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.

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).

The number of shares of the registrant’s common stock, without par value, outstanding on April ~~5, 2023~~1, 2024 was ~~31,922,937~~31,130,943 shares.

This Quarterly Report on Form 10-Q contains forward-looking statements. All statements, other than statements of historical fact included in this report, concerning our plans, objectives, goals, strategies, future events, future performance, financing needs, 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 “affect,” “anticipate,” “assume,” “backlog,” “be,” “believe,” “commit,” “can,” “contingent,” “continue,” “could,” “due to,” “estimate,” “expect,” “future,” ~~“identify,”~~ “intend,” “likely,” “may,” ~~“optimism,~~“ongoing,” “opinion,” “optimize,” “plan,” “potential,” “trend,” “realize,” “result,” “seek,” “should,” “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 the following:

There may be other factors that may cause our actual results to differ materially from the forward-looking statements, including the risks, uncertainties and factors described in more detail in Part I Item 1A “Risk Factors” in our most recent Annual Report on Form 10-K ~~and our subsequent Quarterly Report on Form 10-Q~~ 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. ~~All references to years refer to the fiscal years ended August 31st unless otherwise noted.~~

(In millions, except number of shares which are reflected in thousands, unaudited)


	February 28, 2023			August 31, 2022			February 29, 2024			August 31, 2023
Assets
Cash and cash equivalents	$	379.9		$	543.0		$	252.0		$	281.7
Restricted cash		19.7			16.1			20.0			21.0
Accounts receivable, net		571.5			501.2			519.1			529.9
Income tax receivable		22.4			39.8			20.9			42.2
Inventories		910.6			815.3			827.0			823.6
Leased railcars for syndication		102.5			111.1			134.4			187.4
Equipment on operating leases, net		891.8			770.9			1,160.5			1,000.0
Property, plant and equipment, net		618.4			645.2			636.1			619.2
Investment in unconsolidated affiliates		83.4			92.5			90.0			88.7
Intangibles and other assets, net		224.0			189.1			255.6			255.8
Goodwill		128.3			127.3			128.0			128.9
	$	3,952.5		$	3,851.5		$	4,043.6		$	3,978.4
Liabilities and Equity
Revolving notes	$	310.3		$	296.6		$	300.8		$	297.1
Accounts payable and accrued liabilities		722.6			725.1			649.3			743.5
Deferred income taxes		70.2			68.6			79.7			114.1
Deferred revenue		73.0			35.3			81.5			46.2
Notes payable, net		1,327.0			1,269.1			1,421.8			1,311.7

Commitments and contingencies (Note 15)
Commitments and contingencies (Note 14)

Contingently redeemable noncontrolling interest		27.5			27.7			56.0			55.6

Equity:
Greenbrier
Preferred stock - without par value; 25,000 shares authorized; none outstanding		—			—			—			—
Common stock - without par value; 50,000 shares authorized; 32,262 and 32,603 shares outstanding at February 28, 2023 and August 31, 2022		—			—
Common stock - without par value; 50,000 shares authorized; 31,131 and 30,880 shares outstanding at February 29, 2024 and August 31, 2023								—			—
Additional paid-in capital		403.0			424.8			366.1			364.4
Retained earnings		896.0			897.7			942.7			897.5
Accumulated other comprehensive loss		(21.7	)		(45.6	)		(8.9	)		(7.3	)
Total equity – Greenbrier		1,277.3			1,276.9			1,299.9			1,254.6
Noncontrolling interest		144.6			152.2			154.6			155.6
Total equity		1,421.9			1,429.1			1,454.5			1,410.2
	$	3,952.5		$	3,851.5		$	4,043.6		$	3,978.4

(In millions, except number of shares which are reflected in thousands and per share amounts, unaudited)


	Three Months Ended February 28,						Six Months Ended February 28,						Three Months Ended						Six Months Ended
	2023			2022			2023			2022			February 29, 2024			February 28, 2023			February 29, 2024			February 28, 2023
Revenue
Manufacturing	$	968.6		$	555.7		$	1,615.1		$	1,008.2		$	735.8		$	968.6		$	1,411.7		$	1,615.1
Maintenance Services		98.0			86.6			183.5			159.0			75.2			98.0			159.0			183.5
Leasing & Management Services		55.4			40.5			89.9			66.3			51.7			55.4			100.8			89.9
		1,122.0			682.8			1,888.5			1,233.5			862.7			1,122.0			1,671.5			1,888.5
Cost of revenue
Manufacturing		901.2			535.0			1,505.7			956.6			656.2			901.2			1,257.1			1,505.7
Maintenance Services		89.6			81.7			169.2			152.9			69.2			89.6			140.8			169.2
Leasing & Management Services		14.4			11.3			27.3			21.6			15.1			14.4			30.1			27.3
		1,005.2			628.0			1,702.2			1,131.1			740.5			1,005.2			1,428.0			1,702.2
Margin		116.8			54.8			186.3			102.4			122.2			116.8			243.5			186.3
Selling and administrative expense		59.0			54.7			112.4			99.0			63.6			59.0			119.9			112.4
Net gain on disposition of equipment		(9.6	)		(25.1	)		(12.9	)		(33.6	)		(4.9	)		(9.6	)		(4.8	)		(12.9	)
Impairment of long-lived assets		—			—			24.2			—			—			—			—			24.2
Earnings from operations		67.4			25.2			62.6			37.0			63.5			67.4			128.4			62.6
Other costs
Interest and foreign exchange		21.6			11.8			41.2			24.4			24.6			21.6			47.8			41.2
Earnings before income tax and earnings from unconsolidated affiliates		45.8			13.4			21.4			12.6			38.9			45.8			80.6			21.4
Income tax expense		(11.9	)		(3.2	)		(8.1	)		(1.8	)		(9.3	)		(11.9	)		(19.3	)		(8.1	)
Earnings before earnings from unconsolidated affiliates		33.9			10.2			13.3			10.8			29.6			33.9			61.3			13.3
Earnings from unconsolidated affiliates		2.9			1.0			6.2			6.0			4.0			2.9			5.5			6.2
Net earnings		36.8			11.2			19.5			16.8			33.6			36.8			66.8			19.5
Net (earnings) loss attributable to noncontrolling interest		(3.7	)		1.6			(3.1	)		6.8
Net earnings attributable to noncontrolling interest														(0.2	)		(3.7	)		(2.2	)		(3.1	)
Net earnings attributable to Greenbrier	$	33.1		$	12.8		$	16.4		$	23.6		$	33.4		$	33.1		$	64.6		$	16.4
Basic earnings per common share	$	1.01		$	0.39		$	0.50		$	0.72		$	1.08		$	1.01		$	2.08		$	0.50
Diluted earnings per common share	$	0.97		$	0.38		$	0.49		$	0.70		$	1.03		$	0.97		$	1.99		$	0.49
Weighted average common shares:
Basic		32,588			32,582			32,654			32,546			31,117			32,588			31,071			32,654
Diluted		34,400			34,463			33,654			33,609			32,570			34,400			32,676			33,654


	Three Months Ended February 28,					Six Months Ended February 28,						Three Months Ended						Six Months Ended
	2023			2022		2023			2022			February 29, 2024			February 28, 2023			February 29, 2024			February 28, 2023
Net earnings	$	36.8		$	11.2	$	19.5		$	16.8		$	33.6		$	36.8		$	66.8		$	19.5

Other comprehensive income (loss)
Translation adjustment		5.4			4.3		10.9			(9.6	)		(1.8	)		5.4			(1.8	)		10.9
Reclassification of derivative financial instruments recognized in net earnings1		(1.6	)		1.3		(2.1	)		2.3			(4.0	)		(1.6	)		(7.5	)		(2.1	)
Unrealized gain (loss) on derivative financial instruments2		6.1			0.8		15.0			(2.4	)
Unrealized gain on derivative financial instruments2													2.8			6.1			7.1			15.0
Other (net of tax effect)		0.1			0.2		0.1			0.1			0.5			0.1			0.6			0.1
		10.0			6.6		23.9			(9.6	)		(2.5	)		10.0			(1.6	)		23.9
Comprehensive income		46.8			17.8		43.4			7.2			31.1			46.8			65.2			43.4
Comprehensive (income) loss attributable to noncontrolling interest		(3.7	)		1.6		(3.1	)		6.8
Comprehensive income attributable to noncontrolling interest													(0.2	)		(3.7	)		(2.2	)		(3.1	)
Comprehensive income attributable to Greenbrier	$	43.1		$	19.4	$	40.3		$	14.0		$	30.9		$	43.1		$	63.0		$	40.3

1 Net of tax effect of $~~0.7~~1.0 million and $($~~0.2~~0.7 ~~million)~~million for the three months ended February ~~28, 2023~~29, 2024 and February 28, ~~2022~~2023, respectively, and $1.9 million and $1.0 million ~~and $(0.7~~ ~~million)~~ for the six months ended February ~~28, 2023~~29, 2024 and February 28, ~~2022.~~2023, respectively.

2 Net of tax effect of $(~~3.8~~0.8 million) and $(~~0.8~~3.8 million) for the three months ended February ~~28, 2023~~29, 2024 and February 28, ~~2022~~2023, respectively, and $(1.8 million) and $(6.8 million) ~~and $0.2~~ ~~million~~ for the six months ended February ~~28, 2023~~29, 2024 and February 28, ~~2022.~~2023, respectively.


	Attributable to Greenbrier																								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			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, 2022		32.6		$	424.8		$	897.7		$	(45.6	)	$	1,276.9		$	152.2		$	1,429.1		$	27.7
Balance August 31, 2023																										30.9	$	364.4		$	897.5		$	(7.3	)	$	1,254.6		$	155.6		$	1,410.2		$	55.6
Net earnings		—			—			16.4			—			16.4			3.3			19.7			(0.2	)		—		—			64.6			—			64.6			1.8			66.4			0.4
Other comprehensive income, net		—			—			—			23.9			23.9			—			23.9			—
Other comprehensive loss, net																										—		—			—			(1.6	)		(1.6	)		—			(1.6	)		—
Noncontrolling interest adjustments		—			(7.9	)		—			—			(7.9	)		(2.0	)		(9.9	)		—			—		—			—			—			—			1.6			1.6			—
Joint venture partner distribution declared		—			—			—			—			—			(8.9	)		(8.9	)		—			—		—			—			—			—			(4.4	)		(4.4	)		—
Restricted stock awards (net of cancellations)		0.2			9.0			—			—			9.0			—			9.0			—			0.2		14.1			—			—			14.1			—			14.1			—
Unamortized restricted stock		—			(11.4	)		—			—			(11.4	)		—			(11.4	)		—			—		(19.2	)		—			—			(19.2	)		—			(19.2	)		—
Stock based compensation expense		—			5.9			—			—			5.9			—			5.9			—			—		8.1			—			—			8.1			—			8.1			—
Repurchase of stock		(0.5	)		(17.4	)		—			—			(17.4	)		—			(17.4	)		—			—		(1.3	)		—			—			(1.3	)		—			(1.3	)		—
Cash dividends ($0.54 per share)		—			—			(18.1	)		—			(18.1	)		—			(18.1	)
Balance February 28, 2023		32.3		$	403.0		$	896.0		$	(21.7	)	$	1,277.3		$	144.6		$	1,421.9		$	27.5
Cash dividends ($0.60 per share)																										—		—			(19.4	)		—			(19.4	)		—			(19.4	)		—
Balance February 29, 2024																										31.1	$	366.1		$	942.7		$	(8.9	)	$	1,299.9		$	154.6		$	1,454.5		$	56.0


	Attributable to Greenbrier																							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			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, 2021		32.4	$	469.7		$	881.7		$	(43.7	)	$	1,307.7		$	168.7		$	1,476.4		$	29.7
Cumulative effect adjustment due to adoption of ASU 2020-06		—		(58.8	)		4.9			—			(53.9	)		—			(53.9	)		—
Balance August 31, 2022																									32.6		$	424.8		$	897.7		$	(45.6	)	$	1,276.9		$	152.2		$	1,429.1		$	27.7
Net earnings		—		—			23.6			—			23.6			(5.6	)		18.0			(1.2	)		—			—			16.4			—			16.4			3.3			19.7			(0.2	)
Other comprehensive income, net		—		—			—			(9.6	)		(9.6	)		—			(9.6	)		—			—			—			—			23.9			23.9			—			23.9			—
Noncontrolling interest adjustments		—		—			—			—			—			(0.6	)		(0.6	)		—			—			(7.9	)		—			—			(7.9	)		(2.0	)		(9.9	)		—
Joint venture partner distribution declared		—		—			—			—			—			(8.4	)		(8.4	)		—			—			—			—			—			—			(8.9	)		(8.9	)		—
Restricted stock awards (net of cancellations)		0.2		11.9			—			—			11.9			—			11.9			—			0.2			9.0			—			—			9.0			—			9.0			—
Unamortized restricted stock		—		(15.3	)		—			—			(15.3	)		—			(15.3	)		—			—			(11.4	)		—			—			(11.4	)		—			(11.4	)		—
Stock based compensation expense		—		5.9			—			—			5.9			—			5.9			—			—			5.9			—			—			5.9			—			5.9			—
Repurchase of stock																									(0.5	)		(17.4	)		—			—			(17.4	)		—			(17.4	)		—
Cash dividends ($0.54 per share)		—		—			(17.7	)		—			(17.7	)		—			(17.7	)		—			—			—			(18.1	)		—			(18.1	)		—			(18.1	)		—
Balance February 28, 2022		32.6	$	413.4		$	892.5		$	(53.3	)	$	1,252.6		$	154.1		$	1,406.7		$	28.5
Balance February 28, 2023																									32.3		$	403.0		$	896.0		$	(21.7	)	$	1,277.3		$	144.6		$	1,421.9		$	27.5


