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 1, 2013

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):

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

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

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

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

Item 2.02 Results of Operations and Financial Condition

On July 1, 2013, The Greenbrier Companies, Inc. issued a press release reporting the Company’s results of operations for the three and nine month periods ended May 31, 2013. A copy of such release is attached as Exhibit 99.1.

Item 8.01 Other Events

On July 1, 2013, The Greenbrier Companies, Inc. issued a press release announcing facilities reductions and leadership changes in the Wheels, Repair & Parts segment. A copy of such release is attached as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits:

99.1	Press Release dated July 1, 2013 of The Greenbrier Companies, Inc.
99.2	Press Release dated July 1, 2013 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 1, 2013		By:	/s/ Mark J. Rittenbaum
			Mark J. Rittenbaum
			Executive Vice President and Chief Financial Officer
			(Principal Financial Officer)

EX-99.1

Exhibit 99.1

For release: July 1, 2013, 11:45 p.m. EDT	Contact:     Mark Rittenbaum
	503-684-7000

Greenbrier Reports Fiscal Third Quarter Results, Facilities Reductions and

Leadership Changes

Lake Oswego, Oregon, July 1, 2013 – The Greenbrier Companies, Inc. (NYSE: GBX) today reported results for its third quarter ended May 31, 2013.

Third Quarter Financial Highlights

• Net earnings, excluding a non-cash goodwill impairment charge, were $15.7 million, or $.50 per diluted share, on revenue of $433.7 million, for the third quarter.

• A non-cash goodwill impairment charge of $71.8 million net of tax, or $2.60 per share, related to the Wheels, Repair & Parts segment, led to a net loss for the quarter of $56.0 million, or $2.10 per share.

• Adjusted EBITDA for the quarter was $39.6 million, or 9.1% of revenue.

• New railcar deliveries were 2,500 units in the third quarter.

• Since September 1, 2012, Greenbrier has received broadly-based orders for 13,500 railcar units valued at almost $1.3 billion, of which 1,400 units were received during the first quarter, 4,500 units during the second quarter, 5,500 units during the third quarter and 2,100 units subsequent to the May 31, 2013 quarter end.

• New railcar backlog as of May 31, 2013 was 14,200 units with an estimated value of $1.57 billion (average unit sale price of $111,000), compared to 11,700 units with an estimated value of $1.30 billion (average unit sales price of $111,000) as of February 28, 2013.

• Proprietary Multi-Max™ automotive railcar was successfully launched in May.

• Marine backlog totaled $1.6 million as of May 31, 2013. Subsequent to quarter end, orders for two additional smaller size marine vessels were received. Strong demand is building for transportation of crude oil by barge. Additionally, we are party to a letter of intent for 15 coal barges valued at $60 million, subject to significant permitting and other conditions.

Progress on Strategic Initiatives.

• Company addresses margins and ROIC in its underperforming Wheels, Repair & Parts segment:

• Leadership changes implemented: Rick Turner to lead Wheels & Strategic Execution; William Glenn to lead Repair & Parts.

• Eight of 38 shop locations to be closed or sold; initiatives launched to significantly improve performance at six locations.

• Actions expected to liberate $25 million of capital for this segment by December 31, 2013.

• An additional $75 million of capital is expected to be liberated through working capital improvements of $25 million and refinements to the Company’s leasing model of $50 million; Company accelerates goal to achieve these capital efficiencies no later than February 28, 2014.

William A. Furman, president and chief executive officer, said, “We are encouraged by the growth of our diverse backlog and robust order activity, with orders in the third quarter for 5,500 railcar units. Since quarter end, we have received orders for an additional 2,100 railcar units, including a sizable double stack intermodal order for 1,500 units, about a third of which will be delivered in fiscal 2013, and the balance in fiscal 2014. Approximately 37% of the total 7,600 units ordered since March 1, 2013 are for tank cars in North America, with the remainder of the orders in this time period consisting of a broad range of railcar types including various sizes of covered hoppers, automotive products, gondola cars and double stack intermodal cars.”

