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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Form 10-Q

/x/
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended May 31, 2001

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)

Delaware
(State of Incorporation) 93-0816972
(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)

    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 / /

    The number of shares of the registrant's common stock, $0.001 par value per share, outstanding on July 6, 2001 was 14,121,132 shares.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Consolidated Balance Sheets

(In thousands, except per share amounts, unaudited)

			May 31, 2001			August 31, 2000
Assets
	Cash and cash equivalents		$	39,257		$	12,908
	Accounts and notes receivable			69,921			66,150
	Inventories			129,258			127,484
	Investment in direct finance leases			109,026			124,780
	Equipment on operating leases			128,231			122,074
	Property, plant and equipment			78,480			77,628
	Intangible assets			25,428			23,001
	Other			28,108			30,084
			$	607,709		$	584,109
Liabilities and Stockholders' Equity
	Revolving notes			32,819		$	13,019
	Accounts payable and accrued liabilities			127,893			147,792
	Deferred participation			55,964			54,266
	Deferred income taxes			23,707			25,238
	Notes payable			186,757			159,363
	Subordinated debt			37,491			37,748
	Minority interest			5,072			5,068
	Commitments and contingencies (Note 6)
	Stockholders' equity:
		Preferred stock—$0.001 par value; 25,000 shares authorized; none outstanding		—			—
		Common stock—$0.001 par value; 50,000 shares authorized; 14,121 and 14,227 outstanding at May 31, 2001 and August 31, 2000		14			14
		Additional paid-in capital		49,290			50,249
		Retained earnings		92,683			94,756
		Accumulated other comprehensive loss		(3,981	)		(3,404	)
				138,006			141,615
			$	607,709		$	584,109

The accompanying notes are an integral part of these statements.

2

Consolidated Statements of Operations

(In thousands, except per share amounts, unaudited)

		Three Months Ended May 31,						Nine Months Ended May 31,
		2001			2000			2001			2000
Revenue
	Manufacturing	$	129,032		$	147,054		$	398,985		$	388,236
	Leasing & services		19,317			24,861			60,266			69,504
			148,349			171,915			459,251			457,740
Cost of revenue
	Manufacturing		116,841			131,041			366,693			343,124
	Leasing & services		10,851			11,817			32,030			36,363
			127,692			142,858			398,723			379,487
Margin			20,657			29,057			60,528			78,253
Other Costs
	Selling and administrative expense		13,969			13,600			38,354			42,189
	Interest expense		6,298			5,979			16,739			16,018
			20,267			19,579			55,093			58,207
Earnings before income tax expense, minority interest and equity in earnings (loss) of unconsolidated subsidiary			390			9,478			5,435			20,046
Income tax expense			(1,394	)		(4,928	)		(4,168	)		(10,891	)
Earnings (loss) before minority interest and equity in earnings (loss) of unconsolidated subsidiary			(1,004	)		4,550			1,267			9,155
Minority interest			16			(368	)		(3	)		(1,512	)
Equity in earnings (loss) of unconsolidated subsidiary			(339	)		59			478			1,325
Net earnings (loss)		$	(1,327	)	$	4,241		$	1,742		$	8,968
Basic earnings (loss) per common share		$	(.09	)	$	.30		$	.12		$	.63
Diluted earnings (loss) per common share		$	(.09	)	$	.30		$	.12		$	.63
Weighted average common shares:
	Basic		14,121			14,255			14,141			14,255
	Diluted		14,121			14,255			14,165			14,275

The accompanying notes are an integral part of these statements.

3

Consolidated Statements of Cash Flows

(In thousands, unaudited)