	Attributable to Greenbrier																							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			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 November 30, 2021		32.5	$	408.5		$	888.7		$	(59.9	)	$	1,237.3		$	162.7		$	1,400.0		$	29.7
Balance November 30, 2022																									32.8		$	425.6		$	871.9		$	(31.7	)	$	1,265.8		$	152.1		$	1,417.9		$	27.7
Net earnings		—		—			12.8			—			12.8			(0.4	)		12.4			(1.2	)		—			—			33.1			—			33.1			3.9			37.0			(0.2	)
Other comprehensive income, net		—		—			—			6.6			6.6			—			6.6			—			—			—			—			10.0			10.0			—			10.0			—
Noncontrolling interest adjustments		—		—			—			—			—			(0.4	)		(0.4	)		—			—			(7.9	)		—			—			(7.9	)		(7.5	)		(15.4	)		—
Joint venture partner distribution declared		—		—			—			—			—			(7.8	)		(7.8	)		—			—			—			—			—			—			(3.9	)		(3.9	)		—
Restricted stock awards (net of cancellations)		0.1		1.4			—			—			1.4			—			1.4			—			—			0.5			—			—			0.5			—			0.5			—
Unamortized restricted stock		—		(1.3	)		—			—			(1.3	)		—			(1.3	)		—			—			(0.5	)		—			—			(0.5	)		—			(0.5	)		—
Restricted stock amortization		—		4.8			—			—			4.8			—			4.8			—
Stock based compensation expense																									—			2.7			—			—			2.7			—			2.7			—
Repurchase of stock																									(0.5	)		(17.4	)		—			—			(17.4	)		—			(17.4	)		—
Cash dividends ($0.27 per share)		—		—			(9.0	)		—			(9.0	)		—			(9.0	)		—			—			—			(9.0	)		—			(9.0	)		—			(9.0	)		—
Balance February 28, 2022		32.6	$	413.4		$	892.5		$	(53.3	)	$	1,252.6		$	154.1		$	1,406.7		$	28.5
Balance February 28, 2023																									32.3		$	403.0		$	896.0		$	(21.7	)	$	1,277.3		$	144.6		$	1,421.9		$	27.5

~~Condensed Consolidated Statements of Cash Flows~~

~~(In millions, unaudited)~~

Six Months Ended
February 28,

2023

2022

Cash flows from operating activities

Net earnings

$
19.5

$
16.8

Adjustments to reconcile net earnings to net cash used in operating activities:

Deferred income taxes

(33.9
)

(4.3
)
Depreciation and amortization

52.9

50.9

Net gain on disposition of equipment

(12.9
)

(33.6
)
Stock based compensation expense

5.9

5.9

Impairment of long-lived assets

24.2

—

Noncontrolling interest adjustments

2.3

(0.6
)
Other

1.9

2.4

Decrease (increase) in assets:

Accounts receivable, net

(57.8
)

(93.5
)
Income tax receivable

17.4

6.2

Inventories

(90.4
)

(166.5
)
Leased railcars for syndication

(40.1
)

(12.2
)
Other assets

(12.8
)

(8.5
)
Increase (decrease) in liabilities:

Accounts payable and accrued liabilities

(9.7
)

15.2

Deferred revenue

37.1

1.5

Net cash used in operating activities

(96.4
)

(220.3
)
Cash flows from investing activities

Proceeds from sales of assets

62.1

148.6

Capital expenditures

(169.7
)

(198.0
)
Investments in and advances to / repayments from unconsolidated affiliates

(3.5
)

(4.2
)
Cash distribution from unconsolidated affiliates and other

5.9

1.2

Net cash used in investing activities

(105.2
)

(52.4
)
Cash flows from financing activities

Net change in revolving notes with maturities of 90 days or less

(64.4
)

(75.6
)
Proceeds from revolving notes with maturities longer than 90 days

220.0

—

Repayments of revolving notes with maturities longer than 90 days

(145.0
)

—

Proceeds from issuance of notes payable

75.0

323.3

Repayments of notes payable

(18.2
)

(7.6
)
Debt issuance costs

(0.2
)

(5.2
)
Repurchase of stock

(16.7
)

—

Dividends

(18.1
)

(18.1
)
Cash distribution to joint venture partner

(6.4
)

(8.5
)
Tax payments for net share settlement of restricted stock

(2.3
)

(3.5
)
Net cash provided by financing activities

23.7

204.8

Effect of exchange rate changes

18.4

(1.0
)
Decrease in cash and cash equivalents and restricted cash

(159.5
)

(68.9
)
Cash and cash equivalents and restricted cash

Beginning of period

559.1

671.4

End of period

$
399.6

$
602.5

Balance sheet reconciliation

Cash and cash equivalents

$
379.9

$
586.8

Restricted cash

19.7

15.7

Total cash and cash equivalents and restricted cash as presented above

$
399.6

$
602.5

Cash paid during the period for

Interest

$
31.3

$
14.9

Income taxes paid, net

$
19.5

$
1.7

Non-cash activity

Transfers between Leased railcars for syndication and Inventories and
Equipment on operating leases, net

$
39.7

$
10.5

Capital expenditures accrued in Accounts payable and accrued liabilities

$
4.4

$
2.6

Change in Accounts payable and accrued liabilities associated with dividends declared

$
0.1

$
0.4

Change in Accounts payable and accrued liabilities associated with cash
distributions to joint venture partner

$
2.5

$
0.1

Repurchase of stock accrued in Accounts payable and accrued liabilities

$
0.7

$
—

~~The accompanying notes are an integral part of these financial statements~~

Note 3 – Inventories

Inventories are valued at the lower of cost or net realizable value using the first-in first-out method. Work-in-process includes material, labor and overhead. Finished goods includes completed wheels, parts and railcars not on lease or in transit. The following table summarizes the Company’s ~~inventory~~Inventories balance:


(in millions)	February 29, 2024			August 31, 2023
Manufacturing supplies and raw materials	$	600.1		$	638.2
Work-in-process		133.1			138.2
Finished goods		99.7			64.4
Excess and obsolete adjustment		(5.9	)		(17.2	)
	$	827.0		$	823.6

(in millions)

February 28,
2023

August 31,
2022

Manufacturing supplies and raw materials

$
686.7

$
570.2

Work-in-process

140.3

183.3

Finished goods

99.2

75.9

Excess and obsolete adjustment

(15.6
)

(14.1
)

$
910.6

$
815.3

~~Note 4 – Gunderson Facility~~10

On November 17, 2022, as part of the Company's strategic review of the global business capacity footprint, the Company decided to permanently cease rail production at the Company’s Gunderson facility during 2023 and to explore alternatives to exit marine barge production in the first part of calendar 2024. ~~Due to the change in future use of the facility, management assessed recoverability of Gunderson assets in accordance with the Company’s policy on impairment of long-lived assets.~~Based on an analysis of future undiscounted cash flows associated with these assets, management determined that the carrying value was not recoverable. The carrying amount of the Company’s long-lived assets at the Gunderson facility was $~~44.0~~ ~~million and the fair value was $19.8~~ million as of the impairment date. The fair value was primarily determined based on estimated market prices of the assets and represented a Level 3 valuation in the fair value hierarchy. In the first quarter of fiscal 2023, the Company concluded that an impairment charge was necessary and $~~24.2~~ million was recorded in the Manufacturing segment as Impairment of long-lived assets within the Condensed Consolidated Statements of Income. Although it is possible that costs and charges related to the cessation of production at the facility, such as exit costs and termination benefits may be incurred in future periods, the amount of any such costs and charges is not estimable at this time and the Company does not yet know if the amount of any such costs and charges will be material.

Note 54 – Intangibles and Other Assets, net

Intangible assets that are determined to have finite lives are amortized over their useful lives. Intangible assets with indefinite useful lives are not amortized and are periodically evaluated for impairment.

The following table summarizes the Company’s identifiable ~~Intangible~~Intangibles and other assets, net balance:


(in millions)	February 28, 2023			August 31, 2022			February 29, 2024			August 31, 2023
Intangible assets subject to amortization:
Customer relationships	$	87.5		$	87.5		$	87.5		$	87.5
Accumulated amortization		(67.6	)		(66.1	)		(70.6	)		(69.1	)
Other intangibles		42.7			42.4			41.8			43.0
Accumulated amortization		(19.6	)		(16.5	)		(23.8	)		(22.3	)
		43.0			47.3			34.9			39.1
Intangible assets not subject to amortization		2.4			2.4			2.3			2.3
Prepaid and other assets		76.4			32.4			50.5			56.4
Operating lease ROU assets		50.0			54.2
Operating lease right-of-use assets								70.7			70.6
Nonqualified savings plan investments		45.1			40.3			56.4			47.7
Debt issuance costs, net		6.8			8.7			6.4			6.3
Assets held for sale		0.3			3.8			0.3			0.3
Deferred tax assets								34.1			33.1
	$	224.0		$	189.1		$	255.6		$	255.8

~~Amortization expense was $2.0~~ ~~million and $4.0~~ ~~million for the three and six months ended February 28, 2023, respectively and $2.3~~ ~~million and $5.4~~ ~~million for the three and six months ended February 28, 2022, respectively. Amortization expense for the years ending August 31, 2023, 2024, 2025, 2026 and 2027 is expected to be $8.3~~ ~~million, $7.5~~ ~~million, $6.5~~ ~~million, $6.1~~ ~~million and $5.3~~ ~~million, respectively.~~

Note 65 – Revolving Notes

Senior secured credit facilities aggregated to $~~1.1~~1.4 billion as of February ~~28, 2023.~~29, 2024. The Company had an aggregate of $~~436.0~~329.3 million available to draw down under ~~committed~~ credit facilities as of February ~~28, 2023.~~29, 2024. This amount consists of $~~364.1~~214.6 million available on the North American credit facility, $~~36.9~~43.7 million on the European credit facilities and $~~35.0~~71.0 million on the Mexican credit facilities.

Nonrecourse credit facilities

GBX Leasing –As of February 29, 2024, a $550.0 million nonrecourse warehouse credit facility existed to support the operations of GBX Leasing. Advances under this facility bear interest at the Secured Overnight Financing Rate (SOFR) plus 1.85% plus 0.11% as a SOFR adjustment. Interest rate swap agreements cover approximately 99% of the outstanding balance to swap the floating interest rate to a fixed rate. The warehouse credit facility converts to a term loan in August 2025 and matures in August 2027.

Other credit facilities

North America – As of February ~~28, 2023,~~29, 2024, a $600.0 million revolving line of credit, maturing August 2026, secured by substantially all the Company’s U.S. assets not otherwise pledged as security for term loans or the warehouse credit facility, existed to provide working capital and interim financing of equipment, principally for the Company’s U.S. and Mexican operations. Advances under this North American credit facility bear interest at SOFR plus 1.75% plus 0.10% as a SOFR adjustment or Prime plus 0.75% depending on the type of borrowing. 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.

~~GBX Leasing~~ –~~As of February 28, 2023, a $350.0~~ ~~million non-recourse warehouse credit facility existed to support the operations of GBX Leasing. Advances under this facility bear interest at SOFR plus~~ ~~1.85% plus~~ ~~0.11% as a SOFR adjustment. The warehouse credit facility converts to a term loan in August 2025 and matures in~~ ~~August 2027~~.

Europe – As of February ~~28, 2023,~~29, 2024, lines of credit totaling $~~71.7~~75.3 million secured by certain of the Company’s European assets, with variable rates that range from Warsaw Interbank Offered Rate (WIBOR) plus 1.2% to WIBOR plus 1.6% and Euro Interbank Offered Rate (EURIBOR) plus ~~1.1% to EURIBOR plus~~ ~~1.5~~1.9%, were available for working capital needs of the Company’s European manufacturing operations. The European lines of credit include $~~35.0~~32.5 million which is guaranteed by the Company. European credit facilities are regularly renewed. Currently, these European credit facilities have maturities that range from June ~~2023~~2024 through ~~September 2024~~November 2025.

Mexico – As of February ~~28, 2023,~~29, 2024, the Company’s Mexican railcar manufacturing operations had ~~three~~lines of credit totaling $~~120.0~~196.0 million for working capital ~~needs. The first line of credit provides up to~~needs, $~~50.0~~ ~~million and matures in~~ ~~October 2024. Advances under this facility bear interest at LIBOR plus~~ ~~4.25%. The second line of credit provides up to $40.0~~96.0 million of which the Company and its joint venture partner have each guaranteed 50%. Advances under ~~this facility~~these facilities bear interest at variable rates that range from SOFR plus ~~2.55%. The Mexican railcar manufacturing joint venture will be able to draw amounts available under this facility through~~ ~~February 2025. The third line of credit provides up to $30.0~~ ~~million, of which the Company and its joint venture partner have each guaranteed~~ 50~~%. Advances under this facility bear interest at LIBOR plus~~ ~~3.75~~2.22% to SOFR plus 4.25%. The Mexican ~~railcar manufacturing joint venture will be able to draw amounts available under this facility through~~credit facilities have maturities that range from June 2024 through January 2027.

Revolving notes consisted of the following balances:


(in millions)	February 28, 2023		August 31, 2022		February 29, 2024		August 31, 2023
Nonrecourse credit facility balances
GBX Leasing					$	89.2	$	139.9
Other credit facility balances
North America	$	125.0	$	160.0		55.0		—
GBX Leasing		65.5		—
Europe		34.8		51.6		31.6		47.2
Mexico		85.0		85.0		125.0		110.0
	$	310.3	$	296.6
Total Revolving notes					$	300.8	$	297.1

Outstanding commitments under the North American credit facility included letters of credit which totaled $~~5.5~~7.1 million and $~~6.9~~4.9 million as of February ~~28, 2023~~29, 2024 and August 31, ~~2022,~~2023, respectively.

Note 76 – Accounts Payable and Accrued Liabilities


(in millions)	February 28, 2023		August 31, 2022		February 29, 2024		August 31, 2023
Trade payables	$	408.0	$	401.5	$	303.4	$	396.8
Accrued payroll and related liabilities						147.9		158.6
Accrued liabilities and other		109.4		102.8		97.1		87.3
Operating lease liabilities		52.0		56.4		71.9		72.2
Accrued payroll and related liabilities		128.7		140.4
Accrued warranty		24.5		24.0		23.0		25.6
Income taxes payable						6.0		3.0
	$	722.6	$	725.1	$	649.3	$	743.5

Note 8 – Notes Payable, net


(In millions)	February 29, 2024			August 31, 2023
Leasing nonrecourse term loans	$	806.0		$	640.2
Senior term debt		259.0			266.4
2.875% Convertible senior notes, due 2028		373.8			373.8
2.875% Convertible senior notes, due 2024		—			47.7
Other notes payable		1.6			1.8
	$	1,440.4		$	1,329.9
Debt discount and issuance costs		(18.6	)		(18.2	)
	$	1,421.8		$	1,311.7

~~Warranty accrual activity:~~12

Three Months Ended
February 28,

Six Months Ended
February 28,

(in millions)

2023

2022

2023

2022

Balance at beginning of period

$
23.7

$
27.5

$
24.0

$
27.9

Charged to cost of revenue, net

1.7

5.5

2.9

6.4

Payments

(1.0
)

(2.8
)

(2.6
)

(3.8
)
Currency translation effect

0.1

(0.1
)

0.2

(0.4
)
Balance at end of period

$
24.5

$
30.1

$
24.5

$
30.1

Leasing nonrecourse term loans include:

•

$343.0 million of nonrecourse senior term debt, which is secured by a pool of leased railcars. The principal balance as of February 29, 2024 was $326.6 million.

