GREENBRIER COMPANIES INC

Previous wording

Manufacturing - We design, build and market freight railcars in North America and Europe. We are also a leading provider of freight railcar wheel services, component parts, maintenance and retrofitting services in North America.

Current wording

Manufacturing - We design, build and market freight railcars in North America and Europe. We place railcars on lease to customers and sell the railcars with leases attached to investors. In addition, we are a leading provider of freight railcar wheel services, component parts, maintenance and retrofitting services in North America.

Previous wording

Leasing & Fleet Management - We own a lease fleet of railcars that originate primarily from our manufacturing operations. We offer railcar management, regulatory compliance services and leasing services to railroads and other railcar owners in North America. We also place railcars on lease to customers and sell the railcars with leases attached to investors.

Current wording

Leasing & Fleet Management - We own a lease fleet of railcars that originate primarily from our manufacturing operations. We offer railcar management, regulatory compliance services and leasing services to railroads and other railcar owners in North America.

Previous wording

We continue to operate in an environment characterized by ongoing macroeconomic uncertainty, including inflationary pressures, potential impacts from global trade tensions and tariffs and volatility in foreign exchange and interest rates. We believe that a sustained economic slowdown or continued supply chain disruption could significantly affect our operations and financial performance. Such developments could impact our business both directly and indirectly. Direct impacts may include higher costs for raw materials, labor and manufacturing inputs. Indirectly, a weaker macroeconomic environment could reduce demand for new railcar orders and leasing activity.

Current wording

We continue to operate in an environment characterized by macroeconomic uncertainty, including inflationary pressures, global trade tensions and tariffs, volatility in foreign exchange and interest rates and geopolitical instability. These conditions, along with the potential for a sustained economic slowdown or ongoing supply chain disruptions, could materially and adversely affect our operations and financial performance. Direct impacts may include increased costs for raw materials, labor, and manufacturing inputs, while indirect impacts may include reduced demand for new railcar orders and leasing activity.

Previous wording

We believe our results highlight our continued focus on our strategic plan as we remain focused on increasing recurring revenue, expanding aggregate gross margin and raising return on invested capital. Recurring revenue is defined as Leasing & Fleet Management revenue excluding the impact of syndication transactions.

Current wording

We continue to execute on our strategic plan of increasing recurring revenue, expanding aggregate gross margin and raising return on invested capital. Recurring revenue is defined as Leasing & Fleet Management revenue excluding the impact of syndication transactions.

Previous wording

Increased our owned lease fleet by 1,500 railcars, representing a 9.7% increase since August 31, 2024.

Current wording

Increased our owned lease fleet by 3,900 railcars, representing a 22.9% increase since August 31, 2025.

Previous wording

Our railcar backlog was 16,600 units with an estimated value of $2.2 billion as of August 31, 2025, with expected deliveries extending into 2027 and beyond. Our backlog includes approximately $460 million of railcars intended for syndication which are supported by lease agreements with external customers and may be syndicated to third parties or held in our lease fleet depending on a variety of factors. Approximately 12% of backlog units and estimated value as of August 31, 2025 was associated with our Brazilian manufacturing operation which is accounted for under the equity method.

Current wording

Our railcar backlog was 14,000 units with an estimated value of $2.1 billion as of August 31, 2026, with expected deliveries extending into 2028 and beyond. Our backlog includes approximately $740 million of railcars intended for syndication which are supported by lease agreements with external customers and may be syndicated to third parties or held in our lease fleet depending on a variety of factors. Approximately 9% of backlog units and 8% of estimated value as of August 31, 2026 were associated with our Brazilian manufacturing operations, which are accounted for under the equity method.

Previous wording

The 8.6% decrease in Revenue for the year ended August 31, 2025 as compared to the prior year was primarily due to an 8.5% decrease in deliveries. This was partially offset by a 7.2% increase in Leasing & Fleet Management Revenue primarily attributed to an increase in rents associated with growth of the fleet and improved lease rates.

Current wording

The 24.0% decrease in Revenue for the year ended August 31, 2026 as compared to the prior year was primarily due to a 31.9% decrease in deliveries partially offset by a change in railcar manufacturing product mix.

Previous wording

The 11.8% decrease in Cost of revenue for the year ended August 31, 2025 as compared to the prior year was primarily due to an 8.5% decrease in deliveries and operating efficiencies within our Manufacturing segment during the year ended August 31, 2025.

