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 1, 2020~~March 31, 2021 was ~~32,667,665~~32,825,126 shares.

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations of future events and include any statement that does not relate to any historical or current fact. We use words such as “anticipates,” “believes,” “forecast,” “potential,” ~~“contemplates,”~~ “expects,” “intends,” “plans,~~” “projects,~~” “seeks,” “estimates,” “could,” “would,” “should,” “likely,” “will,” “may,” “can,” “future,” “preliminary” and similar expressions to identify forward-looking statements. In addition, any statements that refer to the costs or revenue related to the completion of contracts, timing of recognition of revenue, the estimated and anticipated impact of the ARI acquisition (including working capital true up, and purchase price allocation, among other factors), estimated warranty costs, contingencies, fair value estimates, and any statements that explicitly or implicitly draw trends in our performance or the markets in which we operate, uncertain events or assumptions, and other characterizations of future events or circumstances are forward-looking statements. Forward-looking statements are not guarantees of future performance.

Forward-looking statements are based on currently available operating, financial and market information and are subject to various risks and uncertainties. Actual future results and trends may differ materially depending on a variety of factors, including, but not limited to:

The foregoing risks are described in more detail in ~~Part II Item 1A “Risk Factors” of this Quarterly Report on Form 10-Q and~~ Part I Item 1A “Risk Factors” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q which are incorporated herein by reference. 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 31^st unless otherwise noted.

	February 29, 2020			August 31, 2019			February 28, 2021			August 31, 2020
Assets
Cash and cash equivalents	$	169,899		$	329,684		$	593,499		$	833,745
Restricted cash		8,569			8,803			8,614			8,342
Accounts receivable, net		326,229			373,383			236,171			230,488
Income tax receivable								62,103			9,109
Inventories		709,115			664,693			522,984			529,529
Leased railcars for syndication		255,073			182,269			109,287			107,671
Equipment on operating leases, net		385,974			366,688			445,451			350,442
Property, plant and equipment, net		723,326			717,973			687,468			711,524
Investment in unconsolidated affiliates		79,082			91,818			70,820			72,354
Intangibles and other assets, net		160,709			125,379			190,283			190,322
Goodwill		129,684			129,947			132,685			130,308
	$	2,947,660		$	2,990,637		$	3,059,365		$	3,173,834
Liabilities and Equity
Revolving notes	$	37,196		$	27,115		$	275,839		$	351,526
Accounts payable and accrued liabilities		499,898			568,360			448,571			463,880
Deferred income taxes		9,173			13,946			24,798			7,701
Deferred revenue		70,869			85,070			42,572			42,467
Notes payable, net		811,860			822,885			793,189			804,088

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

Contingently redeemable noncontrolling interest		30,782			31,564			30,037			31,117

Equity:
Greenbrier
Preferred stock - without par value; 25,000 shares authorized; NaN outstanding		—			—			—			—
Common stock - without par value; 50,000 shares authorized; 32,642 and 32,488 shares outstanding at February 29, 2020 and August 31, 2019		—			—
Common stock - without par value; 50,000 shares authorized; 32,825 and 32,701 shares outstanding at February 28, 2021 and August 31, 2020								—			—
Additional paid-in capital		458,908			453,943			466,994			460,400
Retained earnings		875,885			867,602			848,192			885,460
Accumulated other comprehensive loss		(48,321	)		(44,815	)		(46,684	)		(52,817	)
Total equity – Greenbrier		1,286,472			1,276,730			1,268,502			1,293,043
Noncontrolling interest		201,410			164,967			175,857			180,012
Total equity		1,487,882			1,441,697			1,444,359			1,473,055
	$	2,947,660		$	2,990,637		$	3,059,365		$	3,173,834

	Three Months						Six Months						Three Months Ended						Six Months Ended
	February 29, 2020			February 28, 2019			February 29, 2020			February 28, 2019			February 28, 2021			February 29, 2020			February 28, 2021			February 29, 2020
Revenue
Manufacturing	$	489,943		$	476,019		$	1,147,310		$	947,808		$	202,094		$	489,943		$	510,816		$	1,147,310
Wheels, Repair & Parts		91,225			125,278			177,833			233,821			71,623			91,225			137,179			177,833
Leasing & Services		42,680			57,374			68,064			81,565			21,905			42,680			50,616			68,064
		623,848			658,671			1,393,207			1,263,194			295,622			623,848			698,611			1,393,207
Cost of revenue
Manufacturing		422,309			442,996			1,004,221			860,801			201,771			422,309			482,661			1,004,221
Wheels, Repair & Parts		84,373			118,455			166,265			219,433			66,667			84,373			129,651			166,265
Leasing & Services		30,830			43,376			44,196			56,583			9,513			30,830			27,957			44,196
		537,512			604,827			1,214,682			1,136,817			277,951			537,512			640,269			1,214,682
Margin		86,336			53,844			178,525			126,377			17,671			86,336			58,342			178,525
Selling and administrative expense		54,597			47,892			108,961			98,324			43,425			54,597			87,132			108,961
Net gain on disposition of equipment		(6,697	)		(12,102	)		(10,656	)		(26,455	)		(27	)		(6,697	)		(949	)		(10,656	)
Earnings from operations		38,436			18,054			80,220			54,508
Earnings (loss) from operations														(25,727	)		38,436			(27,841	)		80,220
Other costs
Interest and foreign exchange		12,609			9,237			25,461			13,641			9,568			12,609			20,671			25,461
Earnings before income taxes and earnings (loss) from unconsolidated affiliates		25,827			8,817			54,759			40,867
Income tax expense		(7,463	)		(2,248	)		(13,457	)		(11,383	)
Earnings before earnings (loss) from unconsolidated affiliates		18,364			6,569			41,302			29,484
Earnings (loss) before income tax and earnings (loss) from unconsolidated affiliates														(35,295	)		25,827			(48,512	)		54,759
Income tax benefit (expense)														21,752			(7,463	)		29,084			(13,457	)
Earnings (loss) before earnings (loss) from unconsolidated affiliates														(13,543	)		18,364			(19,428	)		41,302
Earnings (loss) from unconsolidated affiliates		1,651			(786	)		2,724			(319	)		(378	)		1,651			(1,122	)		2,724
Net earnings		20,015			5,783			44,026			29,165
Net earnings attributable to noncontrolling interest		(6,386	)		(3,018	)		(22,728	)		(8,444	)
Net earnings attributable to Greenbrier	$	13,629		$	2,765		$	21,298		$	20,721
Basic earnings per common share	$	0.42		$	0.08		$	0.65		$	0.63
Diluted earnings per common share	$	0.41		$	0.08		$	0.64		$	0.63
Net earnings (loss)														(13,921	)		20,015			(20,550	)		44,026
Net (earnings) loss attributable to noncontrolling interest														4,856			(6,386	)		1,513			(22,728	)
Net earnings (loss) attributable to Greenbrier													$	(9,065	)	$	13,629		$	(19,037	)	$	21,298
Basic earnings (loss) per common share													$	(0.28	)	$	0.42		$	(0.58	)	$	0.65
Diluted earnings (loss) per common share													$	(0.28	)	$	0.41		$	(0.58	)	$	0.64
Weighted average common shares:
Basic		32,661			32,628			32,645			32,634			32,810			32,661			32,766			32,645
Diluted		33,482			33,206			33,382			33,149			32,810			33,482			32,766			33,382
Dividends declared per common share	$	0.27		$	0.25		$	0.52		$	0.50

Three Months

Six Months

February 29,
2020

February 28,
2019

February 29,
2020

February 28,
2019

Net earnings

$
20,015

$
5,783

$
44,026

$
29,165

Other comprehensive income (loss)

Translation adjustment

(703
)

1,745

(2,286
)

(2,186
)
Reclassification of derivative financial
   instruments recognized in net earnings ¹

168

701

477

1,170

Unrealized loss on derivative financial
   instruments ²

(3,638
)

(1,035
)

(1,484
)

(3,337
)
Other (net of tax effect)

242

306

(221
)

76

(3,931
)

1,717

(3,514
)

(4,277
)
Comprehensive income

16,084

7,500

40,512

24,888

Comprehensive income attributable to noncontrolling
   interest

(6,384
)

(3,012
)

(22,720
)

(8,423
)
Comprehensive income attributable to Greenbrier

$
9,700

$
4,488

$
17,792

$
16,465

	Three Months Ended						Six Months Ended
	February 28, 2021			February 29, 2020			February 28, 2021			February 29, 2020
Net earnings (loss)	$	(13,921	)	$	20,015		$	(20,550	)	$	44,026

Other comprehensive income (loss)
Translation adjustment		597			(703	)		4,464			(2,286	)
Reclassification of derivative financial instruments recognized in net earnings (loss) ¹		1,274			168			2,515			477
Unrealized loss on derivative financial instruments ²		(142	)		(3,638	)		(895	)		(1,484	)
Other (net of tax effect)		52			242			53			(221	)
		1,781			(3,931	)		6,137			(3,514	)
Comprehensive income (loss)		(12,140	)		16,084			(14,413	)		40,512
Comprehensive (income) loss attributable to noncontrolling interest		4,849			(6,384	)		1,509			(22,720	)
Comprehensive income (loss) attributable to Greenbrier	$	(7,291	)	$	9,700		$	(12,904	)	$	17,792

	Attributable to Greenbrier
	Common Stock Shares		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total Equity - Greenbrier			Noncontrolling Interest			Total Equity			Contingently Redeemable Noncontrolling Interest
Balance August 31, 2020		32,701	$	460,400		$	885,460		$	(52,817	)	$	1,293,043		$	180,012		$	1,473,055		$	31,117
Cumulative effect adjustment due to adoption of ASU 2016-13 (see Note 1)		—		—			(509	)		—			(509	)		—			(509	)		—
Net loss		—		—			(19,037	)		—			(19,037	)		(433	)		(19,470	)		(1,080	)
Other comprehensive income, net		—		—			—			6,133			6,133			4			6,137			—
Noncontrolling interest adjustments		—		—			—			—			—			(1,285	)		(1,285	)		—
Joint venture partner distribution declared		—		—			—			—			—			(2,441	)		(2,441	)		—
Restricted stock awards (net of cancellations)		124		15,497			—			—			15,497			—			15,497			—
Unamortized restricted stock		—		(17,854	)		—			—			(17,854	)		—			(17,854	)		—
Restricted stock amortization		—		8,951			—			—			8,951			—			8,951			—
Cash dividends ($0.54 per share)		—		—			(17,722	)		—			(17,722	)		—			(17,722	)		—
Balance February 28, 2021		32,825	$	466,994		$	848,192		$	(46,684	)	$	1,268,502		$	175,857		$	1,444,359		$	30,037

	Attributable to Greenbrier
	Common Stock Shares		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total Equity - Greenbrier			Noncontrolling Interest			Total Equity			Contingently Redeemable Noncontrolling Interest
Balance November 30, 2020		32,824	$	462,498		$	866,367		$	(48,458	)	$	1,280,407		$	180,455		$	1,460,862		$	30,711
Net loss		—		—			(9,065	)		—			(9,065	)		(4,182	)		(13,247	)		(674	)
Other comprehensive income, net		—		—			—			1,774			1,774			7			1,781			—
Noncontrolling interest adjustments		—		—			—			—			—			(14	)		(14	)		—
Joint venture partner distribution declared		—		—			—			—			—			(409	)		(409	)		—
Noncontrolling interest acquired		—		—			—			—			—			—			—			—
Restricted stock awards (net of cancellations)		1		1,301			—			—			1,301			—			1,301			—
Unamortized restricted stock		—		(1,321	)		—			—			(1,321	)		—			(1,321	)		—
Restricted stock amortization		—		4,516			—			—			4,516			—			4,516			—
Cash dividends ($0.27 per share)		—		—			(9,110	)		—			(9,110	)		—			(9,110	)		—
Balance February 28, 2021		32,825	$	466,994		$	848,192		$	(46,684	)	$	1,268,502		$	175,857		$	1,444,359		$	30,037

	Attributable to Greenbrier
	Common Stock Shares		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total Equity - Greenbrier			Noncontrolling Interest			Total Equity			Contingently Redeemable Noncontrolling Interest
Balance August 31, 2019		32,488	$	453,943		$	867,602		$	(44,815	)	$	1,276,730		$	164,967		$	1,441,697		$	31,564
Cumulative effect adjustment due to adoption of ASU 2016-02 (See Note 1)		—		—			4,393			—			4,393			—			4,393			—
Net earnings		—		—			21,298			—			21,298			23,510			44,808			(782	)
Other comprehensive loss, net		—		—			—			(3,506	)		(3,506	)		(8	)		(3,514	)		—
Noncontrolling interest adjustments		—		—			—			—			—			9,038			9,038			—
Joint venture partner distribution declared		—		—			—			—			—			(8,172	)		(8,172	)		—
Noncontrolling interest acquired		—		—			—			—			—			12,075			12,075			—
Restricted stock awards (net of cancellations)		154		11,114			—			—			11,114			—			11,114			—
Unamortized restricted stock		—		(13,008	)		—			—			(13,008	)		—			(13,008	)		—
Restricted stock amortization		—		6,859			—			—			6,859			—			6,859			—
Cash dividends ($0.52 per share)		—		—			(17,408	)		—			(17,408	)		—			(17,408	)		—
Balance February 29, 2020		32,642	$	458,908		$	875,885		$	(48,321	)	$	1,286,472		$	201,410		$	1,487,882		$	30,782

Attributable to Greenbrier

Common
Stock
Shares

Additional
Paid-in
Capital

Retained
Earnings

Accumulated
Other
Comprehensive
Loss

Total
Equity -
Greenbrier

Noncontrolling
Interest

Total
Equity

Contingently
Redeemable
Noncontrolling
Interest

Balance November 30, 2019

32,596

$
454,900

$
871,300

$
(44,392
)
$
1,281,808

$
191,050

$
1,472,858

$
31,723

Net earnings

—

—

13,629

—

13,629

7,327

20,956

(941
)
Other comprehensive loss, net

—

—

—

(3,929
)

(3,929
)

(2
)

(3,931
)

—

Noncontrolling interest
   adjustments

—

—

—

—

—

7,302

7,302

—

Joint venture partner
   distribution declared

—

—

—

—

—

(4,267
)

(4,267
)

—

Restricted stock awards (net of
   cancellations)

46

1,642

—

—

1,642

—

1,642

—

Unamortized restricted stock

—

(1,667
)

—

—

(1,667
)

—

(1,667
)

—

Restricted stock amortization

—

4,033

—

—

4,033

—

4,033

—

Cash dividends ($0.27 per
   share)

—

—

(9,044
)

—

(9,044
)

—

(9,044
)

—

Balance February 29, 2020

32,642

$
458,908

$
875,885

$
(48,321
)
$
1,286,472

$
201,410

$
1,487,882

$
30,782

Attributable to Greenbrier

Common
Stock
Shares

Additional
Paid-in
Capital

Retained
Earnings

Accumulated
Other
Comprehensive
Loss

Total
Equity -
Greenbrier

Noncontrolling
Interest

Total
Equity

Contingently
Redeemable
Noncontrolling
Interest

Balance August 31, 2018

32,191

$
442,569

$
830,898

$
(23,366
)
$
1,250,101

$
134,114

$
1,384,215

$
29,768

Cumulative effect adjustment
   due to adoption of ASU
   2014-09

—

—

5,461

—

5,461

—

5,461

Net earnings

—

—

20,721

—

20,721

12,575

33,296

(4,131
)
Other comprehensive loss, net

—

—

(4,256
)

(4,256
)

(21
)

(4,277
)

—

Noncontrolling interest
   adjustments

—

—

—

—

—

5,306

5,306

—

Joint venture partner
   distribution declared

—

—

—

—

—

(8,430
)

(8,430
)

—

Noncontrolling interest
acquired

—

—

—

—

—

1,915

1,915

—

Restricted stock awards (net of
   cancellations)

188

12,683

—

—

12,683

—

12,683

—

Unamortized restricted stock

—

(17,445
)

—

—

(17,445
)

—

(17,445
)

—

Restricted stock amortization

—

7,155

—

—

7,155

—

7,155

—

Cash dividends ($0.50 per
   share)

—

—

(16,602
)

—

(16,602
)

—

(16,602
)

—

Balance February 28, 2019

32,379

$
444,962

$
840,478

$
(27,622
)
$
1,257,818

$
145,459

$
1,403,277

$
25,637

	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, 2018		32,350	$	440,958		$	846,018		$	(29,345	)	$	1,257,631		$	141,590		$	1,399,221		$	28,449
Balance November 30, 2019																									32,596	$	454,900		$	871,300		$	(44,392	)	$	1,281,808		$	191,050		$	1,472,858		$	31,723
Net earnings		—		—			2,765						2,765			5,830			8,595			(2,812	)		—		—			13,629			—			13,629			7,327			20,956			(941	)
Other comprehensive loss, net		—		—			—			1,723			1,723			(6	)		1,717			—			—		—			—			(3,929	)		(3,929	)		(2	)		(3,931	)		—
Noncontrolling interest adjustments		—		—			—			—			—			1,387			1,387			—			—		—			—			—			—			7,302			7,302			—
Joint venture partner distribution declared		—		—			—			—			—			(5,257	)		(5,257	)		—			—		—			—			—			—			(4,267	)		(4,267	)		—
Noncontrolling interest acquired		—		—			—			—			—			1,915			1,915			—
Restricted stock awards (net of cancellations)		29		1,267			—			—			1,267			—			1,267			—			46		1,642			—			—			1,642			—			1,642			—
Unamortized restricted stock		—		(1,282	)		—			—			(1,282	)		—			(1,282	)		—			—		(1,667	)		—			—			(1,667	)		—			(1,667	)		—
Restricted stock amortization		—		4,019			—			—			4,019			—			4,019			—			—		4,033			—			—			4,033			—			4,033			—
Cash dividends ($0.25 per share)		—		—			(8,305	)		—			(8,305	)		—			(8,305	)		—
Balance February 28, 2019		32,379	$	444,962		$	840,478		$	(27,622	)	$	1,257,818		$	145,459		$	1,403,277		$	25,637
Cash dividends ($0.27 per share)																									—		—			(9,044	)		—			(9,044	)		—			(9,044	)		—
Balance February 29, 2020																									32,642	$	458,908		$	875,885		$	(48,321	)	$	1,286,472		$	201,410		$	1,487,882		$	30,782