•

$501.8 million of Asset-backed term notes, as discussed below. The principal balance as of February 29, 2024 was $479.4 million.

The Company's 2.875% Convertible senior notes, due 2024 (2024 Convertible Notes), matured on February 1, 2024. The outstanding principal balance of $47.7 million plus accrued interest was settled in cash on the maturity date to retire the 2024 Convertible Notes.

Terms and conditions, including recourse and nonrecourse provisions and scheduled maturities, and other long-term debt are described in Note 13 of our 2023 Annual Report on Form 10-K.

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 November 20, 2023, GBXL I (Issuer) issued $178.5 million of term notes secured by a portfolio of railcars and associated operating leases and other assets, acquired and owned by GBXL I (the 2023 GBXL Notes). Issued debt of GBXL I as of February 29, 2024 includes the $323.3 million GBXL I Series 2022-1 Notes, as described in Note 3 of our 2023 Annual Report on Form 10-K, and the 2023 GBXL Notes, collectively the GBXL Notes. GBX Leasing used the net proceeds received from the issuance of the term notes to pay down the GBX Leasing warehouse credit facility.

The 2023 GBXL Notes include $158.9 million of GBXL I Series 2023-1 Class A Secured Railcar Equipment Notes (2023 Class A Notes) and $19.6 million of GBXL I Series 2023-1 Class B Secured Railcar Equipment Notes (2023 Class B Notes). The 2023 GBXL Notes bear interest at fixed rates of 6.42% and 7.28% for the 2023 Class A Notes and 2023 Class B Notes, respectively. The 2023 GBXL Notes are payable monthly and have a legal maturity date of November 20, 2053. The Company incurred $2.2 million in debt issuance costs, which will be amortized to interest expense through the expected repayment period. Both 2023 Class A and Class B Notes have an anticipated repayment date of November 20, 2030 and a legal maturity date. While the legal maturity date is in 2053, the cash flows generated from the railcar assets will pay down the 2023 GBXL Notes in line with the agreement, which based on expected cash flow payments, would result in repayment in advance of the legal maturity date. If the principal amount of the 2023 GBXL Notes has not been repaid in full by the anticipated repayment date, then the Issuer will also be required to pay additional interest to the holders at a rate equal to 4.00% per annum.

The GBXL Notes are obligations of the Issuer only and are nonrecourse 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 and the Series 2023-1 Supplement dated November 20, 2023. The GBXL Notes may be subject to acceleration upon the occurrence of certain events of default.

The following table summarizes the Issuer's net carrying amount of the debt and related assets.


(in millions)	February 29, 2024		August 31, 2023
Assets
Restricted cash	$	7.4	$	6.7
Equipment on operating leases, net	$	645.2	$	388.9
Liabilities
Notes payable, net	$	472.0	$	302.1

Note 9 – Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss, net of tax effect as appropriate, consisted of the following:


(in millions)	Unrealized Gain (Loss) on Derivative Financial Instruments			Foreign Currency Translation Adjustment			Other			Accumulated Other Comprehensive Loss			Unrealized Gain (Loss) on Derivative Financial Instruments			Foreign Currency Translation Adjustment			Other			Accumulated Other Comprehensive Loss
Balance, August 31, 2022	$	13.0		$	(57.4	)	$	(1.2	)	$	(45.6	)
Balance, August 31, 2023													$	27.0		$	(32.1	)	$	(2.2	)	$	(7.3	)
Other comprehensive gain before reclassifications		15.0			10.9			0.1			26.0			7.1			(1.8	)		0.6			5.9
Amounts reclassified from Accumulated other comprehensive loss		(2.1	)		—			—			(2.1	)		(7.5	)		—			—			(7.5	)
Balance, February 28, 2023	$	25.9		$	(46.5	)	$	(1.1	)	$	(21.7	)
Balance, February 29, 2024													$	26.6		$	(33.9	)	$	(1.6	)	$	(8.9	)

The amounts reclassified out of Accumulated other comprehensive loss into the Condensed Consolidated Statements of Income, with financial statement caption, were as follows:


	Three Months Ended February 28,							Three Months Ended
(in millions)	2023			2022			Financial Statement Caption	February 29, 2024			February 28, 2023			Financial Statement Caption
(Gain) loss on derivative financial instruments:
Foreign exchange contracts	$	0.1		$	0.2		Revenue and Cost of revenue	$	(0.8	)	$	0.1		Revenue and Cost of revenue
Interest rate swap contracts		(2.4	)		1.3		Interest and foreign exchange		(4.2	)		(2.4	)	Interest and foreign exchange
		(2.3	)		1.5		Total before tax		(5.0	)		(2.3	)
		0.7			(0.2	)	Income tax expense		1.0			0.7		Income tax expense
	$	(1.6	)	$	1.3		Net of tax	$	(4.0	)	$	(1.6	)


	Six Months Ended February 28,							Six Months Ended
(in millions)	2023			2022			Financial Statement Caption	February 29, 2024			February 28, 2023			Financial Statement Caption
(Gain) loss on derivative financial instruments:
Foreign exchange contracts	$	0.3		$	0.4		Revenue and Cost of revenue	$	(0.9	)	$	0.3		Revenue and Cost of revenue
Interest rate swap contracts		(3.4	)		2.6		Interest and foreign exchange		(8.5	)		(3.4	)	Interest and foreign exchange
		(3.1	)		3.0		Total before tax		(9.4	)		(3.1	)
		1.0			(0.7	)	Income tax expense		1.9			1.0		Income tax expense
	$	(2.1	)	$	2.3		Net of tax	$	(7.5	)	$	(2.1	)

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
February 28,

Six Months Ended
February 28,

(In thousands)
2023

2022

2023

2022

Weighted average basic common shares outstanding (1)

32,588

32,582

32,654

32,546

Dilutive effect of 2.875% convertible notes due 2024 (2)

821

815

—

—

Dilutive effect of 2.875% convertible notes due 2028 (3)

—

—

—

—

Dilutive effect of restricted stock units (4)

991

1,066

1,000

1,063

Weighted average diluted common shares outstanding

34,400

34,463

33,654

33,609


	Three Months Ended				Six Months Ended
(In thousands)	February 29, 2024		February 28, 2023		February 29, 2024		February 28, 2023
Weighted average basic common shares outstanding		31,117		32,588		31,071		32,654
Dilutive effect of 2.875% convertible notes due 2024 (1)		563		821		694		—
Dilutive effect of 2.875% convertible notes due 2028 (2)		—		—		—		—
Dilutive effect of restricted stock units (3)		890		991		911		1,000
Weighted average diluted common shares outstanding		32,570		34,400		32,676		33,654

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

~~(2)~~ The dilutive effect of the 2.875% Convertible notes due 2024 was excluded for the six months ended February 28, 2023 ~~and 2022~~ as they were considered anti-dilutive under the “if converted” method as further discussed below. These notes were retired on February 1, 2024.

~~(3)~~(2) The dilutive effect of the 2.875% Convertible notes due 2028 was excluded for the three and six months ended February 29, 2024 and February 28, 2023 ~~and 2022~~ as the average stock price was less than the applicable conversion price and therefore was considered anti-dilutive. As these notes require cash settlement for the principal, only a premium is potentially dilutive under the "if converted" method as further discussed below.

~~(4)~~(3) Restricted stock units ~~that are not considered participating securities~~ and restricted stock units subject to performance criteria, for which actual levels of performance above target have been achieved, are included in weighted average diluted common shares outstanding when the Company is in a net earnings position.

Basic earnings per common share (EPS) is computed by dividing Net earnings attributable to Greenbrier by weighted average basic common shares ~~outstanding, which includes restricted stock grants and restricted stock units that are considered participating securities when the Company is in a net earnings position.~~outstanding.

For the three and six months ended February 29, 2024 and February 28, 2023, ~~and 2022,~~ diluted EPS was 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 ~~that are not considered participating securities~~ and performance based restricted stock units subject to performance criteria, for which actual levels of performance above target have been achieved. The second method supplements the first by also including the “if converted” effect of the 2.875% Convertible notes due 2024 during the periods in which they were outstanding and shares underlying the 2.875% Convertible notes due 2028, when there is a conversion premium. Under the “if converted” method, debt issuance and interest costs, both net of tax, associated with the convertible notes due 2024 are added back to net earnings and the share count is increased by the shares underlying the convertible notes.

1514


	Three Months Ended February 28,						Six Months Ended February 28,				Three Months Ended						Six Months Ended
(in millions, except shares which are reflected in thousands, and per share amounts)	2023			2022			2023		2022
(in millions, except number of shares which are reflected in thousands, and per share amounts)											February 29, 2024			February 28, 2023			February 29, 2024			February 28, 2023
Net earnings attributable to Greenbrier	$	33.1		$	12.8		$	16.4	$	23.6	$	33.4		$	33.1		$	64.6		$	16.4
Weighted average basic common shares outstanding		32,588			32,582			32,654		32,546		31,117			32,588			31,071			32,654
Basic earnings per share	$	1.01		$	0.39		$	0.50	$	0.72	$	1.08		$	1.01		$	2.08		$	0.50

Net earnings attributable to Greenbrier	$	33.1		$	12.8		$	16.4	$	23.6	$	33.4		$	33.1		$	64.6		$	16.4
Add back:
Interest and debt issuance costs on the 2.875% convertible notes due 2024, net of tax		0.3			0.3		n/a		n/a			0.2			0.3			0.5		n/a
Earnings before interest and debt issuance costs on the 2.875% convertible notes due 2024	$	33.4		$	13.1		n/a		n/a
Earnings before interest and debt issuance costs on the 2.875% convertible notes due 2024											$	33.6		$	33.4		$	65.1		n/a
Weighted average diluted common shares outstanding		34,400			34,463			33,654		33,609		32,570			34,400			32,676			33,654
Diluted earnings per share	$	0.97	(1)	$	0.38	(1)	$	0.49	$	0.70	$	1.03	(1)	$	0.97	(1)	$	1.99	(1)	$	0.49

(1) Diluted earnings per share was calculated as follows:

Earnings before interest and debt issuance costs on the 2.875% convertible notes due 2024

Weighted average diluted common shares outstanding

~~Stock based compensation expense was $2.7~~ ~~million and $5.9~~ ~~million for the three and six months ended February 28, 2023, respectively and $4.9~~ ~~million and $5.9~~ million for the three and six months ended February 28, 2022, respectively. Compensation expense is recorded in Selling and administrative expense and Cost of revenue on the Condensed Consolidated Statements of Income.

Note 1211 – Derivative Instruments

Foreign operations give rise to market risks from changes in foreign currency exchange rates. Foreign currency forward 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 currency forward 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 Accumulated other comprehensive income.

At February ~~28, 2023~~29, 2024 exchange rates, notional amounts of forward exchange contracts for the purchase of Polish Zlotys and the sale of Euros; and the purchase of Mexican Pesos and the sale of U.S. Dollars aggregated to $~~89.1~~110.9 million. The fair value of the contracts is included on the Condensed Consolidated Balance Sheets as Accounts payable and accrued liabilities when in a loss position, or as Accounts receivable, net when in a gain position. As the contracts mature at various dates through ~~August 2024,~~April 2026, any such gain or loss remaining will be recognized in manufacturing revenue or cost of revenue along with the related transactions. In the event that the underlying transaction does not occur or does not occur in the period designated at the inception of the hedge, the amount classified in accumulated other comprehensive loss would be reclassified to the results of operations in Interest and foreign exchange at the time of occurrence. At February ~~28, 2023~~29, 2024 exchange rates, approximately $($~~0.4~~2.1 ~~million) of loss~~million would be reclassified to revenue or cost of revenue in the next year.

At February ~~28, 2023,~~29, 2024, interest rate swap agreements maturing from ~~September 2023~~June 2024 through January 2032 had notional amounts that aggregated to $~~468.4~~608.6 million. The fair value of the contracts is included on the Condensed Consolidated Balance Sheets in Accounts payable and accrued liabilities when in a loss position, or in Accounts receivable, net when in a gain position. As interest expense on the underlying debt is recognized, amounts corresponding to the interest rate swap are reclassified from Accumulated other comprehensive loss and charged or credited to interest expense. At February ~~28, 2023~~29, 2024 interest rates, approximately $~~13.5~~13.7 million of gain would be reclassified to reduce interest expense in the next year.

Fair Values of Derivative Instruments

(in millions)


	Asset Derivatives					Liability Derivatives						Asset Derivatives					Liability Derivatives
		February 28, 2023		August 31, 2022			February 28, 2023		August 31, 2022				February 29, 2024		August 31, 2023			February 29, 2024		August 31, 2023
	Balance sheet location	Fair Value		Fair Value		Balance sheet location	Fair Value		Fair Value			Balance sheet location	Fair Value		Fair Value		Balance sheet location	Fair Value		Fair Value
Derivatives designated as hedging instruments											Derivatives designated as hedging instruments
Foreign forward exchange contracts	Accounts receivable, net	$	1.5	$	0.6	Accounts payable and accrued liabilities	$	0.4	$	2.9		Accounts receivable, net	$	5.3	$	2.5	Accounts payable and accrued liabilities	$	0.1	$	0.1
Interest rate swap contracts	Accounts receivable, net		36.4		20.8	Accounts payable and accrued liabilities		—		-		Accounts receivable, net		32.1		34.9	Accounts payable and accrued liabilities		0.1		0.1
		$	37.9	$	21.4		$	0.4	$	2.9			$	37.4	$	37.4		$	0.2	$	0.2
Derivatives not designated as hedging instruments											Derivatives not designated as hedging instruments
Foreign forward exchange contracts	Accounts receivable, net	$	—	$	—	Accounts payable and accrued liabilities	$	—	$	0.1		Accounts receivable, net	$	—	$	0.5	Accounts payable and accrued liabilities	$	—	$	—

The Effect of Derivative Instruments on the Statements of Income

(in millions)

Three ~~Months Ended~~months ended February 29, 2024 and February 28, 2023 ~~and 2022~~

Derivatives in cash flow hedging relationships

Location of gain (loss)
recognized in income
on derivatives

Gain (loss) recognized in income on
derivatives three months ended February 28,

2023

2022

Foreign forward exchange contract

Interest and foreign exchange

$
(0.3
)

$
(0.1
)


Derivatives in cash flow hedging relationships	Location of gain (loss) recognized in income on derivatives	Gain (loss) recognized in income on derivatives three months ended
		February 29, 2024		February 28, 2023
Foreign forward exchange contract	Interest and foreign exchange	$	—	$	(0.3	)