Current wording

The 19.2% decrease in Cost of revenue for the year ended August 31, 2026 as compared to the prior year was primarily due to a 31.9% decrease in deliveries partially offset by a change in railcar manufacturing product mix.

Previous wording

Margin percentage increased 2.9% for the year ended August 31, 2025 compared to the prior year primarily due to operating efficiencies in our Manufacturing segment.

Current wording

Margin percentage decreased 5.1% for the year ended August 31, 2026 compared to the prior year primarily due to an unfavorable change in railcar manufacturing product mix and operating at lower volumes in our Manufacturing segment.

Previous wording

The $44.0 million increase in Net earnings attributable to Greenbrier for the year ended August 31, 2025 as compared to the prior year was primarily due to the following:

Current wording

The $125.1 million decrease in Net earnings attributable to Greenbrier for the year ended August 31, 2026 as compared to the prior year was primarily due to the following:

Previous wording

$25.1 million decrease in Interest and foreign exchange expense primarily attributed to higher interest income and a $10.6 million increase in foreign exchange gain primarily due to the change in the Mexican Peso's foreign exchange rate relative to the U.S. Dollar during the year ended August 31, 2025.

Current wording

$10.7 million decrease in Interest and foreign exchange expense primarily attributed to higher interest income and the change in the Mexican Peso's and Brazilian Real's foreign exchange rates relative to the U.S. Dollar.

Previous wording

Our Manufacturing segment primarily generates revenue from manufacturing a wide range of railcar products and components and performing sustainable conversion services. Manufacturing also generates revenue by providing railcar maintenance services.

Current wording

Our Manufacturing segment primarily generates revenue from manufacturing a wide range of railcar products and components, syndication activity associated with leases attached to new railcar sales and performing sustainable conversion services. Manufacturing also generates revenue by providing railcar maintenance services.

Previous wording

Manufacturing Revenue decreased $321.2 million or 9.7% for the year ended August 31, 2025 compared to the prior year. The decrease was primarily attributed to an 8.5% decrease in deliveries during the year ended August 31, 2025.

Current wording

Manufacturing Earnings from operations decreased $256.6 million or 68.0% for the year ended August 31, 2026 compared to the prior year. The decrease was primarily attributed to a 31.9% decrease in deliveries during the year ended August 31, 2026.

Previous wording

The Leasing & Fleet Management segment generates revenue from leasing railcars from our lease fleet, providing various fleet management services, syndication activity associated with leases attached to new railcar sales, interim rent on leased railcars for syndication and the sale of railcars purchased from third parties with the intent to resell.

Current wording

The Leasing & Fleet Management segment generates revenue from leasing railcars from our lease fleet, providing various fleet management services and interim rent on leased railcars for syndication.

Previous wording

Leasing & Fleet Management Earnings from operations increased $21.6 million or 15.5% for the year ended August 31, 2025 compared to the prior year. The increase was primarily attributed to higher rents associated with a larger fleet and improved lease rates in addition to a $3.2 million increase in net gain on disposition of equipment from higher sales of assets from our lease fleet during the year ended August 31, 2025.

Current wording

Leasing & Fleet Management Earnings from operations increased $25.4 million or 22.3% for the year ended August 31, 2026 compared to the prior year. The increase was primarily attributed to an increase in net gain on disposition of equipment from higher sales of assets from our lease fleet and higher lease revenue associated with growth of the lease fleet and improved lease rates for the year ended August 31, 2026. This was partially offset by a decrease in interim rent on leased railcars for syndication during the year ended August 31, 2026.

Previous wording

Selling and administrative expense was $263.3 million or 8.1% of Revenue for the year ended August 31, 2025 and $247.1 million or 7.0% of Revenue for the year ended August 31, 2024.

Current wording

Selling and administrative expense was $228.5 million or 9.3% of Revenue for the year ended August 31, 2026 and $263.3 million or 8.1% of Revenue for the year ended August 31, 2025. The $34.8 million decrease was primarily attributed to lower incentive compensation and other employee-related costs during the year ended August 31, 2026.

Previous wording

Net gain on disposition of equipment was $15.9 million and $13.1 million for the years ended August 31, 2025 and 2024, respectively. The increase was primarily attributed to higher sales of assets from our lease fleet during the year ended August 31, 2025.

