UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM
10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended August 31, 2018
or
☐ Transition Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
for the transition period from
to
Commission File
No. 1-13146
THE GREENBRIER COMPANIES, INC.
(Exact name of Registrant as specified in its charter)
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Oregon
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93-0816972
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(State of Incorporation)
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(I.R.S. Employer Identification No.)
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One Centerpointe Drive, Suite 200, Lake Oswego, OR 97035
(Address of principal executive offices)
(503)
684-7000
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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(Title of Each Class)
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(Name of Each Exchange on Which Registered)
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Common Stock without par value
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New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act:
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None
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act. Yes
X
No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 (d) of the
Act. Yes
No
X
Indicate by
check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
X
No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation
S-T
during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
X
No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K
is not contained herein, and will not be contained, to the best of Registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form
10-K
or any amendment to this Form
10-K.
[ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, or a smaller reporting company. See definition of large accelerated filer, accelerated filer, smaller reporting company and emerging growth
company in Rule
12b-2
of the Exchange Act. (Check one)
Large accelerated filer
X
Accelerated filer
Non-accelerated
filer
Smaller reporting
company
Emerging growth company
Indicate by check
mark whether the registrant is a shell company (as defined in Rule
12b-2
of the Exchange Act). Yes
No
X
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. ☐
Aggregate market value of the Registrants Common Stock held by
non-affiliates
as of
February 28, 2018 (based on the closing price of such shares on such date) was $1,465,342,435.
The number of shares outstanding of the
Registrants Common Stock on October 19, 2018 was 32,190,763 without par value.
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the Registrants definitive Proxy Statement prepared in connection with the Annual Meeting of Stockholders to be held
on January 9, 2019 are incorporated by reference into Parts II and III of this Report.