Derivatives in cash flow hedging relationships	Gain (loss) recognized in OCI on derivatives three months ended February 28,					Location of gain (loss) reclassified from accumulated OCI into income	Gain (loss) reclassified from accumulated OCI into income three months ended February 28,						Location of gain (loss) on derivative (amount excluded from effectiveness testing)	Gain (loss) recognized on derivative (amount excluded from effectiveness testing) three months ended February 28,				Gain (loss) recognized in OCI on derivatives three months ended				Location of gain (loss) reclassified from accumulated OCI into income	Gain (loss) reclassified from accumulated OCI into income three months ended					Location of gain (loss) on derivatives (amount excluded from effectiveness testing)	Gain (loss) recognized on derivatives (amount excluded from effectiveness testing) three months ended
	2023		2022				2023			2022				2023		2022		February 29, 2024		February 28, 2023			February 29, 2024		February 28, 2023				February 29, 2024		February 28, 2023
Foreign forward exchange contracts	$	0.5	$	(0.4	)	Revenue	$	(0.5	)	$	(0.2	)	Revenue	$	0.5	$	0.3	$	0.5	$	0.5	Revenue	$	0.8	$	(0.5	)	Revenue	$	0.6	$	0.5
Foreign forward exchange contracts		0.8		1.4		Cost of revenue		0.4			—		Cost of revenue		0.3		0.3		0.2		0.8	Cost of revenue		—		0.4		Cost of revenue		0.3		0.3
Interest rate swap contracts		8.6		0.6		Interest and foreign exchange		2.4			(1.3	)	Interest and foreign exchange		—		—		2.9		8.6	Interest and foreign exchange		4.2		2.4		Interest and foreign exchange		—		—
	$	9.9	$	1.6			$	2.3		$	(1.5	)		$	0.8	$	0.6	$	3.6	$	9.9		$	5.0	$	2.3			$	0.9	$	0.8

The following table presents the amounts in the Condensed Consolidated Statements of Income in which the effects of the cash flow hedges are recorded and the effects of the cash flow hedge activity on these line items for the three months ended February 29, 2024 and February 28, ~~2023 and 2022:~~2023:


	For The Three Months Ended February 28,										For the Three Months Ended
	2023					2022					February 29, 2024				February 28, 2023
	Total		Amount of gain (loss) on cash flow hedge activity			Total		Amount of gain (loss) on cash flow hedge activity			Total		Amount of gain (loss) on cash flow hedge activity		Total		Amount of gain (loss) on cash flow hedge activity
Revenue	$	1,122.0	$	(0.5	)	$	682.8	$	(0.2	)	$	862.7	$	0.8	$	1,122.0	$	(0.5	)
Cost of revenue	$	1,005.2	$	0.4		$	628.0	$	—		$	740.5	$	—	$	1,005.2	$	0.4
Interest and foreign exchange	$	21.6	$	2.4		$	11.8	$	(1.3	)	$	24.6	$	4.2	$	21.6	$	2.4

~~Six Months Ended February 28, 2023 and 2022~~The Effect of Derivative Instruments on the Statements of Income

(in millions)

Derivatives in cash flow hedging relationships

Location of gain (loss)
recognized in income
on derivatives

Gain (loss) recognized in income on
derivatives six months ended February 28,

2023

2022

Foreign forward exchange contract

Interest and foreign exchange

$
(0.3
)

$
(0.4
)

Six months ended February 29, 2024 and February 28, 2023

Derivatives in
cash flow hedging
relationships

Gain (loss) recognized
in OCI on derivatives
six months ended February 28,

Location of gain
(loss) reclassified
from accumulated
OCI into income

Gain (loss) reclassified
from accumulated OCI
into income six months
ended February 28,

Location of gain
(loss) on derivative
(amount
excluded from
effectiveness
testing)

Gain (loss) recognized
on derivative
(amount excluded from
effectiveness testing)
six months ended February 28,

2023

2022

2023

2022

2023

2022

Foreign
   forward
   exchange
   contracts

$
2.0

$
(5.0
)

Revenue

$
(0.9
)

$
(0.4
)

Revenue

$
0.8

$
0.5

Foreign
   forward
   exchange
   contracts

1.1

0.1

Cost of
revenue

0.6

—

Cost of
   revenue

0.4

0.4

Interest rate
   swap
   contracts

19.0

2.3

Interest and
foreign
exchange

3.4

(2.6
)

Interest and
   foreign
   exchange

—

—

$
22.1

$
(2.6
)

$
3.1

$
(3.0
)

$
1.2

$
0.9


Derivatives in cash flow hedging relationships	Location of gain (loss) recognized in income on derivatives	Gain (loss) recognized in income on derivatives six months ended
		February 29, 2024		February 28, 2023
Foreign forward exchange contract	Interest and foreign exchange	$	0.2	$	(0.3	)


Derivatives in cash flow hedging relationships	Gain (loss) recognized in OCI on derivatives six months ended				Location of gain (loss) reclassified from accumulated OCI into income	Gain (loss) reclassified from accumulated OCI into income six months ended						Location of gain (loss) on derivatives (amount excluded from effectiveness testing)	Gain (loss) recognized on derivatives (amount excluded from effectiveness testing) six months ended
	February 29, 2024		February 28, 2023			February 29, 2024			February 28, 2023				February 29, 2024		February 28, 2023
Foreign forward exchange contracts	$	2.9	$	2.0	Revenue	$	1.0		$	(0.9	)	Revenue	$	1.2	$	0.8
Foreign forward exchange contracts		—		1.1	Cost of revenue		(0.1	)		0.6		Cost of revenue		0.6		0.4
Interest rate swap contracts		6.0		19.0	Interest and foreign exchange		8.5			3.4		Interest and foreign exchange		—		—
	$	8.9	$	22.1		$	9.4		$	3.1			$	1.8	$	1.2

The following table presents the amounts in the Condensed Consolidated Statements of Income in which the effects of the cash flow hedges are recorded and the effects of the cash flow hedge activity on these line items for the six months ended February 29, 2024 and February 28, ~~2023 and 2022:~~2023:


	For The Six Months Ended February 28,										For the Six Months Ended
	2023					2022					February 29, 2024					February 28, 2023
	Total		Amount of gain (loss) on cash flow hedge activity			Total		Amount of gain (loss) on cash flow hedge activity			Total		Amount of gain (loss) on cash flow hedge activity			Total		Amount of gain (loss) on cash flow hedge activity
Revenue	$	1,888.5	$	(0.9	)	$	1,233.5	$	(0.4	)	$	1,671.5	$	1.0		$	1,888.5	$	(0.9	)
Cost of revenue	$	1,702.2	$	0.6		$	1,131.1	$	—		$	1,428.0	$	(0.1	)	$	1,702.2	$	0.6
Interest and foreign exchange	$	41.2	$	3.4		$	24.4	$	(2.6	)	$	47.8	$	8.5		$	41.2	$	3.4

Note 1312 – Segment Information

The Company operates in three reportable segments: Manufacturing; Maintenance Services; and Leasing & Management Services.

The accounting policies of the segments are described in the summary of significant accounting policies in the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended August 31, 2022. Performance is evaluated based on Earnings (loss) 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. The Company does not allocate Interest and foreign exchange or Income tax expense 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 table is derived directly from the segments’ internal financial reports used for corporate management purposes.

For the three months ended February 29, 2024:


	Revenue								Earnings (loss) from operations
(in millions)	External		Intersegment			Total			External			Intersegment			Total
Manufacturing	$	735.8	$	61.5		$	797.3		$	58.8		$	3.7		$	62.5
Maintenance Services		75.2		9.1			84.3			4.6			—			4.6
Leasing & Management Services		51.7		0.3			52.0			33.2			0.1			33.3
Eliminations		—		(70.9	)		(70.9	)		—			(3.8	)		(3.8	)
Corporate		—		—			—			(33.1	)		—			(33.1	)
	$	862.7	$	—		$	862.7		$	63.5		$	—		$	63.5

For the six months ended February 29, 2024:


	Revenue								Earnings (loss) from operations
(in millions)	External		Intersegment			Total			External			Intersegment			Total
Manufacturing	$	1,411.7	$	120.0		$	1,531.7		$	113.1		$	8.4		$	121.5
Maintenance Services		159.0		18.3			177.3			15.2			—			15.2
Leasing & Management Services		100.8		0.5			101.3			59.5			0.1			59.6
Eliminations		—		(138.8	)		(138.8	)		—			(8.5	)		(8.5	)
Corporate		—		—			—			(59.4	)		—			(59.4	)
	$	1,671.5	$	—		$	1,671.5		$	128.4		$	—		$	128.4

For the three months ended February 28, 2023:


	Revenue								Earnings (loss) from operations
(in millions)	External		Intersegment			Total			External			Intersegment			Total
Manufacturing	$	968.6	$	96.8		$	1,065.4		$	46.6		$	8.8		$	55.4
Maintenance Services		98.0		6.2			104.2			6.8			—			6.8
Leasing & Management Services		55.4		0.5			55.9			40.7			0.1			40.8
Eliminations		—		(103.5	)		(103.5	)		—			(8.9	)		(8.9	)
Corporate		—		—			—			(26.7	)		—			(26.7	)
	$	1,122.0	$	—		$	1,122.0		$	67.4		$	—		$	67.4

For the six months ended February 28, 2023:


	Revenue								Earnings (loss) from operations
(in millions)	External		Intersegment			Total			External			Intersegment			Total
Manufacturing	$	1,615.1	$	141.3		$	1,756.4		$	43.2		$	12.8		$	56.0
Maintenance Services		183.5		14.7			198.2			12.3			—			12.3
Leasing & Management Services		89.9		0.7			90.6			56.3			0.1			56.4
Eliminations		—		(156.7	)		(156.7	)		—			(12.9	)		(12.9	)
Corporate		—		—			—			(49.2	)		—			(49.2	)
	$	1,888.5	$	—		$	1,888.5		$	62.6		$	—		$	62.6

~~For the three months ended February 28, 2022:~~

Revenue

Earnings (loss) from operations

(in millions)

External

Intersegment

Total

External

Intersegment

Total

Manufacturing

$
555.7

$
1.8

$
557.5

$
1.8

$
—

$
1.8

Maintenance Services

86.6

6.1

92.7

2.9

—

2.9

Leasing & Management Services

40.5

0.4

40.9

47.6

—

47.6

Eliminations

—

(8.3
)

(8.3
)

—

—

—

Corporate

—

—

—

(27.1
)

—

(27.1
)

$
682.8

$
—

$
682.8

$
25.2

$
—

$
25.2

~~For the six months ended February 28, 2022:~~

Revenue

Earnings (loss) from operations

(in millions)

External

Intersegment

Total

External

Intersegment

Total

Manufacturing

$
1,008.2

$
41.2

$
1,049.4

$
14.1

$
0.3

$
14.4

Maintenance Services

159.0

8.8

167.8

1.8

—

1.8

Leasing & Management Services

66.3

0.7

67.0

64.8

—

64.8

Eliminations

—

(50.7
)

(50.7
)

—

(0.3
)

(0.3
)
Corporate

—

—

—

(43.7
)

—

(43.7
)

$
1,233.5

$
—

$
1,233.5

$
37.0

$
—

$
37.0


	Total assets				Total assets
(in millions)	February 28, 2023		August 31, 2022		February 29, 2024		August 31, 2023
Manufacturing	$	1,923.0	$	1,853.9	$	1,814.5	$	1,847.0
Maintenance Services		313.9		284.8		309.5		294.4
Leasing & Management Services		1,267.2		1,152.2		1,592.2		1,458.1
Unallocated, including cash		448.4		560.6		327.4		378.9
	$	3,952.5	$	3,851.5	$	4,043.6	$	3,978.4

Reconciliation of Earnings from operations to Earnings before income tax and earnings from unconsolidated affiliates:


	Three Months Ended February 28,				Six Months Ended February 28,				Three Months Ended				Six Months Ended
(in millions)	2023		2022		2023		2022		February 29, 2024		February 28, 2023		February 29, 2024		February 28, 2023
Earnings from operations	$	67.4	$	25.2	$	62.6	$	37.0	$	63.5	$	67.4	$	128.4	$	62.6
Interest and foreign exchange		21.6		11.8		41.2		24.4		24.6		21.6		47.8		41.2
Earnings before income tax and earnings from unconsolidated affiliates	$	45.8	$	13.4	$	21.4	$	12.6	$	38.9	$	45.8	$	80.6	$	21.4

Note 1413 – Leases

Lessor

Equipment on operating leases is reported net of accumulated depreciation of $~~55.2~~80.7 million and $~~48.6~~68.0 million as of February ~~28, 2023~~29, 2024 and August 31, ~~2022,~~2023, respectively. Depreciation expense was $8.4 million and $16.2 million for the three and six months ended February 29, 2024, respectively and $6.8 million and $12.8 million for the three and six months ended February 28, 2023, ~~respectively and $5.4~~ ~~million and $10.5~~ ~~million for the three and six months ended February 28, 2022,~~ respectively. In addition, certain railcar equipment leased-in by the Company on operating leases is subleased to customers under non-cancelable operating leases with lease terms ranging from one to approximately ~~thirteen~~twelve years. Operating lease rental revenues included in the Company’s Condensed Consolidated Statements of Income for the three and six months ended February 29, 2024 was $30.5 million and $58.1 million, respectively, which included $5.1 million and $10.5 million, respectively, of revenue as a result of daily, monthly or car hire utilization arrangements. Operating lease rental revenues included in the Company’s Condensed Consolidated Statements of Income for the three and six months ended February 28, 2023 was $23.8 million and $43.4 million, respectively, which included $4.9 million and $9.7 million, respectively, of revenue as a result of daily, monthly or car hire utilization arrangements.~~Operating lease rental revenues~~ ~~included in the Company's Condensed Consolidated Statements of Income for the three and six months ended February 28, 2022 was $16.3~~ ~~million and $31.3~~ ~~million, respectively, which included $3.9~~ ~~million and $8.5~~ ~~million, respectively, of revenue as a result of daily, monthly or car hire utilization arrangements.~~

Aggregate minimum future amounts receivable under all non-cancelable operating leases and subleases at February ~~28, 2023,~~29, 2024, will mature as follows:

(in millions)

Remaining six months of 2023

$
33.6

2024

58.4

2025

50.4

2026

44.0

2027

38.4

Thereafter

77.7

$
302.5


(in millions)
Remaining six months of 2024	$	48.5
2025		87.9
2026		79.0
2027		69.3
2028		53.3
Thereafter		107.7
	$	445.7

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 six months ended February ~~28, 2023~~29, 2024 and February 28, ~~2022,~~2023, 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 one year to 7675 years, with some including options to extend up to 157 years. The Company recognizes a lease liability and corresponding right-of-use (ROU) asset based on the present value of lease payments. To determine the present value of lease payments, as most of its leases do not provide a readily determinable implicit rate, the Company’s incremental borrowing rate is used to discount the lease payments based on information available at each lease commencement date. The Company gives consideration to its recent debt issuances as well as publicly available data for instruments with similar characteristics when estimating its incremental borrowing rate.

