8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 9, 2003

THE GREENBRIER COMPANIES, INC.

(Exact name of registrant as specified in its charter)

Commission File No. 1-13146

Delaware	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)

(503) 684-7000
(Registrant’s telephone number, including area code)

TABLE OF CONTENTS

	Item 7. Financial Statements and Exhibits
	Item 9. Regulation FD Disclosure
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1

Item 7. Financial Statements and Exhibits

     (c)  Exhibits:

     99.1 Press Release dated July 9, 2003 of The Greenbrier Companies, Inc.

Item 9. Regulation FD Disclosure

The following information is disclosed pursuant to Item 12 on Form 8-K:

On July 9, 2003, The Greenbrier Companies issued a press release reporting the Company’s results of operations for the quarter ended May 31, 2003. A copy of such release is attached as Exhibit 99.1

SIGNATURES

     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.

	THE GREENBRIER COMPANIES, INC.
Date: July 9, 2003	By:	/s/ Larry G. Brady
		Larry G. Brady
		Senior Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press Release dated July 9, 2003 of The Greenbrier Companies, Inc.

EX-99.1 3 v91325exv99w1.txt EXHIBIT 99.1 Exhibit 99.1 For release: July 9, 2003, 6:00 am EDT Contact: Mark Rittenbaum GREENBRIER RETURNS TO PROFITABILITY, ACHIEVES RECORD BACKLOG LAKE OSWEGO, OREGON, JULY 9, 2003 - Highlights - Strong performance in both North America and Europe returned Greenbrier to profitability. Earnings from continuing operations of $2.7 million, or $.19 per share, were realized for the third quarter of fiscal 2003. This compares to a loss from continuing operations of $2.1 million, or $.15 per share, in the third quarter of fiscal 2002. Earnings from discontinued European operations were $.4 million, or $.02 per share, for the third quarter of 2003, compared to earnings of $.1 million, or $.01 per share, in the third quarter of 2002. - Net earnings for the quarter were $3.0 million, or $.21 per share, compared to a net loss of $2.0 million, or $.14 per share, in the third quarter of fiscal 2002. - Revenues grew by nearly 75% to $125 million, as compared to the third quarter of 2002, driven by a tripling of new railcar deliveries to 1,500 units, compared to 500 units in the prior comparable period. - New orders for 8,000 freight cars, with a value of $390 million, were received during the third quarter. - New railcar manufacturing backlog in North America and Europe rose to a record 12,100 units valued at $630 million at May 31, 2003, compared to 5,800 units valued at $330 million at February 28, 2003, and 2,500 units valued at $130 million at May 31, 2002. - Critical supply issues were addressed through the operation of a rail castings foundry in Cicero, Illinois, via a joint venture with ACF Industries. - The Company continues to maintain strong liquidity. After debt paydowns of $25 million in the first nine months of the year, May 31, 2003 cash balances have grown to $73 million, up from $59 million at August 31, 2002; unused lines of credit remained at $110 million in North America. The Greenbrier Companies [NYSE:GBX] today reported profitable results for its third fiscal quarter ended May 31, 2003. Higher production rates, improved margins, strong manufacturing backlog and operating efficiencies mark a strong recovery by the Company from the industry downturn, which began in 2001. Both North American and discontinued European operations reported profits, with strong financial improvement against the prior year's third fiscal quarter. New railcar backlog and production rates have more than tripled from this time last year. Earnings for continuing operations in North America were $2.7 million for the third quarter of fiscal year 2003, compared to a loss of $2.1 million in the third quarter of 2002 and a loss of $.8 million for the second quarter of 2003. Earnings from discontinued European operations were $.4 million for the quarter, compared to earnings of $.1 million in the third quarter of 2002 and a loss of $.5 million in the second quarter of 2003. Net earnings for the quarter were $3.0 million, or $.21 per share, compared to a net loss of $2.0 million, or $.14 per share, in the third quarter of fiscal 2002. Backlog grew dramatically during the quarter to record levels in both North America and Europe. The May 31, 2003 backlog