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) November 10, 2004

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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

TABLE OF CONTENTS

	Item 7.01. Regulation FD Disclosure
	Item 9.01 Financial Statements and Exhibits
SIGNATURES
EXHIBIT 99.1

Item 7.01. Regulation FD Disclosure

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

On November 10, 2004, The Greenbrier Companies issued a press release reporting the Company’s results of operations for the year ended August 31, 2004. A copy of such release is attached as Exhibit 99.1

Item 9.01 Financial Statements and Exhibits

     (c) Exhibits:

     99.1 Press Release dated November 10, 2004 of The Greenbrier Companies, Inc.

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:	November 10, 2004	By:	/s/ Larry G. Brady Larry G. Brady Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

EX-99.1

Exhibit 99.1

For release: November 10, 2004, 6:00 am EST Contact: Mark Rittenbaum

Greenbrier reports annual revenues of a record $729 million, E.P.S. of $.52 for fourth fiscal quarter and $1.37 for fiscal 2004, maintains quarterly dividend of $.06 per share

     Lake Oswego, Oregon, November 10, 2004 – The Greenbrier Companies [NYSE:GBX] today reported results for its fiscal fourth quarter and fiscal year ended August 31, 2004.

HIGHLIGHTS

     Financial Performance:

     For its fiscal fourth quarter, the Company reported:

• Net earnings were $8.0 million, or $.52 per diluted share – more than double the $3.3 million, or $.23 per diluted share in the fourth quarter of fiscal 2003.

• Revenues grew by 47% to $202 million, compared with $137 million in the fourth quarter of fiscal 2003.

• New railcar deliveries were 3,000 units, compared with 2,100 units in the prior year’s fourth quarter.

     For the full fiscal 2004, the Company reported:

• Net earnings were $20.8 million, or $1.37 per diluted share, up dramatically from $4.3 million or $.30 per diluted share in fiscal 2003.

• Revenues grew to a record $729 million, up 37% over $532 million in fiscal 2003.

• New railcar deliveries were a record 10,800 units, compared with 6,500 units in fiscal 2003 and 4,100 units in fiscal 2002.

• New railcar manufacturing backlog in North America and Europe was 13,100 units valued at $760 million on August 31, 2004, compared with 10,700 units at $580 million at August 31, 2003, and 5,200 units at $280 million at August 31, 2002. Industrywide backlog of 61,000 units as of September 30, 2004 is at the highest levels since 1998.

• The Company reinstituted payment of a quarterly dividend of $.06 per share during the year.

• The Company settled litigation, related to its discontinued logistics operations, during the fourth quarter. This settlement, which reduced a loss contingency, resulted in earnings from discontinued operations of $.7 million (net of tax), or $.05 per diluted share, in the fourth quarter and year ended August 31, 2004.

• The Company continues to maintain strong liquidity and reduce the leverage on its balance sheet. Debt and participation paydowns of nearly $60 million were made during the year; unused lines of credit were $125 million. EBITDA from continuing operations for fiscal 2004 was $61 million.

     Strategic Actions:

• During 2004, the Company’s strategic investment in a castings joint venture, which operates two facilities, has become fully operational and provides the Company favorable availability on critical new railcar components that are in short industry supply.

• The Company formed a major subcontractor relationship in North America with another manufacturer of new railcars. This relationship helped push new railcar deliveries in 2004 to a record 10,800 units.

     Enhanced Corporate Governance:

• During 2004, the Company moved from “controlled” company status and improved its Corporate Governance. Don Washburn was added to the Board as an independent director, and Ben Whiteley, an independent Board member, was elected Chairman. Four of the eight Board members are independent under the definition of the New York Stock Exchange.

• The Company formed a Nominating & Corporate Governance Committee, composed of independent directors and has set a goal of having a majority of independent Board members well before the statutory requirement of December 31, 2005.