Current wording

Net gain on disposition of equipment was $38.4 million and $15.9 million for the years ended August 31, 2026 and 2025, respectively. The increase was primarily attributed to higher sales of assets from our lease fleet during the year ended August 31, 2026.

Previous wording

The $25.1 million decrease in Interest and foreign exchange expense during the year ended August 31, 2025 compared to the prior year was primarily attributed to higher interest income and a $10.6 million increase in foreign exchange gain primarily due to the change in the Mexican Peso's foreign exchange rate relative to the U.S. Dollar during the year ended August 31, 2025.

Current wording

The $10.7 million decrease in Interest and foreign exchange expense during the year ended August 31, 2026 compared to the prior year was primarily attributed to higher interest income and the change in the Mexican Peso's and Brazilian Real's foreign exchange rates relative to the U.S. Dollar during the year ended August 31, 2026.

Previous wording

In 2024, our Income tax expense was $62.0 million on $223.7 million of pre-tax earnings, resulting in an effective tax rate of 27.7%. This rate was higher than the U.S. statutory tax rate, primarily driven by the geographic mix of earnings and U.S. taxes on profits earned in foreign jurisdictions. These impacts were partially offset by favorable changes in foreign currency exchange rates affecting our U.S. Dollar denominated foreign operations.

Current wording

In 2026, our Income tax expense was $17.4 million on $78.6 million of pre-tax earnings, resulting in an effective tax rate of 22.1%. The effective tax rate exceeded the U.S. federal statutory rate primarily due to state income taxes, income subject to tax in both U.S. and foreign jurisdictions, increases in valuation allowances and nondeductible officer compensation. These items were partially offset by favorable changes in foreign currency exchange rates affecting U.S. Dollar denominated foreign operations, tax credits, excess tax benefits associated with stock-based compensation and interest earned on income tax refunds.

Previous wording

In 2025, our Income tax expense was $91.4 million on $284.4 million of pre-tax earnings, resulting in an effective tax rate of 32.1%. This rate was higher than the U.S. statutory tax rate due to several factors, including the geographic mix of earnings, state taxes, U.S. taxation of foreign branch operations, the Base Erosion and Anti-Abuse Tax (BEAT) and minimum taxes in certain foreign jurisdictions. These impacts were partially offset by favorable changes in foreign currency exchange rates affecting our U.S. Dollar denominated foreign operations.

Current wording

In 2025, our Income tax expense was $91.4 million on $284.4 million of pre-tax earnings, resulting in an effective tax rate of 32.1%. This rate was higher than the U.S. federal statutory tax rate due to several factors, including the geographic mix of earnings, state taxes, U.S. taxation of foreign branch operations, the Base Erosion and Anti-Abuse Tax (BEAT) and minimum taxes in certain foreign jurisdictions. These impacts were partially offset by favorable changes in foreign currency exchange rates affecting our U.S. Dollar denominated foreign operations.

Previous wording

Separately, the EU Member States have formally adopted the Pillar Two Directive, which establishes a minimum effective tax rate of 15% under the Organisation for Economic Co-operation and Development (OECD) Pillar Two Framework. These rules must be implemented by each country and became effective for us beginning September 1, 2024. We continue to monitor additional guidance from the OECD and evaluate the potential effects of these changes, though we do not expect a material impact on our effective tax rate.

Current wording

Separately, the EU Member States have formally adopted the Pillar Two Directive, which establishes a minimum effective tax rate of 15% under the Organisation for Economic Co-operation and Development (OECD) Pillar Two Framework. These rules must be implemented by each country and became effective for us beginning September 1, 2024. We do not expect a material impact on our effective tax rate.

Previous wording

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

Current wording

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

Previous wording

Earnings from unconsolidated affiliates were $20.1 million and $11.0 million for the years ended August 31, 2025 and 2024, respectively. The increase was primarily related to $7.7 million in higher earnings at our Brazil operations for the year ended August 31, 2025.

Current wording

Earnings from unconsolidated affiliates were $20.4 million and $20.1 million for the years ended August 31, 2026 and 2025, respectively. The increase was primarily related to higher earnings at our Brazil operations for the year ended August 31, 2026.

Previous wording

Net earnings attributable to noncontrolling interest were $9.0 million and $12.6 million for the years ended August 31, 2025 and 2024, respectively. Net earnings attributable to noncontrolling interest primarily represents our joint venture partner's share in the results of operations of our Mexican railcar manufacturing joint ventures, adjusted for intercompany sales, and our European partner’s share of the results of our European operations. The $3.6 million change from the prior year was primarily a result of a decrease in earnings due to lower deliveries at our Mexican railcar manufacturing joint venture.