	Six Months						Six Months Ended
	February 29, 2020			February 28, 2019			February 28, 2021			February 29, 2020
Cash flows from operating activities
Net earnings	$	44,026		$	29,165
Adjustments to reconcile net earnings to net cash used in operating activities:
Net earnings (loss)							$	(20,550	)	$	44,026
Adjustments to reconcile net earnings (loss) to net cash used in operating activities:
Deferred income taxes		(6,714	)		(3,405	)		16,969			(6,714	)
Depreciation and amortization		59,338			40,815			50,868			59,338
Net gain on disposition of equipment		(10,656	)		(26,455	)		(949	)		(10,656	)
Accretion of debt discount		2,718			2,165			2,857			2,718
Stock based compensation expense		7,237			7,311			8,951			7,237
Noncontrolling interest adjustments		9,038			5,306			(1,285	)		9,038
Other		(39	)		1,809			1,135			(39	)
Decrease (increase) in assets:
Accounts receivable, net		46,109			23,298			(10,735	)		47,282
Income tax receivable								(52,994	)		(1,173	)
Inventories		(55,158	)		(154,388	)		(35,005	)		(55,158	)
Leased railcars for syndication		(123,033	)		(76,386	)		(37,988	)		(123,033	)
Other		(39,433	)		(11,274	)
Other assets								(2,895	)		(39,433	)
Increase (decrease) in liabilities:
Accounts payable and accrued liabilities		(67,988	)		28,458			(13,257	)		(67,988	)
Deferred revenue		1,381			(13,041	)		104			1,381
Net cash used in operating activities		(133,174	)		(146,622	)		(94,774	)		(133,174	)
Cash flows from investing activities
Proceeds from sales of assets		41,827			63,879			11,336			41,827
Capital expenditures		(40,834	)		(98,176	)		(50,353	)		(40,834	)
Investment in and advances to unconsolidated affiliates		(1,500	)		(11,393	)
Investments in and advances to / repayments from unconsolidated affiliates								4,523			(1,500	)
Cash distribution from unconsolidated affiliates and other		11,273			1,986			488			11,273
Net cash provided by (used in) investing activities		10,766			(43,704	)		(34,006	)		10,766
Cash flows from financing activities
Net change in revolving notes with maturities of 90 days or less		10,246			(6,007	)		98,442			10,246
Proceeds from issuance of notes payable		—			225,000
Proceeds from revolving notes with maturities longer than 90 days								112,000			—
Repayments of revolving notes with maturities longer than 90 days								(286,000	)		—
Repayments of notes payable		(17,120	)		(176,641	)		(14,990	)		(17,120	)
Debt issuance costs		—			(2,770	)
Dividends		(17,312	)		(16,651	)		(18,046	)		(17,312	)
Cash distribution to joint venture partner		(8,706	)		(5,058	)		(3,646	)		(8,706	)
Tax payments for net share settlement of restricted stock		(1,895	)		(4,762	)		(2,357	)		(1,895	)
Net cash provided by (used in) financing activities		(34,787	)		13,111
Net cash used in financing activities								(114,597	)		(34,787	)
Effect of exchange rate changes		(2,824	)		825			3,403			(2,824	)
Decrease in cash and cash equivalents and restricted cash		(160,019	)		(176,390	)		(239,974	)		(160,019	)
Cash and cash equivalents and restricted cash
Beginning of period		338,487			539,474			842,087			338,487
End of period	$	178,468		$	363,084		$	602,113		$	178,468
Balance Sheet Reconciliation:
Balance sheet reconciliation
Cash and cash equivalents	$	169,899		$	341,500		$	593,499		$	169,899
Restricted cash		8,569			21,584			8,614			8,569
Total cash and cash equivalents and restricted cash as presented above	$	178,468		$	363,084		$	602,113		$	178,468

Cash paid during the period for
Interest	$	11,608		$	8,600		$	15,755		$	11,608
Income taxes, net	$	25,503		$	31,494		$	7,132		$	25,503
Non-cash activity
Transfer from Leased railcars for syndication to Equipment on operating leases, net	$	55,739		$	42,809
Transfer from Leased railcars for syndication and Inventories to Equipment on operating leases, net							$	77,953		$	55,739
Capital expenditures accrued in Accounts payable and accrued liabilities	$	3,237		$	11,812		$	846		$	3,237
Change in Accounts payable and accrued liabilities associated with dividends declared	$	(96	)	$	50		$	324		$	(96	)
Conversion of unconsolidated affiliate note receivable to Investment in unconsolidated affiliates	$	4,760		$	—		$	—		$	4,760
Change in Accounts payable and accrued liabilities associated with cash distributions to joint venture partner	$	535		$	(3,372	)	$	1,205		$	535

The Condensed Consolidated Financial Statements of The Greenbrier Companies, Inc. and its subsidiaries (Greenbrier or the Company) as of February ~~29, 2020, for the three and six months ended February 29, 2020~~28, 2021 and for the three and six months ended February 28, ~~2019~~2021 and February 29, 2020 have been prepared to reflect all adjustments (consisting of normal recurring accruals) that, in the opinion of management, are necessary for a fair presentation of the financial position, operating results and cash flows for the periods indicated. The results of operations for the three and six months ended February ~~29, 2020~~28, 2021 are not necessarily indicative of the results to be expected for the entire year ending August 31, ~~2020.~~2021.

Certain notes and other information have been condensed or omitted from the interim financial statements presented in this Quarterly Report on Form 10-Q. Therefore, these unaudited financial statements should be read in conjunction with the Consolidated Financial Statements contained in the Company’s ~~2019~~ Annual Report on Form ~~10-K.~~10-K for the year ended August 31, 2020.

Management Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. (GAAP) 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.

Reclassifications – Certain immaterial reclassifications have been made to prior year balances in order to conform to the current year’s presentation.

~~On September 1, 2019, the Company adopted Accounting Standards Update 2016-02,~~ ~~Leases~~ (Topic 842). The new guidance supersedes existing guidance on accounting for leases in Topic 840 and is intended to increase the transparency and comparability of accounting for lease transactions. Topic 842 requires most leases to be recognized on the balance sheet by recording a right-of-use (ROU) asset and a lease liability. The liability will be equal to the present value of lease payments. The asset will be based on the liability, subject to adjustment, such as for initial direct costs. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Lessor accounting remains similar to the prior model, but updated to align with certain changes to the lessee model and Topic 606: ~~Contracts with Customers~~.

The Company adopted the provisions of the new standard using the modified retrospective adoption method, utilizing the simplified transition option which allows entities to continue to apply the legacy guidance in Topic 840 in the comparative periods presented in the year of adoption. The Company elected the “package of practical expedients,” which allows it to not reassess under the new guidance prior conclusions about lease identification, lease classification, and initial direct costs. The Company did not elect the use-of-hindsight practical expedient. The Company elected to not separate lease and non-lease components. The Company elected the short-term lease recognition exemption for all leases that qualify, which means it will not recognize ROU assets or lease liabilities for leases with lease terms of less than twelve months. Following the adoption of Topic 842, the Company will utilize both Topic 842 and Topic 606: ~~Contracts with Customers~~ ~~when evaluating retained risk of services and other performance obligations in conjunction with selling railcars with a lease attached as part of the syndication model.~~

As a result of adoption, the Company recognized operating lease ROU assets and lease liabilities of $40.4 and $41.6 million, respectively, as of September 1, 2019. The Company also recognized an immaterial finance lease asset and corresponding lease liability. Additionally, the Company derecognized certain existing property, plant and equipment and deferred revenue for railcar transactions previously not qualifying as sales due to continuing involvement, that now qualify as sales under the new guidance. The gain associated with this change in accounting, was mostly offset by the recognition of a new guarantee liability. The adoption of this new standard also required the Company to eliminate deferred gains associated with certain sale-leaseback transactions. A cumulative-effect adjustment of $4.4 million was recorded as an increase to retained earnings as of September 1, 2019.

~~In August 2017, the FASB issued Accounting Standards Update 2017-12,~~ ~~Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities~~ (ASU 2017-12). This update improves the financial reporting of hedging relationships to better portray the economic results of an entity's risk management activities in its financial statements and make certain targeted improvements to simplify the application of the hedge accounting guidance. The guidance expands the ability to qualify for hedge accounting for non-financial and financial risk components, reduces complexity in fair value hedges of interest rate risk and eliminates the requirement to separately measure and report hedge ineffectiveness, as well as eases certain hedge effectiveness assessment requirements. The Company adopted this guidance effective September 1, 2019 and it did not have a material impact on our consolidated financial statements.

In June 2016, the ~~FASB~~Financial Accounting Standards Board (FASB) issued Accounting Standard Update 2016-13, Financial Instruments – Credit Losses (ASU 2016-13). This update ~~introduces~~introduced a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. The new guidance ~~will apply~~applies to loans, accounts receivable, trade receivables, other financial assets measured at amortized cost, loan commitments and other off-balance sheet credit exposures. The new guidance ~~will~~ also ~~apply~~applies to debt securities and other financial assets measured at fair value through other comprehensive ~~income.~~income (loss). The new guidance is effective for annual reporting periods beginning after December 15, 2019, with early adoption permitted. The Company ~~plans to adopt~~adopted this guidance beginning September 1, 2020. The Company estimated the expected lifetime credit loss by pooling financial instruments based on similar characteristics. Expected losses were then estimated using historical loss information and aging considerations, as well as other information such as the current and future economic conditions of its customers and the end markets in which they operate. The Company adopted this guidance using a modified retrospective approach through a cumulative effect adjustment, which decreased opening retained earnings by $0.5 million on September 1, 2020. The ongoing application of ASU 2016-13 is not expected to materially impact the Company’s consolidated financial statements.

In August 2020, the FASB issued Accounting Standard Update 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for certain convertible instruments, amends guidance on derivative scope exceptions for contracts in an entity’s own equity, and modifies the guidance on diluted EPS calculations as a result of these changes. The Company expects this change to reduce reported interest expense, increase reported net income, and result in a reclassification of certain convertible balance sheet amounts from stockholders’ equity to liabilities as it relates to the Company’s convertible senior notes. Additionally, ASU 2020-06 requires the application of the if-converted method to calculate the impact of convertible instruments on diluted EPS,

which is expected to be incrementally dilutive compared to the Company’s current accounting treatment. The guidance in this ASU can be adopted using either a full or modified retrospective approach and becomes effective for annual reporting periods beginning after December 15, 2021, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and disclosures.

In December 2019, the FASB issued Accounting Standard Update 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 for: recognizing deferred taxes for investments, performing intra-period allocations and calculating taxes in interim periods. The ASU also improves consistent application of GAAP for other areas of Topic 740 by clarifying and amending existing guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. The standard is effective for fiscal years beginning after December 15, 2020. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements and disclosures.

Contract assets primarily consist of unbilled receivables related to marine vessel construction and railcar repair services, for which the respective contracts do not yet permit billing at the reporting date. Contract liabilities primarily consist of customer prepayments for manufacturing, maintenance, and other management-type services, for which the Company has not yet satisfied the related performance obligations.

The ~~opening and closing balances of the Company’s~~ contract balances are as follows:

(in thousands)	Balance sheet classification	February 29, 2020		August 31, 2019		$ change			Balance sheet classification	February 28, 2021		August 31, 2020		$ change
Contract assets	Inventories	$	7,472	$	10,196	$	(2,724	)	Accounts receivable, net	$	26,954	$	430	$	26,524
Contract assets									Inventories	$	9,137	$	7,081	$	2,056
Contract liabilities ¹	Deferred revenue	$	55,844	$	52,118	$	3,726		Deferred revenue	$	34,824	$	27,009	$	7,815

For the three and six months ended February ~~29, 2020,~~28, 2021, the Company recognized ~~$3.8~~$2.9 million and ~~$24.5~~$5.6 million, respectively, of revenue that was included in Contract liabilities as of November 30, 2020 and August 31, ~~2019.~~

As of February ~~29, 2020,~~28, 2021, the Company has entered into contracts with customers for which revenue has not yet been recognized. The following table outlines estimated revenue related to performance obligations wholly or partially unsatisfied, that the Company anticipates will be recognized in future periods.

(in millions)	February 29, 2020		February 28, 2021
Revenue type:
Manufacturing – Railcar sales	$	2,698.1	$	2,125.1
Manufacturing – Marine	$	58.8	$	53.3
Services	$	140.1	$	129.7
Other	$	43.6	$	61.5

Manufacturing – Railcars intended for syndication¹	$	261.5	$	229.3

Based on current production and delivery schedules and existing contracts, approximately ~~$0.9~~$0.6 billion of ~~the~~ Railcar sales ~~amount is~~are expected to be recognized in the remaining six months of ~~2020~~2021 while the remaining amount is expected to be recognized ~~through~~into 2024. The table above excludes estimated revenue to be recognized at the Company’s Brazilian manufacturing ~~operation,~~operations, as they are accounted for under the equity method.

Revenue amounts reflected in Railcars intended for syndication may be syndicated to third parties or held in the Company’s fleet depending on a variety of factors.

Marine revenue is expected to be recognized through ~~2021~~2022 as vessel construction is completed.

Services includes management and maintenance services of which approximately ~~51%~~48% are expected to be performed through ~~2024~~2025 and the remaining amount through 2037.

On July 26, 2019, the Company completed its acquisition of the manufacturing business of ARI for a purchase price of approximately $417.2 million. In connection with the acquisition, the Company acquired 2 railcar manufacturing facilities in Arkansas, as well as other facilities which produce a range of railcar components and parts and create enhanced vertical integration for our manufacturing operations. The purchase price included approximately $8.5 million for capital expenditures on railcar lining operations and other facility improvements. Included in the acquisition were equity interests in two railcar component manufacturing businesses which Greenbrier accounts for under the equity method of accounting and recognized at their respective fair value as investments in unconsolidated affiliates.

The purchase price was funded by, and consisted of, a combination of cash on hand, the proceeds of a $300 million secured term loan, the issuance to the seller of a $50 million senior convertible note and a payable to the seller for a working capital true-up amount.

For the six months ended February 29, 2020, the operations contributed by ARI’s manufacturing business generated revenues of $210.7 million and a net loss of $1.5 million, which are reported in the Company’s consolidated financial statements as part of the Manufacturing segment.

~~The preliminary purchase price of the net assets acquired from ARI was allocated as follows:~~

The above purchase price allocation, including the residual amount allocated to goodwill, is based on preliminary information and is subject to change as additional information is obtained related to the amounts allocated to the assets acquired and liabilities assumed. As a result of the proximity of the acquisition date to August 31, 2019 and as we did not acquire 100% of ARI, the values of all assets acquired and liabilities assumed are preliminary. During the measurement period, which may extend up to 12 months after the date of acquisition, the Company will adjust these assets and liabilities if new information is obtained about the facts and circumstances that existed as of the acquisition date and revised amounts will be recorded as of that date. The effect of measurement period adjustments to the estimated amounts will be reflected on a prospective basis and were not material during the three months ended February 29, 2020.

~~The identified intangible assets assumed in the acquisition were recognized as follows:~~

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 balance:

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 and other assets balance:

(In thousands)	February 29, 2020			August 31, 2019			February 28, 2021			August 31, 2020
Intangible assets subject to amortization:
Customer relationships	$	89,722		$	89,722		$	89,722		$	89,722
Accumulated amortization		(52,691	)		(48,850	)		(60,328	)		(56,509	)
Other intangibles		33,845			34,031			39,090			37,798
Accumulated amortization		(8,188	)		(6,908	)		(11,194	)		(10,595	)
		62,688			67,995			57,290			60,416
Intangible assets not subject to amortization		5,107			5,450			2,473			2,474
Prepaid and other assets		18,779			15,749			21,939			22,026
Operating lease ROU assets		34,624			—			55,868			62,389
Nonqualified savings plan investments		31,766			27,967			44,150			35,744
Revolving notes issuance costs, net		4,095			4,568			3,150			3,623
Assets held for sale		3,650			3,650			5,413			3,650
Total Intangible and other assets, net	$	160,709		$	125,379		$	190,283		$	190,322

Amortization expense was $2.9 million and $5.7 million for the three and six months ended February 28, 2021 and $2.7 million and $5.5 million for the three and six months ended February 29, ~~2020 and $1.4 million and $3.4 million for the three and six months ended February 28, 2019.~~2020. Amortization expense for the years ending August 31, ~~2020,~~ 2021, 2022, 2023, 2024 and ~~2024~~2025 is expected to be ~~$10.9~~$11.5 million, ~~$10.9~~$8.1 million, ~~$7.6~~$6.8 million, ~~$6.3~~$6.6 million and ~~$6.3~~$5.7 million, respectively.