includes 10,600 units valued at $500 million from North American operations and 1,500 units valued at $130 million from European operations. The February 28, 2003 backlog included 4,500 units valued at $230 million in North America and 1,300 units valued at $100 million in Europe. During the quarter, the Company received orders for 8,000 new railcars valued at $390 million. William A. Furman, president and chief executive officer, said, "Greenbrier's business outlook in new freight cars stretches through most of calendar 2004. Orders for over 11,200 railcars have been received during the first nine months of the fiscal year, pushing new railcar production and related financial visibility through most of our next fiscal year. The available supply of rail castings to meet scheduled production continues to be a critical item. We have protected our own interests and have helped provide a solution for the industry's difficulties, through a joint venture with ACF Industries to operate the former Meridian Rail Products' railcar castings foundry in Cicero, Illinois." Furman added, "We continue to make progress in our European operations. Management has met its target of returning to profitability in Europe as the result of aggressive cost reduction measures taken in 2002, improved operating efficiencies and a recovery in the market. Greenbrier Europe's backlog of 1,500 units with forecasted positive margins stretches into fiscal 2005. Greenbrier remains committed to its plan to recapitalize its discontinued European operations by the end of fiscal 2003." Mark Rittenbaum, senior vice president and treasurer, noted, "During the third fiscal quarter of 2003, the Company delivered 1,500 new railcars in North America, compared to only 500 railcars in the third quarter of 2002. Deliveries for the entire fiscal 2003 are anticipated to approach 5,700 units, compared to 3,400 units in fiscal 2002, as we continue to operate at higher production levels." Rittenbaum added, "Greenbrier continues to maintain strong liquidity, with cash balances growing to $73 million and unused lines of credit of nearly $110 million. EBITDA from continuing operations was $26.2 million for the first nine months of fiscal 2003, compared to $16.5 million for the first nine months of fiscal 2002. During fiscal 2002, the Company paid down $47 million of debt. For the nine months ending May 31, 2003 it has paid down an additional $25 million of debt." The Greenbrier Companies, headquartered in Lake Oswego, Oregon, is a leading supplier of transportation equipment and services to the railroad industry in North America. Greenbrier builds new railroad freight cars in the U.S., Canada and Mexico, and repairs and refurbishes freight cars and wheels at thirteen locations across North America. The Company also builds new railroad freight cars and refurbishes freight cars for the European market through its manufacturing operations in Poland and various sub-contractor facilities throughout Europe. At Greenbrier's Portland, Oregon manufacturing facility, it builds ocean-going barges for the maritime industry. Greenbrier owns or manages a fleet of approximately 49,000 railcars. Except for historical information contained herein, this press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including without limitation, statements as to expectations, beliefs, and future financial performance. These forward-looking statements are dependent on a number of factors, business risks and issues, a change in which could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Such factors, risks and issues are set forth from time to time under "Forward-Looking Statements," in Management's Discussion and Analysis of Financial Condition and Results of Operations in Greenbrier's SEC filings and reports. Any forward-looking statement speaks only as of the date on which such statement is made. Greenbrier undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made. The Greenbrier Companies will host a teleconference to discuss third quarter results. Teleconference details are as follows: Wednesday, July 9, 2003 8:00 am Pacific Daylight Time Real-time Audio Access: ("Newsroom" at http://www.gbrx.com) Please access the site 10 minutes prior to the start time. Following the call, a replay will be available on the same site. THE GREENBRIER COMPANIES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, unaudited)