Current wording

Net earnings attributable to noncontrolling interest primarily represents our joint venture partner's share in the results of operations of our Mexican railcar manufacturing joint ventures, adjusted for intercompany sales, and our European partner’s share of the results of our European operations. The $6.4 million change from the prior year is primarily a result of a decrease in earnings due to a change in railcar manufacturing product mix at our Mexican railcar manufacturing joint venture.

Previous wording

We continue to be financed through cash generated from operations and borrowings. At August 31, 2025 Cash and cash equivalents and Restricted cash were $326.4 million, a decrease of $42.2 million from $368.6 million at August 31, 2024.

Current wording

We continue to be financed through cash generated from operations and borrowings. At August 31, 2026, Cash and cash equivalents and Restricted cash were $257.2 million, a decrease of $69.2 million from $326.4 million at August 31, 2025.

Previous wording

The $63.9 million decrease in cash from operating activities for the year ended August 31, 2025 compared to the year ended August 31, 2024 was primarily due to a $102.7 million change in Leased railcars for syndication due to timing of syndication activity. This was partially offset by a $40.4 million increase in Net earnings.

Current wording

The $226.1 million decrease in cash from operating activities for the year ended August 31, 2026 compared to the year ended August 31, 2025 was primarily due to a $131.5 million decrease in Net earnings and a $79.2 million net change in working capital accounts, primarily Inventories.

Previous wording

Cash used in investing activities primarily related to capital expenditures net of proceeds from the sale of assets. The $117.3 million decrease in cash used in investing activities for the year ended August 31, 2025 was primarily attributable to a $117.9 million decrease in Capital expenditures compared to the year ended August 31, 2024.

Current wording

Cash used in investing activities primarily related to capital expenditures net of proceeds from the sale of assets. The $112.0 million decrease in cash used in investing activities for the year ended August 31, 2026 was primarily attributable to a $115.5 million increase in Proceeds from the sale of assets compared to the year ended August 31, 2025.

Previous wording

Capital expenditures primarily relate to additions to our lease fleet and on-going investments in the safety, productivity and improvement of our facilities. Proceeds from the sale of assets primarily relate to sales of railcars from our lease fleet within Leasing & Fleet Management. Assets from our lease fleet are periodically sold in the normal course of business to accommodate customer demand and to manage risk and liquidity. Proceeds from sales of assets are expected to be approximately $115 million for 2026.

Current wording

Capital expenditures primarily relate to additions to our lease fleet and on-going investments in the safety, productivity and improvements of our facilities. Proceeds from the sale of assets primarily relate to sales of railcars from our lease fleet within Leasing & Fleet Management. Assets from our lease fleet are periodically sold in the normal course of business to accommodate customer demand and to manage risk and liquidity.

Previous wording

Gross capital expenditures for 2026 are expected to be approximately $240 million for Leasing & Fleet Management and approximately $80 million for Manufacturing, which includes the change in capital expenditures accrued in Accounts payable and accrued liabilities. Capital expenditures for 2026 primarily relate to additions to our lease fleet reflecting our leasing strategy and continued investments into the safety and productivity of our facilities.

Current wording

For 2027, gross capital expenditures, net of proceeds from sales of assets, are expected to be approximately $225 million to $275 million, which includes the change in capital expenditures accrued in Accounts payable and accrued liabilities. Capital expenditures for 2027 primarily relate to additions to our lease fleet reflecting our leasing strategy and continued investments into the safety and productivity of our facilities.

Previous wording

The senior term debt was amended in May 2025 on similar terms, extending the maturity date from August 2026 to May 2030. Principal payments of $3.1 million are to be paid quarterly in arrears with a balloon payment of $190.6 million due upon maturity. The principal balance as of August 31, 2025 was $250.0 million.

Current wording

Our Corporate senior term debt was amended in May 2025 on similar terms, extending the maturity date from August 2026 to May 2030. Principal payments of $3.1 million are to be paid quarterly in arrears with a balloon payment of $190.6 million due upon maturity. The principal balance as of August 31, 2026 was $237.5 million.

Previous wording

A quarterly dividend of $0.32 per share was declared on October 23, 2025.