     Fourth-quarter and fiscal 2004 results were driven by higher production rates, improved margins and operating efficiencies from manufacturing operations, coupled with higher lease rates and lease fleet utilization from leasing operations

     “Our largest market, the new railcar market in North America, remains robust, particularly for double-stack intermodal cars. This helps fuel our financial results,” said William A. Furman, president and chief executive officer. “Order backlogs are at their highest levels in the industry since 1998. Our new railcar backlog grew 22% in fiscal 2004, even while deliveries grew to record levels. We see market strength in both North America and Europe, with backlog providing good financial visibility in fiscal 2005 and into fiscal 2006.”

     “In recent years our experienced team successfully reduced the leverage on the balance sheet, enhanced customer relationships, added manufacturing capacity and flexibility, and built on our leadership in intermodal cars, which is the fastest growing rail equipment market,” said Mr. Furman. “With rising earnings, a large backlog and improved liquidity, we believe Greenbrier is well positioned to capitalize on future opportunities for growth. We continue to explore various strategic options, including acquisition opportunities and a possible shelf registration statement, in consultation with Bear Stearns, our financial advisors.”

     The Greenbrier Companies (www.gbrx.com), headquartered in Lake Oswego, OR, is a leading supplier of transportation equipment and services to the railroad industry. With manufacturing facilities in the U.S., Canada, Mexico and Poland, Greenbrier produces new railroad

freight cars and marine vessels, and performs repair, refurbishment and maintenance activities. Greenbrier owns a lease fleet of approximately 11,000 railcars, and performs management services for approximately 122,000 railcars.

“SAFE HARBOR” STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: This release may contain forward-looking statements. Greenbrier uses words such as “anticipate,” “believe,” “plan,” “expect,” “future,” “intend” and similar expressions to identify forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those reflected in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, actual future costs and the availability of materials and a trained workforce; steel price increases and scrap surcharges; changes in product mix and the mix between manufacturing and leasing & services segment; 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 or suppliers; ability to obtain suitable contracts for the sale of leased equipment; all as may be discussed in more detail under the heading “Forward Looking Statements” on pages 3 through 4 of Part I of our Annual Report on Form 10-K for the fiscal year ended August 31, 2003. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date hereof. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements.

     The Greenbrier Companies will host a teleconference to discuss fourth quarter and fiscal year end results. Teleconference details are as follows:

     Wednesday, November 10, 2004
     8:00 am Pacific Standard 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

August 31,
(In thousands, except per share amounts, unaudited)
Assets	2004		2003
Cash and cash equivalents	$	12,110	$	77,298
Restricted cash		1,085		5,434
Accounts and notes receivable		120,007		80,197
Inventories		113,122		105,652
Investment in direct finance leases		21,244		41,821
Equipment on operating leases		162,258		139,341
Property, plant and equipment		56,415		58,385
Other		22,512		30,820
	$	508,753	$	538,948
Liabilities and Stockholders’ Equity
Revolving notes	$	8,947	$	21,317
Accounts payable and accrued liabilities		178,550		150,874
Participation		37,107		55,901
Deferred income taxes		26,109		16,127
Deferred revenue		2,550		39,779
Notes payable		97,513		117,989
Subordinated debt		14,942		20,921
Subsidiary shares subject to mandatory redemption		3,746		4,898
Stockholders’ equity		139,289		111,142
	$	508,753	$	538,948

THE GREENBRIER COMPANIES, INC.