May 31, August 31, 2003 2002 ---- ---- ASSETS Cash and cash equivalents ....................... $ 73,100 $ 58,777 Accounts and notes receivable ................... 51,608 45,135 Inventories ..................................... 76,422 56,868 Investment in direct finance leases ............. 46,585 69,536 Equipment on operating leases ................... 140,910 151,580 Property, plant and equipment ................... 56,953 58,292 Other ........................................... 24,874 21,507 Discontinued operations ......................... 55,228 65,751 -------- -------- $525,680 $527,446 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Revolving notes ................................. $ 5,971 $ 3,571 Accounts payable and accrued liabilities ........ 110,327 96,237 Participation ................................... 55,373 60,995 Deferred revenue ................................ 23,568 3,949 Deferred income taxes ........................... 14,911 13,823 Notes payable ................................... 118,116 136,577 Discontinued operations ......................... 67,330 77,188 Subordinated debt ............................... 21,532 27,069 Minority interest ............................... 4,898 4,898 Stockholders' equity ............................ 103,654 103,139 -------- -------- $525,680 $527,446 ======== ========

THE GREENBRIER COMPANIES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts, unaudited)

Three Months Ended Nine Months Ended May 31, May 31, --------------------- --------------------- 2003 2002 2003 2002 --------- --------- --------- --------- REVENUE Manufacturing .................... $ 108,099 $ 54,175 $ 273,848 $ 160,944 Leasing & services ............... 16,853 18,048 52,722 54,557 --------- --------- --------- --------- 124,952 72,223 326,570 215,501 COST OF REVENUE Manufacturing .................... 98,494 51,619 256,003 154,210 Leasing & services ............... 10,265 12,142 32,791 33,005 --------- --------- --------- --------- 108,759 63,761 288,794 187,215 MARGIN .............................. 16,193 8,462 37,776 28,286 OTHER COSTS Selling and administrative expense .......................... 8,317 7,247 23,549 21,871 Interest expense ................. 2,340 3,667 8,613 11,830 Special charges .................. -- -- -- 2,083 --------- --------- --------- --------- 10,657 10,914 32,162 35,784 Earnings (loss) before income taxes and equity in unconsolidated subsidiary ........................ 5,536 (2,452) 5,614 (7,498) Income tax benefit (expense) ........ (2,423) 669 (2,439) 2,665 --------- --------- --------- --------- Earnings (loss) before equity in unconsolidated subsidiary ........ 3,113 (1,783) 3,175 (4,833) Equity in unconsolidated subsidiary . (461) (327) (1,416) (1,251) --------- --------- --------- --------- EARNINGS (LOSS) FROM CONTINUING OPERATIONS .......................... 2,652 (2,110) 1,759 (6,084) Earnings (loss) from discontinued operations (net of tax) 354 139 (734) (17,756) --------- --------- --------- --------- NET EARNINGS (LOSS) ................. $ 3,006 $ (1,971) $ 1,025 $ (23,840) ========= ========= ========= ========= Basic earning (loss) per common share Continuing operations ............ $ 0.19 $ (0.15) $ 0.12 $ (0.43) Discontinued operations .......... 0.02 0.01 (0.05) (1.26) --------- --------- --------- --------- Net earnings (loss) .............. $ 0.21 $ (0.14) $ 0.07 $ (1.69) ========= ========= ========= ========= Diluted earnings (loss) per common share Continuing operations ............ $ 0.19 $ (0.15) $ 0.12 $ (0.43) Discontinued operations .......... 0.02 0.01 (0.05) (1.26) --------- --------- --------- --------- Net earnings (loss) .............. $ 0.21 $ (0.14) $ 0.07 $ (1.69) ========= ========= ========= ========= Weighted average common shares: Basic ............................ 14,121 14,121 14,121 14,121 Diluted .......................... 14,332 14,121 14,261 14,121

THE GREENBRIER COMPANIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands, unaudited)

Nine Months Ended May 31, ----------------------- 2003 2002 -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES Net earnings (loss) ........................... $ 1,025 $(23,840) Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: Loss from discontinued operations .......... 734 17,756 Other changes in discontinued operations ... (69) 10,192 Deferred income taxes ...................... 1,088 (9,614) Depreciation and amortization .............. 13,405 13,416 Gain on sales of equipment ................. (336) (813) Other ...................................... (1,138) 67 Decrease (increase) in assets: Accounts and notes receivable ............ (6,473) 7,650 Inventories .............................. (22,532) 704 Other .................................... (3,566) 1,324 Increase (decrease) in liabilities: Accounts payable and accrued liabilities . 13,992 629 Participation ............................ (5,622) (1,289) Deferred revenue ......................... 20,191 (1,094) -------- -------- Net cash provided by operating activities ..... 10,699 15,088 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES Principal payments received under direct finance leases ......................... 11,290 14,608 Proceeds from sales of equipment .............. 22,093 20,461 Purchase of property and equipment ............ (7,388) (12,799) Investment in discontinued operations ......... -- (8,958) -------- -------- Net cash provided by investing activities ..... 25,995 13,312 -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES Changes in revolving notes .................... 2,400 (7,856) Proceeds from notes payable ................... -- 4,250 Repayments of notes payable ................... (19,234) (28,029) Repayment of subordinated debt ................ (5,537) (9,704) Dividends ..................................... -- (847) -------- -------- Net cash used in financing activities ......... (22,371) (42,186) -------- -------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ...................................... 14,323 (13,786) CASH AND CASH EQUIVALENTS Beginning of period ........................... 58,777 74,547 -------- -------- End of period ................................. $ 73,100 $ 60,761 ======== ========

THE GREENBRIER COMPANIES, INC. SUPPLEMENTAL DISCLOSURE Reconciliation of Net Cash Provided by Operating Activities to EBITDA(1) (In thousands, unaudited)