Furman continued, “The automotive railcar market remains active and we are pleased by the enthusiastic customer response to Greenbrier’s proprietary Multi-Max™ automotive railcar introduced in May. We anticipate brighter prospects for intermodal railcar activity and downstream energy-related railcar products such as plastics, in fiscal 2014. Our marine outlook is also improving, driven by strong customer inquiries related to transportation of crude oil by barge. ”

“Company-wide, we are confident about our goals announced in April of improving gross margins by at least 200 basis points and liberating a minimum of $100 million of capital no later than August 31, 2014. We are gaining traction on this $100 million goal and are now accelerating the timing of it to February 28, 2014. In our Wheels, Repair & Parts segment, where we incurred a related $71.8 million net of tax goodwill impairment charge this quarter, we are taking decisive action with a focused effort to improve our performance both in the near term and over time. This action is expected to liberate $25 million of capital by December 31, 2013 and improve gross margin and ROIC. The planned sale or closing of the eight underperforming facilities in this segment by the end of the calendar year will eliminate a drag of approximately 100 basis points on segment gross margin and 30 basis points on Company-wide gross margin. While we are currently focused on operational execution, we also believe there are significant opportunities to streamline general and administrative costs. We will be taking initial steps to reduce these costs in the months ahead, and will announce specific reduction targets as part of our fourth quarter earnings release and 2014 outlook,” Furman added.

Furman concluded. “I remain confident in the long term strength of our integrated business model. A combination of factors however, including a slower than anticipated ramp up of tank car production at our GIMSA facility and near term softness in the intermodal market affected deliveries, revenue and gross margin for the third quarter. A $1.9 million pre-tax charge, ($1.6 million net of tax, or $.05 per share) related to certain balance sheet adjustments at a wheels and repair location also adversely impacted results for the quarter. We are addressing these issues head-on and expect our new management team to quickly impact results.”

Financial Summary

	Q3 FY13	Q2 FY13	Sequential Comparison – Main Drivers
Revenue	$433.7M	$423.2M	Up 2.5% due to favorable change in demand and product mix in Wheels, Repair & Parts
Gross margin	11.5%	11.4%	Up 10 bps attributable to favorable Manufacturing product mix
SG&A	$25.3M	$24.9M	Up due to certain employee-related costs and higher revenue-based fees to our joint venture partner in Mexico
Gain on disposition of equipment	$5.1M	$3.1M	Timing of sales fluctuates and is opportunistic; typically ranges from $1.0M—$5.0M per quarter
Goodwill impairment	$76.9M	—	Result of annual goodwill impairment test; associated with Wheels, Repair & Parts
Adjusted EBITDA	$39.6M	$36.2M	Up 9.4% principally due to higher gains on disposition of equipment and improved gross margin
Effective tax rate (excluding impairment)	32.9%	27.8%	34% annualized effective rate; difference due to certain discrete tax items
Net earnings excluding goodwill effect	$15.7M	$13.8M	Up due to higher EBITDA
Diluted EPS excluding goodwill effect	$0.50	$0.45
Economic EPS excluding goodwill effect	$0.56	$0.49	Excludes “if converted” impact of out-of-the-money bonds due 2018

Segment Summary

	Q3 FY13	Q2 FY13	Sequential Comparison – Main Drivers
Manufacturing
Revenue	$284.6M	$294.0M	Down 3.2% due to lower deliveries
Gross margin	11.0%	10.7%	Up 30 bps attributable to favorable product mix
Deliveries	2,500	2,700	Down due to softness in intermodal demand and slower than anticipated tank car ramp up
Wheels, Repair & Parts
Revenue	$131.2M	$112.0M	Up 17.1% due to change in product mix, improved wheel volumes and sale of excess inventory
Gross margin	8.2%	7.9%	Up 30 bps due to favorable product mix
Leasing & Services
Revenue	$17.9M	$17.2M	Up 4.1% due to increased management services activity
Gross margin	45.2%	47.0%	Down due to lower average volume of rent-producing leased railcars for syndication
Lease fleet utilization	97.9%	97.5%

Strategic Initiatives

On April 4, 2013, Greenbrier presented its plan to increase gross margins by at least 200 basis points and reduce capital employed in its operations by at least $100 million before the end of its fiscal year 2014. The timing of the capital reduction goal has been accelerated to February 28, 2014. Definitive structural and leadership changes to its underperforming Wheels, Repair & Parts segment were announced today in a separate press release. These actions include the sale or closure of eight facilities and a commitment to significant improvements to six other underperforming sites, as well as the appointment of two new leaders of the segment. This reorganization is expected to improve gross margin and yield at least $25 million of capital by December 2013. The remaining $75 million of our capital liberation goals consists of working capital improvements of $25 million, primarily in Manufacturing, and refinements to our leasing model which will remove leasing assets from our balance sheet and generate at least $50 million of capital.