Consolidated Statements of Operations

Years ended August 31,
(In thousands, except per share amounts, unaudited)	2004			2003			2002
Revenue
Manufacturing	$	653,234		$	461,882		$	295,074
Leasing & services		76,217			70,443			72,250
		729,451			532,325			367,324
Cost of revenue
Manufacturing		595,026			424,378			278,007
Leasing & services		42,241			43,609			44,694
		637,267			467,987			322,701
Margin		92,184			64,338			44,623
Other costs
Selling and administrative expense		48,288			39,962			39,053
Interest and foreign currency		11,468			13,618			18,998
Special charges		1,234			—			33,802
		60,990			53,580			91,853
Earnings (loss) before income tax and equity in unconsolidated subsidiaries		31,194			10,758			(47,230	)
Income tax benefit (expense)		(9,119	)		(4,543	)		23,587
Earnings (loss) before equity in unconsolidated subsidiaries		22,075			6,215			(23,643	)
Minority interest		—			—			127
Equity in loss of unconsolidated subsidiaries		(2,036	)		(1,898	)		(2,578	)
Earnings (loss) from continuing operations		20,039			4,317			(26,094	)
Earnings from discontinued operations (net of tax)		739			—			—
Net earnings (loss)	$	20,778		$	4,317		$	(26,094	)
Basic earnings (loss) per common share:
Continuing operations	$	1.38		$	0.31		$	(1.85	)
Discontinued operations		0.05			—			—
Net earnings (loss)	$	1.43		$	0.31		$	(1.85	)
Diluted earnings (loss) per common share:
Continuing operations	$	1.32		$	0.30		$	(1.85	)
Discontinued operations		0.05			—			—
Net earnings (loss)	$	1.37		$	0.30		$	(1.85	)
Weighted average common shares:
Basic		14,569			14,138			14,121
Diluted		15,199			14,325			14,121

THE GREENBRIER COMPANIES, INC.

Condensed Consolidated Statements of Cash Flows

Years ended August 31,
(In thousands, unaudited)	2004			2003			2002
Cash flows from operating activities:
Net earnings (loss)	$	20,778		$	4,317		$	(26,094	)
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:
Earnings from discontinued operations		(739	)		—			—
Deferred income taxes		9,472			2,304			(13,097	)
Depreciation and amortization		20,840			18,711			23,497
Gain on sales of equipment		(629	)		(454	)		(910	)
Special charges		1,234			—			33,802
Other		2,873			1,830			(2,792	)
Decrease (increase) in assets:
Accounts and notes receivable		(38,570	)		(25,419	)		(4,167	)
Inventories		(11,089	)		(12,592	)		(3,780	)
Other		2,367			1,000			4,210
Increase (decrease) in liabilities:
Accounts payable and accrued liabilities		35,177			34,162			(2,098	)
Participation		(18,794	)		(5,094	)		22
Deferred revenue		(36,975	)		9,574			14,045
Net cash provided by (used in) operating activities		(14,055	)		28,339			22,638
Cash flows from investing activities:
Principal payments received under direct finance leases		9,461			14,294			18,828
Proceeds from sales of equipment		16,217			23,954			24,042
Investment in and advances to unconsolidated subsidiaries		(2,240	)		(3,126	)		—
Decrease (increase) in restricted cash		4,349			(5,300	)		(40	)
Capital expenditures		(42,959	)		(11,895	)		(22,659	)
Net cash provided by (used in) investing activities		(15,172	)		17,927			20,171
Cash flows from financing activities:
Changes in revolving notes		(12,370	)		(4,503	)		(7,166	)
Proceeds from notes payable		—			6,348			4,285
Repayments of notes payable		(21,539	)		(34,058	)		(38,268	)
Repayment of subordinated debt		(5,979	)		(6,148	)		(10,422	)
Dividends		(889	)		—			(847	)
Proceeds from exercise of stock options		6,093			1,797			—
Purchase of subsidiary’s shares subject to mandatory redemption		(1,277	)		—			—
Net cash used in financing activities		(35,961	)		(36,564	)		(52,418	)
Increase (decrease) in cash and cash equivalents		(65,188	)		9,702			(9,609	)
Cash and cash equivalents
Beginning of period		77,298			67,596			77,205
End of period	$	12,110		$	77,298		$	67,596

THE GREENBRIER COMPANIES, INC.