				Nine Months Ended May 31,
				2001			2000
Cash flows from operating activities:
	Net earnings			$	1,742		$	8,968
	Adjustments to reconcile net earnings to net cash used in operating activities:
		Deferred income taxes			(1,531	)		1,961
		Deferred participation			1,698			2,988
		Depreciation and amortization			16,536			14,789
		Gain on sales of equipment			(1,186	)		(4,303	)
		Other			265			3,857
		Decrease (increase) in assets:
			Accounts and notes receivable		(3,771	)		(46,091	)
			Inventories		(21,140	)		(53,318	)
			Other		1,831			(4,452	)
		Increase (decrease) in liabilities:
			Accounts payable and accrued liabilities		(26,403	)		4,767
	Net cash used in operating activities				(31,959	)		(70,834	)
Cash flows from investing activities:
	Acquisitions, net of cash acquired				(282	)		(2,024	)
	Purchase of minority interest				—			(7,618	)
	Principal payments received under direct finance leases				15,315			13,479
	Proceeds from sales of equipment				47,328			38,862
	Purchase of property and equipment				(47,115	)		(54,461	)
	Net cash provided by (used in) investing activities				15,246			(11,762	)
Cash flows from financing activities:
	Changes in revolving notes				19,800			35,342
	Proceeds from notes payable				50,801			5,421
	Repayments of notes payable				(22,765	)		(20,888	)
	Dividends				(3,815	)		(3,850	)
	Purchase of Company's common stock				(959	)		—
	Distribution of earnings to minority investors				—			(1,184	)
	Net cash provided by financing activities				43,062			14,841
Increase (decrease) in cash and cash equivalents					26,349			(67,755	)
Cash and cash equivalents
	Beginning of period				12,908			77,796
	End of period			$	39,257		$	10,041
Cash paid during the period for:
	Interest			$	13,882		$	12,684
	Income taxes				7,445			2,346
Non-cash activity:
	Transfer of equipment in inventory to operating leases			$	17,857		$	—

The accompanying notes are an integral part of these statements.

4

Notes to Consolidated Financial Statements
(Unaudited)

Note 1—Interim Financial Statements

    The consolidated financial statements of The Greenbrier Companies, Inc. and Subsidiaries ("Greenbrier" or the "Company") as of May 31, 2001 and for the three and nine months ended May 31, 2001 and May 31, 2000 have been prepared without audit and reflect all adjustments (consisting of normal recurring accruals) which, in the opinion of management, are necessary for a fair presentation of the financial position and operating results for the periods indicated. The results of operations for the three and nine months ended May 31, 2001 are not necessarily indicative of the results to be expected for the entire year ending August 31, 2001. Certain reclassifications have been made to the prior year's consolidated financial statements to conform with the 2001 presentation.

Change in accounting principle—Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities ("SFAS No. 133"), requires that all derivatives be recognized as either assets or liabilities measured at fair value. The Company adopted SFAS No. 133 as of September 1, 2000, and accordingly the adjustment to fair market value of derivative instruments has been included as the cumulative effect of a change in accounting principle in Accumulated other comprehensive loss on the Consolidated Balance Sheet.

Management estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. This includes, among other things, evaluation of the remaining life and recoverability of long-lived assets, which the Company continues to evaluate. Actual results could differ from those estimates.

    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 financial statements should be read in conjunction with the consolidated financial statements contained in Greenbrier's 2000 Annual Report incorporated by reference into the Company's 2000 Annual Report on Form 10-K.

Note 2—Inventories

(In thousands)

	MAY 31, 2001		August 31, 2000
Manufacturing supplies and raw materials	$	27,368	$	23,071
Work-in-process		43,656		55,227
Railcars held for sale or refurbishment		58,234		49,186
	$	129,258	$	127,484

5

Note 3—Comprehensive Income

    The following is a reconciliation of net earnings to comprehensive income (loss):

(In thousands)

	Three Months Ended May 31,						Nine Months Ended May 31,
	2001			2000			2001			2000
Net earnings (loss)	$	(1,327	)	$	4,241		$	1,742		$	8,968
Cumulative effect of change in accounting principle (net of tax effect) (Note 4)		—			—			1,077			—
Gain on derivative financial instruments recognized in net earnings (loss) (net of tax effect)		(1,580	)		—			(1,091	)		—
Unrealized gain (loss) on derivative financial instruments (net of tax effect)		810			—			(730	)		—
Foreign currency translation adjustment (net of tax effect)		(428	)		(1,157	)		167			(1,770	)
	$	(2,525	)	$	3,084		$	1,165		$	7,198

Note 4—Derivative Instruments

    Foreign operations give rise to market risks from changes in foreign currency exchange rates. Greenbrier utilizes foreign currency forward exchange contracts with established financial institutions to hedge a portion of that risk. Interest rate swap agreements are utilized to reduce the impact of changes in interest rates on certain variable rate debt. The Company's foreign currency forward exchanges and interest rate swaps are designated as cash flow hedges, and therefore the unrealized gains and losses are recorded in other comprehensive income.

    In accordance with the transition provisions of SFAS No. 133, adopted by Greenbrier on September 1, 2000, a cumulative effect of a change in accounting principle of $1.1 million (net of tax) was recorded on the balance sheet as a component of other comprehensive income.