Three Months Ending May 31, Nine Months Ending May 31, --------------------------- -------------------------- 2003 2002 2003 2002 -------- -------- -------- -------- Net cash provided by operating activities............. $ 13,795 $ 20,149 $ 10,699 $ 15,088 Changes in working capital............................ (5,686) (12,319) 4,010 (7,924) Changes in discontinued operations.................... (1,200) (10,351) 69 (10,192) Deferred income taxes................................. (52) 4,563 (1,088) 9,614 Gain on sale of equipment............................. 3 306 336 813 Other................................................. 302 (86) 1,138 (67) Income tax expense (benefit).......................... 2,423 (669) 2,439 (2,665) Interest expense...................................... 2,340 3,667 8,613 11,830 -------- -------- -------- -------- EBITDA from continuing operations..................... $ 11,925 $ 5,260 $ 26,216 $ 16,497 ======== ======== ======== ========

(1) "EBITDA" (earnings from continuing operations before interest, taxes, depreciation and amortization) is a useful liquidity measurement tool commonly used by rail supply companies and Greenbrier. It should not be considered in isolation or as a substitute for cash flows from operating activities or cash flow statement data prepared in accordance with generally accepted accounting principles. THE GREENBRIER COMPANIES, INC. Summarized results of operations of the discontinued operations are:

(In thousands, unaudited) Three Months Ended Nine Months Ended May 31, May 31, ------------------ ----------------- 2003 2002 2003 2002 -------- -------- -------- -------- Revenue (1) ................. $ 13,160 $ 18,425 $ 68,911 $ 54,098 Cost of revenue (1) ......... 10,753 17,572 62,515 53,144 -------- -------- -------- -------- Margin ...................... 2,407 853 6,396 954 Selling and administrative expense ..................... 1,785 1,610 5,561 6,678 Interest expense ............ 367 754 1,786 2,761 Special charges (2) ......... -- -- -- 17,129 -------- -------- -------- -------- Earnings (loss) before income taxes and minority interest . 255 (1,511) (951) (25,614) Income tax benefit .......... 99 1,615 217 7,726 Minority interest ........... -- 35 -- 132 -------- -------- -------- -------- Earnings (loss) from discontinued operations ..... $ 354 $ 139 $ (734) $(17,756) ======== ======== ======== ========

The following assets and liabilities of the European operations are classified as discontinued operations:

(In thousands, unaudited) May 31, August 31, 2003 2002 ------- ------- Cash and cash equivalents ........................ $ 1,846 $ 8,069 Restricted cash .................................. 4,506 884 Accounts receivable .............................. 18,633 9,645 Inventories (1) .................................. 20,202 39,304 Designs and patents .............................. 7,127 5,995 Property, plant and equipment and other .......... 2,914 1,854 ------- ------- Total assets - discontinued operations ....... $55,228 $65,751 ======= ======= Revolving notes .................................. $18,988 $22,249 Accounts payable and accrued liabilities (1) ..... 40,348 47,385 Notes payable .................................... 7,994 7,554 ------- ------- Total liabilities - discontinued operations .. $67,330 $77,188 ======= ======= Discontinued operations - liabilities ............ $58,130 $67,988 Estimated liabilities associated with discontinued operations (3) ................................... 9,200 9,200 ------- ------- Total ........................................ $67,330 $77,188 ======= =======

(1) August 31, 2002 balances include $26.9 million of inventory and associated deferred revenue for railcars delivered to a customer for which cash was received but revenue recognition delayed pending certification of the railcars. Certification was obtained during the first quarter of 2003 and remaining railcars were delivered allowing recognition of revenue of $27.7 million and the associated cost of revenue. (2) Special charges relate to $14.8 million of asset impairment write-downs and $2.3 million in costs associated with a restructuring plan to reduce the scale of European operations. (3) Estimated liabilities associated with discontinued operations represent certain obligations of the European operations. The settlement and determination of the final amounts of these obligations will depend in part upon the results of negotiations. -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

                                                                    Exhibit 99.1

For release: July 9, 2003, 6:00 am EDT                  Contact: Mark Rittenbaum

GREENBRIER RETURNS TO PROFITABILITY, ACHIEVES RECORD BACKLOG
      LAKE OSWEGO, OREGON, JULY 9, 2003 -

      Highlights

      -     Strong performance in both North America and Europe returned
            Greenbrier to profitability. Earnings from continuing operations of
            $2.7 million, or $.19 per share, were realized for the third quarter
            of fiscal 2003. This compares to a loss from continuing operations
            of $2.1 million, or $.15 per share, in the third quarter of fiscal
            2002. Earnings from discontinued European operations were $.4
            million, or $.02 per share, for the third quarter of 2003, compared
            to earnings of $.1 million, or $.01 per share, in the third quarter
            of 2002.

