. Our relationships with financial institutions and operating lessors combined with our ownership of a lease fleet of approximately 15,500 railcars enables us to offer flexible leases to our customers including operating leases of varied intervals and "per diem" leases. The percentage of owned units on lease was 98.5% at August 31, 2024 with an average remaining lease term of 4.0 years and an average age of 6.5 years. We also originate leases of railcars, which are either newly built or refurbished by our operations. These may be held in the fleet or sold with attached leases to financial institutions or other investors, typically with multi-year management services agreements. As an equipment owner and an originator of leases, we participate principally in the operating lease segment of the market. Assets from our owned lease fleet are periodically sold to accommodate customer demand, manage risk and maintain liquidity.

Management Services - Our North American management services business offers a broad array of software and services that include railcar maintenance management, railcar accounting services (such as billing and revenue collection, car hire receivable and payable administration), total fleet management (including railcar tracking using proprietary software), fleet logistics, administration and railcar re-marketing. We currently provide management services for a fleet of railcars for railroads, shippers, carriers, institutional investors and other leasing and transportation companies in North America. In addition, our Regulatory Services Group offers regulatory, engineering, process consulting and advocacy support to the tank car owner and shipper community, among other services. Our management services business is responsible for the maintenance and administration of our fleet of railcars.

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Unconsolidated Affiliates

United States (U.S.) Axle Manufacturing - We have a 41.9% interest in Axis, LLC (Axis), a joint venture that manufactures and sells axles to its joint venture partners for use and distribution both domestically and internationally.

Brazilian Railcar Manufacturing - We have a 60% ownership interest in Greenbrier Maxion-Equipamentos e Serviços Ferroviários S.A. (Greenbrier-Maxion), a leading railcar manufacturer in South America, based in Hortolandia, Brazil. Greenbrier-Maxion also assembles bogies and offers a range of aftermarket services including railcar overhaul and refurbishment. We do not consolidate Greenbrier-Maxion for financial reporting purposes and account for our interest under the equity method of accounting as the entity's governance provisions require that all significant decisions of Greenbrier-Maxion are subject to shared consent of its shareholders.

Brazilian Castings and Component Parts Manufacturing - We have a 29.5% ownership interest in Amsted-Maxion Fundição e Equipamentos Ferroviários S.A. (Amsted-Maxion) based in Cruzeiro, Brazil. Amsted-Maxion is a manufacturer of various castings and wheel components for railcars and other heavy industrial equipment. Amsted- Maxion has a 40% ownership position in Greenbrier-Maxion and is integrated with the operations of our Brazilian railcar manufacturer.

Other Unconsolidated Affiliates - We have other unconsolidated affiliates which primarily include joint ventures that produce rail and industrial components, all of which are presented in Investment in unconsolidated affiliates on the Consolidated Balance Sheets.

Backlog

The following table depicts our reported railcar backlog subject to third-party sale or lease in number of railcars and estimated future revenue value attributable to such backlog, at the dates shown:

				August 31,
		2024		2023		2022
New railcar backlog units 1		26,700		30,900		29,500
Estimated future revenue value (in millions) 2	$	3,380	$	3,810	$	3,480

• Each platform of a railcar is treated as a separate unit.

• Subject to change based on finalization of product mix.

Approximately 3% of backlog units and estimated value as of August 31, 2024 was associated with our Brazilian railcar manufacturing operations, which are accounted for under the equity method.

Based on current production schedules, approximately 18,600 units in the August 31, 2024 backlog are scheduled for delivery in 2025. The remaining balance of the production is scheduled for delivery in 2026 and beyond.

Our backlog includes approximately $590 million of railcars intended for syndication which are supported by lease agreements with external customers and may be syndicated to third parties or held in our lease fleet, depending on a variety of factors.

Our backlog of railcar units is not necessarily indicative of future results of operations. Certain orders in backlog are subject to customary documentation and completion of terms. Customers may attempt to cancel or modify orders in backlog. Historically, little variation has been experienced between the quantity ordered and the quantity actually delivered, though the timing of deliveries may be modified from time to time.

Customers

Customers across our reportable segments include railroads, leasing companies, financial institutions, shippers, carriers and transportation companies. We have strong, long-term relationships with many of our customers. We believe that our customers' preference for high quality products, our technological leadership in developing innovative products, our focus on being highly responsive to our customers' needs and competitive pricing of our railcars have helped us maintain our long-standing relationships with our customers.

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