The components of operating lease costs were as follows:


	Three Months Ended February 28,				Six Months Ended February 28,				Three Months Ended				Six Months Ended
(in millions)	2023		2022		2023		2022		February 29, 2024		February 28, 2023		February 29, 2024		February 28, 2023
Operating lease expense	$	3.1	$	2.5	$	6.4	$	5.2	$	4.2	$	3.1	$	8.4	$	6.4
Short-term lease expense		2.6		1.4		4.4		2.7		1.7		2.6		3.8		4.4
Total	$	5.7	$	3.9	$	10.8	$	7.9	$	5.9	$	5.7	$	12.2	$	10.8

Aggregate minimum future amounts payable under operating leases having initial or remaining non-cancelable terms at February ~~28, 2023~~29, 2024, will mature as follows:


(in millions)
Remaining six months of 2023	$	6.6
2024		11.5
Remaining six months of 2024				$	7.7
2025		8.7			14.2
2026		7.5			13.4
2027		4.7			10.6
2028					9.7
Thereafter		17.7			23.9
Total lease payments	$	56.7		$	79.5
Less: Imputed interest		(4.7	)		(7.6	)
Total lease obligations	$	52.0		$	71.9

The table below presents additional information related to the Company’s leases:


Weighted average remaining lease term (years):
Operating leases	~~11.2~~10.6

Weighted average discount rate:
Operating leases	~~2.2~~2.7	%

Supplemental cash flow information related to leases were as follows:

(in millions)

Six months ended
February 28,
2023

Cash paid for amounts included in the measurement
of lease liabilities:

Operating cash flows from operating leases

$
6.7

ROU assets obtained in exchange for new operating
lease liabilities

$
1.1


(in millions)	Six Months Ended February 29, 2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	8.8
ROU assets obtained in exchange for new operating lease liabilities	$	7.6

Note 1615 – 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 February ~~28, 2023~~29, 2024 were:

(in millions)

Total

Level 1

Level 2 (1)

Level 3

Assets:

Derivative financial instruments

$
37.9

$
—

$
37.9

$
—

Nonqualified savings plan investments

45.1

45.1

—

—

Cash equivalents

60.3

60.3

—

—

$
143.3

$
105.4

$
37.9

$
—

Liabilities:

Derivative financial instruments

$
0.4

$
—

$
0.4

$
—


(in millions)	Total		Level 1		Level 2 (1)		Level 3
Assets:
Derivative financial instruments	$	37.4	$	—	$	37.4	$	—
Nonqualified savings plan investments		56.4		56.4		—		—
Cash equivalents		52.0		52.0		—		—
	$	145.8	$	108.4	$	37.4	$	—
Liabilities:
Derivative financial instruments	$	0.2	$	—	$	0.2	$	—

Assets and liabilities measured at fair value on a recurring basis as of August 31, ~~2022~~2023 were:


(in millions)	Total		Level 1		Level 2 (1)		Level 3		Total		Level 1		Level 2 (1)		Level 3
Assets:
Derivative financial instruments	$	21.4	$	—	$	21.4	$	—	$	37.9	$	—	$	37.9	$	—
Nonqualified savings plan investments		40.3		40.3		—		—		47.7		47.7		—		—
Cash equivalents		119.4		119.4		—		—		51.2		51.2		—		—
	$	181.1	$	159.7	$	21.4	$	—	$	136.8	$	98.9	$	37.9	$	—
Liabilities:
Derivative financial instruments	$	3.0	$	—	$	3.0	$	—	$	0.2	$	—	$	0.2	$	—

(1)

Level 2 assets and liabilities include derivative financial instruments that are valued based on observable inputs. See Note 1211 - Derivative Instruments for further discussion.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

We operate in three reportable segments: Manufacturing; Maintenance Services; and Leasing & Management Services. Our segments are operationally integrated. The Manufacturing segment, which currently operates from facilities in the U.S., Mexico, Poland, and Romania, ~~and Turkey,~~ produces ~~double-stack intermodal~~freight railcars, tank cars, ~~conventional~~intermodal railcars and automotive railcar ~~products and marine vessels.~~products. The Maintenance Services segment performs wheel and axle servicing, railcar maintenance and produces a variety of parts for the rail industry in North America. The Leasing & Management Services segment owns approximately ~~12,300~~14,600 railcars as of February ~~28, 2023.~~29, 2024. We also provide management services ~~for approximately 408,000 railcars~~ for railroads, shippers, carriers, institutional investors and other leasing and transportation companies in North ~~America as of February 28, 2023. Through unconsolidated affiliates we produce rail and industrial components and have an ownership stake in a railcar manufacturer in Brazil.~~America.

Management identifies ~~five~~the following trends ~~impacting~~which continue to impact our business and our results for the six months ended February ~~28, 2023.~~29, 2024. Overall, demand in the marketplace remained strong. Inflation, rising interest rates, supply chain challenges, and rail service congestion persisted. Manufacturing was impacted by supply chain disruptions, negatively impacting gross margin in the first half of 2023. Notwithstanding these specific challenges and the concern of a general economic slowdown, management’s optimism about the current fiscal year is sustained by theremains strong ~~demand~~ for our products and ~~services as well as~~services. Supply chain challenges, rail service congestion, inflation, high interest rates, and labor shortages continue to impact our business. Despite this operating environment, we accomplished the following ~~achievements from~~during the ~~first half of 2023:~~six months ended February 29, 2024:

We ~~acquired~~believe our results highlight our continued focus on our strategic plan and we remain focused on increasing recurring revenue, expanding our aggregate gross margin, and raising our return on invested capital. Recurring revenue is defined as Leasing & Management Services revenue excluding the ~~minority interest in GBX Leasing, and now wholly own our lease fleet.~~impact of syndication transactions.

Our backlog remains strong with railcar deliveries ~~and marine deliveries~~ into ~~calendar 2024.~~2026. Our railcar backlog was ~~25,900~~29,200 units with an estimated value of ~~$3.1~~$3.6 billion as of February ~~28, 2023.~~29, 2024. Our backlog includes ~~units~~nearly $815 million of railcars intended for ~~lease~~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. Multi-year supply agreements are a part of rail industry practice. A portion of the orders included in backlog reflects an assumed product mix. Under terms of the orders, the exact mix and pricing will be determined in the future, which may impact backlog. Approximately 4%3% of backlog units and 5%2% of estimated backlog value as of February ~~28, 2023~~29, 2024 was associated with our Brazilian manufacturing operations which is accounted for under the equity method. ~~Marine backlog as of February 28, 2023 was approximately $43 million.~~

Our backlog of railcar units ~~and marine vessels~~ is not necessarily indicative of future results of operations. Certain orders in backlog are subject to customary documentation 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.

On November 17, 2022, as part of our strategic review of the global business capacity footprint, we decided to permanently cease rail production at our Gunderson facility during 2023 and to explore alternatives to exit marine barge production in the first part of calendar 2024. ~~Due to the change in future use of the facility, management assessed recoverability of Gunderson assets in accordance with our policy on impairment of long-lived assets.~~Based on an analysis of future undiscounted cash flows associated with these assets, we determined that the carrying value was not recoverable. In the first quarter of fiscal 2023, management concluded that an impairment charge was necessary and $24.2 million was recorded in the Manufacturing segment as Impairment of long-lived assets within the Condensed Consolidated Statements of Operations. Although it is possible that costs and charges related to the cessation of production at the facility, such as exit costs and termination benefits may be incurred in future periods, the amount of any such costs and charges is not estimable at this time and we do not yet know if the amount of any such costs and charges will be material.

As described in Part I Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended August 31, ~~2022~~2023 the items described above 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.

Three Months Ended February ~~28, 2023~~29, 2024 Compared to the Three Months Ended February 28, ~~2022~~2023

Revenue, Cost of revenue, Margin and Earnings from operations (operating profit or loss) presented below, include amounts from external parties and exclude intersegment activity that is eliminated in consolidation.


	Three Months Ended February 28,						Three Months Ended
(in millions, except per share amounts)	2023			2022			February 29, 2024			February 28, 2023
Revenue:
Manufacturing	$	968.6		$	555.7		$	735.8		$	968.6
Maintenance Services		98.0			86.6			75.2			98.0
Leasing & Management Services		55.4			40.5			51.7			55.4
		1,122.0			682.8			862.7			1,122.0
Cost of revenue:
Manufacturing		901.2			535.0			656.2			901.2
Maintenance Services		89.6			81.7			69.2			89.6
Leasing & Management Services		14.4			11.3			15.1			14.4
		1,005.2			628.0			740.5			1,005.2
Margin:
Manufacturing		67.4			20.7			79.6			67.4
Maintenance Services		8.4			4.9			6.0			8.4
Leasing & Management Services		41.0			29.2			36.6			41.0
		116.8			54.8			122.2			116.8
Selling and administrative		59.0			54.7			63.6			59.0
Net gain on disposition of equipment		(9.6	)		(25.1	)		(4.9	)		(9.6	)
Earnings from operations		67.4			25.2			63.5			67.4
Interest and foreign exchange		21.6			11.8			24.6			21.6
Earnings before income tax and earnings from unconsolidated affiliates		45.8			13.4			38.9			45.8
Income tax expense		(11.9	)		(3.2	)		(9.3	)		(11.9	)
Earnings before earnings from unconsolidated affiliates		33.9			10.2			29.6			33.9
Earnings from unconsolidated affiliates		2.9			1.0			4.0			2.9
Net earnings		36.8			11.2			33.6			36.8
Net (earnings) loss attributable to noncontrolling interest		(3.7	)		1.6
Net earnings attributable to noncontrolling interest								(0.2	)		(3.7	)
Net earnings attributable to Greenbrier	$	33.1		$	12.8		$	33.4		$	33.1
Diluted earnings per common share	$	0.97		$	0.38		$	1.03		$	0.97

Performance for our segments is evaluated based on operating profit or loss. 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.

Through our integrated business model, we provide a broad range of custom products and services in each of our 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 results of operations.

The ~~64.3% increase~~23.1% decrease in ~~revenue~~Revenue for the three months ended February ~~28, 2023~~29, 2024 as compared to the three months ended February 28, ~~2022~~2023 was primarily due to a ~~74.3% increase in Manufacturing revenue. The increase~~24.0% decrease in Manufacturing revenue ~~was~~and 23.3% decrease in Maintenance Services revenue. The decreases were primarily ~~attributed to~~driven by a ~~63.6% increase~~26.4% decrease in railcar ~~deliveries.~~deliveries including lower syndications and 22.0% lower volumes in our wheels business due to mild winter weather during the three months ended February 29, 2024.

The ~~60.1% increase~~26.3% decrease in ~~cost~~Cost of revenue for the three months ended February ~~28, 2023~~29, 2024 as compared to the three months ended February 28, ~~2022~~2023 was primarily due to a ~~68.4% increase~~27.2% decrease in Manufacturing cost of revenue. The ~~increase~~decrease in Manufacturing cost of revenue was primarily attributed to a ~~63.6% increase~~26.4% decrease in railcar deliveries including lower syndications during the three months ended February ~~28, 2023.~~29, 2024.

Margin as a percentage of revenue was ~~10.4%~~14.2% and ~~8.0%~~10.4% for the three months ended February 29, 2024 and February 28, 2023, ~~and 2022,~~ respectively. ~~The overall margin~~Margin as a percentage of revenue was positively impacted by ~~higher syndication activity~~operating efficiencies and ~~improved margin as a percentage of revenue at~~favorable product mix within our Manufacturing segment ~~as a result of operating at higher volumes.~~during the three months ended February 29, 2024.

The ~~$20.3~~$0.3 million increase in Net earnings attributable to Greenbrier for the three months ended February ~~28, 2023~~29, 2024 as compared to the three months ended February 28, ~~2022~~2023 was primarily due ~~to an~~to:

Our Manufacturing segment primarily generates revenue from manufacturing a wide range of freight railcars and from the conversion of existing ~~or in-service~~ railcars through our facilities in North America and Europe. ~~We also manufacture a broad range of ocean-going and river barges for transporting merchandise between ports within the United States.~~

Manufacturing ~~revenue increased $412.9~~Revenue decreased $232.8 million or ~~74.3%~~24.0% for the three months ended February ~~28, 2023~~29, 2024 compared to the three months ended February 28, ~~2022.~~2023. The ~~increase~~decrease in ~~revenue~~Revenue was primarily attributed to a ~~63.6% increase~~26.4% decrease in railcar ~~deliveries. The increase was also due to the additional revenue associated with an increase in material and other input costs~~deliveries including lower syndications during the three months ended February ~~28, 2023, as many of our customer contracts include price escalation provisions when certain of our manufacturing costs increase.~~29, 2024.

Manufacturing ~~cost~~Cost of revenue ~~increased $366.2~~decreased $245.0 million or ~~68.4%~~27.2% for the three months ended February ~~28, 2023~~29, 2024 compared to the three months ended February 28, ~~2022.~~2023. The ~~increase~~decrease in ~~cost~~Cost of revenue was primarily attributed to a ~~63.6% increase~~26.4% decrease in ~~the volume of~~ railcar deliveries ~~and higher costs associated with component outsourcing to support the volume and mix of production~~including lower syndications during the three months ended February ~~28, 2023.~~29, 2024.

Manufacturing ~~margin~~Margin as a percentage of revenue increased ~~3.3%~~3.8% for the three months ended February ~~28, 2023~~29, 2024 compared to the three months ended February 28, ~~2022.~~2023. The increase in margin percentage for the three months ended February ~~28, 2023~~29, 2024 was primarily attributed to operating ~~at higher production levels. This was partially offset by increased costs associated with outsourcing to support~~efficiencies and favorable product mix during the ~~higher volume and mix of production.~~three months ended February 29, 2024.

Manufacturing ~~operating~~Operating profit increased ~~$44.8~~$12.2 million for the three months ended February ~~28, 2023~~29, 2024 compared to the three months ended February 28, ~~2022.~~2023. The increase in operating profit was primarily attributed to ~~increased deliveries for~~improved Margin of $12.2 million during the three months ended February ~~28, 2023 at improved margins.~~29, 2024.

Our Maintenance Services segment primarily generates revenue from railcar component manufacturing and servicing and from providing railcar maintenance services.

