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 10, 2007

THE GREENBRIER COMPANIES, INC.

(Exact name of registrant as specified in its charter)

Commission File No. 1-13146

Oregon	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))

TABLE OF CONTENTS

	Item 2.02 Results of Operations and Financial Condition
	Item 9.01 Financial Statements and Exhibits
SIGNATURES
EXHIBIT 99.1

Item 2.02 Results of Operations and Financial Condition

On July 10, 2007, The Greenbrier Companies issued a press release reporting the Company’s results of operations for the three and nine months ended May 31, 2007. 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 July 10, 2007 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:	July 10, 2007	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: July 10, 2007, 6:00 am EDT	Contact:	Mark Rittenbaum
		Phone: 503-684-7000

Greenbrier Companies Reports Fiscal Third Quarter 2007 Financial Results

Company posts net earnings of $0.81 per share on revenues of $387 million; results
include special charges of $.19 per share, record quarter for refurbishment business

Lake Oswego, Oregon, July 10, 2007 —The Greenbrier Companies [NYSE:GBX], a leading supplier of transportation equipment and services to the railroad industry, today reported financial results for its fiscal third quarter ended May 31, 2007.

Highlights

• Revenues for the quarter were $387 million, a 45% increase from the $266 million in the prior year’s third quarter.

• Net earnings for the quarter were $13.0 million, or $.81 per diluted share. These results include a special charge of $3.1 million, or $.19 per diluted share, with no related tax benefit, associated with closure costs of the Company’s Canadian railcar manufacturing facility.

• Earnings before special charges for the quarter were $16.1 million, or $1.00 per diluted share.

• EBITDA before special charges for the quarter was $46.4 million, or 12.0% of revenues.

• Debt balances, net of cash, were reduced by over $100 million during the quarter.

• Revenues for the refurbishment and parts business segment were a record $118 million, or just over 30% of total revenues for the third quarter, with margins improving to 18.5%, compared to 16.5% in the prior comparable period.

• Greenbrier’s new railcar manufacturing backlog as of May 31, 2007 was 14,100 units valued at $970 million, compared to 14,300 units valued at $990 million as of February 28, 2007.

• Marine backlog as of May 31, 2007 was a record nine vessels valued at approximately $90 million.

Third Quarter Results:

     Revenues for the 2007 fiscal third quarter were $386.6 million, compared to $266.1 million in the prior year’s third quarter. Gross margins during the quarter were 14.9% compared to 16.7% in the prior comparable period. EBITDA before special charges was $46.4 million, or 12% of revenues for the quarter, compared to $32.9 million, or 12.3% of revenues in the prior year’s third quarter. Net earnings were $13.0 million, or $0.81 per diluted share for the quarter, compared to net earnings of $10.7 million, or $0.67 per diluted share for the same period in 2006. Current period net earnings include a special charge of $3.1 million, or $0.19 per diluted share, with no related tax benefit, associated with severance and other closure costs of our Canadian railcar manufacturing facility. This facility’s last order was completed in early May 2007, and the facility is now in the process of being permanently shut down.

     Greenbrier’s new railcar manufacturing backlog as of May 31, 2007 was 14,100 units valued at $970 million, compared to 14,300 units valued at $990 million as of February 28, 2007. Approximately 3,900 units in backlog are subject to Greenbrier’s fulfillment of certain competitive conditions. The backlog is scheduled for delivery through 2010 and has been priced to cover potential material price increases or decreases and surcharges.

     William A. Furman, president and chief executive officer, said, “We have been keenly focused on our stated objectives of improving financial performance, enhancing liquidity, and integrating our recent acquisitions. I am pleased to report substantial progress on all three of these fronts this quarter. Each of our three business segments realized revenue and margin growth, when compared to the first and second fiscal quarters of this year. Our third quarter results reflect our strategic product and business diversification efforts, the decision to close our Canadian manufacturing facility, and focus on improving manufacturing productivity. In addition, our manufacturing results this quarter benefited from higher production rates and a more favorable product mix, as compared to the first half of the fiscal year.”