      -     Net earnings for the quarter were $3.0 million, or $.21 per share,
            compared to a net loss of $2.0 million, or $.14 per share, in the
            third quarter of fiscal 2002.

      -     Revenues grew by nearly 75% to $125 million, as compared to the
            third quarter of 2002, driven by a tripling of new railcar
            deliveries to 1,500 units, compared to 500 units in the prior
            comparable period.

      -     New orders for 8,000 freight cars, with a value of $390 million,
            were received during the third quarter.

      -     New railcar manufacturing backlog in North America and Europe rose
            to a record 12,100 units valued at $630 million at May 31, 2003,
            compared to 5,800 units valued at $330 million at February 28, 2003,
            and 2,500 units valued at $130 million at May 31, 2002.

     -      Critical supply issues were addressed through the operation of a
            rail castings foundry in Cicero, Illinois, via a joint venture with
            ACF Industries.

     -      The Company continues to maintain strong liquidity. After debt
            paydowns of $25 million in the first nine months of the year, May
            31, 2003 cash balances have grown to $73 million, up from $59
            million at August 31, 2002; unused lines of credit remained at $110
            million in North America.

      The Greenbrier Companies [NYSE:GBX] today reported profitable results for
its third fiscal quarter ended May 31, 2003. Higher production rates, improved
margins, strong manufacturing backlog and operating efficiencies mark a strong
recovery by the Company from the industry downturn, which began in 2001. Both
North American and discontinued European operations reported profits, with
strong financial improvement against the prior year's third fiscal quarter. New
railcar backlog and production rates have more than tripled

from this time last year.

      Earnings for continuing operations in North America were $2.7 million for
the third quarter of fiscal year 2003, compared to a loss of $2.1 million in the
third quarter of 2002 and a loss of $.8 million for the second quarter of 2003.
Earnings from discontinued European operations were $.4 million for the quarter,
compared to earnings of $.1 million in the third quarter of 2002 and a loss of
$.5 million in the second quarter of 2003.

      Net earnings for the quarter were $3.0 million, or $.21 per share,
compared to a net loss of $2.0 million, or $.14 per share, in the third quarter
of fiscal 2002.

      Backlog grew dramatically during the quarter to record levels in both
North America and Europe. The May 31, 2003 backlog includes 10,600 units valued
at $500 million from North American operations and 1,500 units valued at $130
million from European operations. The February 28, 2003 backlog included 4,500
units valued at $230 million in North America and 1,300 units valued at $100
million in Europe.

      During the quarter, the Company received orders for 8,000 new railcars
valued at $390 million.

      William A. Furman, president and chief executive officer, said,
"Greenbrier's business outlook in new freight cars stretches through most of
calendar 2004. Orders for over 11,200 railcars have been received during the
first nine months of the fiscal year, pushing new railcar production and related
financial visibility through most of our next fiscal year. The available supply
of rail castings to meet scheduled production continues to be a critical item.
We have protected our own interests and have helped provide a solution for the
industry's difficulties, through a joint venture with ACF Industries to operate
the former Meridian Rail Products' railcar castings foundry in Cicero,
Illinois."

      Furman added, "We continue to make progress in our European operations.
Management has met its target of returning to profitability in Europe as the
result of aggressive cost reduction measures taken in 2002, improved operating
efficiencies and a recovery in the market. Greenbrier Europe's backlog of 1,500
units with

forecasted positive margins stretches into fiscal 2005. Greenbrier remains
committed to its plan to recapitalize its discontinued European operations by
the end of fiscal 2003."

      Mark Rittenbaum, senior vice president and treasurer, noted, "During the
third fiscal quarter of 2003, the Company delivered 1,500 new railcars in North
America, compared to only 500 railcars in the third quarter of 2002. Deliveries
for the entire fiscal 2003 are anticipated to approach 5,700 units, compared to
3,400 units in fiscal 2002, as we continue to operate at higher production
levels."