Senior secured credit facilities, consisting of 3 components, aggregated to ~~$706.0~~$738.8 million as of February ~~29, 2020.~~

As of February ~~29, 2020,~~28, 2021, a $600.0 million revolving line of credit, maturing June 2024, secured by substantially all the Company’s assets in the U.S. not otherwise pledged as security for term loans, ~~was available~~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 LIBOR plus 1.50% or Prime plus 0.50% 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.

As of February ~~29, 2020,~~28, 2021, lines of credit totaling ~~$56.0~~$68.8 million secured by certain of the Company’s European assets, with variable rates that range from Warsaw Interbank Offered Rate (WIBOR) plus ~~1.1%~~1.2% to WIBOR plus 1.5% and Euro Interbank Offered Rate (EURIBOR) plus 1.1%, were available for working capital needs of the Company’s European manufacturing operations. The European lines of credit include ~~$14.0~~$35.0 million of facilities which are guaranteed by the Company. European credit facilities are regularly renewed. Currently, these European credit facilities have maturities that range from June ~~2020~~2021 through ~~July 2021.~~

As of February ~~29, 2020,~~28, 2021, the Company’s Mexican railcar manufacturing ~~joint venture~~operations had 23 lines of credit totaling ~~$50.0~~$70.0 million. The first line of credit provides up to $30.0 ~~million.~~million and matures in June 2024. Advances under this facility bear interest at LIBOR plus ~~2.0%. The Mexican railcar manufacturing joint venture will be able~~3.75% to ~~draw against this facility through March 2024.~~4.25%. The second line of credit provides up to ~~$20.0~~$35.0 million, of which the Company and its joint venture partner have each guaranteed 50%. Advances under this facility bear interest at LIBOR plus ~~2.0%~~3.75%. The Mexican railcar manufacturing joint venture will be able to draw amounts available under this facility through June 2021. The third line of credit provides up to $5.0 million and matures in September 2022. Advances under this facility bear interest at LIBOR plus 2.95% and are to be used for working capital needs.

As of February ~~29,~~28, 2021, outstanding commitments under the senior secured credit facilities consisted of $27.9 million in letters of credit and $210.0 million in borrowings under the North American credit facility, $34.8 million outstanding under the European credit facilities and $31.0 million outstanding under the Mexican credit facilities. As of February 28, 2021, the Company had an aggregate of $115.4 million available to draw down under committed credit facilities.

As of August 31, 2020, outstanding commitments under the senior secured credit facilities consisted of ~~$27.5~~$28.7 million in letters of credit and $275.0 million in borrowings under the North American credit facility, ~~and $37.2~~$46.5 million outstanding under the European credit ~~facilities. As of February 29, 2020, the Company had an aggregate of $451.1 million available to draw down under committed credit facilities.~~

~~As of August 31, 2019, outstanding commitments under the senior secured credit~~ facilities ~~consisted of $24.4 million in letters of credit under the North American credit facility~~ and ~~$27.1~~$30.0 million outstanding under the ~~European~~Mexican credit facilities.

(In thousands)	February 29, 2020		August 31, 2019		February 28, 2021		August 31, 2020
Trade payables	$	220,123	$	302,009	$	146,017	$	148,971
Other accrued liabilities		105,206		108,939		104,604		100,168
Operating lease liabilities		35,996		—		58,162		64,509
Accrued payroll and related liabilities		91,723		106,669		97,099		105,008
Accrued warranty		46,850		46,678		42,689		45,224
Income taxes payable		—		4,065
	$	499,898	$	568,360	$	448,571	$	463,880

Warranty costs are estimated and charged to operations to cover a defined warranty period. The estimated warranty cost is based on the history of warranty claims for each particular product type. For new product types without a warranty history, preliminary estimates are based on historical information for similar product types. The warranty accruals, included in Accounts payable and accrued liabilities on the Consolidated Balance Sheets, are reviewed periodically and updated based on warranty trends and expirations of warranty periods.

	Three Months						Six Months						Three Months Ended						Six Months Ended
(In thousands)	February 29, 2020			February 28, 2019			February 29, 2020			February 28, 2019			February 28, 2021			February 29, 2020			February 28, 2021			February 29, 2020
Balance at beginning of period	$	47,110		$	26,264		$	46,678		$	27,395		$	45,620		$	47,110		$	45,224		$	46,678
Charged to cost of revenue, net		884			1,412			3,262			2,853			(603	)		884			1,351			3,262
Payments		(1,136	)		(2,612	)		(3,135	)		(4,796	)		(2,429	)		(1,136	)		(3,844	)		(3,135	)
Currency translation effect		(8	)		(70	)		45			(458	)		101			(8	)		(42	)		45
Balance at end of period	$	46,850		$	24,994		$	46,850		$	24,994		$	42,689		$	46,850		$	42,689		$	46,850

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

(In thousands)

Unrealized
Gain (Loss)
on Derivative
Financial
Instruments

Foreign
Currency
Translation
Adjustment

Other

Accumulated
Other
Comprehensive
Loss

Balance, August 31, 2019

$
(8,841
)

$
(34,194
)

$
(1,780
)

$
(44,815
)
Other comprehensive loss before
reclassifications

(1,484
)

(2,278
)

(221
)

(3,983
)
Amounts reclassified from Accumulated other
comprehensive loss

477

—

—

477

Balance, February 29, 2020

$
(9,848
)

$
(36,472
)

$
(2,001
)

$
(48,321
)

(In thousands)	Unrealized Gain (Loss) on Derivative Financial Instruments			Foreign Currency Translation Adjustment			Other			Accumulated Other Comprehensive Loss
Balance, August 31, 2020	$	(11,970	)	$	(39,816	)	$	(1,031	)	$	(52,817	)
Other comprehensive loss before reclassifications		(895	)		4,460			53			3,618
Amounts reclassified from Accumulated other comprehensive loss		2,515			—			—			2,515
Balance, February 28, 2021	$	(10,350	)	$	(35,356	)	$	(978	)	$	(46,684	)

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

	Three Months Ended							Three Months Ended
(In thousands)	February 29, 2020			February 28, 2019			Financial Statement Caption	February 28, 2021			February 29, 2020			Financial Statement Caption
(Gain) loss on derivative financial instruments:
Foreign exchange contracts	$	(140	)	$	769		Revenue and Cost of revenue	$	385		$	(140	)	Revenue and Cost of revenue
Interest rate swap contracts		369			151		Interest and foreign exchange		1,263			369		Interest and foreign exchange
		229			920		Total before tax
		(61	)		(219	)	Income tax expense
	$	168		$	701		Net of tax
Total before tax									1,648			229
Income tax									(374	)		(61	)
Net of tax								$	1,274		$	168

	Six Months Ended							Six Months Ended
(In thousands)	February 29, 2020			February 28, 2019			Financial Statement Location	February 28, 2021			February 29, 2020			Financial Statement Caption
(Gain) loss on derivative financial instruments:
Foreign exchange contracts	$	101		$	1,257		Revenue and cost of revenue	$	672		$	101		Revenue and Cost of revenue
Interest rate swap contracts		536			295		Interest and foreign exchange		2,594			536		Interest and foreign exchange
		637			1,552		Total before tax
		(160	)		(382	)	Income tax expense
	$	477		$	1,170		Net of tax
Total before tax									3,266			637
Income tax									(751	)		(160	)
Net of tax								$	2,515		$	477

The shares used in the computation of basic and diluted earnings (loss) per common share are reconciled as follows:

Three Months Ended

Six Months Ended

(In thousands)

February 29,
2020

February 28,
2019

February 29,
2020

February 28,
2019

Weighted average basic common shares
outstanding ⁽¹⁾

32,661

32,628

32,645

32,634

Dilutive effect of 2.875% Convertible notes ⁽²⁾

—

—

—

—

Dilutive effect of 2.25% Convertible notes ⁽³⁾

—

n/a

—

n/a

Dilutive effect of restricted stock units ⁽⁴⁾

821

578

737

515

Weighted average diluted common shares
outstanding

33,482

33,206

33,382

33,149

	Three Months Ended				Six Months Ended
(In thousands)	February 28, 2021		February 29, 2020		February 28, 2021		February 29, 2020
Weighted average basic common shares outstanding ⁽¹⁾		32,810		32,661		32,766		32,645
Dilutive effect of 2.875% convertible notes ⁽²⁾⁽³⁾		0		0		0		0
Dilutive effect of 2.25% convertible notes ⁽²⁾⁽⁴⁾		0		0		0		0
Dilutive effect of restricted stock units ⁽²⁾⁽⁵⁾		—		821		—		737
Weighted average diluted common shares outstanding		32,810		33,482		32,766		33,382

Diluted EPS is calculated using the treasury stock method associated with shares underlying the 2.875% ~~Convertible~~convertible notes, 2.25% ~~Convertible~~convertible notes, restricted stock units that are not considered participating securities and performance based restricted stock units subject to performance criteria, for which actual levels of performance above target have been achieved.

The value of stock based compensation awards is amortized as compensation expense from the date of grant through the earlier of the vesting period or in some instances the recipient’s eligible retirement date. Stock based compensation expense consists of restricted stock unit, restricted stock and phantom stock unit awards.

Stock based compensation expense was $4.5 million and $9.0 million for the three and six months ended February 28, 2021, respectively and $4.1 million and $7.2 million for the three and six months ended February 29, 2020, ~~respectively and $4.1 million and $7.3 million for the three and six months ended February 28, 2019,~~ respectively. Compensation expense is recorded in Selling and administrative expense and Cost of revenue on the Consolidated Statements of ~~Income.~~Operations.

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 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 or loss.

At February ~~29, 2020~~28, 2021 exchange rates, notional amounts of forward exchange contracts for the purchase of Polish Zlotys and the sale of ~~Euros and Pound Sterling;~~Euros; and the purchase of Mexican Pesos and the sale of U.S. Dollars aggregated to ~~$54.1~~$199.9 million. The fair value of the contracts is included on the Consolidated Balance Sheets as Accounts payable and accrued liabilities when there is a loss, or as Accounts receivable, net when there is a gain. As the contracts mature at various dates through ~~May~~November 2022, 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 ~~29, 2020~~28, 2021 exchange rates, approximately ~~$0.5~~$1.0 million would be reclassified to revenue or cost of revenue in the next year.

At February ~~29, 2020,~~28, 2021, an interest rate swap agreement maturing in September 2023 had a notional amount of ~~$107.6~~$103.6 million and an interest rate swap agreement maturing June 2024 had a notional amount of ~~$148.1~~$140.6 million. The fair value of the contracts are included on the Consolidated Balance Sheets in Accounts payable and accrued liabilities when there is a loss, or in Accounts receivable, net when there is a gain. 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 ~~29, 2020~~28, 2021 interest rates, approximately ~~$2.9~~$5.0 million would be reclassified to interest expense in the next year.

	Asset Derivatives					Liability Derivatives					Asset Derivatives					Liability Derivatives
		February 29, 2020		August 31, 2019			February 29, 2020		August 31, 2019			February 28, 2021		August 31, 2020			February 28, 2021		August 31, 2020
(In thousands)	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
Foreign forward exchange contracts	Accounts receivable, net	$	488	$	64	Accounts payable and accrued liabilities	$	194	$	437	Accounts receivable, net	$	6	$	560	Accounts payable and accrued liabilities	$	731	$	3
Interest rate swap contracts	Accounts receivable, net		—		—	Accounts payable and accrued liabilities		12,504		10,255	Accounts receivable, net		—		—	Accounts payable and accrued liabilities		12,154		15,904
		$	488	$	64		$	12,698	$	10,692		$	6	$	560		$	12,885	$	15,907
Derivatives not designated as hedging instruments
Foreign forward exchange contracts	Accounts receivable, net	$	39	$	—	Accounts payable and accrued liabilities	$	281	$	587	Accounts receivable, net	$	—	$	22	Accounts payable and accrued liabilities	$	18	$	—

Three Months Ended February ~~29, 2020~~28, 2021 and February ~~28, 2019~~29, 2020

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

Location of gain (loss)

recognized in income

on derivatives

Gain (loss) recognized in income on

derivatives three months ended

February 29,

2020

February 28,

2019

February 28,

2021

February 29,

2020

Foreign forward exchange contract

Interest and foreign exchange

(165

)

115

Interest and foreign exchange

)

(165

)

Derivatives in
cash flow hedging
relationships

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 derivative
(amount
excluded from
effectiveness
testing)

Gain (loss) recognized
on derivative
(amount excluded from
effectiveness testing)
three months ended

February 29,
2020

February 28,
2019

February 29,
2020

February 28,
2019

February 29,
2020

February 28,
2019

Foreign forward
   exchange contracts

$
190

$
(418
)

Revenue

$
67

$
(411
)

Revenue

$
190

$
638

Foreign forward
   exchange contracts

411

1,100

Cost of revenue

73

(358
)

Cost of revenue

210

289

Interest rate swap
   contracts

(5,503
)

(1,916
)

Interest and
foreign exchange

(369
)

(151
)

Interest and
foreign exchange

(116
)

25

$
(4,902
)

$
(1,234
)

$
(229
)

$
(920
)

$
284

$
952

Derivatives in cash flow hedging relationships	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 derivative (amount excluded from effectiveness testing)	Gain (loss) recognized on derivative (amount excluded from effectiveness testing) three months ended
	February 28, 2021			February 29, 2020				February 28, 2021			February 29, 2020				February 28, 2021		February 29, 2020
Foreign forward exchange contracts	$	(602	)	$	190		Revenue	$	(377	)	$	67		Revenue	$	154	$	190
Foreign forward exchange contracts		(234	)		411		Cost of revenue		(8	)		73		Cost of revenue		60		210
Interest rate swap contracts		834			(5,503	)	Interest and foreign exchange		(1,263	)		(369	)	Interest and foreign exchange		—		(116	)
	$	(2	)	$	(4,902	)		$	(1,648	)	$	(229	)		$	214	$	284

The following table presents the amounts in the Consolidated Statements of ~~Income~~Operations 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, 2020~~28, 2021 and February ~~28, 2019:~~29, 2020:

	For The Three Months Ended										For The Three Months Ended
	February 29, 2020					February 28, 2019					February 28, 2021					February 29, 2020
	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	$	623,848	$	67		$	658,671	$	(411	)	$	295,622	$	(377	)	$	623,848	$	67
Cost of revenue		537,512		73			604,827		(358	)		277,951		(8	)		537,512		73
Interest and foreign exchange		12,609		(369	)		9,237		(151	)		9,568		(1,263	)		12,609		(369	)

Six Months Ended February ~~29, 2020~~28, 2021 and February ~~28, 2019~~29, 2020

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

Location of gain (loss)

recognized in income

on derivatives

Gain (loss) recognized in income on

derivatives six months ended

February 29, 2020

February 28, 2019

February 28,

2021

February 29,

2020

Foreign forward exchange contract

Interest and foreign exchange

(94

)

495

Interest and foreign exchange

(132

)

(94

)

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 derivative amount excluded from effectiveness testing)	Gain (loss) recognized on derivative (amount excluded from effectiveness testing) six months ended						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 derivative amount excluded from effectiveness testing)	Gain (loss) recognized on derivative (amount excluded from effectiveness testing) six months ended
	February 29, 2020			February 28, 2019				February 29, 2020			February 28, 2019				February 29, 2020			February 28, 2019			February 28, 2021			February 29, 2020				February 28, 2021			February 29, 2020				February 28, 2021		February 29, 2020
Foreign forward exchange contracts	$	763		$	(346	)	Revenue	$	(99	)	$	(667	)	Revenue	$	643		$	900		$	(1,612	)	$	763		Revenue	$	(623	)	$	(99	)	Revenue	$	302	$	643
Foreign forward exchange contracts		(183	)		(395	)	Cost of revenue		(2	)		(590	)	Cost of revenue		344			678			(295	)		(183	)	Cost of revenue		(49	)		(2	)	Cost of revenue		65		344
Interest rate swap contracts		(2,784	)		(3,689	)	Interest and foreign exchange		(536	)		(295	)	Interest and foreign exchange		(281	)		(22	)		1,157			(2,784	)	Interest and foreign exchange		(2,594	)		(536	)	Interest and foreign exchange		—		(281	)
	$	(2,204	)	$	(4,430	)		$	(637	)	$	(1,552	)		$	706		$	1,556		$	(750	)	$	(2,204	)		$	(3,266	)	$	(637	)		$	367	$	706

	For The Six Months Ended										For the Six Months Ended
	February 29, 2020					February 28, 2019					February 28, 2021					February 29, 2020
	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	$	1,393,207	$	(99	)	$	1,263,194	$	(667	)	$	698,611	$	(623	)	$	1,393,207	$	(99	)
Cost of revenue		1,214,682		(2	)		1,136,817		(590	)		640,269		(49	)		1,214,682		(2	)
Interest and foreign exchange		25,461		(536	)		13,641		(295	)		20,671		(2,594	)		25,461		(536	)

The Company operates in 3 reportable segments: Manufacturing; Wheels, Repair & Parts; and Leasing & 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 ~~2019~~ Annual Report on Form ~~10-K.~~10-K for the year ended August 31, 2020. 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~~benefit (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.

