United States securities and exchange commission logo





                              January 22, 2024

       Adrian J. Downes
       Chief Financial Officer
       The Greenbrier Companies, Inc.
       One Centerpointe Drive, Suite 200
       Lake Oswego, Oregon 97035

                                                        Re: The Greenbrier
Companies, Inc.
                                                            Form 10-K for the
Year Ended August 31, 2023
                                                            Form 8-K furnished
October 25, 2023
                                                            File No. 001-13146

       Dear Adrian J. Downes:

              We have limited our review of your filing to the financial
statements and related
       disclosures and have the following comments.

              Please respond to this letter within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe a
       comment applies to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to this letter, we may have additional comments.

       Form 10-K for the Year Ended August 31, 2023

       Management's Discussion and Analysis of Financial Condition and Results
of Operations
       Maintenance Services Segment, page 37

   1.                                                   We note your disclosure
that Maintenance Services revenue increased $58.7 million or
                                                        16.9% for the year
ended August 31, 2023 compared to the prior year. You disclose that
                                                        "the increase was
primarily attributed to improved pricing and higher volumes. This was
                                                        partially offset by
lower scrap metal pricing in the current year." When more than one
                                                        factor is responsible
for the change in an income statement line item, please revise future
                                                        filings to quantify
each of the contributing factors, including any offsetting amounts.
                                                        Please ensure this
change is made throughout your MD&A discussion.


       Notes to the Financial Statements
       Note 2. Summary of Significant Accounting Policies
       Investment in Unconsolidated Affiliates, page 55
 Adrian J. Downes
The Greenbrier Companies, Inc.
January 22, 2024
Page 2

2.       We note that investments in unconsolidated affiliates include your 60%
interest in
         Greenbrier-Maxion. Please explain to us, and revise future filings to
disclose, why you do
         not consolidate this investment. As part of your response, please
include consideration of
         your 29.5% interest in Amsted-Maxion Cruzeiro which owns 40% of
Greenbrier-Maxion.
         See guidance in ASC 810-10-15-10(a).
Note 19. Segment Information, page 75

3.       We note from your fourth quarter 2023 earnings release and earnings
call transcripts in
         both fourth quarter 2023 and first quarter 2024, that you appear to
have devoted a portion
         of your production lines to the refurbishment of large railcars. It
also appears that you do
         not consistently record this refurbishment revenue as either
manufacturing segment
         revenue or maintenance segment revenue, but instead record the revenue
based on the
         primary activity of the facility. We also note that the revenue
related to these
         refurbishments may have higher margins than the production of new
railcars. Please tell
         us what consideration you gave to separately breaking out
refurbishment revenue in the
         notes to the financial statements under the guidance in ASC
606-10-50-5 and ASC 280-
         10-50-40. Also, if material, please consider discussing the impact
these refurbishments
         have on the changes in revenue and/or margin between periods, as part
of your MD&A
         disclosure.
Form 8-K furnished October 25, 2023

Exhibit 99.1 Earnings Release, page 1

4.       We note your disclosure of recurring revenue for the year ended August
31, 2023 as well
         as a financial target for this amount. When disclosed in future
filings, please revise to
         define    recurring revenue.
       In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

       Please contact Claire Erlanger at 202-551-3301 or Melissa Gilmore at
202-551-3777 with
any questions.



FirstName LastNameAdrian J. Downes                             Sincerely,
Comapany NameThe Greenbrier Companies, Inc.
                                                               Division of
Corporation Finance
January 22, 2024 Page 2                                        Office of
Manufacturing
FirstName LastName