     Furman concluded, “While year to date rail loadings in North America have been muted due to a slowdown in the economy, we continue to believe that the secular forces that favor the rail industry will persist and that the fundamentals of markets we serve will translate into robust business activity for the rail supply sector over the long term. We remain focused on continuing to execute on our strategic initiatives and are confident that our diversified and integrated business model continues to position the Company for long-term success.”

     Third quarter revenues for the manufacturing segment were $241.4 million, compared to $208.4 million in the corresponding prior period. This $33.0 million, or 15.8%, increase was due primarily to a shift in product mix to more conventional railcars which typically have higher per unit sales prices than intermodal platforms. New railcar deliveries for the quarter were approximately 3,000 units, consistent with the prior comparable period. However a majority of deliveries in the

current quarter were conventional railcars; compared to the prior period last year when the majority of deliveries were intermodal railcars.

     Manufacturing gross margin for the quarter was 8.4%, compared to 9.6% in the third quarter of 2006. The decrease in margin was due principally to a change in product mix, negative margin of $.3 million at our Canadian facility which is being permanently shut down, and production and supply issues in our European operations.

     The refurbishment & parts segment includes results for 34 shop locations across North America, which repair and refurbish railcars, provide wheel, axle and bearing services, and recondition and provide replacement railcar parts. Revenues for this segment were $118.2 million, up from $27.6 million in the third quarter of 2006. This segment generated slightly over 30% of total Company revenues for the third quarter, on a revenue increase of $90.6 million over the same period of last year. About $85 million of this growth was from the acquisitions of Rail Car America and Meridian Rail Services and start-up of new locations. The remainder of the growth was due to increases in wheelset sales, higher volumes of refurbishment and retrofitting work at repair and refurbishment facilities and favorable scrap prices.

     Gross margins for the refurbishment and parts segment grew to 18.5%, as compared to 16.5% in the prior comparable period. The margin growth is the result of increased railcar program maintenance volumes, high scrap prices, and a greater mix of wheel reconditioning work resulting from the acquisition of Meridian.

     The leasing & services segment includes results from the Company’s owned lease fleet of approximately 9,000 railcars and from fleet management services provided for approximately 136,000 railcars. Revenues for this segment were $27.0 million, compared to $30.0 million in the same quarter last year. Leasing & services gross margin was 58.0% of revenues, compared to 66.1% of revenues in the same quarter last year. Leasing & services revenue and margin decline was a result of a $2.8 million decrease in gains on disposition of assets from the lease fleet, and a $1.0 million decline in lease revenues from railcars held for sale, partially offset by an increase in lease revenue from new lease additions.

Business Outlook:

     “As anticipated, the financial trends experienced by our manufacturing operations in the third quarter were distinctly improved from those we faced in the first half of fiscal 2007,” said Mark Rittenbaum, senior vice president and treasurer. “During the third quarter, manufacturing benefited from higher new railcar production and delivery rates, a more favorable product mix, a substantially reduced drag on our operating earnings from our Canadian operations, and improved operating efficiencies, as compared to the first half of the fiscal year. We believe this momentum will continue in our fourth fiscal quarter. New railcar deliveries during the third quarter were 3,000 units, and fiscal year to date were 6,200 units. We currently estimate total fiscal 2007 deliveries will be 8,500 — 8,800 units, higher than our previous estimate of 8,000 — 8,500 units. This upward revision reflects higher production rates resulting from orders received during the third quarter. We also expect continuing operating momentum in the fourth quarter from our refurbishment & parts and leasing & services segments, but with lower gains on disposition of leased assets in the fourth quarter as compared to the third quarter.”

     Rittenbaum added, “The closure of Trenton Works, our Canadian new railcar manufacturing facility, is proceeding according to plan. Closure costs are currently estimated to be approximately $10.0 million, of which $3.1 million was incurred in the third quarter and included in special charges. The balance of these costs is expected to be incurred over the next year. There is no tax benefit associated with the closure costs, as Trenton Works does not have tax loss carrybacks or current taxable income to offset against these costs.”