Current wording

A quarterly dividend of $0.34 per share was declared on October 21, 2026.

Previous wording

The Board of Directors has authorized our company to repurchase in aggregate up to $100.0 million of our common stock. The program may be modified, suspended, or discontinued at any time without prior notice. On January 8, 2025, the Board of Directors authorized the extension of the existing share repurchase program from January 31, 2025 to January 31, 2027 and renewed the amount remaining for repurchase to $100.0 million. Under the share repurchase program, shares of common stock may be purchased from time to time on the open market or through privately negotiated transactions. The timing and amount of purchases is based upon market conditions, securities law limitations and other factors. The program may be modified, suspended, or discontinued at any time without prior notice. The share repurchase program does not obligate us to acquire any specific number of shares in any period.

Current wording

The Board of Directors has authorized our company to repurchase in aggregate up to $100.0 million of our common stock. On January 8, 2025, the Board of Directors authorized the extension of the existing share repurchase program from January 31, 2025 to January 31, 2027 and renewed the amount remaining for repurchase to $100.0 million. Under the share repurchase program, shares of common stock may be purchased from time to time on the open market or through privately negotiated transactions. The timing and amount of purchases is based upon market conditions, securities law limitations and other factors. The program may be modified, suspended, or discontinued at any time without prior notice. The share repurchase program does not obligate us to acquire any specific number of shares in any period.

Previous wording

During the year ended August 31, 2025, we purchased a total of 517 thousand shares for $22.2 million under the current authorization of the share repurchase program. As of August 31, 2025, the amount remaining for repurchase under the current authorization of the share repurchase program was $77.8 million. During the year ended August 31, 2024, we purchased 38 thousand shares for $1.3 million.

Current wording

During the year ended August 31, 2026, we purchased a total of 313 thousand shares for $13.3 million under the current authorization of the share repurchase program. As of August 31, 2026, the amount remaining for repurchase under the current authorization of the share repurchase program was $64.5 million. During the year ended August 31, 2025, we purchased 517 thousand shares for $22.2 million.

Previous wording

Our current cash balance is part of our strategy to maintain strong liquidity to respond to current uncertainties. As of August 31, 2025, we had $306.1 million in Cash and cash equivalents and $496.2 million in available borrowings. The available balance to draw under committed credit facilities includes $389.5 million on the North American credit facility, $20.7 million on the European credit facilities and $86.0 million on the Mexican credit facilities.

Current wording

Our current cash balance is part of our strategy to maintain strong liquidity to respond to current uncertainties. As of August 31, 2026, we had $235.1 million in Cash and cash equivalents and $727.2 million in available borrowings. The available balance to draw under committed credit facilities includes $428.5 million on the North American revolving credit facility, $37.7 million on the European revolving credit facilities, and $136.0 million on the Mexican revolving credit facilities, in addition to $125.0 million as a delayed draw facility under the Leasing senior term debt agreement.

Previous wording

North American credit facility – As of August 31, 2025, a $600.0 million revolving line of credit existed to provide working capital and interim financing of equipment, principally for our U.S. and Mexican operations. The North American credit facility is secured by substantially all of our U.S. assets not otherwise pledged as security for term loans, the warehouse credit facility or the railcar asset-backed securities. Available borrowings are generally based on defined levels of eligible inventory, receivables, property, plant and equipment and leased equipment, as well as total debt to consolidated capitalization and fixed charges coverage ratios. Outstanding commitments under the North American credit facility included letters of credit which totaled $5.4 million and $5.9 million as of August 31, 2025 and 2024, respectively. Advances bear interest at SOFR plus 1.50% plus 0.10% as a SOFR adjustment or Prime plus 0.50% depending on the type of borrowing. The North America credit facility was renewed in May 2025, extending the maturity date from August 2026 to May 2030.

Current wording

North American revolving credit facility – As of August 31, 2026, a $600.0 million revolving line of credit existed to provide working capital and interim financing of equipment, principally for our U.S. and Mexican operations. The North American revolving credit facility is secured by substantially all of our U.S. assets not otherwise pledged as security for term loans, the warehouse credit facility or the railcar asset-backed securities. Available borrowings are generally based on defined levels of eligible inventory, receivables, property, plant and equipment and leased equipment, as well as total debt to consolidated capitalization and fixed charges coverage ratios. Outstanding commitments under the North American revolving credit facility included letters of credit which totaled $51.1 million and $5.4 million as of August 31, 2026 and 2025, respectively. Advances bear interest at the Secured Overnight Financing Rate (SOFR) plus 1.50% or Prime plus 0.50% depending on the type of borrowing. The North American revolving credit facility matures in May 2030.