Maintenance Services ~~revenue increased $11.4~~Revenue decreased $22.8 million or ~~13.2%~~23.3% for the three months ended February ~~28, 2023~~29, 2024 compared to the three months ended February 28, ~~2022.~~2023. The ~~increase~~decrease was primarily attributed to ~~favorable pricing and higher~~22.0% lower volumes in our wheels business due to ~~higher demand.~~mild winter weather during the three months ended February 29, 2024.

Maintenance Services ~~cost~~Cost of revenue ~~increased $7.9~~decreased $20.4 million or ~~9.7%~~22.8% for the three months ended February ~~28, 2023~~29, 2024 compared to the three months ended February 28, ~~2022.~~2023. The ~~increase~~decrease was primarily due to ~~higher costs associated with~~ operating at ~~higher volumes.~~lower volumes during the three months ended February 29, 2024.

Maintenance Services ~~margin~~Margin as a percentage of revenue ~~increased 2.9%~~decreased 0.6% for the three months ended February ~~28, 2023~~29, 2024 compared to the three months ended February 28, ~~2022.~~2023. The ~~increase~~decrease in margin percentage was primarily attributed to ~~favorable pricing and efficiencies. This was partially offset by~~ lower ~~scrap metal pricing~~operating efficiencies as a result of operating at lower volumes during the three months ended February ~~28, 2023.~~29, 2024.

Maintenance Services ~~operating~~Operating profit ~~increased $3.9~~decreased $2.2 million for the three months ended February ~~28, 2023~~29, 2024 compared to the three months ended February 28, ~~2022.~~2023. The ~~increase~~decrease in operating profit was primarily attributed to ~~favorable pricing, higher~~lower operating efficiencies as a result of operating at lower volumes ~~and improved efficiencies. This was partially offset by lower scrap metal pricing~~ during the three months ended February ~~28, 2023.~~29, 2024.

Our Leasing & Management Services segment generates revenue from leasing railcars from our lease fleet, providing various management services, syndication revenue associated with leases attached to new railcar sales, and interim rent on leased railcars for syndication.

Leasing & Management Services ~~revenue increased $14.9~~Revenue decreased $3.7 million or ~~36.8%~~6.7% for the three months ended February ~~28, 2023~~29, 2024 compared to the three months ended February 28, ~~2022.~~2023. The ~~increase~~decrease was primarily attributed to ~~higher~~lower syndication ~~revenue and higher lease~~activity. This was partially offset by an increase of $4.0 million in rents ~~due to higher lease rates and~~associated with a larger ~~fleet.~~fleet during the three months ended February 29, 2024.

Leasing & Management Services ~~cost~~Cost of revenue increased ~~$3.1~~$0.7 million or ~~27.4%~~4.9% for the three months ended February ~~28, 2023~~29, 2024 compared to the three months ended February 28, ~~2022.~~2023. The increase was primarily due to higher costs from the ~~additions to our lease fleet.~~larger fleet during the three months ended February 29, 2024.

Leasing & Management Services ~~margin~~Margin as a percentage of revenue ~~increased 1.9%~~decreased 3.2% for the three months ended February ~~28, 2023~~29, 2024 compared to the three months ended February 28, ~~2022.~~2023. The ~~increase~~decrease in margin percentage was primarily attributed to ~~higher~~the lower syndication activity ~~and growth in and higher utilization of~~during the ~~lease fleet.~~three months ended February 29, 2024.

Leasing & Management Services ~~operating~~Operating profit decreased ~~$6.9~~$7.5 million for the three months ended February ~~28, 2023~~29, 2024 compared to the three months ended February 28, ~~2022.~~2023. The decrease was primarily attributed to ~~a reduction in net~~lower syndication activity and $2.9 million lower Net gain on disposition of equipment ~~for~~during the three months ended February ~~28, 2023.~~29, 2024.

Selling and administrative expense was ~~$59.0~~$63.6 million or ~~5.3%~~7.4% of ~~revenue~~Revenue for the three months ended February ~~28, 2023~~29, 2024 compared to ~~$54.7~~$59.0 million or ~~8.0%~~5.3% of ~~revenue~~Revenue for the prior comparable period. The ~~$4.3~~$4.6 million increase was primarily attributed to an increase in employee related costs ~~due to higher incentive compensation expense as a result of timing of financial performance compared to~~for the ~~prior year.~~three months ended February 29, 2024.

Net gain on disposition of equipment ~~primarily~~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 fleet and to manage risk and liquidity.

Net gain on disposition of equipment was ~~$9.6~~$4.9 million for the three months ended February ~~28, 2023~~29, 2024 compared to ~~$25.1~~$9.6 million for the ~~three months ended February 28, 2022.~~prior comparable period. The decrease in Net gain on disposition of equipment was primarily attributed to fewer sales of assets from our lease fleet during the three months ended February ~~28, 2023.~~29, 2024.

The ~~$9.8~~$3.0 million increase in Interest and foreign exchange expense for the three months ended February ~~28, 2023~~29, 2024 compared to the three months ended February 28, ~~2022~~2023 was attributed to an increase in interest expense from higher ~~levels of borrowings~~interest rates and ~~interest rates.~~borrowings.

For the three months ended February 29, 2024, we had Income tax expense of $9.3 million on pre-tax income of $38.9 million for an effective tax rate of 23.9%. The effective tax rate benefited from net favorable adjustments related to our foreign subsidiaries.

For the three months ended February 28, 2023, we had ~~income~~Income tax expense of $11.9 million on a pre-tax income of $45.8 million for an effective tax rate of 25.9%. Tax expense included net favorable discrete items in our foreign operations.

For the three months ended February 28, 2022, we had income tax expense of $3.2 million on pre-tax income of $13.4 million for an effective tax rate of 23.9%. Tax expense included net favorable discrete items.

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.

Through unconsolidated affiliates we produce rail and industrial components and have an ownership stake in a railcar manufacturer in Brazil. We record the results from these unconsolidated affiliates on an after-tax basis.

Earnings from unconsolidated affiliates were ~~$2.9~~$4.0 million and ~~$1.0~~$2.9 million for the three months ended February 29, 2024 and February 28, 2023, ~~and 2022,~~ respectively. The increase was primarily related to ~~increased volumes.~~$2.2 million in higher earnings at our Brazil operations for the three months ended February 29, 2024.

Net ~~(earnings) loss~~earnings attributable to noncontrolling interest was ~~earnings of~~$0.2 million for the three months ended February 29, 2024 compared to $3.7 million for the three months ended February 28, ~~2023 compared to a loss of $1.6 million for the three months ended February 28, 2022.~~2023. Net ~~(earnings) loss~~earnings attributable to noncontrolling interest primarily represents our joint venture partner's share in the results of operations of our Mexican railcar manufacturing joint ventures, adjusted for intercompany sales, and our European partner’s share of the results of our European operations.

Six Months Ended February ~~28, 2023~~29, 2024 Compared to the Six Months Ended February 28, ~~2022~~2023


	For the Six Months Ended February 28,						Six Months Ended
(in millions, except per share amounts)	2023			2022			February 29, 2024			February 28, 2023
Revenue:
Manufacturing	$	1,615.1		$	1,008.2		$	1,411.7		$	1,615.1
Maintenance Services		183.5			159.0			159.0			183.5
Leasing & Management Services		89.9			66.3			100.8			89.9
		1,888.5			1,233.5			1,671.5			1,888.5
Cost of revenue:
Manufacturing		1,505.7			956.6			1,257.1			1,505.7
Maintenance Services		169.2			152.9			140.8			169.2
Leasing & Management Services		27.3			21.6			30.1			27.3
		1,702.2			1,131.1			1,428.0			1,702.2
Margin:
Manufacturing		109.4			51.6			154.6			109.4
Maintenance Services		14.3			6.1			18.2			14.3
Leasing & Management Services		62.6			44.7			70.7			62.6
		186.3			102.4			243.5			186.3
Selling and administrative		112.4			99.0			119.9			112.4
Net gain on disposition of equipment		(12.9	)		(33.6	)		(4.8	)		(12.9	)
Impairment of long-lived assets		24.2			—
Asset impairment, disposal, and exit costs								—			24.2
Earnings from operations		62.6			37.0			128.4			62.6
Interest and foreign exchange		41.2			24.4			47.8			41.2
Earnings before income taxes and earnings from unconsolidated affiliates		21.4			12.6			80.6			21.4
Income tax expense		(8.1	)		(1.8	)		(19.3	)		(8.1	)
Earnings before earnings from unconsolidated affiliates		13.3			10.8			61.3			13.3
Earnings from unconsolidated affiliates		6.2			6.0			5.5			6.2
Net earnings		19.5			16.8			66.8			19.5
Net (earnings) loss attributable to noncontrolling interest		(3.1	)		6.8
Net earnings attributable to noncontrolling interest								(2.2	)		(3.1	)
Net earnings attributable to Greenbrier	$	16.4		$	23.6		$	64.6		$	16.4
Diluted earnings per common share	$	0.49		$	0.70		$	1.99		$	0.49

The ~~53.1% increase~~11.5% decrease in ~~revenue~~Revenue for the six months ended February ~~28, 2023~~29, 2024 as compared to the six months ended February 28, ~~2022~~2023 was primarily due to a ~~60.2% increase~~12.6% decrease in Manufacturing ~~revenue.~~Revenue. The ~~increase~~decrease in Manufacturing ~~revenue~~Revenue was primarily attributed to a ~~44.4% increase~~10.3% decrease in railcar ~~deliveries.~~deliveries during the six months ended February 29, 2024.

The ~~50.5% increase~~16.1% decrease in ~~cost~~Cost of revenue for the six months ended February ~~28, 2023~~29, 2024 as compared to the six months ended February 28, ~~2022~~2023 was primarily due to a ~~57.4% increase~~16.5% decrease in Manufacturing ~~cost~~Cost of revenue. The ~~increase~~decrease in Manufacturing ~~cost~~Cost of revenue was primarily attributed to a ~~44.4% increase~~10.3% decrease in railcar deliveries ~~and higher material costs~~ during the six months ended February ~~28, 2023.~~29, 2024.

Margin as a percentage of revenue was ~~9.9%~~14.6% and ~~8.3%~~9.9% for the six months ended February 29, 2024 and February 28, 2023, ~~and 2022,~~ respectively. ~~The overall margin~~Margin as a percentage of revenue was positively impacted by an increase in Manufacturing ~~margin~~Margin from ~~5.1%~~6.8% to ~~6.8%~~11.0% primarily attributed to operating ~~at higher volumes~~efficiencies and favorable product mix during the six months ended February ~~28, 2023.~~29, 2024.

The ~~$7.2~~$48.2 million ~~decrease~~increase in ~~net~~Net earnings attributable to Greenbrier for the six months ended February ~~28, 2023~~29, 2024 as compared to the six months ended February 28, ~~2022~~2023 was primarily due to the following:

~~These were partially offset by an increase in Margin primarily due to higher railcar deliveries and syndication revenue for the six months ended February 28, 2023.~~

Our Manufacturing segment primarily generates revenue from manufacturing a wide range of freight railcars and from the conversion of existing or in-service railcars through our facilities in North America and Europe. ~~We also manufacture a broad range of ocean-going and river barges for transporting merchandise between ports within the United States.~~

Manufacturing ~~revenue increased $606.9~~Revenue decreased $203.4 million or ~~60.2%~~12.6% for the six months ended February ~~28, 2023~~29, 2024 compared to the six months ended February 28, ~~2022.~~2023. The ~~increase~~decrease in ~~revenue~~Revenue was primarily attributed to a ~~44.4% increase~~10.3% decrease in railcar ~~deliveries. The increase was also due to the additional revenue associated with an increase in material and other input costs~~deliveries during the six months ended February ~~28, 2023, as many of our customer contracts include price escalation provisions when certain of our manufacturing costs increase.~~29, 2024.

Manufacturing ~~cost~~Cost of revenue ~~increased $549.1~~decreased $248.6 million or ~~57.4%~~16.5% for the six months ended February ~~28, 2023~~29, 2024 compared to the six months ended February 28, ~~2022.~~2023. The ~~increase~~decrease in ~~cost~~Cost of revenue was primarily attributed to a ~~44.4% increase~~10.3% decrease in the volume of railcar deliveries and ~~higher material and other input costs~~operating efficiencies during the six months ended February ~~28, 2023.~~29, 2024.

Manufacturing ~~margin~~Margin as a percentage of revenue increased ~~1.7%~~4.2% for the six months ended February ~~28, 2023~~29, 2024 compared to the six months ended February 28, ~~2022.~~2023. The increase in margin percentage for the six months ended February ~~28, 2023~~29, 2024 was primarily attributed to operating ~~at higher production levels. This was partially offset by increased costs associated with component outsourcing to support~~efficiencies and favorable product mix during the ~~higher volume and mix of production.~~six months ended February 29, 2024.

Manufacturing ~~operating~~Operating profit increased ~~$29.1~~$69.9 million for the six months ended February ~~28, 2023~~29, 2024 compared to the six months ended February 28, ~~2022.~~2023. The increase in ~~operating~~Operating profit was primarily attributed to an increase in ~~railcar deliveries at improved margins. This increase was partially offset by~~Margin during the six months ended February 29, 2024 as well as a $24.2 million impairment ~~of long-lived assets at our Gunderson facility.~~loss during the six months ended February 28, 2023.

Our Maintenance Services segment primarily generates revenue from railcar component manufacturing and servicing and from providing railcar maintenance services.

Maintenance Services ~~revenue increased~~Revenue decreased $24.5 million or ~~15.4%~~13.4% for the six months ended February ~~28, 2023~~29, 2024 compared to the six months ended February 28, ~~2022.~~2023. The ~~increase~~decrease was primarily attributed to ~~favorable pricing and higher~~19.3% lower volumes in our wheels business due to ~~increased demand.~~mild winter weather despite higher average selling prices during the six months ended February 29, 2024.

Maintenance Services ~~cost~~Cost of revenue ~~increased $16.3~~decreased $28.4 million or ~~10.7%~~16.8% for the six months ended February ~~28, 2023~~29, 2024 compared to the six months ended February 28, ~~2022.~~2023. The ~~increase~~decrease was primarily due to ~~higher costs associated with~~ operating at ~~higher volumes.~~lower volumes during the six months ended February 29, 2024.

Maintenance Services ~~margin~~Margin as a percentage of revenue increased ~~4.0%~~3.6% for the six months ended February ~~28, 2023~~29, 2024 compared to the six months ended February 28, ~~2022.~~2023. The increase in margin percentage was primarily attributed to favorable pricing ~~and efficiencies~~ during the six months ended February ~~28, 2023. This was partially offset by a decrease in scrap metal pricing and volumes during the six months ended February 28, 2023.~~29, 2024.