    At May 31, 2001 exchange rates, forward exchange contracts for the purchase of Canadian dollars aggregated $40.6 million and contracts for the purchase of Polish zloties aggregated $11.1 million. The fair value of these cash flow hedges at May 31, 2001 as compared to the carrying amount resulted in an unrealized pre-tax loss of $.3 million. As these contracts mature at various dates through November 2001, any such loss remaining will be recognized in income as the related transactions are recognized.

    At May 31, 2001 exchange rates, interest rate swap agreements had a notional amount of $96.8 million and mature between August 2006 and March 2013. The fair value of these cash flow hedges at May 31, 2001 as compared to the carrying amount resulted in an unrealized pre-tax loss of $1.0 million. As interest expense on the underlying debt is recognized, amounts corresponding to the interest rate swaps are reclassified from other comprehensive income and charged or credited to interest expense. At May 31, 2001 interest rates, approximately $1.5 million would be reclassified to interest expense in the next 12 months.

Note 5—Segment Information

    Greenbrier operates in two reportable segments: manufacturing and leasing & services. The accounting policies of the segments are the same as those described in the summary of significant accounting policies in the consolidated financial statements contained in the Company's 2000 Annual Report. Performance is evaluated based on margin, which is presented on the Consolidated Statements of Operations. Intersegment sales and transfers are accounted for as if the sales or transfers were to third parties.

6

    The information in the following table is derived directly from the segments' internal financial reports used for corporate management purposes.

(In thousands)

		Three Months Ended May 31,						Nine Months Ended May 31,
		2001			2000			2001			2000
Revenue:
	Manufacturing	$	138,423		$	149,198		$	425,467		$	441,463
	Leasing & services		22,275			31,054			69,435			89,221
	Intersegment eliminations		(12,349	)		(8,337	)		(35,651	)		(72,944	)
		$	148,349		$	171,915		$	459,251		$	457,740

Note 6—Commitments and Contingencies

    From time to time, the Company is involved as a defendant in litigation in the ordinary course of business, the outcome of which cannot be predicted with certainty. Litigation has been initiated by former shareholders of Interamerican Logistics, Inc. ("Interamerican"), which was acquired in the fall of 1996. The plaintiffs allege that the Company violated the agreements pursuant to which it acquired ownership of Interamerican and seek damages aggregating $4.5 million Canadian. Management contends the claim to be without merit and intends to vigorously defend its position. Management believes that any ultimate liability resulting from litigation will not materially affect the financial position, results of operations, or cash flows of the Company.

    Environmental studies have been conducted of owned and leased properties that indicate additional investigation and some remediation may be necessary. The Portland, Oregon manufacturing facility is located on the Willamette River. The United States Environmental Protection Agency (the "EPA") has classified portions of the river bed, including the portion fronting the facility, as a federal "superfund" site due to sediment contamination. The Company and more than 60 other parties have received a "General Notice" of potential liability from the EPA. There is no indication that the Company has contributed to contamination of the Willamette River bed, although uses by prior owners of the property may have contributed. Nevertheless, ultimate classification of the Willamette River may have an impact on the value of the Company's investment in the property and may require the Company to initially bear a portion of the cost of any mandated remediation. The Company may be required to perform periodic maintenance dredging in order to continue to launch vessels from its launch ways on the river, and classification as a superfund site could result in some limitations on future launch activity. The outcome of such actions cannot be estimated; however, management believes that any ultimate liability resulting from environmental issues will not materially affect the financial position, results of operations, or cash flows of the Company. Management believes that the Company's operations adhere to sound environmental practices, applicable laws and regulations.

7

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

    Greenbrier currently operates in two primary business segments: manufacturing and leasing & services. The two business segments are operationally integrated. With operations in North America and Europe, the manufacturing segment produces double-stack intermodal railcars, conventional railcars, marine vessels and forged steel products and performs railcar refurbishment and maintenance activities. In Europe, the Company also manufactures new freight cars through the use of unaffiliated subcontractors. Such activities are included in the manufacturing segment. The leasing & services segment owns or manages approximately 42,000 railcars for railroads, institutional investors and other leasing companies.

    Railcars are generally manufactured under firm orders from third parties, and revenue is recognized when the cars are completed and accepted by the customer. Greenbrier also manufactures railcars prior to receipt of firm orders to maintain continuity of manufacturing operations and may also build railcars for its own lease fleet. Railcars produced in a given period may be delivered in subsequent periods, delaying revenue recognition. Revenue does not include sales of new railcars to, or refurbishment services performed for, the leasing & services segment since intercompany transactions are eliminated in preparing the consolidated financial statements. The margin generated from such sales or refurbishment activity is realized by the leasing & services segment over the related life of the asset or upon sale of the equipment.