Business Outlook

Based on current business trends, including lower than anticipated demand for new intermodal railcars in 2013 and slower than anticipated ramp up of tank car production, management is revising its outlook for fiscal 2013. Management currently anticipates in 2013 that the Company’s new railcar deliveries will be between 11,750 and 12,250 units, revenue to be in the range of $1.75 to $1.80 billion, adjusted EBITDA to be in the range of $150 to $155 million

(excluding any restructuring costs), and net capital expenditures (gross capital expenditures less proceeds from lease fleet sales) to be reduced to approximately $25 million, down significantly from previous expectations of approximately $95 million. The Company also anticipates that cash restructuring costs associated with its facilities reductions and leadership changes announced today will be in the range of $3.0 – $5.0 million over the next 2 – 3 quarters. This range does not include future non-cash gains or losses from facilities reductions, as these amounts are not presently determinable.

Conference Call

Greenbrier will host a teleconference to discuss its third quarter results and the restructuring and reorganization of its Wheels, Repair & Parts segment. In conjunction with this news release and the news release detailing the Company’s reported results for its third quarter ended May 31, 2013, Greenbrier has posted a supplemental earnings presentation to our website. Teleconference details are as follows:

• July 2, 2013

• 8:00 a.m. Pacific Daylight Time

• Phone: 1-630-395-0143, 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 webcast replay will be available for 30 days. Telephone replay will be available through July 20, 2013, at 203-369-0134.

About Greenbrier Companies

Greenbrier (www.gbrx.com), headquartered in Lake Oswego, Oregon, is a leading supplier of transportation equipment and services to the railroad industry. Greenbrier builds new railroad freight cars in its four 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 36 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 9,400 railcars, and performs management services for approximately 228,000 railcars.

“SAFE HARBOR” STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: This press release may contain forward-looking statements, including statements regarding expected new railcar production volumes and schedules, expected customer demand for the Company’s products and services, plans to increase manufacturing capacity, new railcar delivery volumes and schedules, growth in demand for the Company’s railcar services and parts business, and the Company’s future financial performance. Greenbrier uses words such as “anticipates,” “believes,” “forecast,” “potential,” “goal,” “contemplates,” “expects,” “intends,” “plans,” “projects,” “hopes,” “seeks,” “estimates,” “could,” “would,” “will,” “may,” “can,” “designed to,” “foreseeable future” and similar expressions to identify forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to certain risks and uncertainties that could cause actual results to differ materially from in the results contemplated by the forward-looking statements. Factors that might cause such a difference include, but are not limited to, reported backlog is not indicative of our financial results; turmoil in the credit markets and financial services industry; high levels of indebtedness and compliance with the terms of our indebtedness; write-downs of goodwill, intangibles and other assets in future periods; sufficient availability of borrowing capacity;

fluctuations in demand for newly manufactured railcars or failure to obtain orders as anticipated in developing forecasts; loss of one or more significant customers; customer payment defaults or related issues; actual future costs and the availability of materials and a trained workforce; failure to design or manufacture new products or technologies or to achieve certification or market acceptance of new products or technologies; steel or specialty component price fluctuations and availability 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, production of new railcar types, or non-performance of subcontractors or suppliers; ability to obtain suitable contracts for the sale of leased equipment and risks related to car hire and residual values; difficulties associated with governmental regulation, including environmental liabilities; integration of current or future acquisitions; succession planning; all as may be discussed in more detail under the headings “Risk Factors” and “Forward Looking Statements” in our Annual Report on Form 10-K for the fiscal year ended August 31, 2012, and our other reports on file with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date hereof. Except as otherwise required by law, we do not assume any obligation to update any forward-looking statements.

Net earnings excluding goodwill effect, Adjusted EBITDA, Adjusted weighted average diluted common shares outstanding, Adjusted diluted earnings per common share and Economic earnings per share excluding goodwill are not financial measures under generally accepted accounting principles (GAAP). We define Net earnings excluding goodwill effect as Net earnings (loss) attributable to Greenbrier before goodwill impairment (after-tax).