Maintenance Services ~~operating~~Operating profit increased ~~$10.5~~$2.9 million for the six months ended February ~~28, 2023~~29, 2024 compared to the six months ended February 28, ~~2022.~~2023. The increase in ~~operating~~Operating profit was primarily attributed to favorable pricing ~~and efficiencies~~ during the six months ended February ~~28, 2023. This was partially offset by a decrease in scrap metal pricing and volumes during the six months ended February 28, 2023.~~29, 2024.

Leasing & Management Services ~~revenue~~Revenue increased ~~$23.6~~$10.9 million or ~~35.6%~~12.1% for the six months ended February ~~28, 2023~~29, 2024 compared to the six months ended February 28, ~~2022.~~2023. The increase was primarily attributed to higher lease rents due to ~~higher lease rates and~~ a larger fleet and ~~higher syndication revenue from an increase in~~improved lease rates during the ~~volume of new railcar sales with leases attached.~~six months ended February 29, 2024.

Leasing & Management Services ~~cost~~Cost of revenue increased ~~$5.7~~$2.8 million or ~~26.4%~~10.3% for the six months ended February ~~28, 2023~~29, 2024 compared to the six months ended February 28, ~~2022.~~2023. The increase was primarily due to higher costs from the larger ~~fleet.~~fleet during the six months ended February 29, 2024.

Leasing & Management Services ~~margin~~Margin as a percentage of revenue increased ~~2.2%~~0.5% for the six months ended February ~~28, 2023~~29, 2024 compared to the six months ended February 28, ~~2022.~~2023. The increase in margin percentage was primarily attributed to the higher ~~syndication activity.~~lease rents during the six months ended February 29, 2024.

Leasing & Management Services ~~operating~~Operating profit ~~decreased $8.5~~increased $3.2 million or ~~13.1%~~5.7% for the six months ended February ~~28, 2023~~29, 2024 compared to the six months ended February 28, ~~2022.~~2023. The ~~decrease~~increase was primarily attributed to ~~a reduction in net~~the larger fleet and improved lease rates during the six months ended February 29, 2024. This was partially offset by $4.8 million lower Net gain on disposition of equipment ~~for~~during the six months ended February ~~28, 2023.~~29, 2024.

Selling and administrative expense was ~~$112.4~~$119.9 million or ~~6.0%~~7.2% of ~~revenue~~Revenue for the six months ended February ~~28, 2023~~29, 2024 compared to ~~$99.0~~$112.4 million or ~~8.0%~~6.0% of ~~revenue~~Revenue for the prior comparable period. The ~~$13.4~~$7.5 million increase was primarily attributed to ~~higher~~an increase in employee related costs ~~revenue-based fees paid to our joint venture partner in Mexico and IT support costs.~~during the six months ended February 29, 2024.

Net gain on disposition of equipment was ~~$12.9 million and $33.6~~$4.8 million for the six months ended February ~~28, 2023 and 2022, respectively.~~29, 2024 compared to a gain of $12.9 million for the prior comparable period. The decrease in Net gain on disposition of equipment was primarily attributed to fewer sales of assets from our lease fleet during the six months ended February ~~28, 2023.~~29, 2024.

The six months ended February 28, 2023 included ~~an Impairment of Long-lived Assets of~~a $24.2 million ~~related to our change in the future use~~impairment of long-lived assets at our Gunderson facility. ~~For additional information, see Note 4 to the Condensed Consolidated Financial Statements.~~

The ~~$16.8~~$6.6 million increase in Interest and foreign exchange expense for the six months ended February ~~28, 2023~~29, 2024 compared to the six months ended February 28, ~~2022~~2023 was primarily attributed to an increase in interest expense from higher ~~levels of borrowings~~interest rates and ~~interest rates.~~borrowings.

For the six months ended February 29, 2024, we had Income tax expense of $19.3 million on pre-tax income of $80.6 million for an effective tax rate of 23.9%. The effective tax rate benefited from net favorable adjustments related to our foreign subsidiaries.

For the six months ended February 28, 2023, we had ~~income~~Income tax expense of $8.1 million on pre-tax income of $21.4 million for an effective tax rate of 37.8%. Tax expense was negatively impacted by the geographic mix of earnings as well as net unfavorable discrete items including changes in foreign currency exchange rates for our U.S. Dollar denominated foreign operations.

~~For~~The provision for income taxes during interim quarterly reporting periods is based on our estimates of the ~~six months ended February 28, 2022, we had income tax expense of $1.8 million on pre-tax income of $12.6 million for an~~ effective tax ~~rate of 14.3%. Tax expense included net favorable discrete items primarily related~~rates for the full fiscal year and may be positively or negatively impacted by adjustments that are required to ~~amendments to prior year tax returns.~~

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~~earnings before income taxes and earnings from unconsolidated affiliates, whereas only our 50% share of the tax is included in Income tax expense.

Earnings from unconsolidated affiliates ~~was~~were $5.5 million and $6.2 million for the six months ended February 29, 2024 and February 28, 2023, ~~compared~~respectively. The decrease was primarily related to a loss at a temporarily idle facility during the six months ended February 29, 2024.

Net earnings ~~from unconsolidated affiliates of $6.0~~attributable to noncontrolling interest was $2.2 million for the six months ended February ~~28, 2022. The increase was primarily related~~29, 2024 compared to ~~higher sales volumes, partially offset by lower profitability at our Brazil operations.~~

~~Net (earnings) loss attributable to noncontrolling interest was earnings of~~ $3.1 million for the six months ended February 28, ~~2023 compared to a loss of $6.8 million for the six months ended February 28, 2022.~~2023. Net ~~(earnings) loss~~earnings attributable to noncontrolling interest primarily represents our joint venture partner's share in the results of operations of our Mexican railcar manufacturing joint ventures, adjusted for intercompany sales, and our European partner’s share of the results of our European operations. ~~The increase of $9.9 million from the prior year is primarily a result of an increase in earnings due to higher volumes of railcar deliveries at our Mexican railcar manufacturing joint venture.~~

We have been financed through cash generated from operations and borrowings. At February ~~28, 2023~~29, 2024 Cash and cash equivalents and Restricted cash were ~~$399.6~~$272.0 million, aan decrease of ~~$159.5~~$30.7 million from ~~$559.1~~$302.7 million at August 31, ~~2022.~~2023.

The ~~change~~$150.8 million increase in cash ~~used in~~from operating activities for the six months ended February ~~28, 2023~~29, 2024 compared to the six months ended February 28, ~~2022~~2023 was primarily due to a ~~moderation~~$71.8 million net change in working capital ~~increases when compared to the prior year.~~and a $47.3 million increase in Net earnings.

Cash used in investing activities primarily related to capital expenditures net of proceeds from the sale of assets and investment activity with our unconsolidated affiliates. The ~~change~~$57.9 million increase in cash used in investing activities for the six months ended February ~~28, 2023~~29, 2024 compared to the six months ended February 28, ~~2022~~2023 was primarily attributable to a $36.2 million decrease in proceeds from sales of assets when compared to the six months ended February 28, 2023. Proceeds from the sale of assets primarily relate to fleet sales ~~that outpaced a decrease in capital expenditures~~ in our Leasing & Management Services segment.

Capital expenditures primarily relate to additions to our lease fleet and on-going investments into the safety and productivity of our facilities. Proceeds from the sale of assets primarily relate to sales of railcars from our lease fleet within Leasing & Management Services. Assets from our lease fleet are periodically sold in the normal course of business to accommodate customer demand and to manage risk and liquidity. Proceeds from sales of assets are expected to be approximately ~~$70~~$75 million for ~~2023.~~2024.

~~Capital~~Gross capital expenditures for ~~2023~~2024 are expected to be approximately ~~$290~~$280 million for Leasing & Management Services, approximately ~~$80~~$140 million for Manufacturing and approximately $15 million for Maintenance Services. Capital expenditures for ~~2023~~2024 primarily relate to additions to our lease fleet reflecting our ~~enhanced~~ leasing strategy and continued investments into the safety and productivity of our facilities.

The ~~change~~$56.0 million increase in cash ~~provided by~~flow from financing activities for the six months ended February ~~28, 2023~~29, 2024 compared to the six months ended February 28, ~~2022~~2023 was primarily attributed to ~~fewer~~$53.6 million higher proceeds from ~~debt,~~the issuance of notes payable, net of ~~repayments when compared to February 28, 2022.~~repayments. During the six months ended February ~~28, 2023~~29, 2024 we issued $178.5 million of asset backed securities and used proceeds to pay down $139.9 million of our GBX Leasing warehouse facility. We also drew ~~the remaining $75~~$89.2 million on the GBX Leasing warehouse facility to grow the fleet. In February 2024, we paid $47.7 million to retire our ~~term facility.~~2024 Convertible Notes.

A quarterly dividend of ~~$0.27~~$0.30 per share was declared on April ~~3, 2023.~~2, 2024.

The Board of Directors has authorized our company to repurchase shares of our common stock. The share repurchase program has an expiration date of January 31, 2025. ~~As of February 28, 2023, the amount remaining for repurchase was $85.9 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 ~~will be~~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 ~~three and~~six months ended February 29, 2024, we purchased a total of 38 thousand shares for $1.3 million. As of February 29, 2024, the amount remaining for repurchase under the share repurchase program was $45.1 million. During the six months ended February 28, 2023, we purchased a total of 575 thousand shares for $17.4 million. ~~There were no shares repurchased under the share repurchase program during the six months ended February 28, 2022.~~

As of February ~~28, 2023,~~29, 2024, we had ~~$379.9~~$252.0 million in Cash and cash equivalents and ~~$436.0~~$329.3 million in available borrowings. ~~Our current cash~~The available balance ~~is part of our strategy~~ to ~~maintain strong liquidity to respond to current uncertainties.~~draw under committed credit facilities includes $214.6 million on the North American credit facility, $43.7 million on the European credit facilities and $71.0 million on the Mexican credit facilities.

Senior secured credit facilities aggregated to ~~$1.1~~$1.4 billion as of February ~~28, 2023. We had an aggregate~~29, 2024 which consisted of ~~$436.0 million available to draw down under committed credit facilities as~~the following components:

GBX Leasing –As of February ~~28, 2023. This amount consists of $364.1~~29, 2024, a $550.0 million ~~available on the North American~~non-recourse warehouse credit facility ~~$36.9 million on~~existed to support the ~~European~~operations of GBX Leasing. Advances under this facility bear interest at SOFR plus 1.85% plus 0.11% as a SOFR adjustment. Interest rate swap agreements cover approximately 99% of the outstanding balance to swap the floating interest rate to a fixed rate. The warehouse credit ~~facilities~~facility converts to a term loan in August 2025 and ~~$35.0 million on the Mexican credit facilities.~~matures in August 2027.

North America – As of February ~~28, 2023,~~29, 2024, a $600.0 million revolving line of credit, maturing August 2026, secured by substantially all our U.S. assets not otherwise pledged as security for term loans or the warehouse credit facility, existed to provide working capital and interim financing of equipment, principally for our U.S. and Mexican operations. Advances under this North American credit facility bear interest at SOFR plus 1.75% plus 0.10% as a SOFR adjustment or Prime plus 0.75% depending on the type of borrowing. 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.

~~GBX Leasing~~ –As of February 28, 2023, a $350.0 million non-recourse warehouse credit facility existed to support the operations of GBX Leasing. Advances under this facility bear interest at SOFR plus 1.85% plus 0.11% as a SOFR adjustment. The warehouse credit facility converts to a term loan in August 2025 and matures in August 2027.

Europe – As of February ~~28, 2023,~~29, 2024, lines of credit totaling ~~$71.7~~$75.3 million secured by certain of our European assets, with variable rates that range from ~~Warsaw Interbank Offered Rate (WIBOR)~~WIBOR plus 1.2% to WIBOR plus 1.6% and ~~Euro Interbank Offered Rate (EURIBOR) plus 1.1% to~~ EURIBOR plus ~~1.5%~~1.9%, were available for working capital needs of our European manufacturing operations. The European lines of credit include ~~$35.0~~$32.5 million which ~~are~~is guaranteed by us. European credit facilities are regularly renewed. Currently, these European credit facilities have maturities that range from June ~~2023~~2024 through ~~September 2024.~~

Mexico – As of February ~~28, 2023,~~29, 2024, our Mexican railcar manufacturing operations had ~~three~~ lines of credit totaling ~~$120.0~~$196.0 million for working capital needs. The first line of credit provides up to $50.0 million and matures in October 2024. Advances under this facility bear interest at LIBOR plus 4.25%. The second line of credit provides up to $40.0 million,needs, $96.0 of which we and our joint venture partner have each guaranteed 50%. Advances under ~~this facility~~these facilities bear interest at variable rates that range from SOFR plus ~~2.55%. The Mexican railcar manufacturing joint venture will be able~~2.22% to draw amounts available under this facility through February 2025. The third line of credit provides up to $30.0 million, of which we and our joint venture partner have each guaranteed 50%. Advances under this facility bear interest at LIBORSOFR plus ~~3.75% to~~ 4.25%. The Mexican ~~railcar manufacturing joint venture will be able to draw amounts available under this facility~~credit facilities have maturities that range from June 2024 through ~~June 2024.~~

Outstanding commitments under the North American credit facility included letters of credit which totaled ~~$5.5~~$7.1 million and ~~$6.9~~$4.9 million as of February ~~28, 2023~~29, 2024 and August 31, ~~2022,~~2023, respectively.

The revolving and operating lines of credit, along with notes payable, contain covenants with respect to us and our various subsidiaries, the most restrictive of which, among other things, limit our ability to: incur additional indebtedness or guarantees; pay dividends or repurchase stock; enter into financing leases; create liens; sell assets; engage in transactions with affiliates, including joint ventures and non U.S. subsidiaries, including but not limited to loans, advances, equity investments and guarantees; enter into mergers, consolidations or sales of substantially all our assets; and enter into new lines of business. The covenants also require certain maximum ratios of debt to total capitalization and minimum levels of fixed charges (interest plus rent) coverage. As of February ~~28, 2023,~~29, 2024, 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.

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 ~~$468.4~~$608.6 million of variable rate debt to fixed rate debt as of February ~~28, 2023.~~29, 2024.

Given the strong credit standing of the counterparties, no provision has been made for credit loss due to counterparty non-performance.

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.

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.

The preparation of financial statements in conformity with ~~GAAP~~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. During the first quarter of fiscal 2023, a $24.2 million pre-tax impairment charge was recorded as Impairment of long-lived assets and is included within the Condensed Consolidated Statements of Operations. For further information, see Note 4 to the Condensed Consolidated Financial Statements.