Overview

    Total revenues for the three months ended May 31, 2001 were $148.3 million, a decrease of $23.6 million compared to 2000 revenues of $171.9 million. Total revenues for the nine months ended May 31, 2001 were $459.3 million, an increase of $1.6 million over 2000 revenues of $457.7 million.

    Net loss for the three months ended May 31, 2001 was $1.3 million, or $.09 per diluted common share compared to net earnings of $4.2 million, or $0.30 per diluted common share for the three months ended May 31, 2000. Net earnings for the nine months ended May 31, 2001 were $1.7 million, or $.12 per diluted common share compared to net earnings of $9.0 million, or $0.63 per diluted common share for the nine months ended May 31, 2000. In response to continued softness in the North American railcar market, the Company has reduced production levels and implemented cost reduction programs resulting in a reduction of manufacturing, commercial and corporate employees. Unusual charges for the three months ended May 31, 2001 relating to production slowdown and staff reductions impacted net earnings by approximately $1.2 million, or $.08 per diluted common share.

    In January 2000, Greenbrier purchased the Freight Wagon Division of DaimlerChrysler Rail Systems located in Siegen, Germany. The acquired operation provides expertise in the fields of engineering, design, sales and marketing and project management. It also includes a comprehensive portfolio of railcar designs certified for the European marketplace, which enhanced production at Greenbrier's Polish manufacturing facility. Accordingly, a significant portion of the assets acquired were intangibles.

Three Months Ended May 31, 2001 Compared to Three Months Ended May 31, 2000

Manufacturing Segment

    Manufacturing revenue includes results from new railcar, marine, forge, refurbishment and maintenance activities. New railcar delivery and backlog information disclosed herein includes all facilities, including the joint venture in Mexico that is accounted for by the equity method.

    Manufacturing revenue for the three months ended May 31, 2001 was $129.0 million compared to $147.1 million in the corresponding prior period, a decrease of $18.1 million, or 12.3%. The decrease is primarily due to a different product mix with a lower unit sales value. New railcar deliveries were approximately 2,000 units in both the current and prior comparable period.

8

    The manufacturing backlog of railcars for sale and lease for all facilities as of May 31, 2001 was approximately 4,600 railcars with an estimated value of $230.0 million compared to 4,300 railcars valued at $260.0 million as of February 28, 2001.

    Gross margin for the three months ended May 31, 2001 was 9.4% compared to the prior period gross margin of 10.9%. During the current quarter the Company realized improved European margins, efficiencies of longer production runs at certain facilities and reduced raw material costs offset by production difficulties on certain car types, reduced staffing and production rates and a more competitive market environment in North America.

Leasing & Services Segment

    Leasing & services revenue decreased $5.6 million, or 22.5%, to $19.3 million for the three months ended May 31, 2001 compared to $24.9 million for the three months ended May 31, 2000. The decrease is primarily a result of lower gains on sales of leased equipment, the maturing of the direct finance lease portfolio and the completion of certain automobile carrier contracts offset somewhat by new leases.

    Pre-tax earnings realized on the disposition of leased equipment during the quarter amounted to $23 thousand compared with $3.9 million for the corresponding prior period.

    Leasing & services operating margin decreased to 43.8% for the three-month period ended May 31, 2001 from 52.5% for the comparable prior period due to lower gains on sales of leased equipment.

Other Costs

    Selling and administrative expense was $14.0 million for the three months ended May 31, 2001 compared to $13.6 million for the comparable prior period, an increase of $.4 million, or 2.9%. The increase is primarily the result of costs associated with European operations.

    Income tax expense for the three months ended May 31, 2001 and May 31, 2000 represents an effective tax rate of 42.0% on United States operations and varying effective tax rates on foreign operations. Currently no benefit is recognized for European operating losses. As United States operations have been profitable and European operations have generated losses, tax expense is not proportionate to pre-tax earnings.

Nine Months Ended May 31, 2001 Compared to Nine Months Ended May 31, 2000

Manufacturing Segment

    Manufacturing revenue for the nine months ended May 31, 2001 was $399.0 million compared to $388.2 million in the corresponding prior period, an increase of $10.8 million, or 2.8%. New railcar deliveries were approximately 6,500 units in the current period compared to 6,200 units in the prior comparable period. The increase in revenue is primarily due to increased new railcar deliveries in Europe where revenues more than doubled in the current period as compared with the prior period. This increase is directly related to the acquisition in January 2000.