     Rittenbaum concluded, “We are pleased with the substantial operating cash flow generated during the third quarter and in the corresponding progress made in reducing net debt balances by more than $100 million during the quarter. We anticipate ending the fiscal year with net debt approximating balances outstanding as of May 31, 2007.”

     The Greenbrier Companies (www.gbrx.com), headquartered in Lake Oswego, OR, is a leading supplier of transportation equipment and services to the railroad industry. The Company builds new railroad freight cars in its manufacturing facilities in the U.S. and Mexico and marine barges at its U.S. facility. It also repairs and refurbishes freight cars and provides wheels and railcar parts at 34 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 9,000 railcars, and performs management services for approximately 136,000 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, fluctuations in demand for newly manufactured railcars or failure to obtain orders as anticipated in developing forecasts; 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 segments; 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 headings “Risk Factors” on page 8 of Part I , Item 1a and “Forward Looking Statements” on page 25 of Part II of our Annual Report on Form 10-K for the fiscal year ended August 31, 2006 . 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 third quarter fiscal 2007 results. Teleconference details are as follows:

Tuesday, July 10, 2007
8:00 am Pacific Daylight Time
Phone #: 1-630-395-0143, Password: “Greenbrier”

Webcast Real-time Audio Access: (“Newsroom” at http://www.gbrx.com)

Please access the website 10 minutes prior to the start time. Following the call, a replay will be available on the same website. Telephone replay will be available through July 28, 2007 at 1-203-369-1260.

THE GREENBRIER COMPANIES, INC.
Condensed Consolidated Balance Sheets
(In thousands, unaudited)

	May 31,		August 31,
	2007		2006
Assets
Cash and cash equivalents	$	28,319	$	142,894
Restricted cash		2,651		2,056
Accounts and notes receivable		134,440		115,565
Inventories		197,642		163,151
Assets held for sale		45,898		35,216
Equipment on operating leases		296,946		301,009
Investment in direct finance leases		9,195		6,511
Property, plant and equipment		109,645		80,034
Goodwill		166,813		2,896
Intangibles and other assets		70,963		27,982
	$	1,062,512	$	877,314
Liabilities and Stockholders’ Equity
Revolving notes	$	58,300	$	22,429
Accounts payable and accrued liabilities		224,225		204,793
Participation		2,975		11,453
Deferred income taxes		53,920		37,472
Deferred revenue		26,093		17,481
Notes payable		461,876		362,314
Subordinated debt		—		2,091
Minority interest		5,082		—
Stockholders’ equity		230,041		219,281
	$	1,062,512	$	877,314

THE GREENBRIER COMPANIES, INC.               

Condensed Consolidated Statements of Operations
(In thousands, except per share amounts, unaudited)

	Three Months Ended						Nine Months Ended
	May 31,						May 31,
	2007			2006			2007			2006
Revenue
Manufacturing	$	241,399		$	208,405		$	529,293		$	535,058
Refurbishment & parts		118,213			27,647			264,760			74,512
Leasing & services		26,994			30,036			79,154			79,094
		386,606			266,088			873,207			688,664
Cost of revenue
Manufacturing		221,203			188,353			498,713			475,875
Refurbishment & parts		96,288			23,091			221,408			63,960
Leasing & services		11,339			10,172			34,370			31,281
		328,830			221,616			754,491			571,116
Margin		57,776			44,472			118,716			117,548
Other costs
Selling and administrative		20,092			17,896			56,017			50,528
Interest and foreign exchange		10,930			6,149			30,986			17,903
Special charges		3,091			—			19,576			—
		34,113			24,045			106,579			68,431
Earnings before income tax expense, minority interest and equity in unconsolidated subsidiaries		23,663			20,427			12,137			49,117
Income tax expense		(11,047	)		(9,866	)		(3,398	)		(22,266	)
Earnings before minority interest and equity in unconsolidated subsidiaries		12,616			10,561			8,739			26,851
Minority interest		178			—			217			—
Equity in earnings (loss) of unconsolidated subsidiaries		223			119			(140	)		409
Net earnings	$	13,017		$	10,680		$	8,816		$	27,260
Basic earnings per common share	$	0.81		$	0.67		$	0.55		$	1.74
Diluted earnings per common share	$	0.81		$	0.67		$	0.55		$	1.71
Weighted average common shares:
Basic		16,105			15,887			16,017			15,685
Diluted		16,139			15,979			16,058			15,918