	Revenue								Earnings (loss) from operations									Total assets
(In thousands)	External		Intersegment			Total			External			Intersegment			Total			February 28, 2021		August 31, 2020
Manufacturing	$	947,808	$	53,056		$	1,000,864		$	50,845		$	2,791		$	53,636		$	1,313,819	$	1,301,715
Wheels, Repair & Parts		233,821		24,839			258,660			6,070			(546	)		5,524			277,788		271,862
Leasing & Services		81,565		8,910			90,475			38,543			7,553			46,096			851,546		739,025
Eliminations		—		(86,805	)		(86,805	)		—			(9,798	)		(9,798	)
Corporate		—		—			—			(40,950	)		—			(40,950	)
Unallocated, including cash																			616,212		861,232
	$	1,263,194	$	—		$	1,263,194		$	54,508		$	—		$	54,508		$	3,059,365	$	3,173,834

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

	Three Months Ended				Six Months Ended				Three Months Ended					Six Months Ended
(In thousands)	February 29, 2020		February 28, 2019		February 29, 2020		February 28, 2019		February 28, 2021			February 29, 2020		February 28, 2021			February 29, 2020
Earnings from operations	$	38,436	$	18,054	$	80,220	$	54,508
Earnings (loss) from operations									$	(25,727	)	$	38,436	$	(27,841	)	$	80,220
Interest and foreign exchange		12,609		9,237		25,461		13,641		9,568			12,609		20,671			25,461
Earnings before income tax and earnings (loss) from unconsolidated affiliates	$	25,827	$	8,817	$	54,759	$	40,867
Earnings (loss) before income tax and earnings (loss) from unconsolidated affiliates									$	(35,295	)	$	25,827	$	(48,512	)	$	54,759

Equipment on operating leases is reported net of accumulated depreciation of ~~$32.9~~$33.6 million and ~~$44.2~~$33.4 million as of February ~~29, 2020~~28, 2021 and August 31, ~~2019,~~2020, respectively. Depreciation expense was $3.2 million and $6.8million for the three and six months ended February 28, 2021, respectively and $3.0 million and $6.6 million for the three and six months ended February 29, ~~2020.~~2020, 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 ~~five~~fifteen years. Operating lease rental revenues included in the Company’s ~~Statement~~Statements of ~~Income~~Operations for the three and six months ended February 28, 2021 was $12.3 million and $24.1 million, respectively, which included $3.8 million and $7.4 million, respectively, of revenue as a result of daily, monthly or car hire utilization arrangements. Operating lease rental revenues included in the Company’s Statements of Operations for the three and six months ended February 29, 2020 was $9.8 million and $21.2 million, respectively, which included $2.8 million and $6.5 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 ~~29, 2020,~~28, 2021, will mature as follows:

(in thousands)
Remaining six months of 2020	$	12,272
2021		22,314
Remaining six months of 2021			$	17,049
2022		20,372		30,183
2023		14,812		25,421
2024		11,135		22,777
2025				12,638
Thereafter		22,009		27,870
	$	102,914	$	135,938

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, 2021 and February 29, 2020, 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 7977 years, with some including options to extend up to 15 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 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.

(in thousands)	Three months ended February 29, 2020		Six months ended February 29, 2020		Three Months Ended				Six Months Ended
					February 28, 2021		February 29, 2020		February 28, 2021		February 29, 2020
Operating lease expense	$	3,424	$	6,850	$	3,625	$	3,424	$	7,493	$	6,850
Short-term lease expense		3,217		4,730		1,280		3,217		2,586		4,730
Total	$	6,641	$	11,580	$	4,905	$	6,641	$	10,079	$	11,580

Aggregate minimum future amounts payable under operating leases having initial or remaining non-cancelable terms at February ~~29, 2020~~28, 2021 will mature as follows:

(in thousands)
Remaining six months of 2020	$	6,153
2021		8,988
Remaining six months of 2021				$	6,492
2022		5,935			12,414
2023		5,433			11,983
2024		3,948			10,848
2025					6,324
Thereafter		10,436			17,409
Total lease payments	$	40,893		$	65,470
Less: Imputed interest		(4,897	)		(7,308	)
Total lease obligations	$	35,996		$	58,162

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

(in thousands)	Six months ended February 29, 2020		Six months ended February 28, 2021
Cash paid for amounts included in the measurement of lease liabilities
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	7,432	$	7,327
ROU assets obtained in exchange for new operating lease liabilities			$	30

The ~~Company's~~Company’s Portland, Oregon manufacturing facility (the Portland Property) is located adjacent to the Willamette River. In December 2000, the U.S. Environmental Protection Agency (EPA) classified portions of the Willamette River bed known as the Portland Harbor, including the portion fronting the ~~Company's~~Company’s manufacturing facility, as a federal "National Priority List" or "Superfund" site due to sediment contamination (the Portland Harbor Site). The Company and more than 140 other parties have received a "General Notice" of potential liability from the EPA relating to the Portland Harbor Site. The letter advised the Company that it may be liable for the costs of investigation and remediation (which liability may be joint and several with other potentially responsible parties) as well as for natural resource damages resulting from releases of hazardous substances to the site. Ten private and public entities, including the Company (the Lower Willamette Group or LWG), signed an Administrative Order on Consent (AOC) to perform a remedial investigation/feasibility study (RI/FS) of the Portland Harbor Site under EPA oversight, and several additional entities ~~have~~did not ~~signed~~sign such consent, but nevertheless contributed ~~money~~financially to the effort. The EPA-mandated RI/FS was produced by the LWG and cost over $110 million during a 17-year period. The Company bore a percentage of the total costs incurred by the LWG in connection with the investigation. The ~~Company's~~Company’s aggregate expenditure during the 17-year period was not material. Some or all of any such outlay may be recoverable from other responsible parties. The EPA issued its Record of Decision (ROD) for the Portland Harbor Site on January 6, 2017 and accordingly on October 26, 2017, the AOC was terminated.

Separate from the process described above, which focused on the type of remediation to be performed at the Portland Harbor Site and the schedule for such remediation, 83 parties, including the State of Oregon and the federal government, entered into a non-judicial mediation process to try to allocate costs associated with remediation of the Portland Harbor ~~site.~~Site. Approximately 110 additional parties signed tolling agreements related to such allocations. On April 23, 2009, the Company and the other AOC signatories filed suit against 69 other parties due to a possible limitations period for some such claims; Arkema Inc. et al v. A & C Foundry Products, Inc. et al, U.S. District Court, District of Oregon, Case #3:09-cv-453-PK. All but 12 of these parties elected to sign tolling agreements and be dismissed without prejudice, and the case has been stayed by the court until January 14, 2022.

The EPA's January 6, 2017 ROD identifies a clean-up remedy that the EPA estimates will take 13 years of active remediation, followed by 30 years of monitoring with an estimated undiscounted cost of $1.7 billion. The EPA typically expects its cost estimates to be accurate within a range of -30% to +50%, but this ROD states that changes in costs are likely to occur as a result of new data ~~it wants to collect~~collected over a 2-year period prior to final remedy design. The ROD identifies 13 Sediment Decision Units. One of the units, RM9W, includes the nearshore area of the river sediments offshore of the ~~Company's~~ Portland ~~Oregon manufacturing facility~~Property as well as upstream and downstream of the facility. It also includes a portion of the ~~Company's~~Company’s riverbank. The ROD does not break down total remediation costs by Sediment Decision Unit. The EPA's ROD concluded that more data was needed to better define clean-up scope and cost. On December 8, 2017, the EPA announced that Portland Harbor is one of 21 Superfund sites targeted for greater attention. On December 19, 2017, the EPA announced that it had entered a new AOC with a group of four potentially responsible parties to conduct additional sampling during 2018 and 2019 to provide more certainty about clean-up costs and aid the mediation process to allocate those costs. The parties to the mediation, including the Company, agreed to help fund the additional sampling, which is now complete. The EPA ~~has also~~ requested that potentially responsible parties enter AOCs during 2019 agreeing to conduct remedial design studies. Some parties have signed AOCs, ~~and several other parties~~ including one party with respect to RM9W which includes the area offshore of the Company’s manufacturing facility. The Company ~~have engaged~~ has not signed an AOCin ~~discussions~~connection with ~~EPA regarding the terms~~remedial design, but will potentially be directly or indirectly responsible for conducting or funding a portion of such ~~AOCs.~~RM9W remedial design. The allocation process is continuing in parallel with the process to define the ~~remediation steps.~~remedial design.

The ROD does not address responsibility for the costs of clean-up, nor does it allocate such costs among the potentially responsible parties. Responsibility for funding and implementing the EPA's selected cleanup remedy will be determined at an unspecified later date. Based on the investigation to date, the Company believes that it did not contribute in any material way to contamination in the river sediments or the damage of natural resources in the Portland Harbor Site and that the damage in the area of the Portland Harbor Site adjacent to its property precedes ~~its~~the Company’s ownership of the Portland ~~Oregon manufacturing facility.~~Property. Because these environmental investigations are still underway, ~~including the collection of new pre-remedial design sampling data by EPA,~~ sufficient information is currently not available to determine the ~~Company's~~Company’s liability, if any, for the cost of any

required remediation or restoration of the Portland Harbor Site or to estimate a range of potential loss. Based on the results of the pending investigations and future assessments of natural resource damages, the Company may be required to incur costs associated with additional phases of investigation or remedial action, and may be liable for damages to natural resources. In addition, the Company may be required to perform periodic maintenance dredging in order to continue to launch vessels from its launch ways in Portland, Oregon, on the Willamette River, and the river's classification as a Superfund site could result in some limitations on future dredging and launch activities. Any of these matters could adversely affect the ~~Company's~~Company’s business and Consolidated Financial Statements, or the value of ~~its~~the Portland ~~property.~~Property.

On January 30, 2017 the Confederated Tribes and Bands of Yakama Nation sued 33 parties including the Company as well as the ~~United States~~U.S. and the State of Oregon for costs it incurred in assessing alleged natural resource damages to the Columbia River from contaminants deposited in Portland Harbor. Confederated Tribes and Bands of the Yakama Nation v. Air Liquide America Corp., et al., ~~United States~~U.S. Court for the District of Oregon Case No. 3i17-CV-00164-SB. The complaint does not specify the amount of damages the plaintiff will seek. The case has been stayed until ~~the allocation process is concluded.~~

Oregon Department of Environmental Quality (DEQ) Regulation of Portland Manufacturing Operations

The Company ~~has~~ entered into a Voluntary Cleanup Agreement with the Oregon Department of Environmental Quality (DEQ) in which the Company agreed to conduct an investigation of whether, and to what extent, past or present operations at the Portland ~~property~~Property may have released hazardous substances into the environment. The Company has also signed an Order on Consent with the DEQ to finalize the investigation of potential onsite sources of contamination that may have a release pathway to the Willamette River. Interim precautionary measures are also required in the order and the Company is discussing with the DEQ potential remedial actions which may be required. The ~~Company's~~Company’s aggregate expenditure has not been material, however ~~the Company~~it could incur significant expenses for remediation. Some or all of any such outlay may be recoverable from other responsible parties.

In connection with the acquisition of the manufacturing business of ~~ARI,~~American Railcar Industries, Inc. (ARI), the Company agreed to assume potential legacy liabilities (known and unknown) related to railcars manufactured by ARI. Among these potential liabilities are certain retrofit and repair obligations arising from regulatory actions by the Federal Railroad Administration and the Association of American Railroads. In some cases, the seller shares with the Company the costs of these retrofit and repair obligations. The Company currently is not able to determine if any of these liabilities will have a material adverse impact on the Company’s ~~results of operations.~~Consolidated Financial Statements.

From time to time, Greenbrier is involved as a defendant in litigation in the ordinary course of business, the outcomes of which cannot be predicted with certainty. While the ultimate outcome of such legal proceedings cannot be determined at this time, the Company believes that the resolution of pending litigation will not have a material adverse effect on the Company's Consolidated Financial Statements.

As of February ~~29, 2020,~~28, 2021, the Company had outstanding letters of credit aggregating to ~~$27.5~~$27.9 million associated with performance guarantees, facility leases and workers compensation insurance.

As of February 29, 2020, the Company had a $4.5 million note receivable from Amsted-Maxion Cruzeiro, its unconsolidated Brazilian castings and components manufacturer. This note receivable is included on the Consolidated Balance Sheet in Accounts receivable, net. In the future, the Company may make loans to or provide guarantees for Amsted-Maxion Cruzeiro or Greenbrier-Maxion, its unconsolidated Brazilian railcar manufacturer.

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 ~~29, 2020~~28, 2021 were:

(In thousands)	Total		Level 1		Level 2 ⁽¹⁾		Level 3		Total		Level 1		Level 2 ⁽¹⁾		Level 3
Assets:
Derivative financial instruments	$	527	$	—	$	527	$	—	$	6	$	—	$	6	$	—
Nonqualified savings plan investments		31,766		31,766		—		—		44,150		44,150		—		—
Cash equivalents		23,166		23,166		—		—		203,760		203,760		—		—
	$	55,459	$	54,932	$	527	$	—	$	247,916	$	247,910	$	6	$	—
Liabilities:
Derivative financial instruments	$	12,979	$	—	$	12,979	$	—	$	12,903	$	—	$	12,903	$	—

Assets and liabilities measured at fair value on a recurring basis as of August 31, ~~2019~~2020 were:

(In thousands)	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2 ⁽¹⁾		Level 3
Assets:
Derivative financial instruments	$	64	$	—	$	64	$	—	$	582	$	—	$	582	$	—
Nonqualified savings plan investments		27,967		27,967		—		—		35,744		35,744		—		—
Cash equivalents		68,100		68,100		—		—		203,509		203,509		—		—
	$	96,131	$	96,067	$	64	$	—	$	239,835	$	239,253	$	582	$	—
Liabilities:
Derivative financial instruments	$	11,279	$	—	$	11,279	$	—	$	15,907	$	—	$	15,907	$	—

~~In June 2017, the~~The Company has a 41.9% interest in Axis, LLC (Axis), a joint venture. The Company purchased $2.2 million and $6.0 million for the three and six months ended February 28, 2021, respectively and $3.2 million and $7.2 million for the three and six months ended February 29, 2020, respectively of railcar components from Axis.

The Company has a 40% interest in the common equity of an entity that buys and sells railcar assets that are leased to third parties. ~~The railcars sold to this leasing warehouse are principally built by Greenbrier. The Company accounts for this leasing warehouse investment under the equity method of accounting.~~ As of February ~~29, 2020,~~28, 2021, the carrying amount of the investment was ~~$5.4~~$3.6 million which is classified in Investment in unconsolidated affiliates in the Consolidated Balance Sheet. ~~Upon sale of railcars to this entity from Greenbrier, 60% of the related revenue and margin is recognized and 40% is deferred until the railcars are ultimately sold by the entity.~~ There were 0 sales to or from this entity during the ~~three and six months ended February 29, 2020. The Company recognized $18.2 million in revenue associated with railcars sold into the leasing warehouse during the three and~~ six months ended February 28, ~~2019. The Company also recognized $1.6 million~~2021 and ~~$5.6 million in revenue associated with railcars sold out of the leasing warehouse during the three and six months ended~~ February ~~28, 2019.~~29, 2020. The Company also provides administrative and remarketing services to this entity and earns management fees for these services which were immaterial for the ~~six months ended February 29, 2020 and February 28, 2019.~~

On November 1, 2019, the Company increased its ownership interest in Amsted-Maxion Cruzeiro from 24.5% to 29.5%. This transaction included a conversion to equity of $4.8 million from a note receivable, including accrued interest, and a re-payment to the Company of $1.5 million which was used to acquire the additional 5% ownership interest. As of February 29, 2020, the Company had a remaining $4.5 million note receivable due from Amsted-Maxion Cruzeiro, its unconsolidated Brazilian castings and components manufacturer. This note receivable is included on the Consolidated Balance Sheet in Accounts receivable, net.

The Company has a 41.9% interest in Axis, LLC (Axis), a joint venture. The Company obtained its ownership interest in Axis as part of the acquisition of the manufacturing business of ARI on July 26, 2019. For the three and six months ended February 28, 2021 and February 29, ~~2020, the Company purchased $3.2 million and $7.2 million of railcar components from Axis.~~2020.

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

We operate in three reportable segments: Manufacturing; Wheels, Repair & Parts; and Leasing & Services. Our segments are operationally integrated. The Manufacturing segment, which currently operates from facilities in the U.S., Mexico, Poland, Romania and Turkey, produces double-stack intermodal railcars, tank cars, conventional railcars, automotive railcar products and marine vessels. The Wheels, Repair & Parts segment performs wheel and axle servicing; railcar repair, refurbishment and maintenance; as well as production of a variety of parts for the rail industry in North America. The Leasing & Services segment owns approximately ~~10,300~~8,700 railcars and provides management services for approximately ~~389,000~~445,000 railcars for railroads, shippers, carriers, institutional investors and other leasing and transportation companies in North America as of February ~~29, 2020.~~28, 2021. Through unconsolidated affiliates we produce rail and industrial components and have an ownership stake in a railcar manufacturer in ~~Brazil~~Brazil.

The financial results for the six months ended February 28, 2021 are representative of the challenges of the current market conditions. The decrease in operating profits compared to the same period in the prior year is primarily attributable to the cyclical decrease in economic activity in the freight rail equipment market which began prior to the emergence of COVID-19 (Cyclical Downturn). The Cyclical Downturn has intensified due to the COVID-19 Events (as defined below).