    Gross margin for the nine months ended May 31, 2001 was 8.1% compared to the prior period gross margin of 11.6%. The decrease was primarily due to production difficulties on certain car types, reduced production rates and a more competitive market environment in North America partially offset by improved European margins, efficiencies of longer production runs at certain facilities and reduced raw material costs.

9

Leasing & Services Segment

    Leasing & services revenue decreased $9.2 million, or 13.2%, to $60.3 million for the nine months ended May 31, 2001 compared to $69.5 million for the nine months ended May 31, 2000. The decrease is primarily a result of the maturing of the direct finance lease portfolio, the completion of certain automobile carrier contracts and gains on the sale of leased assets of $4.3 million in the prior period compared to $1.2 million for the current period.

    Leasing & services operating margin decreased to 46.9% for the nine-month period ended May 31, 2001 compared 47.7% for the comparable prior period.

Other Costs

    Selling and administrative expense was $38.4 million for the nine months ended May 31, 2001 compared to $42.2 million for the comparable prior period, a decrease of $3.8 million, or 9.0%. The decrease is primarily the result of cost containment measures partially offset by increases due to the acquisition completed in January 2000 and an increase in new product development. As a percentage of revenue, selling and administrative expense decreased to 8.4% for the nine months ended May 31, 2001 from 9.2% in the prior comparable period.

    Income tax expense for the nine months ended May 31, 2001 and 2000 represents an effective tax rate of 42.0% on United States operations and varying effective tax rates on foreign operations. Currently no benefit is recognized for European operating losses. As United States operations have been profitable and European operations have generated losses, tax expense is not proportionate to pre-tax earnings.

Liquidity and Capital Resources

    Greenbrier's growth has been financed through cash generated from operations and borrowings from financial institutions. Cash utilization in the current year is primarily due to timing of railcar syndication activities and additions to the lease fleet. All amounts originating in a foreign currency have been translated at the May 31, 2001 exchange rates.

    Credit facilities aggregated $159.7 million as of May 31, 2001. A $60.0 million revolving line of credit is available through July 31, 2001 to provide working capital and interim financing of equipment for the leasing & services operations. A $40.0 million line of credit to be used for working capital is available through February 2002 for United States manufacturing operations. A $19.4 million line of credit is available through July 31, 2001 for working capital for Canadian manufacturing operations. Lines of credit totaling $30.5 million are available principally through December 2001 for working capital for Polish manufacturing operations. Lines of credit totaling $9.8 million are available to support other European operations. Recently the Company has renewed the majority of the credit lines with existing banks and expects to renew the additional lines as they mature. Advances under the lines of credit bear interest at rates that vary depending on the type of borrowing and certain defined ratios. At May 31, 2001, the Company received a waiver for non-compliance of a certain covenant relating to the Canadian line of credit. At May 31, 2001, there were no borrowings outstanding under the leasing & services line and $.4 million, $7.1 million, $19.7 million and $5.6 million were outstanding under the United States, Canadian, Polish and European manufacturing lines. Available borrowings under these lines are principally based upon defined levels of receivables, inventory and leased equipment.

    In addition, bank guarantee facilities totaling $32.5 million are available to support European operations, of which $8.3 million were issued at May 31, 2001. Subsequent to May 31, 2001, additional guarantee facilities totaling $4 million were obtained to support European operations.

10

    Capital expenditures totaled $47.1 million and $54.5 million for the nine months ended May 31, 2001 and 2000. Of these capital expenditures, approximately $37.6 and $39.0 million were attributable to leasing & services operations. Leasing & services capital expenditures for the remainder of 2001 are expected to be approximately $20.0 million. Greenbrier regularly sells assets from its lease fleet, some of which may have been purchased within the current year and included in capital expenditures.

    Approximately $9.5 million and $15.5 million of the capital expenditures for the nine months ended May 31, 2001 and 2000 were attributable to manufacturing operations. Manufacturing capital expenditures for the remainder of 2001 are expected to be nominal.

    Foreign operations give rise to market risks from changes in foreign currency exchange rates. Greenbrier utilizes foreign currency forward exchange contracts with established financial institutions to hedge a portion of that risk. No provision has been made for credit loss due to counterparty non-performance.