      Rittenbaum added, "Greenbrier continues to maintain strong liquidity, with
cash balances growing to $73 million and unused lines of credit of nearly $110
million. EBITDA from continuing operations was $26.2 million for the first nine
months of fiscal 2003, compared to $16.5 million for the first nine months of
fiscal 2002. During fiscal 2002, the Company paid down $47 million of debt. For
the nine months ending May 31, 2003 it has paid down an additional $25 million
of debt."

      The Greenbrier Companies, headquartered in Lake Oswego, Oregon, is a
leading supplier of transportation equipment and services to the railroad
industry in North America. Greenbrier builds new railroad freight cars in the
U.S., Canada and Mexico, and repairs and refurbishes freight cars and wheels at
thirteen locations across North America. The Company also builds new railroad
freight cars and refurbishes freight cars for the European market through its
manufacturing operations in Poland and various sub-contractor facilities
throughout Europe. At Greenbrier's Portland, Oregon manufacturing facility, it
builds ocean-going barges for the maritime industry. Greenbrier owns or manages
a fleet of approximately 49,000 railcars.

      Except for historical information contained herein, this press release
contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, including without limitation, statements as to
expectations, beliefs, and future financial performance. These forward-looking
statements are dependent on a number of factors, business risks and issues, a
change in which could cause actual results to differ materially from those
expressed or implied in the forward-looking statements. Such factors, risks and
issues are set forth from time to time under "Forward-Looking Statements," in
Management's Discussion and Analysis of Financial Condition and Results of
Operations in Greenbrier's SEC filings and reports. Any forward-looking
statement speaks only as of the date on which such statement is made. Greenbrier
undertakes no obligation to update any forward-looking statement to reflect
events or circumstances after the date on which such statement is made.

      The Greenbrier Companies will host a teleconference to discuss third
quarter results. Teleconference details are as follows:

        Wednesday, July 9, 2003
        8:00 am Pacific Daylight Time
        Real-time Audio Access:  ("Newsroom" at http://www.gbrx.com)

Please access the site 10 minutes prior to the start time. Following the call, a
replay will be available on the same site.

THE GREENBRIER COMPANIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, unaudited)



                                                           May 31,      August 31,
                                                            2003          2002
                                                            ----          ----
                                                                  
ASSETS
   Cash and cash equivalents .......................      $ 73,100      $ 58,777
   Accounts and notes receivable ...................        51,608        45,135
   Inventories .....................................        76,422        56,868
   Investment in direct finance leases .............        46,585        69,536
   Equipment on operating leases ...................       140,910       151,580
   Property, plant and equipment ...................        56,953        58,292
   Other ...........................................        24,874        21,507
   Discontinued operations .........................        55,228        65,751
                                                          --------      --------
                                                          $525,680      $527,446
                                                          ========      ========

LIABILITIES AND STOCKHOLDERS' EQUITY
   Revolving notes .................................      $  5,971      $  3,571
   Accounts payable and accrued liabilities ........       110,327        96,237
   Participation ...................................        55,373        60,995
   Deferred revenue ................................        23,568         3,949
   Deferred income taxes ...........................        14,911        13,823
   Notes payable ...................................       118,116       136,577
   Discontinued operations .........................        67,330        77,188

   Subordinated debt ...............................        21,532        27,069

   Minority interest ...............................         4,898         4,898

   Stockholders' equity ............................       103,654       103,139
                                                          --------      --------
                                                          $525,680      $527,446
                                                          ========      ========


                         THE GREENBRIER COMPANIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts, unaudited)



                                              Three Months Ended               Nine Months Ended
                                                     May 31,                        May 31,
                                             ---------------------           ---------------------
                                              2003            2002            2003            2002
                                           ---------       ---------       ---------       ---------
                                                                               
REVENUE
   Manufacturing ....................      $ 108,099       $  54,175       $ 273,848       $ 160,944
   Leasing & services ...............         16,853          18,048          52,722          54,557
                                           ---------       ---------       ---------       ---------
                                             124,952          72,223         326,570         215,501

COST OF REVENUE
   Manufacturing ....................         98,494          51,619         256,003         154,210
   Leasing & services ...............         10,265          12,142          32,791          33,005
                                           ---------       ---------       ---------       ---------
                                             108,759          63,761         288,794         187,215

MARGIN ..............................         16,193           8,462          37,776          28,286

OTHER COSTS
   Selling and administrative
   expense ..........................          8,317           7,247          23,549          21,871
   Interest expense .................          2,340           3,667           8,613          11,830
   Special charges ..................             --              --              --           2,083
                                           ---------       ---------       ---------       ---------
                                              10,657          10,914          32,162          35,784
Earnings (loss) before income
  taxes and equity in unconsolidated
  subsidiary ........................          5,536          (2,452)          5,614          (7,498)