THE GREENBRIER COMPANIES, INC.               

Condensed Consolidated Statements of Cash Flows
(In thousands, unaudited)

	Nine Months Ended
	May 31,
	2007			2006
Cash flows from operating activities
Net earnings	$	8,816		$	27,260
Adjustments to reconcile net earnings to net cash provided by operating activities:
Deferred income taxes		2,688			3,049
Depreciation and amortization		24,496			18,673
Gain on sales of equipment		(10,781	)		(10,606	)
Special charges		19,576			—
Other		(148	)		59
Decrease (increase) in assets excluding acquisitions:
Accounts and notes receivable		4,553			29,633
Inventories		10,916			(22,959	)
Assets held for sale		1,556			(25,523	)
Intangible and other		(1,667	)		350
Increase (decrease) in liabilities excluding acquisitions:
Accounts payable and accrued liabilities		(27,831	)		(10,671	)
Participation		(8,478	)		(10,814	)
Deferred revenue		6,114			7,242
Net cash provided by operating activities		29,810			5,693
Cash flows from investing activities
Principal payments received under direct finance leases		426			1,710
Proceeds from sales of equipment		114,719			23,665
Investment in and net advances to unconsolidated subsidiary		(869	)		517
Acquisitions, net of cash acquired		(267,903	)		—
Increase in restricted cash		(445	)		(1,961	)
Capital expenditures		(126,442	)		(67,146	)
Net cash used in investing activities		(280,514	)		(43,215	)
Cash flows from financing activities
Changes in revolving notes		34,106			7,858
Proceeds from issuance of notes payable		99,441			154,933
Repayments of notes payable		(4,082	)		(5,740	)
Repayment of subordinated debt		(2,091	)		(3,615	)
Investment by joint venture partner		5,400			—
Dividends paid		(3,851	)		(3,766	)
Stock options and restricted stock awards exercised		2,616			5,010
Excess tax benefit of stock options exercised		2,774			1,949
Purchase of subsidiary shares subject to mandatory redemption		—			(4,636	)
Net cash provided by financing activities		134,313			151,993
Effect of exchange rate changes		1,816			(1,015	)
Increase (decrease) in cash and cash equivalents		(114,575	)		113,456
Cash and cash equivalents
Beginning of period		142,894			73,204
End of period	$	28,319		$	186,660

THE GREENBRIER COMPANIES, INC.

Supplemental Disclosure
Reconciliation of Net Cash Provided by Operating Activities to EBITDA before special charge ⁽¹⁾
(In thousands, unaudited)

	Three Months Ended						Nine Months Ended
	May 31,			May 31,			May 31,			May 31,
	2007			2006			2007			2006
Net cash provided by operating activities	$	106,515		$	28,913		$	29,810		$	5,693
Changes in working capital		(82,074	)		(20,480	)		14,837			32,742
Deferred income taxes		(5,275	)		692			(2,688	)		(3,049	)
Gain on sales of equipment		5,006			7,794			10,781			10,606
Other		254			(11	)		148			(59	)
Income tax expense		11,047			9,866			3,398			22,266
Interest and foreign exchange		10,930			6,150			30,986			17,903
Adjusted EBITDA from operations before special charge	$	46,403		$	32,924		$	87,272		$	86,102

⁽¹⁾ “EBITDA” (earnings from continuing operations before interest and foreign exchange, taxes, depreciation, amortization, and before special charge) 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.