Previous wording

European revolving credit facilities – As of August 31, 2025, lines of credit totaling $98.3 million, secured by certain of our European assets, were available for working capital needs of our European manufacturing operations. The European lines of credit include $35.1 million which is guaranteed by us. The European credit facilities have variable rates that range from Warsaw Interbank Offered Rate (WIBOR) plus 1.10% to WIBOR plus 1.40% and Euro Interbank Offered Rate (EURIBOR) plus 1.90%. The European credit facilities are regularly renewed and currently have maturities that range from October 2025 through September 2026.

Current wording

European revolving credit facilities – As of August 31, 2026, lines of credit totaling $130.5 million, secured by certain of our European assets, were available for working capital needs of our European manufacturing operations. The European lines of credit include $59.0 million which is guaranteed by us. The European revolving credit facilities have variable rates that range from Warsaw Interbank Offered Rate (WIBOR) plus 1.20% to WIBOR plus 1.25% and

Previous wording

Mexican revolving credit facilities – As of August 31, 2025, our Mexican railcar manufacturing operations had lines of credit totaling $156.0 million for working capital needs, $56.0 million of which we and our joint venture partner have each guaranteed 50%. Advances under these facilities bear interest at variable rates that range from SOFR plus 1.96% to SOFR plus 4.25%. The Mexican credit facilities have maturities that range from June 2026 through March 2027.

Current wording

Mexican revolving credit facilities – As of August 31, 2026, our Mexican railcar manufacturing operations had lines of credit totaling $156.0 million for working capital needs, $56.0 million of which we and our joint venture partner have each guaranteed 50%. Advances under these facilities bear interest at variable rates that range from SOFR plus 2.00% to SOFR plus 3.80%. The Mexican revolving credit facilities have maturities that range from January 2027 through July 2029.

Previous wording

Leasing warehouse credit facility– As of August 31, 2025, a $450.0 million nonrecourse warehouse credit facility existed to support the operations of our leasing business in North America. Advances under the facility are secured by a pool of leased railcars and bear interest at the Secured Overnight Financing Rate (SOFR) plus 1.70%. As of August 31, 2025, interest rate swap agreements cover 91% of the outstanding balance to swap the floating interest rate to a fixed rate. The warehouse credit facility converts to a term loan in September 2027 and matures in September 2029.

Current wording

Leasing warehouse credit facility– As of August 31, 2026, a $450.0 million nonrecourse warehouse credit facility existed to support the operations of our leasing business in North America. Advances under the facility are secured by a pool of leased railcars and bear interest at SOFR plus 1.70%. The Leasing warehouse credit facility converts to a term loan in September 2027 and matures in September 2029.

Previous wording

The revolving and operating lines of credit, along with notes payable, contain covenants with respect to us, the most restrictive of which, among other things, limit our ability to: incur additional indebtedness or guarantees; pay dividends or repurchase stock; enter into financing leases; create liens; sell assets; engage in transactions with affiliates, including joint ventures and non U.S. subsidiaries, including but not limited to loans, advances, equity investments and guarantees; enter into mergers, consolidations or sales of substantially all our assets; and enter into new lines of business. The covenants also require certain maximum ratios of debt to total capitalization and minimum levels of fixed charges (interest plus rent) coverage. As of August 31, 2025, we were in compliance with all such restrictive covenants.

Current wording

The revolving and operating lines of credit, along with notes payable, contain covenants with respect to us, the most restrictive of which, among other things, limit our ability to: incur additional indebtedness or guarantees; pay dividends or repurchase stock; enter into finance 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 August 31, 2026, we were in compliance with all such restrictive covenants.

Previous wording

To mitigate the exposure to changes in interest rates, we have managed a portion of our variable rate debt with interest rate swap agreements, effectively converting $687.8 million of variable rate debt to fixed rate debt as of August 31, 2025.

Current wording

To mitigate the exposure to changes in interest rates, we have managed a portion of our variable rate debt with interest rate swap agreements, effectively converting $462.2 million of variable rate debt to fixed rate debt as of August 31, 2026.