We define Adjusted EBITDA as earnings attributable to Greenbrier before interest and foreign exchange, income tax expense, goodwill impairment (pre-tax), depreciation and amortization.

We define Adjusted weighted average diluted common shares outstanding as Weighted average diluted common shares outstanding plus the dilutive effect of common stock equivalents related to warrants, restricted stock, restricted stock units and convertible notes to the extent that they are considered dilutive in the Adjusted diluted earnings per dilutive share calculation.

We define Economic earnings per common share excluding goodwill effect as Net earnings excluding goodwill effect divided by the sum of weighted average basic common shares outstanding, including the dilutive effect of restricted stock, restricted stock units and warrants. This calculation excludes the dilutive effect of the shares underlying the 2018 bonds under the “if converted” method, which is included in the calculation of Diluted EPS.

We define Diluted earnings per common share excluding goodwill effect as Net earnings excluding goodwill effect before interest and debt issuance costs (net of tax) on convertible notes divided by Adjusted weighted average diluted common shares outstanding. Net earnings excluding goodwill effect, Adjusted EBITDA, Adjusted weighted average diluted common shares outstanding, Diluted earnings per common share excluding goodwill effect and Economic earnings per common share excluding goodwill effect are performance measurement tools used by Greenbrier. You should not consider Net earnings excluding goodwill effect, Adjusted EBITDA, Adjusted weighted average diluted common shares outstanding, Diluted earnings per common share excluding goodwill effect and Economic earnings per common share excluding goodwill effect in isolation or as a substitute for other financial statement data determined in accordance with GAAP. In addition, because Adjusted EBITDA, Diluted earnings per common share excluding goodwill effect and Economic earnings per common share excluding goodwill effect are not measures of financial performance under GAAP and are susceptible to varying calculations, the Adjusted EBITDA, Diluted earnings per common share excluding goodwill effect and Economic earnings per common share excluding goodwill effect measures presented may differ from and may not be comparable to similarly titled measures used by other companies.

THE GREENBRIER COMPANIES, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, unaudited)

	May 31, 2013		February 28, 2013		November 30, 2012		August 31, 2012		May 31, 2012
Assets
Cash and cash equivalents	$	31,606	$	55,637	$	41,284	$	53,571	$	44,915
Restricted cash		8,906		8,899		7,322		6,277		6,089
Accounts receivable, net		162,352		144,933		163,385		146,326		172,086
Inventories		344,168		359,281		363,642		316,741		346,122
Leased railcars for syndication		71,091		36,198		54,297		97,798		66,776
Equipment on operating leases, net		332,924		344,576		362,522		362,968		334,872
Property, plant and equipment, net		197,779		194,887		186,715		182,429		172,729
Goodwill		57,416		134,316		137,066		137,066		137,066
Intangibles and other assets, net		79,364		86,194		79,500		81,368		84,693
	$	1,285,606	$	1,364,921	$	1,395,733	$	1,384,544	$	1,365,348
Liabilities and Equity
Revolving notes	$	92,968	$	50,058	$	89,826	$	60,755	$	71,430
Accounts payable and accrued liabilities		286,964		278,221		282,925		329,508		323,977
Deferred income taxes		86,229		99,965		96,498		95,363		88,514
Deferred revenue		16,203		23,178		28,283		17,194		17,872
Notes payable		372,942		427,553		427,697		428,079		428,028
Total equity—Greenbrier		404,707		461,136		447,080		431,777		418,161
Noncontrolling interest		25,593		24,810		23,424		21,868		17,366
Total equity		430,300		485,946		470,504		453,645		435,527
	$	1,285,606	$	1,364,921	$	1,395,733	$	1,384,544	$	1,365,348

THE GREENBRIER COMPANIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts, unaudited)