We have adhered to disciplined management through this crucial time. Our core strategy since March 2020 has been and ~~a lease financing warehouse.~~continues to be to:

We also continue to take measures to strengthen our financial position through strategic spending reductions which included reducing our selling and administrative expense by $21.8 million during the six months ended February 28, 2021 compared to the prior comparable period.

Our backlog remains strong with railcar deliveries into 2024 and marine deliveries into 2022. Our railcar backlog increased by 1,000 units since November 30, 2020 resulting in total manufacturing backlog of ~~railcar units, for direct sale or lease to a third party, as of February 29, 2020 was~~ approximately ~~30,800~~24,900 units with an estimated value of ~~$3.16 billion.~~$2.51 billion as of February 28, 2021. Approximately 9% of backlog units and 6% of estimated backlog value as of February ~~29, 2020 were~~28, 2021 was associated with our Brazilian manufacturing operations which ~~are~~is accounted for under the equity method. Backlog units for lease may be syndicated to third parties or held in our own fleet depending on a variety of factors. Multi-year supply agreements are ~~common in the~~a part of rail ~~industry.~~industry practice. A portion of the orders included in backlog reflects an assumed product mix. Under ~~the~~ terms of the orders, the exact mix and pricing will be determined in the future, which may impact backlog. Marine backlog as of February ~~29, 2020~~28, 2021 was ~~$59~~$53 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. ~~We cannot guarantee that our reported backlog will convert to revenue~~

COVID-19 and the Downturn in ~~any particular period, if at all.~~Global Economic Activity

We ~~expect that~~continue to actively monitor and manage the impacts on our business of the COVID-19 coronavirus pandemic, the significant decline in global economic activity and ~~the related~~ governmental ~~reaction will negatively impact our~~reactions to these historic events (COVID-19 Events).

Our manufacturing and service facilities continue regular operations. We function as an essential infrastructure business including our liquidity and financial position, results of operations, stock price and ability to convert backlog to revenue among other negative impacts. These risks to our business are more fully described in Part II, item 1A “Risk Factors” of this Quarterly Report on Form 10-Q. We are closely monitoring the impact of COVID-19 on all aspects of our business. COVID-19 emerged in Asia at the end of calendar year 2019. Because we have no operations in Asia, the negative impact of COVID-19 did not materially impact our financial condition and results of operations during our quarter ended February 29, 2020. Our business operates within a critical infrastructure sector as establishedunder guidance issued by the ~~Cybersecurity & Infrastructure Security Agency of the~~U.S. Department of Homeland Security. ~~Thus, as~~Similar guidelines and authorities exist in other nations where we operate. Since the emergence of ~~the date of the filing of this Quarterly Report~~COVID-19, our ~~manufacturing, repair shops, and wheel shops~~facilities in the ~~United States generally are~~U.S. have been permitted to continue to operate subject to enhanced safety protocols, both voluntary and government mandated, that ~~are aimed~~aim to protect the health of our ~~workforce.~~workforce and the residents of the communities in which our facilities are located. The situation is similar in our ~~manufacturing~~ facilities ~~and shops~~ in Mexico, Europe, Brazil and Turkey which also have ~~continued~~been permitted by applicable governmental authorities to operate subject to enhanced health and safety protocols. ~~At this time, while we have identified risks discussed~~

As described in Part II, Item 2A1A “Risk Factors” of this Quarterly Report on Form 10-Q, COVID-19 Events 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 ~~specifically~~when, how, or with what magnitude COVID-19 Events, in combination with the ~~COVID-19 coronavirus pandemic and related governmental reaction~~Cyclical Downturn, will negatively impact our business due to numerous uncertainties, including the duration of the pandemic, the impact to our customers, suppliers and employees, actions that may be taken by governmental authorities, including preventing or curtailing the operations of our plants and/or shops, and other consequences. We expect that negative impacts related to the COVID-19 coronavirus pandemic will be reflected in our Quarterly Report on Form 10-Q for the quarter ended May 31, 2020.

In February 2021 we announced a refined leasing strategy to grow our owned portfolio of leased railcars built by Greenbrier by approximately $200 million per year. This will create an incremental annuity stream of tax-advantaged cash flows while reducing our exposure to the new railcar order and delivery cycle. We will execute this strategy through GBX Leasing, a newly formed joint venture in which we will own over 90%.

GBX Leasing commenced operations in March 2021 upon the closing of a $300 million non-recourse warehouse facility, and the conclusion of the initial sale and contribution of railcars and associated leases by Greenbrier valued at approximately $130 million.

GBX Leasing will be financed with non-recourse debt and is expected to be levered approximately 3:1 debt to equity. We intend that GBX Leasing will aggregate leased railcars to obtain permanent debt financing issued in connection with asset-backed securities. We will consolidate GBX Leasing for financial reporting purposes within the Leasing & Services segment. Greenbrier Management Services will provide management services to the GBX Leasing fleet.

Three Months Ended February ~~29, 2020~~28, 2021 Compared to the Three Months Ended February ~~28, 2019~~29, 2020

Revenue, cost of revenue, margin and ~~operating~~Earnings (loss) 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						Three Months Ended
(In thousands)	February 29, 2020			February 28, 2019			February 28, 2021			February 29, 2020
Revenue:
Manufacturing	$	489,943		$	476,019		$	202,094		$	489,943
Wheels, Repair & Parts		91,225			125,278			71,623			91,225
Leasing & Services		42,680			57,374			21,905			42,680
		623,848			658,671			295,622			623,848
Cost of revenue:
Manufacturing		422,309			442,996			201,771			422,309
Wheels, Repair & Parts		84,373			118,455			66,667			84,373
Leasing & Services		30,830			43,376			9,513			30,830
		537,512			604,827			277,951			537,512
Margin:
Manufacturing		67,634			33,023			323			67,634
Wheels, Repair & Parts		6,852			6,823			4,956			6,852
Leasing & Services		11,850			13,998			12,392			11,850
		86,336			53,844			17,671			86,336
Selling and administrative		54,597			47,892			43,425			54,597
Net gain on disposition of equipment		(6,697	)		(12,102	)		(27	)		(6,697	)
Earnings from operations		38,436			18,054
Earnings (loss) from operations								(25,727	)		38,436
Interest and foreign exchange		12,609			9,237			9,568			12,609
Earnings before income taxes and earnings (loss) from unconsolidated affiliates		25,827			8,817
Income tax expense		(7,463	)		(2,248	)
Earnings before earnings (loss) from unconsolidated affiliates		18,364			6,569
Earnings (loss) before income taxes and earnings (loss) from unconsolidated affiliates								(35,295	)		25,827
Income tax benefit (expense)								21,752			(7,463	)
Earnings (loss) before earnings (loss) from unconsolidated affiliates								(13,543	)		18,364
Earnings (loss) from unconsolidated affiliates		1,651			(786	)		(378	)		1,651
Net earnings		20,015			5,783
Net earnings attributable to noncontrolling interest		(6,386	)		(3,018	)
Net earnings attributable to Greenbrier	$	13,629		$	2,765
Diluted earnings per common share	$	0.41		$	0.08
Net earnings (loss)								(13,921	)		20,015
Net (earnings) loss attributable to noncontrolling interest								4,856			(6,386	)
Net earnings (loss) attributable to Greenbrier							$	(9,065	)	$	13,629
Diluted earnings (loss) per common share							$	(0.28	)	$	0.41

Performance for our segments is evaluated based on ~~Earnings from operations (operating profit).~~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~~benefit (expense) for either external or internal reporting purposes.

	Three Months Ended						Three Months Ended
(In thousands)	February 29, 2020			February 28, 2019			February 28, 2021			February 29, 2020
Operating profit (loss):
Manufacturing	$	46,105		$	13,990		$	(17,216	)	$	46,105
Wheels, Repair & Parts		3,320			2,823			2,433			3,320
Leasing & Services		12,793			21,030			6,420			12,793
Corporate		(23,782	)		(19,789	)		(17,364	)		(23,782	)
	$	38,436		$	18,054		$	(25,727	)	$	38,436

	Three Months Ended												Three Months Ended
(In thousands)	February 29, 2020			February 28, 2019			Increase (Decrease)			% Change			February 28, 2021			February 29, 2020			Increase (Decrease)			% Change
Revenue	$	623,848		$	658,671		$	(34,823	)		(5.3	%)	$	295,622		$	623,848		$	(328,226	)		(52.6	%)
Cost of revenue	$	537,512		$	604,827		$	(67,315	)		(11.1	%)	$	277,951		$	537,512		$	(259,561	)		(48.3	%)
Margin (%)		13.8	%		8.2	%		5.6	%	*				6.0	%		13.8	%		(7.8	%)	*
Net earnings attributable to Greenbrier	$	13,629		$	2,765		$	10,864			392.9	%
Net earnings (loss) attributable to Greenbrier													$	(9,065	)	$	13,629		$	(22,694	)		(166.5	%)

As of July 26, 2019, the consolidated results included the results of the manufacturing business of ARI. This increased revenue and cost of revenue for the three months ended February 29, 2020 compared to the prior year.

Through our integrated business model, we provide a broad range of custom products and services in each of our segments, which have various average 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 ~~5.3%~~52.6% decrease in revenue for the three months ended February ~~29, 2020~~28, 2021 as compared to the three months ended February ~~28, 2019~~29, 2020 was primarily due to a ~~27.2%~~58.8% decrease in ~~Wheels, Repair & Parts revenue from lower wheelset, component and parts volumes due to lower demand, lower repair revenue from four fewer shops in the current period and a~~Manufacturing revenue. The decrease in ~~scrap metal pricing.~~Manufacturing revenue was primarily attributed to a 54.1% decrease in railcar deliveries.

The ~~11.1%~~48.3% decrease in cost of revenue for the three months ended February ~~29, 2020~~28, 2021 as compared to the three months ended February ~~28, 2019~~29, 2020 was primarily due to a ~~28.8%~~52.2% decrease in ~~Wheels, Repair & Parts~~Manufacturing cost of revenue. The decrease in Manufacturing cost of revenue ~~from lower costs associated with~~was primarily attributed to a ~~reduction~~54.1% decrease in ~~wheelset, component and parts volumes and four fewer repair shops in the current period.~~railcar deliveries. The decrease in cost of revenue was also due to a ~~4.7% decline~~69.1% decrease in ~~Manufacturing~~Leasing & Services cost of revenue primarily ~~attributed~~due to a ~~17.8%~~ decrease in the volume of ~~railcar deliveries.~~railcars sold that we purchased from third parties.

Margin as a percentage of revenue was ~~13.8%~~6.0% and ~~8.2%~~13.8% for the three months ended February ~~29, 2020~~28, 2021 and February ~~28, 2019,~~29, 2020, respectively. The overall margin as a percentage of revenue was ~~positively~~negatively impacted by ~~an increase~~a decrease in Manufacturing margin to ~~13.8%~~0.2% from ~~6.9%~~13.8% primarily attributed to ~~a change~~operating at lower volumes and increased costs associated with operating our manufacturing facilities in ~~product mix and a customer order contract modification fee received~~the COVID-19 pandemic during the three months ended February ~~29, 2020.~~28, 2021.

Net earnings (loss) attributable to Greenbrier is impacted by our operating activities and noncontrolling interest associated with our 50% joint ventures at certain of our Mexican railcar manufacturing facilities and our 75% interest in Greenbrier-Astra Rail, both of which we consolidate for financial reporting purposes. The ~~$10.9~~$22.7 million ~~increase~~decrease in ~~Net~~net earnings attributable to Greenbrier for the three months ended February ~~29, 2020~~28, 2021 as compared to the three months ended February ~~28, 2019~~29, 2020 was primarily attributable to ~~an increase~~a decrease in the after-tax margin ~~from~~due to a ~~change~~reduction in ~~product mix~~railcar deliveries. This was partially offset by a decrease in Selling and administrative expense, a large tax benefit as a result of the ~~contract modification fee received during~~net loss and relief allowable under the Coronavirus Aid, Relief, and Economic Security (CARES) Act, and a net loss attributable to noncontrolling interest in the current quarter, which is added to Net earnings (loss). Net earnings (loss) attributable to noncontrolling interest 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.

Manufacturing revenue decreased $287.8 million or 58.8% for the three months ended February 28, 2021 compared to the three months ended February 29, 2020. This was partially offset by an increase in Selling and administrative expense from higher employee related costs and the addition of the manufacturing business of ARI selling and administrative costs. The ~~increase in Net earnings attributable to Greenbrier was also partially offset by a~~ decrease ~~in Net gain on disposition of equipment.~~

As of July 26, 2019, the Manufacturing segment included the results of the manufacturing business of ARI which is consolidated for financial reporting purposes. This increased Manufacturing revenue and cost of revenue for the three months ended February 29, 2020 compared to the prior year.

~~Manufacturing revenue increased $13.9 million or 2.9% for the three months ended February 29, 2020 compared to the three months ended February 28, 2019. The increase~~ in revenue was primarily attributed to a ~~change~~54.1% decrease in ~~product mix and~~railcar deliveries. In addition, the prior year included a $12.9 million customer order contract modification fee received during the three months ended February 29, 2020. ~~These were partially offset by a 17.8% decrease in railcar deliveries.~~

Manufacturing cost of revenue decreased $220.5 million or 52.2% for the three months ended February ~~29, 2020 included $107.2 million in revenue associated with the acquired manufacturing business of ARI.~~

~~Manufacturing cost of revenue decreased $20.7 million or 4.7% for the three months ended February 29, 2020~~28, 2021 compared to the three months ended February ~~28, 2019.~~29, 2020. The decrease in cost of revenue was primarily attributed to a ~~17.8%~~54.1% decrease in the volume of railcar deliveries partially offset by a change in product mix. Manufacturing cost of revenue for the three months ended February 29, 2020 included $104.9 million in costs associated with the acquired manufacturing business of ARI.deliveries.

Manufacturing margin as a percentage of revenue ~~increased 6.9%~~decreased 13.6% for the three months ended February ~~29, 2020~~28, 2021 compared to ~~the three months ended February 28, 2019. The increase was primarily attributed to a change in product mix and the contract modification fee received during~~ the three months ended February 29, 2020. The decrease in margin percentage was primarily attributed to operating at lower volumes and increased costs associated with operating our manufacturing facilities in the COVID-19 pandemic during the three months ended February 28, 2021.

Manufacturing ~~margin as a percentage of revenue~~operating profit decreased $63.3 million or 137.3% for the three months ended February 28, ~~2019 was negatively impacted by railcar contract loss accruals in the prior year.~~

~~Manufacturing operating profit increased $32.1 million or 229.6% for the three months ended February 29, 2020~~2021 compared to the three months ended February ~~28, 2019.~~29, 2020. The ~~increase~~decrease in operating profit was primarily attributed to a ~~change~~decrease in ~~product mix~~railcar deliveries and increased costs associated with operating our manufacturing facilities during the ~~contract modification fee received~~COVID-19 pandemic during the three months ended February ~~29, 2020. Operating profit~~28, 2021. These were partially offset by a decrease in selling and administrative expense as part of our strategic cost control initiatives during the three months ended February 28, 2021.

Wheels, Repair & Parts revenue decreased $19.6 million or 21.5% for the three months ended February 28, ~~2019 was negatively impacted by railcar contract loss accruals in the prior year.~~

~~Wheels, Repair & Parts revenue decreased $34.1 million or 27.2% for the three months ended February 29, 2020~~2021 compared to the three months ended February ~~28, 2019.~~29, 2020. The decrease was primarily due to lower wheelset ~~component~~ and ~~parts~~component volumes due to lower ~~demand, lower repair revenue primarily from four fewer shops in the current period and a decrease~~demand. This was partially offset by higher revenues associated with an increase in scrap metal ~~pricing.~~pricing as we scrap wheels and other components and an increase in parts volumes.

Wheels, Repair & Parts cost of revenue decreased ~~$34.1~~$17.7 million or ~~28.8%~~21.0% for the three months ended February ~~29, 2020~~28, 2021 compared to the three months ended February ~~28, 2019.~~29, 2020. The decrease was primarily due to lower costs associated with a reduction in wheelset and component ~~and parts volumes and four fewer repair shops in the current period.~~volumes.

Wheels, Repair & Parts margin as a percentage of revenue ~~increased 2.1%~~decreased 0.6% for the three months ended February ~~29, 2020~~28, 2021 compared to the three months ended February ~~28, 2019.~~29, 2020. The ~~increase~~decrease in margin percentage was primarily attributed to ~~efficiencies~~operating at lower volumes and increased costs associated with operating our ~~repair shops in~~facilities during the ~~current period. In addition,~~COVID-19 pandemic during the three months ended February 28, ~~2019~~2021. This was ~~negatively impacted~~partially offset by ~~costs associated with closing sites~~an increase in ~~our repair network. These factors which had a positive impact to~~ scrap metal pricing.

Wheels, Repair & Parts ~~margin as a percentage of revenue~~operating profit decreased $0.9 million or 26.7% for the three months ended February 28, 2021 compared to the ~~prior year,~~three months ended February 29, 2020. The decrease in operating profit was primarily attributed to a reduction in volumes and increased costs associated with operating our facilities during the COVID-19 pandemic. These were partially offset by a decrease in ~~scrap metal pricing for the three months ended February 29, 2020.~~

~~Wheels, Repair & Parts operating profit increased $0.5 million or 17.6% for the three months ended February 29, 2020 compared to~~selling and administrative expense as part of our strategic cost control initiatives during the three months ended February 28, ~~2019. The increase was primarily due to efficiencies at our repair shops in the current period.~~2021.