    Forward exchange contracts for the purchase of Canadian dollars aggregated $40.6 million and contracts for the purchase of Polish zloties aggregated $11.1 million. These contracts mature at various dates through November 2001.

    Interest rate swap agreements are utilized to reduce the impact of changes in interest rates on certain debt. Interest rate swap agreements had a notional amount of $96.8 million and mature between August 2006 and March 2013.

    A quarterly dividend of $0.09 per share was declared in July 2001, to be paid in August. Future dividends are dependent upon earnings, capital requirements and financial condition of the Company.

    Management expects existing funds and cash generated from operations, together with borrowings under existing credit facilities and long-term financing, to be sufficient to fund dividends, working capital needs and planned capital expenditures.

Forward-Looking Statements

    From time to time, Greenbrier or its representatives have made or may make forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to expectations, beliefs and strategies regarding the future. Such forward-looking statements may be included in, but not limited to, press releases, oral statements made with the approval of an authorized executive officer or in various filings made by the Company with the Securities and Exchange Commission. These forward-looking statements rely on a number of assumptions concerning future events and include statements relating to:

•

financing sources for future expansion, other business development activities, capital spending and railcar syndication activities;



•

improved earnings in Europe;



•

improved European railcar market environment;



•

increased stockholder value;



•

increased competition;



•

market slowdown in North America;



•

share of new and existing markets;



•

increased production;



•

increased railcar services business;

11

•

valuation of the remaining life and recoverability of long-lived assets;



•

short- and long-term revenue and earnings effects of the above items; and



•

anticipated results of operations for the year or any interim period.

    These forward-looking statements are subject to a number of uncertainties and other factors outside Greenbrier's control. The following are among the factors, particularly in North America and Europe, that could cause actual results or outcomes to differ materially from the forward-looking statements:

•

a delay or failure of acquisitions, products or services to compete successfully;



•

actual future costs and the availability of materials and a trained workforce;



•

changes in product mix and the mix between manufacturing and leasing & services revenue;



•

labor disputes, energy shortages or operating difficulties that might disrupt manufacturing operations or the flow of cargo;



•

production difficulties and product delivery delays as a result of, among other matters, changing technologies or non-performance of subcontractors;



•

ability to obtain suitable contracts for the sale of leased equipment;



•

lower-than-anticipated residual values for leased equipment;



•

discovery of defects in railcars resulting in increased warranty cost or litigation;



•

resolution or outcome of pending litigation;



•

the ability to consummate expected sales;



•

the ability to achieve anticipated lease rates on railcars held or managed for lease;



•

delays in receipt of orders, risks that contracts may be canceled during their term or not renewed and that customers may not purchase as much equipment under the contracts as anticipated;



•

financial condition and/or budgeting constraints of principal customers;



•

market acceptance and/or regulatory or governmental licensing to permit use of products;



•

competitive factors, including increased competition, introduction of competitive products and price pressures;



•

industry overcapacity;



•

shifts in market demand;



•

domestic and global business conditions and growth or reduction in the surface transportation industry;



•

domestic and global political, regulatory or economic conditions;



•

changes in interest rates;



•

changes in fuel and/or energy prices;



•

commodity price fluctuations; and



•

economic impacts from currency fluctuations in the Company's worldwide operations.

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    Any forward-looking statements should be considered in light of these factors. Greenbrier assumes no obligation to update or revise any forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such forward-looking statements or if Greenbrier later becomes aware that these assumptions are not likely to be achieved.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    Greenbrier has assessed its exposure to market risk for its variable rate debt and foreign currency exposures and believes that exposures to such risks are not material. Foreign operations give rise to market risks from changes in foreign currency exchange rates. Greenbrier utilizes foreign currency forward exchange contracts with established financial institutions to hedge a portion of that risk. Even though forward exchange contracts are entered into to mitigate the impact of currency fluctuations, certain exposure remains which may affect operating results. No provision has been made for credit loss due to counterparty non-performance.

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PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(a)	Exhibits
	None
(b)	Form 8-K
	No reports on Form 8-K were filed during the quarter for which this report is filed.

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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 13, 2001	By:	/s/ LARRY G. BRADY Larry G. Brady Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

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QuickLinks

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements (Unaudited)
Note 1—Interim Financial Statements
Note 2—Inventories
Note 3—Comprehensive Income
Note 4—Derivative Instruments
Note 5—Segment Information
Note 6—Commitments and Contingencies
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES