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 2, 2005

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)

Former name or former address, if changed since last report: N/A

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 (see General Instruction A.2. below):

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))

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Item 2.02 Results of Operations and Financial Condition

On November 2, 2005, The Greenbrier Companies issued a press release reporting the Company’s results of operations for the year ended August 31, 2005. 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 2, 2005 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 2, 2005	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 2, 2005, 6:00 am EST	Contact:	Mark Rittenbaum
		503-684-7000

Greenbrier reports record results for fiscal 2005: EPS is $1.92 on revenues of over $1 billion; fourth quarter EPS is $.68 on revenues of $265 million

     Lake Oswego, Oregon, November 2, 2005 — The Greenbrier Companies [NYSE:GBX] today reported results for its fiscal fourth quarter and fiscal year ended August 31, 2005.

     Highlights

     Financial Performance:

     For its fiscal fourth quarter, the Company reported:

• Net earnings were $10.6 million, or $.68 per diluted share — up 33% from the $8.0 million, or $.52 per diluted share in the fourth quarter of fiscal 2004.

• Revenues grew by 31% to $265 million, compared with $202 million in the fourth quarter of fiscal 2004.

• New railcar deliveries were 3,300 units, compared with 3,000 units in the prior year’s fourth quarter.

     For the full fiscal 2005, the Company reported:

• Net earnings were a record $29.8 million, or $1.92 per diluted share, up 43% from $20.8 million or $1.37 per diluted share in fiscal 2004.

• Revenues grew to a record $1 billion, up 40% from $729 million in fiscal 2004.

• New railcar deliveries were a record 13,200 units, compared with 10,800 units in fiscal 2004.

• New railcar manufacturing backlog in North America and Europe was 9,600 units valued at $550 million on August 31, 2005, compared with 13,100 units at $760 million at August 31, 2004, and 10,700 units at $580 million at August 31, 2003.

• The Company increased the payment of its quarterly dividend to $.08 per share during the year.

• EBITDA for fiscal 2005 was $88 million, compared to $62 million in 2004.

     Strategic Accomplishments:

• During 2005, the Company increased the public float in its stock and simplified its capital structure. This objective was achieved through a secondary stock offering, issuance of $175 million of senior unsecured notes, and a new $150 million revolving credit facility.

• Greenbrier acquired the remaining 50% interest in its joint venture to build freight cars in Sahagun Mexico and took over day-to-day management of the operations. The financial performance of this operation has improved dramatically under Greenbrier’s control.

• The Company expanded global supply chain initiatives through a strategic alliance with Zhuzhou Rolling Stock Works (ZRSW), part of China South Rail, the largest freight car manufacturer in China. Through ZRSW and other global suppliers, the Company continues to drive down its manufacturing costs, increase throughput, and identify commercial collaboration opportunities in China and elsewhere.

• Greenbrier entered into an agreement with Babcock & Brown Rail Management LLC (“BBRM”) to jointly acquire and lease railcars for the North American market. To date, nearly 4,000 railcars have been ordered. We, along with BBRM, currently intend to sell the railcars to investors through an investment vehicle, maintain a minority interest in the investment, and to manage the railcars for these investors.

     Enhanced Corporate Governance:

• The Company met its goal of having a majority of independent Board members well before the statutory requirement of December 31, 2005. Ambassador Charles Swindells was added to the Board as an independent director. Five of the eight Board members are independent under the definition of the New York Stock Exchange.

            Fourth-quarter and fiscal 2005 results were driven by higher production rates, the acquisition of the remaining 50% interest in the Company’s Mexican manufacturing operations, coupled with higher lease fleet utilization and margins.

            William A. Furman, president and chief executive officer, said, “Fiscal 2005 was a very successful year for the Company, marked by numerous financial, strategic and corporate governance accomplishments. Our backlog coupled with railroad industry fundamentals provides good financial visibility for 2006 and into 2007.”

            Furman added, “Our strong balance sheet and liquidity position continue to position the Company to capitalize on future opportunities for growth, both organically and through acquisitions.”

            The Greenbrier Companies (www.gbrx.com), headquartered in Lake Oswego, OR, is a leading supplier of transportation equipment and services to the railroad industry. In addition to building new railroad freight cars in the U.S., Canada, and Mexico and to repairing and refurbishing freight cars and wheels at 17 locations across North America, Greenbrier builds new railroad freight cars and refurbishes freight cars for the European

market through both its operations in Poland and various subcontractor facilities throughout Europe. Greenbrier owns approximately 10,000 railcars, and performs management services for approximately 129,000 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, 2004. 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 2, 2005
8:00 am Pacific Standard Time
Phone #: 630-395-0143, Password: “Greenbrier”
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)
Assets	2005		2004
Cash and cash equivalents	$	73,204	$	12,110
Restricted cash		93		1,085
Accounts and notes receivable		122,957		120,007
Inventories		121,698		92,969
Railcars held for sale		59,421		20,153
Investment in direct finance leases		9,974		21,244
Equipment on operating leases		183,155		162,258
Property, plant and equipment		73,203		56,415
Other		27,502		22,512
	$	671,207	$	508,753
Liabilities and Stockholders’ Equity
Revolving notes	$	12,453	$	8,947
Accounts payable and accrued liabilities		195,258		178,550
Participation		21,900		37,107
Deferred income tax		31,629		26,109
Deferred revenue		6,910		2,550
Notes payable		214,635		97,513
Subordinated debt		8,617		14,942
Subsidiary shares subject to mandatory redemption		3,746		3,746
Stockholders’ equity		176,059		139,289
	$	671,207	$	508,753

THE GREENBRIER COMPANIES, INC.

Consolidated Statements of Operations
Years ended August 31,

(In thousands, except per share amounts)	2005			2004			2003
Revenue
Manufacturing	$	941,161		$	653,234		$	461,882
Leasing & services		83,061			76,217			70,443
		1,024,222			729,451			532,325
Cost of revenue
Manufacturing		857,950			595,026			424,378
Leasing & services		41,099			42,241			43,609
		899,049			637,267			467,987
Margin		125,173			92,184			64,338
Other costs
Selling and administrative expense		57,425			48,288			39,962
Interest and foreign exchange		14,835			11,468			13,618
Special charges		2,913			1,234			—
		75,173			60,990			53,580
Earnings before income tax and equity in unconsolidated subsidiaries		50,000			31,194			10,758
Income tax expense		(19,911	)		(9,119	)		(4,543	)
Earnings before equity in unconsolidated subsidiaries		30,089			22,075			6,215
Equity in loss of unconsolidated subsidiaries		(267	)		(2,036	)		(1,898	)
Earnings from continuing operations		29,822			20,039			4,317
Earnings from discontinued operations (net of tax)		—			739			—
Net earnings	$	29,822		$	20,778		$	4,317
Basic earnings per common share:
Continuing operations	$	1.99		$	1.38		$	0.31
Discontinued operations		—			0.05			—
	$	1.99		$	1.43		$	0.31
Diluted earnings per common share:
Continuing operations	$	1.92		$	1.32		$	0.30
Discontinued operations		—			0.05			—
	$	1.92		$	1.37		$	0.30
Weighted average common shares:
Basic		15,000			14,569			14,138
Diluted		15,560			15,199			14,325

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THE GREENBRIER COMPANIES, INC.

Condensed Consolidated Statements of Cash Flows
Years ended August 31,

(In thousands)	2005			2004			2003
Cash flows from operating activities:
Net earnings	$	29,822		$	20,778		$	4,317
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
Earnings from discontinued operations		—			(739	)		—
Deferred income taxes		5,807			9,646			2,620
Tax benefit of stock options exercised		2,393			—			—
Depreciation and amortization		22,939			20,840			18,711
Gain on sales of equipment		(6,797	)		(629	)		(454	)
Special charges		—			1,234			—
Other		651			1,332			661
Decrease (increase) in assets:
Accounts and notes receivable		(32,328	)		(37,786	)		(24,786	)
Inventories		15,403			(22,355	)		(10,275	)
Railcars held for sale		(38,495	)		14,097			3,377
Other		(10,415	)		2,940			1,148
Increase (decrease) in liabilities:
Accounts payable and accrued liabilities		3			30,956			30,843
Participation		(15,207	)		(18,794	)		(5,094	)
Deferred revenue		4,285			(37,495	)		6,371
Net cash provided by (used in) operating activities		(21,939	)		(15,975	)		27,439
Cash flows from investing activities:
Principal payments received under direct finance leases		5,733			9,461			14,294
Proceeds from sales of equipment		32,528			16,217			23,954
Investment in and advances to unconsolidated subsidiaries		92			(2,240	)		(3,126	)
Acquisition of joint venture interest		8,435			—			—
Decrease (increase) in restricted cash		1,007			4,757			(5,300	)
Capital expenditures		(69,123	)		(42,959	)		(11,895	)
Net cash provided by (used in) investing activities		(21,328	)		(14,764	)		17,927
Cash flows from financing activities:
Changes in revolving notes		2,514			(14,030	)		(5,754	)
Proceeds from notes payable		175,000			—			6,348
Repayments of notes payable		(67,691	)		(21,539	)		(34,058	)
Repayment of subordinated debt		(6,325	)		(5,979	)		(6,148	)
Dividends		(3,889	)		(889	)		—
Net proceeds from equity offering		127,462			—			—
Repurchase and retirement of stock		(127,538	)		—			—
Stock options exercised and restricted stock awards		3,286			6,093			1,797
Purchase subsidiary’s shares subject to mandatory redemption		—			(1,277	)		—
Net cash provided by (used in) financing activities		102,819			(37,621	)		(37,815	)
Effect of exchange rate changes		1,542			3,172			2,151
Increase (decrease) in cash and cash equivalents		61,094			(65,188	)		9,702
Cash and cash equivalents
Beginning of period		12,110			77,298			67,596
End of period	$	73,204		$	12,110		$	77,298

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THE GREENBRIER COMPANIES, INC.

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

	August 31,
	2005			2004			2003
Net cash (used in) provided by operating activities	$	(21,939	)	$	(15,975	)	$	27,439
Earnings from discontinued operations		—			739			—
Changes in working capital		76,754			68,437			(1,584	)
Special charges		—			(1,234	)		—
Deferred income taxes		(5,807	)		(9,646	)		(2,620	)
Tax benefit of stock options exercised		(2,393	)		—			—
Gain on sales of equipment		6,797			629			454
Other		(651	)		(1,332	)		(661	)
Income tax expense		19,911			9,119			4,543
Interest and foreign currency		14,835			11,468			13,618
EBITDA from continuing operations	$	87,507		$	62,205		$	41,189

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.

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Supplemental Information
Quarterly Results of Operations (Unaudited)

     Operating results by quarter for 2005 are as follows:

(In thousands, except per share amounts)

	First			Second			Third			Fourth			Total
2005
Revenue
Manufacturing	$	200,397		$	233,808		$	266,090		$	240,866		$	941,161
Leasing & services		17,651			21,105			19,944			24,361			83,061
		218,048			254,913			286,034			265,227			1,024,222
Cost of revenue
Manufacturing		182,862			217,796			241,491			215,801			857,950
Leasing & services		10,380			10,570			9,561			10,588			41,099
		193,242			228,366			251,052			226,389			899,049
Margin		24,806			26,547			34,982			38,838			125,173
Other costs
Selling and administrative expense		12,072			14,044			15,276			16,033			57,425
Interest and foreign exchange		3,059			4,295			2,285			5,196			14,835
Special charges		—			—			2,913			—			2,913
		15,131			18,339			20,474			21,229			75,173
Earnings before income tax and equity in unconsolidated subsidiaries		9,675			8,208			14,508			17,609			50,000
Income tax benefit (expense)		(3,554	)		(3,397	)		(5,881	)		(7,079	)		(19,911	)
Equity in (loss) earnings of unconsolidated subsidiaries		(731	)		(9	)		417			56			(267	)
Net earnings	$	5,390		$	4,802		$	9,044		$	10,586		$	29,822
Basic earnings per common share	$	.36		$	.32		$	.60		$	.71		$	1.99
Diluted earnings per common share	$	.35		$	.31		$	.58		$	.68		$	1.92

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Quarterly Results of Operations (Unaudited)

     Operating results by quarter for 2004 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
		12,661			14,762			15,284			18,283			60,990
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