	Three Months Ended													Three Months Ended
(In thousands)	February 29, 2020			February 28, 2019			Increase (Decrease)				% Change			February 28, 2021			February 29, 2020			Increase (Decrease)			% Change
Revenue	$	42,680		$	57,374		$	(14,694	)	��		(25.6	%)	$	21,905		$	42,680		$	(20,775	)		(48.7	%)
Cost of revenue	$	30,830		$	43,376		$	(12,546	)			(28.9	%)	$	9,513		$	30,830		$	(21,317	)		(69.1	%)
Margin (%)		27.8	%		24.4	%		3.4	%		*				56.6	%		27.8	%		28.8	%	*
Operating profit ($)	$	12,793		$	21,030		$	(8,237	)			(39.2	%)	$	6,420		$	12,793		$	(6,373	)		(49.8	%)
Operating profit (%)		30.0	%		36.7	%		(6.7	%)		*				29.3	%		30.0	%		(0.7	%)	*

The Leasing & Services segment generates revenue from leasing railcars from its lease fleet, providing various management services, interim rent on leased railcars for syndication, and the sale of railcars purchased from third parties with the intent to resell. The gross proceeds from the sale of these railcars are recorded in revenue and the costs of purchasing these railcars are recorded in cost of revenue.

Leasing & Services revenue decreased ~~$14.7~~$20.8 million or ~~25.6%~~48.7% for the three months ended February ~~29, 2020~~28, 2021 compared to the three months ended February ~~28, 2019.~~29, 2020. The decrease was primarily attributed to a decrease in the sale of railcars which we had purchased from third parties with the intent to resell. ~~This was partially offset by higher average volume of rent-producing leased railcars for syndication.~~

Leasing & Services cost of revenue decreased ~~$12.5~~$21.3 million or ~~28.9%~~69.1% for the three months ended February ~~29, 2020~~28, 2021 compared to the three months ended February ~~28, 2019.~~29, 2020. The decrease was primarily due to a decrease in the volume of railcars sold that we purchased from third parties ~~partially offset by higher~~and lower transportation costs.

Leasing & Services margin as a percentage of revenue increased ~~3.4%~~28.8% for the three months ended February ~~29, 2020~~28, 2021 compared to the three months ended February ~~28, 2019.~~29, 2020. Margin as a percentage of revenue for the three months ended February 29, 2020 ~~benefited from fewer~~was negatively impacted by higher sales of railcars that we purchased from third parties which have lower margin percentages. ~~The increase in margin as a percentage of revenue was also due to a higher average volume of rent-producing leased railcars for syndication.~~

Leasing & Services operating profit decreased ~~$8.2~~$6.4 million or ~~39.2%~~49.8% for the three months ended February ~~29, 2020~~28, 2021 compared to the three months ended February ~~28, 2019.~~29, 2020. The decrease was primarily attributed to a ~~$5.4~~$6.3 million ~~decrease~~reduction in net gain on disposition of ~~equipment and a $2.1 million decrease in margin.~~equipment.

Three Months Ended

(In thousands)

February 29,

2020

February 28,

2019

Increase

(Decrease)

Change

February 28,

2021

February 29,

2020

Increase

(Decrease)

Change

Selling and administrative expense

54,597

47,892

6,705

14.0

43,425

54,597

(11,172

)

(20.5

Selling and administrative expense was $43.4 million or 14.7% of revenue for the three months ended February 28, 2021 compared to $54.6 million or 8.8% of revenue for the ~~three months ended February 29, 2020 compared to $47.9 million or 7.3% of revenue for the~~ prior comparable period. The ~~$6.7~~$11.2 million ~~increase~~decrease was primarily attributed to a ~~$5.3 million increase~~decline in employee related costs resulting from headcount reductions and ~~$2.8 million from the addition~~a decrease in other controllable spending categories as part of ~~the manufacturing business of ARI selling~~our strategic cost control and ~~administrative costs. These were partially offset by $2.1 million in transaction related costs incurred during the three months ended February 28, 2019.~~liquidity initiatives.

Net gain on disposition of equipment was ~~$6.7 million~~$27 thousand for the three months ended February ~~29, 2020~~28, 2021 compared to ~~$12.1~~$6.7 million for the prior comparable period.

Net gain on disposition of equipment primarily includes the sale of assets from our lease fleet (Equipment on operating leases, net) that are periodically sold in the normal course of business in order to ~~take advantage of market conditions~~accommodate customer demand and to manage risk and liquidity; and disposition of property, plant and equipment.

	Three Months Ended						Three Months Ended
(In thousands)	February 29, 2020		February 28, 2019		Increase (Decrease)		February 28, 2021			February 29, 2020		Increase (Decrease)
Interest and foreign exchange:
Interest and other expense	$	10,329	$	7,617	$	2,712	$	9,893		$	10,329	$	(436	)
Foreign exchange loss		2,280		1,620		660
Foreign exchange (gain) loss								(325	)		2,280		(2,605	)
	$	12,609	$	9,237	$	3,372	$	9,568		$	12,609	$	(3,041	)

The ~~$3.4~~$3.0 million ~~increase~~decrease in interest and foreign exchange expense from the prior comparable period was primarily attributed to ~~interest expense associated with our $300 million of senior term debt issued~~the change in ~~July 2019.~~ the Mexican Peso’s foreign exchange rate relative to the U.S. Dollar in the prior year.

For the three months ended February 28, 2021, we had an income tax benefit of $21.8 million on a pre-tax loss of $35.3 million. The tax benefit for the three months ended February 28, 2021 primarily related to accelerated depreciation and the impact of the CARES Act which allows us to carryback to years when tax rates were higher, resulting in a larger tax benefit. The tax benefit is derived from the tax rate differential between the 2016 rate of 35% and our current US Federal tax rate of 21%. The effective tax rate for the three months ended February 29, 2020 was 28.9% compared to 25.5% for the three months ended February 28, 2019. The increase in the effective rate from the prior year was primarily attributable to net unfavorable discrete items in the current quarter compared to net favorable discrete items in the prior comparable period. Excluding the impact of discrete items in both periods, the effective tax rate was 25.5% for the three months ended February 29, 2020 compared to 29.8% in the prior comparable period which decreased primarily due to the geographic mix of earnings..

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

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

~~Earnings~~Loss from unconsolidated affiliates was $0.4 million for the three months ended February 28, 2021 compared to earnings from unconsolidated affiliates of $1.7 million for the three months ended February 29, ~~2020 compared to a loss from unconsolidated affiliates of $0.8 million for the three months ended February 28, 2019.~~2020. The ~~increase~~decrease in earnings from unconsolidated affiliates was primarily related to a loss at our Brazil operations and a decrease in earnings from our investment in Axis, a joint venture that manufactures and sells axles to its joint venture partners. ~~We obtained our ownership interest in Axis as part of the acquisition of the manufacturing business of ARI on July 26, 2019.~~

Net ~~earnings~~loss attributable to noncontrolling interest was ~~$6.4~~$4.9 million for the three months ended February ~~29, 2020~~28, 2021 compared to ~~$3.0~~Net earnings attributable to noncontrolling interest $6.4 million in the prior comparable period, which primarily represents our joint venture partner's share in the results of operations of our Mexican railcar manufacturing joint ~~venture,~~ventures, adjusted for intercompany sales, and our European partner’s share of the results of our European operations.

Six Months Ended February ~~29, 2020~~28, 2021 Compared to the Six Months Ended February ~~28, 2019~~29, 2020

	Six Months Ended						Six Months Ended
(In thousands)	February 29, 2020			February 28, 2019			February 28, 2021			February 29, 2020
Revenue:
Manufacturing	$	1,147,310		$	947,808		$	510,816		$	1,147,310
Wheels, Repair & Parts		177,833			233,821			137,179			177,833
Leasing & Services		68,064			81,565			50,616			68,064
		1,393,207			1,263,194			698,611			1,393,207
Cost of revenue:
Manufacturing		1,004,221			860,801			482,661			1,004,221
Wheels, Repair & Parts		166,265			219,433			129,651			166,265
Leasing & Services		44,196			56,583			27,957			44,196
		1,214,682			1,136,817			640,269			1,214,682
Margin:
Manufacturing		143,089			87,007			28,155			143,089
Wheels, Repair & Parts		11,568			14,388			7,528			11,568
Leasing & Services		23,868			24,982			22,659			23,868
		178,525			126,377			58,342			178,525
Selling and administrative		108,961			98,324			87,132			108,961
Net gain on disposition of equipment		(10,656	)		(26,455	)		(949	)		(10,656	)
Earnings from operations		80,220			54,508
Earnings (loss) from operations								(27,841	)		80,220
Interest and foreign exchange		25,461			13,641			20,671			25,461
Earnings before income taxes and earnings (loss) from unconsolidated affiliates		54,759			40,867
Income tax expense		(13,457	)		(11,383	)
Earnings before earnings (loss) from unconsolidated affiliates		41,302			29,484
Earnings (loss) before income taxes and earnings (loss) from unconsolidated affiliates								(48,512	)		54,759
Income tax benefit (expense)								29,084			(13,457	)
Earnings (loss) before earnings (loss) from unconsolidated affiliates								(19,428	)		41,302
Earnings (loss) from unconsolidated affiliates		2,724			(319	)		(1,122	)		2,724
Net earnings		44,026			29,165
Net earnings attributable to noncontrolling interest		(22,728	)		(8,444	)
Net earnings attributable to Greenbrier	$	21,298		$	20,721
Diluted earnings per common share	$	0.64		$	0.63
Net earnings (loss)								(20,550	)		44,026
Net (earnings) loss attributable to noncontrolling interest								1,513			(22,728	)
Net earnings (loss) attributable to Greenbrier							$	(19,037	)	$	21,298
Diluted earnings (loss) per common share							$	(0.58	)	$	0.64

	Six Months Ended						Six Months Ended
(In thousands)	February 29, 2020			February 28, 2019			February 28, 2021			February 29, 2020
Operating profit (loss):
Manufacturing	$	99,248		$	50,845		$	(7,530	)	$	99,248
Wheels, Repair & Parts		4,434			6,070			2,233			4,434
Leasing & Services		22,570			38,543			12,310			22,570
Corporate		(46,032	)		(40,950	)		(34,854	)		(46,032	)
	$	80,220		$	54,508		$	(27,841	)	$	80,220

	Six Months Ended												Six Months Ended
(In thousands)	February 29, 2020			February 28, 2019			Increase (Decrease)			% Change			February 28, 2021			February 29, 2020			Increase (Decrease)			% Change
Revenue	$	1,393,207		$	1,263,194		$	130,013			10.3	%	$	698,611		$	1,393,207		$	(694,596	)		(49.9	%)
Cost of revenue	$	1,214,682		$	1,136,817		$	77,865			6.8	%	$	640,269		$	1,214,682		$	(574,413	)		(47.3	%)
Margin (%)		12.8	%		10.0	%		2.8	%	*				8.4	%		12.8	%		(4.4	%)	*
Net earnings attributable to Greenbrier	$	21,298		$	20,721		$	577			2.8	%
Net earnings (loss) attributable to Greenbrier													$	(19,037	)	$	21,298		$	(40,335	)		(189.4	%)

As of July 26, 2019, the consolidated results included the results of the manufacturing business of ARI. This increased revenue and cost of revenue for the six months ended February 29, 2020 compared to the prior year.

The ~~10.3% increase~~49.9% decrease in revenue for the six months ended February ~~29, 2020~~28, 2021 as compared to the six months ended February ~~28, 2019~~29, 2020 was primarily due to a ~~21.0% increase~~55.5% decrease in Manufacturing revenue. The decrease in Manufacturing revenue was primarily attributed to a ~~10.3% increase~~54.2% decrease in railcar ~~deliveries and~~deliveries. The decrease in revenue was also due to a ~~change in product mix. This was partially offset by a 23.9%~~22.9% decrease in Wheels, Repair & Parts revenue primarily due to lower wheelset, component and parts volumes due to lower ~~demand, lower repair revenue primarily from four fewer shops in the current year and a decrease in scrap metal pricing.~~demand.

The ~~6.8% increase~~47.3% decrease in cost of revenue for the six months ended February ~~29, 2020~~28, 2021 as compared to the six months ended February ~~28, 2019~~29, 2020 was primarily due to a ~~16.7% increase~~51.9% decrease in Manufacturing cost of revenue. The decrease in Manufacturing cost of revenue was primarily attributed to a ~~10.3% increase~~54.2% decrease in ~~the volume of~~ railcar deliveries. ~~This~~The decrease in cost of revenue was ~~partially offset by~~also due to a ~~24.2%~~22.0% decrease in Wheels, Repair & Parts cost of revenue primarily due to lower costs associated with a reduction in wheelset, component and parts ~~volumes and four fewer repair shops in the current period.~~volumes.

Margin as a percentage of revenue was ~~12.8%~~8.4% and ~~10.0%~~12.8% for the six months ended February ~~29, 2020~~28, 2021 and February ~~28, 2019,~~29, 2020, respectively. The overall margin as a percentage of revenue was ~~positively~~negatively impacted by ~~an increase~~a decrease in Manufacturing margin to ~~12.5%~~5.5% from ~~9.2%~~12.5% primarily attributed to ~~a change~~operating at lower volumes and increased costs associated with operating our manufacturing facilities in ~~product mix and a customer order contract modification fee received~~the COVID-19 pandemic during the six months ended February ~~29, 2020.~~28, 2021.

Net earnings (loss) attributable to Greenbrier is impacted by our operating activities and noncontrolling interest associated with our ~~50/50~~50% joint ~~venture~~ventures at ~~one~~certain of our Mexican railcar manufacturing facilities and our 75% interest in Greenbrier-Astra Rail, both of which we consolidate for financial reporting purposes. The ~~$0.6~~$40.3 million ~~increase~~decrease in ~~Net~~net earnings attributable to Greenbrier for the six months ended February ~~29, 2020~~28, 2021 as compared to the ~~prior comparable period~~six months ended February 29, 2020 was primarily attributable to ~~an increase~~a decrease in the after-tax margin due to a ~~higher volume of~~reduction in railcar deliveries. This was partially offset by ~~higher Net earnings attributable to noncontrolling interest. The higher Net earnings~~a decrease in Selling and administrative expense, a large tax benefit as a result of the net loss and relief allowable under the CARES act, and a net loss attributable to noncontrolling interest ~~was a result~~in the current year, which is added to Net earnings (loss). Net earnings (loss) attributable to noncontrolling interest represents our joint venture partner's share in the results of operations of our Mexican railcar manufacturing ~~50/50~~ joint ~~venture operating at higher volumes~~ventures, adjusted for intercompany sales, and ~~margins.~~our European partner’s share of the results of our European operations.

	Six Months Ended												Six Months Ended
(In thousands)	February 29, 2020			February 28, 2019			Increase (Decrease)			% Change			February 28, 2021			February 29, 2020			Increase (Decrease)			% Change
Revenue	$	1,147,310		$	947,808		$	199,502			21.0	%	$	510,816		$	1,147,310		$	(636,494	)		(55.5	%)
Cost of revenue	$	1,004,221		$	860,801		$	143,420			16.7	%	$	482,661		$	1,004,221		$	(521,560	)		(51.9	%)
Margin (%)		12.5	%		9.2	%		3.3	%	*				5.5	%		12.5	%		(7.0	%)	*
Operating profit ($)	$	99,248		$	50,845		$	48,403			95.2	%
Operating profit (%)		8.7	%		5.4	%		3.3	%	*
Operating profit (loss) ($)													$	(7,530	)	$	99,248		$	(106,778	)		(107.6	%)
Operating profit (loss) (%)														(1.5	%)		8.7	%		(10.2	%)	*
Deliveries		9,600			8,700			900			10.3	%		4,400			9,600			(5,200	)		(54.2	%)

~~As of July 26, 2019, the Manufacturing segment included the results of the manufacturing business of ARI which is consolidated for financial reporting purposes. This increased~~ Manufacturing revenue ~~and cost of revenue~~decreased $636.5 million or 55.5% for the six months ended February ~~29, 2020 compared to the prior year.~~

~~Manufacturing revenue increased $199.5 million or 21.0% for the six months ended February 29, 2020~~28, 2021 compared to the six months ended February ~~28, 2019.~~29, 2020. The ~~increase~~decrease in revenue was primarily attributed to a ~~10.3% increase~~54.2% decrease in railcar ~~deliveries and a change in product mix.~~ deliveries.

Manufacturing cost of revenue decreased $521.6 million or 51.9% for the six months ended February ~~29, 2020 included $210.7 million in revenue associated with the acquired manufacturing business of ARI.~~

~~Manufacturing cost of revenue increased $143.4 million or 16.7% for the six months ended February 29, 2020~~28, 2021 compared to the six months ended February ~~28, 2019.~~29, 2020. The ~~increase~~decrease in cost of revenue was primarily attributed to a ~~10.3% increase~~54.2% decrease in the volume of railcar deliveries. ~~Manufacturing cost of revenue for the six months ended February 29, 2020 included $211.1 million in costs associated with the acquired manufacturing business of ARI.~~

Manufacturing margin as a percentage of revenue ~~increased 3.3%~~decreased 7.0% for the six months ended February ~~29, 2020~~28, 2021 compared to the six months ended February ~~28, 2019.~~29, 2020. The ~~increase~~decrease in margin percentage was primarily attributed to ~~a change~~operating at lower volumes and increased costs associated with operating our manufacturing facilities in ~~product mix and a $12.9~~the COVID-19 pandemic during the six months ended February 28, 2021.