Income tax benefit (expense) ........         (2,423)            669          (2,439)          2,665
                                           ---------       ---------       ---------       ---------
Earnings (loss) before equity in
   unconsolidated subsidiary ........          3,113          (1,783)          3,175          (4,833)

Equity in unconsolidated subsidiary .           (461)           (327)         (1,416)         (1,251)
                                           ---------       ---------       ---------       ---------
EARNINGS (LOSS) FROM CONTINUING
OPERATIONS ..........................          2,652          (2,110)          1,759          (6,084)

Earnings (loss) from
discontinued operations (net of tax)             354             139            (734)        (17,756)
                                           ---------       ---------       ---------       ---------
NET EARNINGS (LOSS) .................      $   3,006       $  (1,971)      $   1,025       $ (23,840)
                                           =========       =========       =========       =========
Basic earning (loss) per common share
   Continuing operations ............      $    0.19       $   (0.15)      $    0.12       $   (0.43)
   Discontinued operations ..........           0.02            0.01           (0.05)          (1.26)
                                           ---------       ---------       ---------       ---------
   Net earnings (loss) ..............      $    0.21       $   (0.14)      $    0.07       $   (1.69)
                                           =========       =========       =========       =========
Diluted earnings (loss) per common
  share
   Continuing operations ............      $    0.19       $   (0.15)      $    0.12       $   (0.43)
   Discontinued operations ..........           0.02            0.01           (0.05)          (1.26)
                                           ---------       ---------       ---------       ---------
   Net earnings (loss) ..............      $    0.21       $   (0.14)      $    0.07       $   (1.69)
                                           =========       =========       =========       =========
Weighted average common shares:
   Basic ............................         14,121          14,121          14,121          14,121
   Diluted ..........................         14,332          14,121          14,261          14,121


                         THE GREENBRIER COMPANIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)



                                                           Nine Months Ended
                                                                May 31,
                                                        -----------------------
                                                          2003           2002
                                                        --------       --------
                                                                 
CASH FLOWS FROM OPERATING ACTIVITIES
   Net earnings (loss) ...........................      $  1,025       $(23,840)
   Adjustments to reconcile net earnings (loss) to
     net cash provided by operating activities:
      Loss from discontinued operations ..........           734         17,756
      Other changes in discontinued operations ...           (69)        10,192
      Deferred income taxes ......................         1,088         (9,614)
      Depreciation and amortization ..............        13,405         13,416
      Gain on sales of equipment .................          (336)          (813)
      Other ......................................        (1,138)            67
      Decrease (increase) in assets:
        Accounts and notes receivable ............        (6,473)         7,650
        Inventories ..............................       (22,532)           704
        Other ....................................        (3,566)         1,324
      Increase (decrease) in liabilities:
        Accounts payable and accrued liabilities .        13,992            629
        Participation ............................        (5,622)        (1,289)
        Deferred revenue .........................        20,191         (1,094)
                                                        --------       --------
   Net cash provided by operating activities .....        10,699         15,088
                                                        --------       --------

CASH FLOWS FROM INVESTING ACTIVITIES
   Principal payments received under
   direct finance leases .........................        11,290         14,608
   Proceeds from sales of equipment ..............        22,093         20,461
   Purchase of property and equipment ............        (7,388)       (12,799)
   Investment in discontinued operations .........            --         (8,958)
                                                        --------       --------
   Net cash provided by investing activities .....        25,995         13,312
                                                        --------       --------

CASH FLOWS FROM FINANCING ACTIVITIES
   Changes in revolving notes ....................         2,400         (7,856)
   Proceeds from notes payable ...................            --          4,250
   Repayments of notes payable ...................       (19,234)       (28,029)
   Repayment of subordinated debt ................        (5,537)        (9,704)
   Dividends .....................................            --           (847)
                                                        --------       --------
   Net cash used in financing activities .........       (22,371)       (42,186)
                                                        --------       --------

INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS ......................................        14,323        (13,786)

CASH AND CASH EQUIVALENTS
   Beginning of period ...........................        58,777         74,547
                                                        --------       --------
   End of period .................................      $ 73,100       $ 60,761
                                                        ========       ========


                         THE GREENBRIER COMPANIES, INC.