	Three Months Ended May 31,						Nine Months Ended May 31,
	2013			2012			2013			2012
Revenue
Manufacturing	$	284,591		$	364,930		$	864,006		$	947,792
Wheels, Repair & Parts		131,167			125,145			355,219			362,788
Leasing & Services		17,905			17,722			52,978			53,601
		433,663			507,797			1,272,203			1,364,181
Cost of revenue
Manufacturing		253,360			325,424			774,502			852,464
Wheels, Repair & Parts		120,476			111,610			325,086			324,055
Leasing & Services		9,808			8,825			26,542			27,783
		383,644			445,859			1,126,130			1,204,302
Margin		50,019			61,938			146,073			159,879
Selling and administrative expense		25,322			28,784			76,364			76,998
Net gain on disposition of equipment		(5,131	)		(2,585	)		(9,615	)		(8,897	)
Goodwill impairment		76,900			—			76,900			—
Earnings (loss) from operations		(47,072	)		35,739			2,424			91,778
Other costs
Interest and foreign exchange		5,905			6,560			18,127			18,574
Earnings (loss) before income taxes and earnings (loss) from unconsolidated affiliates		(52,977	)		29,179			(15,703	)		73,204
Income tax expense		(2,729	)		(8,655	)		(12,905	)		(21,798	)
Earnings (loss) before earnings (loss) from unconsolidated affiliates		(55,706	)		20,524			(28,608	)		51,406
Earnings (loss) from unconsolidated affiliates		82			201			(63	)		(99	)
Net earnings (loss)		(55,624	)		20,725			(28,671	)		51,307
Net earnings attributable to noncontrolling interest		(406	)		(1,608	)		(3,093	)		(4	)
Net earnings (loss) attributable to Greenbrier	$	(56,030	)	$	19,117		$	(31,764	)	$	51,303
Basic earnings (loss) per common share	$	(2.10	)	$	0.71		$	(1.20	)	$	1.94
Diluted earnings (loss) per common share	$	(2.10	)	$	0.61		$	(1.20	)	$	1.65
Weighted average common shares:
Basic		26,619			26,981			26,510			26,378
Diluted		26,619			33,862			26,510			33,640

THE GREENBRIER COMPANIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, unaudited)

	Nine Months Ended May 31,
	2013			2012
Cash flows from operating activities
Net earnings (loss)	$	(28,671	)	$	51,307
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
Deferred income taxes		(9,391	)		4,801
Depreciation and amortization		31,523			30,603
Net gain on disposition of equipment		(9,615	)		(8,897	)
Accretion of debt discount		2,455			2,416
Stock based compensation expense		4,843			6,724
Goodwill impairment		76,900			—
Other		(1,895	)		3,586
Decrease (increase) in assets:
Accounts receivable		(15,499	)		10,429
Inventories		(9,114	)		(26,748	)
Leased railcars for syndication		22,067			(43,561	)
Other		338			(1,419	)
Increase (decrease) in liabilities:
Accounts payable and accrued liabilities		(43,605	)		12,401
Deferred revenue		(1,099	)		11,991
Net cash provided by operating activities		19,237			53,633
Cash flows from investing activities
Proceeds from sales of assets		39,611			33,253
Capital expenditures		(49,677	)		(72,117	)
Increase in restricted cash		(2,629	)		(3,976	)
Investment in and net advances to unconsolidated affiliates		(1,016	)		(544	)
Other		(3,582	)		35
Net cash used in investing activities		(17,293	)		(43,349	)
Cash flows from financing activities
Net change in revolving notes with maturities of 90 days or less		26,973			(49,114	)
Proceeds from revolving notes with maturities longer than 90 days		31,847			56,644
Repayments of revolving notes with maturities longer than 90 days		(26,877	)		(23,573	)
Proceeds from issuance of notes payable		—			2,500
Repayments of notes payable		(57,592	)		(6,028	)
Investment by joint venture partner		2,577			410
Excess tax benefit from restricted stock awards		777			2,670
Other		(8	)		—
Net cash used in financing activities		(22,303	)		(16,491	)
Effect of exchange rate changes		(1,606	)		900
Decrease in cash and cash equivalents		(21,965	)		(5,307	)
Cash and cash equivalents
Beginning of period		53,571			50,222
End of period	$	31,606		$	44,915

THE GREENBRIER COMPANIES, INC.