Manufacturing operating profit decreased $106.8 million ~~customer order contract modification fee received during~~or 107.6% for the six months ended February 28, 2021 compared to the six months ended February 29, 2020. ~~These were partially offset by operating inefficiencies at our recently acquired manufacturing facilities.~~

~~Manufacturing~~The decrease in operating profit was primarily attributed to a decrease in railcar deliveries and increased ~~$48.4 million or 95.2% for~~costs associated with operating our manufacturing facilities during the ~~six months ended February 29, 2020 compared to~~COVID-19 pandemic during the six months ended February 28, ~~2019. The increase was primarily attributed to an increase~~2021. These were partially offset by a decrease in selling and administrative expense as part of our strategic cost control initiatives during the ~~volume of railcar deliveries.~~

	Six Months Ended												Six Months Ended
(In thousands)	February 29, 2020			February 28, 2019			Increase (Decrease)			% Change			February 28, 2021			February 29, 2020			Increase (Decrease)			% Change
Revenue	$	177,833		$	233,821		$	(55,988	)		(23.9	%)	$	137,179		$	177,833		$	(40,654	)		(22.9	%)
Cost of revenue	$	166,265		$	219,433		$	(53,168	)		(24.2	%)	$	129,651		$	166,265		$	(36,614	)		(22.0	%)
Margin (%)		6.5	%		6.2	%		0.3	%	*				5.5	%		6.5	%		(1.0	%)	*
Operating profit ($)	$	4,434		$	6,070		$	(1,636	)		(27.0	%)	$	2,233		$	4,434		$	(2,201	)		(49.6	%)
Operating profit (%)		2.5	%		2.6	%		(0.1	%)	*				1.6	%		2.5	%		(0.9	%)	*

Wheels, Repair & Parts revenue decreased ~~$56.0~~$40.7 million or ~~23.9%~~22.9% for the six months ended February ~~29, 2020~~28, 2021 compared to the six months ended February ~~28, 2019.~~29, 2020. The decrease was primarily due to lower wheelset, component and parts volumes due to lower ~~demand, lower repair revenue primarily from four fewer shops in the current year and a decrease~~demand. This was partially offset by higher revenues associated with an increase in scrap metal ~~pricing.~~pricing as we scrap wheels and other components.

Wheels, Repair & Parts cost of revenue decreased ~~$53.2~~$36.6 million or ~~24.2%~~22.0% for the six months ended February ~~29, 2020~~28, 2021 compared to the six months ended February ~~28, 2019.~~29, 2020. The decrease was primarily due to lower costs associated with a reduction in wheelset, component and parts ~~volumes and four fewer repair shops in the current period.~~volumes.

Wheels, Repair & Parts margin as a percentage of revenue ~~increased 0.3%~~decreased 1.0% for the six months ended February ~~29, 2020~~28, 2021 compared to the six months ended February ~~28, 2019.~~29, 2020. The ~~increase~~decrease in margin percentage was primarily attributed to ~~efficiencies~~operating at lower volumes and increased costs associated with operating our ~~repair shops in~~facilities during the ~~current year. In addition,~~COVID-19 pandemic during the six months ended February 28, ~~2019~~2021. This was negatively impacted by costs associated with closing sites in our repair network. These factors which had a positive impact to Wheels, Repair & Parts margin as a percentage of revenue as compared to the prior year, were partially offset by ~~a decrease~~an increase in scrap metal ~~pricing for the six months ended February 29, 2020.~~pricing.

Wheels, Repair & Parts operating profit decreased ~~$1.6~~$2.2 million or ~~27.0%~~49.6% for the six months ended February ~~29, 2020~~28, 2021 compared to the six months ended February ~~28, 2019.~~29, 2020. The decrease in operating profit was primarily ~~due~~attributed to a reduction in volumes and increased costs associated with operating our facilities during the COVID-19 pandemic. These were partially offset by a decrease in ~~scrap metal pricing.~~selling and administrative expense as part of our strategic cost control initiatives during the six months ended February 28, 2021.

	Six Months Ended												Six Months Ended
(In thousands)	February 29, 2020			February 28, 2019			Increase (Decrease)			% Change			February 28, 2021			February 29, 2020			Increase (Decrease)			% Change
Revenue	$	68,064		$	81,565		$	(13,501	)		(16.6	%)	$	50,616		$	68,064		$	(17,448	)		(25.6	%)
Cost of revenue	$	44,196		$	56,583		$	(12,387	)		(21.9	%)	$	27,957		$	44,196		$	(16,239	)		(36.7	%)
Margin (%)		35.1	%		30.6	%		4.5	%	*				44.8	%		35.1	%		9.7	%	*
Operating profit ($)	$	22,570		$	38,543		$	(15,973	)		(41.4	%)	$	12,310		$	22,570		$	(10,260	)		(45.5	%)
Operating profit (%)		33.2	%		47.3	%		(14.1	%)	*				24.3	%		33.2	%		(8.9	%)	*

Leasing & Services revenue decreased ~~$13.5~~$17.4 million or ~~16.6%~~25.6% for the six months ended February ~~29, 2020~~28, 2021 compared to the six months ended February ~~28, 2019.~~29, 2020. The decrease was primarily attributed to a decrease in the sale of railcars which we had purchased from third parties with the intent to ~~resell. This was partially offset by higher average volume of rent-producing~~resell and lower interim rent on leased railcars for ~~syndication.~~syndication during the six months ended February 28, 2021.

Leasing & Services cost of revenue decreased ~~$12.4~~$16.2 million or ~~21.9%~~36.7% for the six months ended February ~~29, 2020~~28, 2021 compared to the six months ended February ~~28, 2019.~~29, 2020. The decrease was primarily due to a decrease in the volume of railcars sold that we purchased from third parties ~~partially offset by higher~~and lower transportation costs.

Leasing & Services margin as a percentage of revenue increased ~~4.5%~~9.7% for the six months ended February ~~29, 2020~~28, 2021 compared to the six months ended February ~~28, 2019.~~29, 2020. Margin as a percentage of revenue for the six months ended February ~~29,~~28, 2020 ~~benefited from fewer~~was negatively impacted by higher sales of railcars that we purchased from third parties which have lower margin percentages. ~~The increase in margin~~Margin as a percentage of revenue was ~~also due to a higher average volume of rent-producing~~negatively impacted during the three months ended February 28, 2021 by lower interim rent on leased railcars for syndication.

Leasing & Services operating profit decreased ~~$16.0~~$10.3 million or ~~41.4%~~45.5% for the six months ended February ~~29, 2020~~28, 2021 compared to the six months ended February ~~28, 2019.~~29, 2020. The decrease was primarily attributed to a ~~$12.9~~$9.3 million ~~decrease~~reduction in net gain on disposition of equipment.

Six Months Ended

(In thousands)

February 29,

2020

February 28,

2019

Increase

(Decrease)

Change

February 28,

2021

February 29,

2020

Increase

(Decrease)

Change

Selling and administrative expense

108,961

98,324

10,637

10.8

87,132

108,961

(21,829

)

(20.0

Selling and administrative expense was ~~$109.0~~$87.1 million or ~~7.8%~~12.5% of revenue for the six months ended February ~~29, 2020~~28, 2021 compared to ~~$98.3~~$109.0 million or 7.8% of revenue for the prior comparable period. The ~~$10.6~~$21.8 million ~~increase~~decrease was primarily attributed to a ~~$6.3 million increase~~decline in employee related costs resulting from headcount reductions and ~~$5.8 million from the addition~~a decrease in other controllable spending categories as part of ~~the manufacturing business of ARI selling~~our strategic cost control and ~~administrative costs. These were partially offset by $2.6 million in transaction related costs incurred during six months ended February 28, 2019.~~liquidity initiatives.

Net gain on disposition of equipment was ~~$10.7~~$0.9 million for the six months ended February ~~29, 2020~~28, 2021 compared to ~~$26.5~~$10.7 million for the prior comparable period.

	Six Months Ended							Six Months Ended
(In thousands)	February 29, 2020		February 28, 2019			Increase (Decrease)		February 28, 2021		February 29, 2020		Increase (Decrease)
Interest and foreign exchange:
Interest and other expense	$	20,568	$	14,782		$	5,786	$	20,393	$	20,568	$	(175	)
Foreign exchange (gain) loss		4,893		(1,141	)		6,034
Foreign exchange loss									278		4,893		(4,615	)
	$	25,461	$	13,641		$	11,820	$	20,671	$	25,461	$	(4,790	)

The ~~$11.8~~$4.8 million ~~increase~~decrease in interest and foreign exchange expense from the prior comparable period was primarily attributed to ~~a $4.9 million~~the change in the Mexican Peso’s foreign exchange rate relative to the U.S. Dollar in the prior year.

For the six months ended February 28, 2021, we had an income tax benefit of $29.1 million on a pre-tax loss of $48.5 million. The tax benefit for the six months ended February ~~29, 2020 compared~~28, 2021 primarily related to accelerated depreciation and the impact of the CARES Act which allows us to carryback to years when tax rates were higher, resulting in a ~~$1.1 million foreign exchange gain in~~larger tax benefit. The tax benefit is derived from the ~~prior comparable period. The change in foreign exchange (gain) loss was primarily attributed to~~tax rate differential between the ~~change in the Mexican Peso relative to the U.S. Dollar. The increase in interest~~2016 rate of 35% and ~~foreign exchange expense was also due to interest expense associated with~~ our ~~$300 million~~current US Federal tax rate of ~~senior term debt issued in July 2019.~~

21%. The effective tax rate for the six months ended February 29, 2020 was 24.6% compared to 27.9% for the six months ended February 28, 2019. The decrease in the effective rate from the prior year was primarily attributable to net favorable discrete items for the six months ended February 29, 2020 compared to net unfavorable discrete items in the prior comparable period. Excluding the impact of discrete items in both periods, the effective tax rate was 24.7% for the six months ended February 29, 2020 compared to 25.5% in the prior comparable period which decreased primarily due to the geographic mix of earnings..

~~Earnings~~Loss from unconsolidated affiliates was $1.1 million for the six months ended February 28, 2021 compared to earnings from unconsolidated affiliates of $2.7 million for the six months ended February 29, ~~2020 compared to a loss from unconsolidated affiliates of $0.3 million for the six months ended February 28, 2019.~~2020. The ~~increase~~decrease in earnings from unconsolidated affiliates was primarily related to a loss at our Brazil operations and a decrease in earnings from our investment in Axis, a joint venture that manufactures and sells axles to its joint venture partners. ~~We obtained our ownership interest in Axis as part of the acquisition of the manufacturing business of ARI on July 26, 2019.~~

Net ~~earnings~~loss attributable to noncontrolling interest was ~~$22.7~~$1.5 million for the six months ended February ~~29, 2020~~28, 2021 compared to ~~$8.4~~Net earnings attributable to noncontrolling interest of $22.7 million in the prior comparable period, which primarily represents our joint venture partner's share in the results of operations of our Mexican railcar manufacturing joint ~~venture,~~ventures, adjusted for intercompany sales, and our European partner’s share of the results of our European operations.

	Six Months Ended						Six Months Ended
(In thousands)	February 29, 2020			February 28, 2019			February 28, 2021			February 29, 2020
Net cash used in operating activities	$	(133,174	)	$	(146,622	)	$	(94,774	)	$	(133,174	)
Net cash provided by (used in) investing activities		10,766			(43,704	)		(34,006	)		10,766
Net cash provided by (used in) financing activities		(34,787	)		13,111
Net cash used in financing activities								(114,597	)		(34,787	)
Effect of exchange rate changes		(2,824	)		825			3,403			(2,824	)
Decrease in cash and cash equivalents and restricted cash	$	(160,019	)	$	(176,390	)	$	(239,974	)	$	(160,019	)

We have been financed through cash generated from operations and borrowings. At February ~~29, 2020,~~28, 2021, cash and cash equivalents and restricted cash were ~~$178.5~~$602.1 million, a decrease of ~~$160.0~~$240.0 million from ~~$338.5~~$842.1 million at August 31, ~~2019.~~2020.

The change in cash used in operating activities for the six months ended February ~~29, 2020~~28, 2021 compared to the six months ended February ~~28, 2019~~29, 2020 was primarily due to a favorable net change in ~~cash flows associated with~~working capital and leased railcars for syndication ~~and~~partially offset by a net ~~change in working capital.~~loss during the six months ended February 28, 2021 due to lower volumes of operating activities.

Cash provided by (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 in cash provided by (used in) investing activities for the six months ended February ~~29, 2020~~28, 2021 compared to the six months ended February ~~28, 2019~~29, 2020 was primarily attributable to a ~~decrease~~reduction in proceeds from the sale of assets and an increase in capital expenditures.

Capital expenditures totaled ~~$40.8~~$50.4 million and ~~$98.2~~$40.8 million for the six months ended February ~~29, 2020~~28, 2021 and February ~~28, 2019, respectively. Manufacturing capital expenditures were approximately $31.6 million and $40.5 million for the six months ended February~~ 29, 2020, ~~and February 28, 2019,~~ respectively. Capital expenditures for ~~Manufacturing are expected to be approximately $60 million in 2020 and~~2021 primarily relate to ~~enhancements~~additions to our lease fleet and on-going investments into the safety and productivity of our existing manufacturing facilities. Wheels, Repair & Parts capital expenditures were approximately $4.3 million and $3.2 million for the six months ended February 29, 2020 and February 28, 2019, respectively. Capital expenditures for Wheels, Repair & Parts are expected to be approximately $10 million in 2020 for enhancements of our existing facilities. Leasing & Services and corporate capital expenditures were approximately ~~$4.9~~$35.8 million and ~~$54.5~~$4.9 million for the six months ended February 28, 2021 and February 29, 2020, respectively. Manufacturing capital expenditures were approximately $10.1 million and $31.6 million for the six months ended February 28, 2021 and February ~~28, 2019,~~29, 2020, respectively. ~~Leasing~~Wheels, Repair & ~~Services and corporate~~Parts capital expenditures ~~for 2020 are expected to be~~were approximately ~~$25 million. Proceeds from sales of leased railcar equipment are expected to be $90~~$4.5 million and $4.3 million for ~~2020. Assets from our lease fleet are periodically sold in~~ the ~~normal course of business in order to take advantage of market conditions~~six months ended February 28, 2021 and ~~to manage risk and liquidity.~~ February 29, 2020, respectively.

Proceeds from the sale of assets, which primarily related to sales of railcars from our lease fleet within Leasing & Services, were approximately ~~$41.8~~$11.3 million and ~~$63.9~~$41.8 million for the six months ended February 28, 2021 and February 29, 2020, respectively. Assets from our lease fleet are periodically sold in the normal course of business to accommodate customer demand and ~~February 28, 2019, respectively.~~to manage risk and liquidity.

The change in cash ~~provided by (used in)~~used in financing activities for the six months ended February ~~29, 2020~~28, 2021 compared to the six months ended February ~~28, 2019~~29, 2020 was primarily attributed to ~~a decrease in the proceeds~~repayments of ~~debt, net of repayments and a change in the net activities with joint venture partners.~~debt.

A quarterly dividend of $0.27 per share was declared on April ~~1, 2020.~~6, 2021.

The Board of Directors has authorized our company to repurchase shares of our common stock. ~~In January 2019, the~~The share repurchase program has an expiration date of ~~this share repurchase program was extended from March~~January 31, ~~2019 to March 31, 2021 and the~~2023. The amount remaining for repurchase was ~~increased from $88~~$100 million ~~to $100 million.~~as of February 28, 2021. Under the share repurchase program, shares of common stock may be purchased on the open market or through privately negotiated transactions from time to time. The timing and amount of purchases will be 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. There were no shares repurchased under the share repurchase program during the six months ended February 28, 2021 and February 29, 2020.

Senior secured credit facilities, consisting of three components, aggregated to ~~$706.0~~$738.8 million as of February ~~29, 2020.~~28, 2021. We had an aggregate of ~~$451.1~~$115.4 million available to draw down under committed credit facilities as of February ~~29, 2020.~~28, 2021. This amount consists of ~~$382.3~~$42.5 million available on the North American credit facility, ~~$18.8~~$33.9 million on the European credit facilities and ~~$50.0~~$39.0 million on the Mexican ~~railcar manufacturing joint venture~~ credit facilities.

As of February ~~29, 2020,~~28, 2021, a $600.0 million revolving line of credit, maturing June 2024, secured by substantially all of our assets in the U.S. not otherwise pledged as security for term loans, was available to provide working capital and interim financing of equipment, principally for the Company’s U.S. and Mexican operations. Advances under this facility bear interest at LIBOR plus 1.50% or Prime plus 0.50% 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.

As of February ~~29, 2020,~~28, 2021, lines of credit totaling ~~$56.0~~$68.8 million secured by certain of our European assets, with variable rates that range from Warsaw Interbank Offered Rate (WIBOR) plus ~~1.1%~~1.2% to WIBOR plus 1.5% and Euro Interbank Offered Rate (EURIBOR) plus 1.1%, were available for working capital needs of our European manufacturing operations. The European lines of credit include ~~a $14.0~~$35.0 million ~~facility~~of facilities which isare guaranteed by us. European credit facilities are regularly renewed. Currently, these European credit facilities have maturities that range from June ~~2020~~2021 through ~~July 2021.~~September 2022.