SUPPLEMENTAL DISCLOSURE

Reconciliation of Net Cash Provided by Operating Activities to EBITDA(1)
(In thousands, unaudited)



                                                               Three Months Ending May 31,        Nine Months Ending May 31,
                                                               ---------------------------        --------------------------
                                                                 2003               2002            2003              2002
                                                               --------           --------        --------          --------
                                                                                                        
Net cash provided by operating activities.............         $ 13,795           $ 20,149        $ 10,699          $ 15,088
Changes in working capital............................           (5,686)           (12,319)          4,010            (7,924)
Changes in discontinued operations....................           (1,200)           (10,351)             69           (10,192)
Deferred income taxes.................................              (52)             4,563          (1,088)            9,614
Gain on sale of equipment.............................                3                306             336               813
Other.................................................              302                (86)          1,138               (67)
Income tax expense (benefit)..........................            2,423               (669)          2,439            (2,665)
Interest expense......................................            2,340              3,667           8,613            11,830
                                                               --------           --------        --------          --------
EBITDA from continuing operations.....................         $ 11,925           $  5,260        $ 26,216          $ 16,497
                                                               ========           ========        ========          ========


(1) "EBITDA" (earnings from continuing operations before interest, taxes,
depreciation and amortization) is a useful liquidity measurement tool commonly
used by rail supply companies and Greenbrier. It should not be considered in
isolation or as a substitute for cash flows from operating activities or cash
flow statement data prepared in accordance with generally accepted accounting
principles.

                         THE GREENBRIER COMPANIES, INC.

Summarized results of operations of the discontinued operations are:



(In thousands, unaudited)            Three Months Ended            Nine Months Ended
                                           May 31,                      May 31,
                                     ------------------            -----------------
                                     2003          2002           2003           2002
                                   --------      --------       --------       --------
                                                                   
Revenue (1) .................      $ 13,160      $ 18,425       $ 68,911       $ 54,098
Cost of revenue (1) .........        10,753        17,572         62,515         53,144
                                   --------      --------       --------       --------
Margin ......................         2,407           853          6,396            954

Selling and administrative
expense .....................         1,785         1,610          5,561          6,678
Interest expense ............           367           754          1,786          2,761
Special charges (2) .........            --            --             --         17,129
                                   --------      --------       --------       --------
Earnings (loss) before income
taxes and minority interest .           255        (1,511)          (951)       (25,614)

Income tax benefit ..........            99         1,615            217          7,726
Minority interest ...........            --            35             --            132
                                   --------      --------       --------       --------
Earnings (loss) from
discontinued operations .....      $    354      $    139       $   (734)      $(17,756)
                                   ========      ========       ========       ========


The following assets and liabilities of the European operations are classified
as discontinued operations:



(In thousands, unaudited)                               May 31,     August 31,
                                                         2003         2002
                                                        -------      -------
                                                              
Cash and cash equivalents ........................      $ 1,846      $ 8,069
Restricted cash ..................................        4,506          884
Accounts receivable ..............................       18,633        9,645
Inventories (1) ..................................       20,202       39,304
Designs and patents ..............................        7,127        5,995
Property, plant and equipment and other ..........        2,914        1,854
                                                        -------      -------
    Total assets - discontinued operations .......      $55,228      $65,751
                                                        =======      =======

Revolving notes ..................................      $18,988      $22,249
Accounts payable and accrued liabilities (1) .....       40,348       47,385
Notes payable ....................................        7,994        7,554
                                                        -------      -------
    Total liabilities - discontinued operations ..      $67,330      $77,188
                                                        =======      =======

Discontinued operations - liabilities ............      $58,130      $67,988
Estimated liabilities associated with discontinued
operations (3) ...................................        9,200        9,200
                                                        -------      -------
    Total ........................................      $67,330      $77,188
                                                        =======      =======


(1) August 31, 2002 balances include $26.9 million of inventory and associated
deferred revenue for railcars delivered to a customer for which cash was
received but revenue recognition delayed pending certification of the railcars.
Certification was obtained during the first quarter of 2003 and remaining
railcars were delivered allowing recognition of revenue of $27.7 million and the
associated cost of revenue.

(2) Special charges relate to $14.8 million of asset impairment write-downs and
$2.3 million in costs associated with a restructuring plan to reduce the scale
of European operations.

(3) Estimated liabilities associated with discontinued operations represent
certain obligations of the European operations. The settlement and determination
of the final amounts of these obligations will depend in part upon the results
of negotiations.