SUPPLEMENTAL INFORMATION

Quarterly Results of Operations

(In thousands, except per share amounts, unaudited)

	First			Second			Third			Total
2013
Revenue
Manufacturing	$	285,368		$	294,047		$	284,591		$	864,006
Wheels, Repair & Parts		112,100			111,952			131,167			355,219
Leasing & Services		17,906			17,167			17,905			52,978
		415,374			423,166			433,663			1,272,203
Cost of revenue
Manufacturing		258,492			262,650			253,360			774,502
Wheels, Repair & Parts		101,476			103,134			120,476			325,086
Leasing & Services		7,627			9,107			9,808			26,542
		367,595			374,891			383,644			1,126,130
Margin		47,779			48,275			50,019			146,073
Selling and administrative expense		26,100			24,942			25,322			76,364
Net gain on disposition of equipment		(1,408	)		(3,076	)		(5,131	)		(9,615	)
Goodwill impairment		—			—			76,900			76,900
Earnings (loss) from operations		23,087			26,409			(47,072	)		2,424
Other costs
Interest and foreign exchange		5,900			6,322			5,905			18,127
Earnings (loss) before income tax and loss from unconsolidated affiliates		17,187			20,087			(52,977	)		(15,703	)
Income tax expense		(4,586	)		(5,590	)		(2,729	)		(12,905	)
Earnings (loss) from unconsolidated affiliates		(40	)		(105	)		82			(63	)
Net earnings (loss)		12,561			14,392			(55,624	)		(28,671	)
Net earnings attributable to noncontrolling interest		(2,134	)		(553	)		(406	)		(3,093	)
Net earnings (loss) attributable to Greenbrier	$	10,427		$	13,839		$	(56,030	)	$	(31,764	)
Basic earnings (loss) per common share: (1)	$	0.38		$	0.51		$	(2.10	)	$	(1.20	)
Diluted earnings (loss) per common share: (2)	$	0.35		$	0.45		$	(2.10	)	$	(1.20	)

(1) Quarterly amounts do not total to the year to date amount as each period is calculated discretely.

(2) Quarterly amounts do not total to the year to date amount as each period is calculated discretely. For the first and second quarter, diluted earnings per common share includes the outstanding warrants using the treasury stock method and the dilutive effect of shares underlying the 2018 Convertible Notes using the “if converted” method in which debt issuance and interest costs, net of tax, were added back to net earnings.

THE GREENBRIER COMPANIES, INC.

SUPPLEMENTAL INFORMATION

Quarterly Results of Operations

(In thousands, except per share amounts, unaudited)

	First			Second			Third			Fourth			Total
2012
Revenue
Manufacturing	$	262,656		$	320,206		$	364,930		$	306,172		$	1,253,964
Wheels, Repair & Parts		117,749			119,894			125,145			119,077			481,865
Leasing & Services		17,794			18,086			17,722			18,285			71,887
		398,199			458,186			507,797			443,534			1,807,716
Cost of revenue
Manufacturing		236,188			290,851			325,424			269,921			1,122,384
Wheels, Repair & Parts		105,891			106,554			111,610			109,486			433,541
Leasing & Services		9,663			9,295			8,825			9,588			37,371
		351,742			406,700			445,859			388,995			1,593,296
Margin		46,457			51,486			61,938			54,539			214,420
Selling and administrative expense		23,235			24,979			28,784			27,598			104,596
Net gain on disposition of equipment		(3,658	)		(2,654	)		(2,585	)		(67	)		(8,964	)
Earnings from operations		26,880			29,161			35,739			27,008			118,788
Other costs
Interest and foreign exchange		5,383			6,630			6,560			6,236			24,809
Earnings before income tax and earnings (loss) from unconsolidated affiliates		21,497			22,531			29,179			20,772			93,979
Income tax expense		(7,797	)		(5,348	)		(8,655	)		(10,593	)		(32,393	)
Earnings (loss) from unconsolidated affiliates		(372	)		72			201			(317	)		(416	)
Net earnings		13,328			17,255			20,725			9,862			61,170
Net (earnings) loss attributable to Noncontrolling interest		1,189			415			(1,608	)		(2,458	)		(2,462	)
Net earnings attributable to Greenbrier	$	14,517		$	17,670		$	19,117		$	7,404		$	58,708
Basic earnings per common share:	$	0.57		$	0.66		$	0.71		$	0.27		$	2.21
Diluted earnings per common share: (1)	$	0.48		$	0.57		$	0.61		$	0.26		$	1.91

(1) Quarterly amounts do not total to the year to date amount as each period is calculated discretely. Diluted earnings per common share includes the outstanding warrants using the treasury stock method and the dilutive effect of shares underlying the 2018 Convertible Notes using the “if converted” method in which debt issuance and interest costs, net of tax, were added back to net earnings.