Goodwill - ~~In accordance with Accounting Standards Codification (ASC) Topic 350,~~ ~~Intangibles–Goodwill and Other~~ ~~(ASC 350), the Company evaluates~~We evaluate goodwill for possible impairment annually or more frequently if events or changes in circumstances indicate that the carrying ~~amount~~amounts of ~~such assets may not be recoverable. The Company uses a two-step process to assess~~our reporting units exceed their fair value. We determine the ~~realizability~~fair value of ~~goodwill. The first step is a qualitative assessment that analyzes macroeconomic considerations and industry indicators, financial performance and cost estimates associated with a particular~~our reporting ~~unit. This assessment requires subjectivity~~units based on ~~cumulative information available at~~a weighting of income and market approaches. Under the ~~assessment date. If a qualitative assessment indicates it is more likely than not that~~income approach, we calculate the fair value of a reporting unit ~~is less than its carrying amount,~~based on the ~~Company will proceed to~~present value of estimated future cash flows which incorporates forecasted revenues, long-term growth rate, gross margin percentages,

operating expenses, and the ~~quantitative second step where~~use of discount rates. Under the market approach, we estimate the fair value ~~of a reporting unit is calculated~~ based on ~~weighted income and market-based approaches.~~

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 performed a quantitative assessment for our annual goodwill impairment test during the third quarter of ~~2022~~2023. Based on the results of our assessment, the estimated fair values of all reporting units with goodwill increased from our prior quantitative assessment, and exceeded their carrying values; therefore, we concluded that goodwill ~~for all reporting units~~ was not impaired.

As of February 28, 2023, our goodwill balance was $128.3 million of which $85.3 million related to our Manufacturing segment and $43.0 million related to our Maintenance Services segment. Our Manufacturing segment includes the North America Manufacturing reporting unit with a goodwill balance of $56.6 million; and the Europe Manufacturing reporting unit with a goodwill balance of $28.7 million.

Pursuant to the authoritative guidance, we make certain estimates and assumptions to determine our reporting units and whether the fair value for each reporting unit is greater than its ~~carry~~carrying value. The above highlighted judgments contemplated estimates and effects of macroeconomic trends that are inherently uncertain. Changes in these estimates, which may include the effects of inflation and policy reactions thereto, ~~continued~~ increases in pricing of materials and components, changes in demand, or potential macroeconomic events may cause future assessment conclusions to differ.

As of February 29, 2024, our goodwill balance was $128.0 million, of which $85.4 million related to our Manufacturing segment and $42.6 million related to our Maintenance Services segment. Our Manufacturing segment includes the North America Manufacturing reporting unit with a goodwill balance of $56.3 million and the Europe Manufacturing reporting unit with a goodwill balance of $29.1 million.

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 ~~liabilities for~~a tax benefit from uncertain tax positions ~~based on whether evidence indicates that~~in the financial statements only when it is more likely than not ~~that~~ the position will be sustained ~~on audit.~~upon examination by relevant tax authorities.

ItOur annual tax rate is ~~inherently difficult~~based on our income, statutory tax rates, and subjective to estimate whether a valuation allowance or uncertain tax position is necessary. In making this assessment, management may analyze future taxable income, reversing temporary differences and/or ongoing tax planning ~~strategies. Should~~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 ~~change in circumstances lead~~particular jurisdiction. In addition to ~~a change in judgment about~~local country tax laws and regulations, our income tax rate depends on the ~~realizability of~~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 ~~in future years,~~and tax positions quarterly and adjust the Company would adjust related valuation allowances in the period that the change in circumstances occurs, along with a corresponding increase or charge to income. Changes in tax law or court interpretations may result in the recognition of a tax benefit or an additional charge to the tax provision.

~~Warranty accruals~~ ~~- Warranty costs to cover a defined warranty period are estimated and charged to operations. The estimated warranty cost is based on historical warranty claims for each particular product type. For~~balances as new ~~product types without a warranty history, preliminary estimates are based on historical~~ information ~~for similar product types.~~

These estimates are inherently uncertain as they are based on historical data for existing products and judgment for new products. If warranty claims are made in the current period for issues that have not historically been the subject of warranty claims and were not taken into consideration in establishing the accrual or if claims for issues already considered in establishing the accrual exceed expectations, warranty expense may exceed the accrual for that particular product. Conversely, there is the possibility that claims may be lower than estimates. The warranty accrual is periodically reviewed and updated based on warranty trends. However, as we cannot predict future claims, the potential exists for the difference in any one reporting period to be material. For further information regarding our warranty accrual, see Note 8 to the Condensed Consolidated Financial Statements.

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 understated or overstated. 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 1514 to the Condensed Consolidated Financial Statements.

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 currency forward exchange contracts to protect revenue or margin on a portion of forecasted foreign currency sales and expenses. At February ~~28, 2023~~29, 2024 exchange rates, notional amounts of forward exchange contracts for the purchase of Polish Zlotys and the sale of Euros; and the purchase of Mexican Pesos and the sale of U.S. Dollars aggregated to ~~$89.1~~$110.9 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 ofthat 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 February ~~28, 2023,~~29, 2024, net assets of foreign subsidiaries aggregated ~~$156.6~~to $153.6 million and a 10% strengthening of the U.S. Dollar relative to the foreign currencies would result in a decrease in equity of ~~$15.7~~$15.4 million, or 1.2% of Total equity - Greenbrier. This calculation assumes that each exchange rate would change in the same direction relative to the U.S. Dollar.

We have managed a portion of our variable rate debt with interest rate swap agreements, effectively converting ~~$468.4~~$608.6 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 February ~~28, 2023, 74%~~29, 2024, 84% of our outstanding debt had fixed rates and ~~26%~~16% had variable rates. At February ~~28, 2023,~~29, 2024, a uniform increase by 10% ~~increase~~ in variable interest rates would result in approximately ~~$2.6~~$1.4 million of additional annual interest expense.

Our management has evaluated, under the supervision and with the participation of our Principal Executive Officer and Principal Financial ~~and Accounting~~ Officer, the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Act of 1934, as amended (the Exchange Act) as of the end of the period covered by this ~~report pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (the Exchange Act).~~report. Based on that evaluation, our Principal Executive Officer and Principal Financial ~~and Accounting~~ Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were not effective as of such date due to athe material weakness in internal control over financial reporting that was disclosed in our Annual Report on Form 10-K for the fiscal year ended August 31, ~~2022.~~2023.

The Company’s management, under the oversight of ~~senior~~the Audit Committee, is designing and implementing corrective actions to remediate the control deficiencies contributing to the material weakness. These remediation actions are ongoing and include:

As we continue to evaluate and enhance our ~~Audit Committee,~~internal control over financial reporting, we ~~have identified controls and implementation of our remediation plan is underway~~may determine that additional measures to address the material ~~weakness mentioned above. The material weakness will not~~weaknesses or adjustments to the remediation plan may be ~~considered remediated until~~required. Once controls are designed and implemented, the ~~applicable~~ controls ~~operate~~must be operating effectively for a sufficient period of time and be tested by management ~~has concluded, through testing, that these controls are operating effectively. We expect~~in order to consider them remediated and conclude that the ~~remediation~~design is effective to address the risks of ~~this~~ material ~~weakness will be completed prior to the end of fiscal 2023.~~misstatement.

Except for the changes in connection with our implementation of the remediation plans above, there have been no changes in our internal control over financial reporting during the quarter ended February ~~28, 2023~~29, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

There is hereby incorporated by reference the information disclosed in Note 1514 to the Condensed Consolidated Financial Statements, Part I of this Quarterly Report on Form 10-Q.

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, ~~2022 and our subsequent Quarterly Report on Form 10-Q.~~2023. 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, ~~2022 and our subsequent Quarterly Report on Form 10-Q.~~2023.

The Board of Directors has authorized the Company to repurchase shares of the Company’s common stock. ~~On January 5, 2023, the~~The share repurchase program has an expiration date of ~~this share repurchase program was extended to~~ January 31, 2025. ~~Share~~The amount remaining for purchase was $45.1 million as of February 29, 2024. There were no share repurchases under this program during the three months ended February ~~28, 2023 were~~29, 2024.

No other officers or directors, as defined in Rule 16a-1(f), adopted and/or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K, during the three months ended February 29, 2024.

On April 2, 2024, Ms. Tekorius confirmed to the Board that Mr. Downes would cease serving as Senior Vice President, Chief Financial Officer (principal financial officer) on April 8, 2024. In connection therewith, Mr. Downes provided a release to the Company and will receive continued base salary and benefits for 12 months and continued eligibility for an annual bonus for 2024. On April 2, 2024, the Company entered into a Transition and Consulting Agreement with Mr. Downes (the “Consulting Agreement”). The Consulting Agreement provides that Mr. Downes will serve as a strategic adviser to our Chief Executive Officer through March 31, 2025. In exchange for such services, Mr. Downes will continue to vest in his outstanding equity awards through the term of the Consulting Agreement. The foregoing description does not purport to be complete and is qualified in entirety by reference to the full text of the Consulting Agreement, which will be filed as an exhibit to the Company’s Form 10-Q for the quarter ended May 31, 2024. Also on April 2, 2024, the Board designated the Company’s Chief Executive Officer and President, Lorie L. Tekorius, as the Company’s principal financial officer, effective April 8, 2024. Ms. Tekorius will serve as principal financial officer until a successor is appointed by the Board.

On April 2, 2024, the Board of Directors (the “Board”) of the Company approved and adopted the amendment and restatement of the Bylaws of the Company (as so amended and restated, the “Bylaws”). The Bylaws revise the requirements for committees of the Board: (i) to permit the Board to establish committees consisting of one or more members of the Board, instead of requiring committees of two or more members of the Board, providing the Board with flexibility in creating committees consistent with current Oregon law, and (ii) to remove from the Bylaws the prescriptive requirements regarding the membership and duties of the audit committee, compensation committee and nominating and corporate governance committee of the Board, as such requirements are provided for in the charters for each such committee, which are publicly available on the Company’s investor relations website. The revisions also include certain technical, conforming, modernizing, or clarifying changes to the Bylaws.

The foregoing description of the changes contained in the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached hereto as Exhibit 3.1 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.

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.


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)	(Zip Code)


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


		Page
	Forward-Looking Statements	3
PART I.	FINANCIAL INFORMATION	54
Item 1.	Condensed Consolidated Financial Statements	54
	Condensed Consolidated Balance Sheets	54
	Condensed Consolidated Statements of Income	65
	Condensed Consolidated Statements of Comprehensive Income	76
	Condensed Consolidated Statements of Equity	87
	Condensed Consolidated Statements of Cash Flows	98
	Notes to Condensed Consolidated Financial Statements	109
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2523
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4542
Item 4.	Controls and Procedures	4542
PART II.	OTHER INFORMATION	4643
Item 1.	Legal Proceedings	4643
Item 1A.	Risk Factors	4643
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4643
Item 5.	Other Information	43
Item 6.	Exhibits	4744
	Signatures	4845


(in millions)	February 28, 2023		February 29, 2024
Revenue type:
Manufacturing – Railcar sales	$	2,321.9	$	2,725.8
Manufacturing – Marine	$	43.2
Manufacturing – Sustainable conversions	$	103.8	$	52.6
Management services	$	130.1	$	133.4
Other	$	11.5	$	13.0


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


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


(in millions)	Balance sheet classification	February 28, 2023		August 31, 2022		$ change			Balance sheet classification	February 29, 2024		August 31, 2023		$ change
Contract assets	Accounts receivable, net	$	2.4	$	13.0	$	(10.6	)	Accounts Receivable	$	0.7	$	0.1	$	0.6
Contract assets	Inventories	$	8.2	$	6.0	$	2.2		Inventories	$	10.3	$	7.0	$	3.3
Contract liabilities 1	Deferred revenue	$	65.7	$	30.5	$	35.2
Contract liabilities (1)									Deferred revenue	$	77.7	$	43.3	$	34.4


(in millions)	Six months ended February 28, 2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	6.7
ROU assets obtained in exchange for new operating lease liabilities	$	1.1


	Three Months Ended February 28,						Increase			%			Three Months Ended
(in millions)	2023			2022			(Decrease)			Change			February 29, 2024			February 28, 2023			Increase (Decrease)			% Change
Revenue	$	1,122.0		$	682.8		$	439.2			64.3	%	$	862.7		$	1,122.0		$	(259.3	)		(23.1	%)
Cost of revenue	$	1,005.2		$	628.0		$	377.2			60.1	%	$	740.5		$	1,005.2		$	(264.7	)		(26.3	%)
Margin (%)		10.4	%		8.0	%		2.4	%	*				14.2	%		10.4	%		3.8	%	*
Net earnings attributable to Greenbrier	$	33.1		$	12.8		$	20.3			158.6	%	$	33.4		$	33.1		$	0.3			0.9	%


(in millions, except shares which are reflected in thousands, and per share amounts)	Total Number of Shares Purchased		Average Price Paid per Share (Including Commissions)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
December 1, 2022 - December 31, 2022		75	$	34.35		75	$	97.4
January 1, 2023 - January 31, 2023		287	$	29.27		287	$	92.4
February 1, 2023 - February 28, 2023		213	$	30.32		213	$	85.9


~~10.43~~3.1		~~Amendment to Fourth~~ Amended and Restated ~~Credit Agreement~~Bylaws of the Registrant dated ~~as of September 26, 2018, among~~April 2, 2024.

10.1*		Amended and Restated The Greenbrier Companies, Inc.~~, an Oregon corporation, the Lenders from time to time party thereto~~ Employee Stock Purchase Plan, as amended and ~~Bank of America, N.A., as Administrative Agent~~restated effective January 5, 2024.

31.1		Certification pursuant to Rule 13a – 14 (a).

31.2		Certification pursuant to Rule 13a – 14 (a).

32.1		Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		Inline XBRL Instance Document.

101.SCH		Inline XBRL Taxonomy Extension Schema ~~Document.~~

~~101.CAL~~		~~Inline XBRL Taxonomy Extension Calculation~~With Embedded Linkbase ~~Document.~~

~~101.DEF~~		~~Inline XBRL Taxonomy Extension Definition Linkbase Document.~~

~~101.LAB~~		~~Inline XBRL Taxonomy Extension Label Linkbase Document.~~

~~101.PRE~~		~~Inline XBRL Taxonomy Extension Presentation Linkbase Document.~~Documents.

104		Cover Page Interactive Data File (Formatted as inline XBRL and contained in Exhibit 101).


		THE GREENBRIER COMPANIES, INC.

Date:	April ~~10, 2023~~5, 2024	By:	/s/ Adrian J. Downes
			Adrian J. Downes
			Senior Vice President and Chief Financial Officer
			(Principal Financial ~~Officer and Principal Accounting~~ Officer)

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