Supplemental Disclosure
Reconciliation of Net Cash Provided by (used in) Operating Activities to EBITDA
(In thousands, unaudited)

	August 31,
	2004			2003			2002
Net cash (used in) provided by operating activities	$	(14,055	)	$	28,339		$	22,638
Changes in working capital		67,884			(1,631	)		(8,232	)
Special Charges		(1,234	)		—			(33,802	)
Deferred income taxes		(9,472	)		(2,304	)		13,097
Gain on sales of equipment		629			454			910
Other		(2,873	)		(1,830	)		2,792
Income tax expense (benefit)		9,119			4,543			(23,587	)
Interest and foreign currency		11,468			13,618			18,998
EBITDA from continuing operations	$	61,466		$	41,189		$	(7,186	)

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.

Quarterly Results of Operations
Unaudited operating results by quarter for 2004 and 2003 are as follows:
(In thousands, except per share amounts)

	First			Second			Third			Fourth			Total
2004
Revenue
Manufacturing	$	117,303		$	148,725		$	207,136		$	180,070		$	653,234
Leasing & services		17,896			17,836			18,157			22,328			76,217
		135,199			166,561			225,293			202,398			729,451
Cost of revenue
Manufacturing		104,589			138,993			189,275			162,169			595,026
Leasing & services		10,837			10,404			10,301			10,699			42,241
		115,426			149,397			199,576			172,868			637,267
Margin		19,773			17,164			25,717			29,530			92,184
Other costs
Selling and administrative expense		10,060			10,924			12,352			14,952			48,288
Interest expense		2,601			2,604			2,932			3,331			11,468
Special charges		—			1,234			—			—			1,234
Earnings before income tax, minority interest, and equity in unconsolidated subsidiaries		7,112			2,402			10,433			11,247			31,194
Income tax benefit (expense)		(2,639	)		1,309			(4,116	)		(3,673	)		(9,119	)
Equity in loss of unconsolidated subsidiaries		(318	)		(1,474	)		58			(302	)		(2,036	)
Net earnings from continuing operations		4,155			2,237			6,375			7,272			20,039
Earnings from discontinued operations		—			—			—			739			739
Net earnings	$	4,155		$	2,237		$	6,375		$	8,011		$	20,778
Basic earnings per common share:
Continuing operations	$	.29		$	.15		$	.44		$	.50		$	1.38
Net earnings	$	.29		$	.15		$	.44		$	.55		$	1.43
Diluted earnings per common share:
Continuing operations	$	.28		$	.15		$	.42		$	.47		$	1.32
Net earnings	$	.28		$	.15		$	.42		$	.52		$	1.37

	First			Second			Third			Fourth			Total
2003
Revenue
Manufacturing	$	121,111		$	100,390		$	121,259		$	119,122		$	461,882
Leasing & services		17,679			18,190			16,853			17,721			70,443
		138,790			118,580			138,112			136,843			532,325
Cost of revenue
Manufacturing		113,833			95,438			109,247			105,860			424,378
Leasing & services		11,566			10,961			10,265			10,817			43,609
		125,399			106,399			119,512			116,677			467,987
Margin		13,391			12,181			18,600			20,166			64,338
Other costs
Selling and administrative expense		9,455			9,553			10,102			10,852			39,962
Interest and foreign exchange		3,934			3,758			2,707			3,219			13,618
Earnings (loss) before income tax, minority interest, and equity in unconsolidated subsidiary		2			(1,130	)		5,791			6,095			10,758
Income tax benefit (expense)		(210	)		312			(2,324	)		(2,321	)		(4,543	)
Minority interest		(18	)		18			—			—			—
Equity in loss of unconsolidated subsidiary		(517	)		(437	)		(461	)		(483	)		(1,898	)
Net earnings (loss)	$	(743	)	$	(1,237	)	$	3,006		$	3,291		$	4,317
Basic earnings (loss) per common share:	$	(.05	)	$	(.09	)	$	.21		$	.24		$	.31
Diluted earnings (loss) per common share:	$	(.05	)	$	(.09	)	$	.21		$	.23		$	.30

Certain reclassifications have been made to conform to the 2004 presentation.