As of February ~~29, 2020,~~28, 2021, our Mexican railcar manufacturing ~~joint venture~~operations had ~~two~~three lines of credit totaling ~~$50.0~~$70.0 million. The first line of credit provides up to $30.0 ~~million.~~million and matures in June 2024. Advances under this facility bear interest at LIBOR plus ~~2.0%. The Mexican railcar manufacturing joint venture will be able~~3.75% to ~~draw against this facility through March 2024.~~4.25%. The second line of credit provides up to ~~$20.0~~$35.0 million, of which we and our joint venture partner have each guaranteed 50%. Advances under this facility bear interest at LIBOR plus ~~2.0%~~3.75%. The Mexican railcar manufacturing joint venture will be able to draw amounts available under this facility through June 2021. The third line of credit provides up to $5.0 million and matures in September 2022. Advances under this facility bear interest at LIBOR plus 2.95% and are to be used for working capital needs.

As of February ~~29, 2020,~~28, 2021, outstanding commitments under the ~~$600.0 million revolving line of~~senior secured credit facilities consisted of ~~$27.5~~$27.9 million in letters of credit ~~which reduced our available~~and $210.0 million in borrowings under ~~this~~the North American credit facility, ~~and $37.2~~$34.8 million outstanding under the European credit facilities and $31.0 million outstanding under the Mexican credit facilities.

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 ~~capital~~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 ~~29, 2020,~~28, 2021, 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 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.

As of February 29, 2020, we had a $4.5 million note receivable from Amsted-Maxion Cruzeiro, our unconsolidated Brazilian castings and components manufacturer. This note receivable is included on the Consolidated Balance Sheet in Accounts receivable, net. In the future, we may make loans to or provide guarantees for Amsted-Maxion Cruzeiro or Greenbrier-Maxion, our unconsolidated Brazilian railcar manufacturer.

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 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.

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 uncertain tax positions based on whether evidence indicates that it is more likely than not that the position will be sustained on audit. It is inherently difficult and subjective to estimate such amounts, as this requires us to estimate the probability of various possible outcomes. We reevaluate these uncertain tax positions on a quarterly basis. 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 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.

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. If further developments in or resolution of an environmental matter result in facts and circumstances that are significantly different than the assumptions used to develop these reserves, the accrual for environmental remediation could be materially understated or overstated. 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. 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.

Revenue recognition - We measure revenue at the amounts that reflect the consideration to which we expect to be entitled in exchange for transferring control of goods and services to customers. We recognize revenue either at the point in time or over the period of time that performance obligations to customers are satisfied. Payment terms vary by segment and product type and are generally due within normal commercial terms. Our contracts with customers may include multiple performance obligations (e.g. railcars, maintenance, management services, etc.). For such arrangements, we allocate revenues to each performance obligation based on its relative standalone selling price. We have disaggregated revenue from contracts with customers into categories which describe the principal activities from which we generate our revenues.

Railcars are manufactured in accordance with contracts with customers. We recognize revenue upon our customers’ acceptance of the completed railcars at a specified delivery point. From time to time, we enter into multi-year supply agreements. Each railcar delivery is considered a distinct performance obligation, such that the amounts that are recognized as revenue following railcar delivery are generally not subject to change.

We typically recognize marine vessel manufacturing revenue over time using the cost input method, based on progress toward contract completion measured by actual costs incurred to date in relation to the estimate of total expected costs. This method best depicts our performance in completing the construction of the marine vessel for the customer and is consistent with the percentage of completion method used prior to the adoption of Topic ~~606.~~606: Contracts with Customers (Topic 606).

We operate a network of wheel, repair and parts shops in North America that provide complete wheelset reconditioning and railcar repair services.

Wheels revenue is recognized when wheelsets are shipped to the customer or when consumed by customers in the case of consignment arrangements. Parts revenue is recognized upon shipment of the parts to the customers.

Repair revenue is typically recognized over time using the cost input method, based on progress toward contract completion measured by actual costs incurred to date in relation to the estimate of total expected costs. This method best depicts our performance in repairing the railcars for the customer. Repair services are typically completed in less than 90 days.

We own a fleet of new and used railcars which are leased to third-party customers. Lease revenue is recognized over the lease-term in the period in which it is earned.

Syndication transactions represent new and used railcars which have been placed on lease to a customer and which we intend to sell to an investor with the lease attached. At the time of such sale, revenue and cost of revenue associated with railcars that we have manufactured are recognized in the Manufacturing segment; while revenue and cost of revenue associated with railcars which were obtained from a third-party with the intent to resell and subsequently sold, are recognized in the Leasing & Services segment.

We enter into multi-year contracts to provide management and maintenance services to customers for which revenue is generally recognized on a straight-line basis over the contract term as a stand-ready obligation. Costs to fulfill these contracts are recognized as incurred.

~~Impairment of long-lived assets~~ - When changes in circumstances indicate the carrying amount of certain long-lived assets may not be recoverable, the assets are evaluated for impairment. If the forecast of undiscounted future cash flows are less than the carrying amount of the assets, an impairment charge to reduce the carrying value of the assets to fair value would be recognized in the current period. These estimates are based on the best information available at the time of the impairment and could be materially different if circumstances change. If the forecast of undiscounted future cash flows exceeds the carrying amount of the assets it would indicate that the assets were not impaired.

Goodwill and acquired intangible assets - We periodically acquire businesses in purchase transactions in which the allocation of the purchase price may result in the recognition of goodwill and other intangible assets. The determination of the value of such intangible assets requires management to make estimates and assumptions. These estimates affect the amount of future period amortization and possible impairment charges.

Goodwill and indefinite-lived intangible assets are tested for impairment annually during the third quarter. The provisions of ASC 350 Intangibles – Goodwill and Other, require that we perform this test by comparing the fair value of each reporting unit with its carrying value. We determine the fair value of our reporting units based on a weighting of income and market approaches. Under the income approach, we calculate the fair value of a reporting unit based on the present value of estimated future cash flows which incorporates ~~expected revenue and margins~~forecasted revenues, long-term growth rate, gross margin percentages, operating expenses, short-term net working capital changes, other cash flows and the use of discount rates. Under the market approach, we estimate the fair value based on observed market multiples for comparable businesses. An impairment loss is recorded to the extent that the reporting unit’s carrying amount exceeds the reporting unit’s fair value. An impairment loss cannot exceed the total amount of goodwill allocated to the reporting unit. Goodwill and indefinite-lived intangible assets are also tested more frequently if changes in circumstances or the occurrence of events indicates that a potential impairment exists. When changes in circumstances,

such as a decline in the market price of our common stock, changes in demand or in the numerous variables associated with the judgments, assumptions and estimates made in assessing the appropriate valuation of goodwill indicate the carrying amount of certain indefinite lived assets may not be recoverable, the assets are evaluated for impairment. ~~If actual operating results~~

We performed our annual goodwill impairment test during the third quarter of 2020 and we concluded that goodwill was not impaired. The estimated fair value of goodwill in both the Europe Manufacturing and Wheels & Parts reporting units exceeded its carrying value by approximately 5% and 9%, respectively. Since the estimated fair values were ~~to differ from these assumptions, it~~not substantially in excess of their carrying values, we may ~~result in~~be at risk for an impairment loss in the future if expected profitability trends assumed in the fair value calculation are not realized.

~~Our~~ goodwill balance was ~~$129.7~~$132.7 million ~~as of February 29, 2020~~ of which ~~$86.4~~$89.4 million related to our Manufacturing segment and $43.3 million related to our Wheels, Repair & Parts 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 $32.8 million.

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 ~~forecast~~forecasted foreign currency sales and expenses. At February ~~29, 2020~~28, 2021 exchange rates, notional amounts of forward exchange contracts for the purchase of Polish Zlotys and the sale of ~~Euros and Pound Sterling;~~Euros; and the purchase of Mexican Pesos and the sale of U.S. Dollars aggregated to ~~$54.1~~$199.9 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 of 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 ~~29, 2020,~~28, 2021, net assets of foreign subsidiaries aggregated ~~$152.3~~$374.4 million and a 10% strengthening of the U.S. Dollar relative to the foreign currencies would result in a decrease in equity of ~~$15.2~~$37.4 million, or ~~1.2%~~3.0% 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 ~~$255.7~~$244.3 million of variable rate debt to fixed rate debt. As a result, we are exposed to interest rate risk relating to our revolving debt and a portion of term debt, which are at variable rates. At February ~~29, 2020, 65%~~28, 2021, 54% of our outstanding debt had fixed rates and ~~35%~~46% had variable rates. At February ~~29, 2020,~~28, 2021, a uniform 10% increase in variable interest rates would result in approximately ~~$0.5~~$0.8 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 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). 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 effective in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner, and (2) accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial and Accounting Officer, as appropriate to allow timely decisions regarding required disclosure.

There have been no changes in our internal control over financial reporting during the quarter ended February ~~29, 2020~~28, 2021 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 Consolidated Financial Statements, Part I of this ~~quarterly report.~~Quarterly Report on Form 10-Q.

This Form 10-Q should be read in conjunction with ~~the risk factors and information disclosed~~Part I Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended August 31, ~~2019. There~~2020 and our subsequent Quarterly Report on Form 10-Q. Except as set forth below, there have been no material changes in the ~~risk factors~~Risk Factors described in our Annual Report on Form 10-K for the year ended August 31, ~~2019, except for the risk factors below.~~2020 and subsequent Quarterly Report on Form 10-Q.

The COVID-19 coronavirus pandemic, ~~and the~~ governmental reaction to ~~COVID-19 most likely will have a material negative~~the pandemic, and related economic disruptions could negatively impact on our business, liquidity and financial position, results of operations, stock price, and ability to convert backlog to revenue.

The COVID-19 coronavirus outbreak continues to present risks to our business. While the approval in certain jurisdictions of one or more COVID-19 vaccinations has ~~been categorized as a global pandemic by the World Health Organization. As~~occurred, in many geographies, human mortality and morbidity ~~increase in numbers~~continues and ~~expand geographically,~~economic activity remains muted. The pandemic has not yet been contained and the number of its victims and the extent of negative impact on the global economy cannot be foreseen. Several of the ~~COVID-19 pandemic and related governmental responses have been wide ranging and multi-faceted including historically steep and rapid declines~~countries in ~~consumer activity in the geographic markets where~~which we operate widespread national or local “stay-at-home” orders and travel restrictions that reduce or prevent businesses in most of the world’s large economies from operating, disruptions in global supply chains, steep downturns and price volatility in equities markets, and concern that credit markets will not remain liquid.continue to be significantly negatively impacted by COVID-19.

We are unable to predict when, how, or with what magnitude COVID-19 and related events will negatively impact our business. We currently identify the ~~related governmental reaction~~following factors as the most ~~likely will have a material negative impact on~~significant risks to our business ~~liquidity, results of operations, and stock price~~ due to ~~the occurrence of some or all of the following events or circumstances among others:~~COVID-19, governmental actions, and economic conditions.

~~The COVID-19 pandemic has not yet been contained and the number of its victims and the extent of negative impact on the global economy cannot be foreseen at this time.~~

The longer the pandemic continues, the more likely that more of the foregoing risks will be realized and that other negative impacts on our business will occur, some of which we cannot now foresee. ~~Our~~

Failure to realize the anticipated benefits of our new leasing joint venture may adversely affect our business, ~~liquidity, financial position,~~ results of operations and ~~stock price most likely will be adversely impacted.~~financial position.

~~A change in~~On February 4, 2021, we announced a refined leasing strategy to grow our ~~product mix or decline in revenue due to shifts in demand or fluctuations in commodity and energy prices could have an adverse effect~~owned portfolio of leased railcars built by Greenbrier by approximately $200 million per year. The long-term success of our new leasing strategy depends on our ~~profitability.~~

~~We manufacture,~~ability to lease and ~~repair a variety of railcars. The demand for purchase,~~re-lease railcars at satisfactory lease ~~or syndication of specific types of~~rates, our ability to sell railcars into the secondary market at satisfactory prices, our ability to access credit at favorable interest rates and manage increased leverage, our ability to utilize tax benefits, obtain favorable tax treatment under the ~~mix of repair~~CARES Act, and ~~refurbishment work varies from time~~our ability to ~~time. Instability~~execute successfully our commercial strategies and ~~changes in~~relationships. If we do not manage these and other factors successfully, the ~~global economy, volatility in the industries that our products serve or adverse changes in the financial condition~~benefits of our customers could adversely impact the demand for our railcars. In addition, fluctuations in commodity and energy prices, including crude oil and gas prices, could negatively impact the activities of our customers resulting in a corresponding adverse effect on the demand for our products and services or their ability to meet their contractual obligations including making payments. A decline in oil prices can result from a number of factors including, among others, a decline in commercial activity caused by the COVID-19 coronavirus pandemic or oil producing countries increasing the global supply of oil over a sustained period of time. The demand for certain types of railcars generally declines if oil prices remain low relative to the cost of production. Sustained low oil prices can also lead to oil producers ceasing to operatenew leasing strategy may not be realized as going concerns thereby further reducing demand for certain types of railcars. These impacts could affect our results of operations and could have an adverse effect on our profitability. Demand for railcars that are used to transport crude oil and other energy related products is dependent on the demand for these commodities. Prices for oil and gas are subject to large fluctuations in response to relatively minor changes in the supply of, and demand for, oil and gas, market uncertainty and a variety of other economic factors that are beyond our control.anticipated.

The Board of Directors has authorized the Company to repurchase shares of the Company’s common stock. The share repurchase program has an expiration date of ~~March~~January 31, ~~2021 and the~~2023. The amount remaining for repurchase iswas $100 ~~million. Under the share repurchase program, shares~~million as of common stock may be purchased on the open market or through privately negotiated transactions from time to time. The timing and amount of purchases will be 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 the Company to acquire any specific number of shares in any period.

February 28, 2021. There were no shares repurchased under the share repurchase program during the three months ended February ~~29, 2020.~~28, 2021.

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	13
PART I.	FINANCIAL INFORMATION	4
Item 1.	Condensed Financial Statements	4
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of ~~Income~~Operations	5
	Condensed Consolidated Statements of Comprehensive Income (Loss)	6
	Condensed Consolidated Statements of Equity	7
	Condensed Consolidated Statements of Cash Flows	9
	Notes to Condensed Consolidated Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2625
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	46
Item 4.	Controls and Procedures	47
PART II.	OTHER INFORMATION	48
Item 1.	Legal Proceedings	48
Item 1A.	Risk Factors	48
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5049
Item 6.	Exhibits	5150
	Signatures	5251

(in thousands)
Accounts receivable, net	$	27,659
Inventories		98,053
Property, plant and equipment, net		225,045
Investments in unconsolidated affiliates		40,314
Intangibles and other assets, net		36,785
Goodwill		56,514
Total assets acquired		484,370
Total liabilities assumed		67,174
Net assets acquired	$	417,196

(in thousands)	Fair value		Weighted average estimated useful life (in years)
Trademarks and patents	$	19,500		9
Customer and supplier relationships		16,071		7
Identified intangible assets subject to amortization		35,571
Other identified intangible assets not subject to amortization		860
Total identified intangible assets	$	36,431

Weighted average remaining lease ~~term~~term:
Operating leases	~~14.4 years~~11.5 Years

Weighted average discount ~~rate~~rate:
Operating leases		3.2	%

	Three Months Ended
(In thousands, except railcar deliveries)	February 28, 2021			February 29, 2020			Increase (Decrease)			% Change
Revenue	$	202,094		$	489,943		$	(287,849	)		(58.8	%)
Cost of revenue	$	201,771		$	422,309		$	(220,538	)		(52.2	%)
Margin (%)		0.2	%		13.8	%		(13.6	%)	*
Operating profit (loss) ($)	$	(17,216	)	$	46,105		$	(63,321	)		(137.3	%)
Operating profit (loss) (%)		(8.5	%)		9.4	%		(17.9	%)	*
Deliveries		1,700			3,700			(2,000	)		(54.1	%)

Period	Total Number of Shares Purchased		Average Price Paid Per Share (Including Commissions)		Total Number of Shares Purchased as Part of Publically Announced Plans or Programs		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
December 1, 2019 – December 31, 2019		—		—		—	$	100,000,000
January 1, 2020 – January 31, 2020		—		—		—	$	100,000,000
February 1, 2020 – February 29, 2020		—		—		—	$	100,000,000
		—				—

10.1		The Greenbrier Companies, Inc. 2021 Stock Incentive Plan is incorporated herein by reference to Exhibit 99.1 to Registrant’s Form S-8 filed January 6, 2021.

10.2		Stock Incentive Grant Program for Non-Employee Directors under the 2021 Stock Incentive Plan.

10.3		Third Amendment dated as of January 27, 2021 to Amended and Restated Employment Agreement between Registrant and Mark Rittenbaum.

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 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.

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

		THE GREENBRIER COMPANIES, INC.

Date:	April ~~7, 2020~~6, 2021	By:	/s/ Adrian J. Downes
			Adrian J. Downes
			Senior Vice President,
			Chief Financial Officer and Chief Accounting Officer
			(Principal Financial Officer and Principal Accounting Officer)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company