THE GREENBRIER COMPANIES, INC.

SUPPLEMENTAL INFORMATION

(In thousands, excluding backlog and delivery units, unaudited)

Reconciliation of Net earnings (loss) attributable to Greenbrier to Adjusted EBITDA

	Three Months Ended
	May 31, 2013			February 28, 2013
Net earnings (loss) attributable to Greenbrier	$	(56,030	)	$	13,839
Interest and foreign exchange		5,905			6,322
Income tax expense		2,729			5,590
Depreciation and amortization		10,125			10,475
Goodwill impairment (pre-tax)		76,900			—
Adjusted EBITDA (1)	$	39,629		$	36,226

(1) Adjusted EBITDA is not a financial measure under generally accepted accounting principles (GAAP). We define Adjusted EBITDA as Net earnings (loss) attributable to Greenbrier before interest and foreign exchange, income tax expense, goodwill impairment (pre-tax), depreciation and amortization. Adjusted EBITDA is a performance measurement tool commonly used by rail supply companies and Greenbrier. You should not consider Adjusted EBITDA in isolation or as a substitute for other financial statement data determined in accordance with GAAP. In addition, because Adjusted EBITDA is not a measure of financial performance under GAAP and is susceptible to varying calculations, the Adjusted EBITDA measure presented may differ from and may not be comparable to similarly titled measures used by other companies.

	Three Months Ended May 31, 2013
Backlog Activity (units)
Beginning backlog		11,700
Orders received		5,500
Production held as Leased railcars for syndication		(700	)
Production sold directly to third parties		(2,300	)
Ending backlog		14,200
Delivery Information (units)
Production sold directly to third parties		2,300
Sales of Leased railcars for syndication		200
Total deliveries		2,500

THE GREENBRIER COMPANIES, INC.

SUPPLEMENTAL INFORMATION

(In thousands, except per share amounts, unaudited)

Reconciliation of common shares outstanding and diluted earnings per share

The shares used in the computation of the Company’s basic and diluted earnings per common share and Adjusted diluted earnings per common share are reconciled as follows:

	Three Months Ended
	May 31, 2013		February 28, 2013
Weighted average basic common shares outstanding (1)		26,619		27,210
Dilutive effect of warrants (2)		—		789
Dilutive effect of convertible notes (2)(4)		—		6,045
Weighted average diluted common shares outstanding		26,619		34,004
Dilutive effect of warrants		847
Dilutive effect of restricted stock and restricted stock units (3)		627
Dilutive effect of convertible notes (4)		6,045
Adjusted weighted average diluted common shares outstanding (5)		34,138

(1) Restricted stock grants are treated as outstanding when issued and are included in Weighted average basic common shares outstanding when the Company is in a net earnings position. Shares outstanding exclude shares of unvested restricted stock for the three ended May 31, 2013 due to a net loss.

(2) The dilutive effect of common stock equivalents is excluded from the Weighted average diluted common shares outstanding for the three months ended May 31, 2013 due to a net loss.

(3) Restricted stock units were granted during the three months ended May 31, 2013. The dilutive effect of restricted stock units is included in the Weighted average diluted common shares outstanding and the Adjusted weighted average diluted common shares outstanding when the Company is in a net earnings position.

(4) The dilutive effect of the 2018 Convertible notes are included in the Adjusted weighted average diluted common shares outstanding for the three months ended May 31, 2013 and the Weighted average diluted common shares outstanding for the three months ended February 28, 2013 as they were considered dilutive under the “if converted” method as further discussed below. The dilutive effect of the 2026 Convertible notes was excluded from the share calculations as the stock price for each period presented was less than the initial conversion price of $48.05 and therefore considered anti-dilutive.

(5) Adjusted weighted average diluted common shares outstanding is not a financial measure under GAAP. We define Adjusted weighted average diluted common shares outstanding as Weighted average diluted common shares outstanding plus the dilutive effect of common stock equivalents related to warrants, restricted stock, restricted stock units and convertible notes to the extent that they are considered dilutive in the Adjusted dilutive earnings per common share calculation. Adjusted weighted average diluted common shares outstanding is a performance measurement tool used by Greenbrier. You should not consider Adjusted weighted average diluted common shares outstanding in isolation or as a substitute for other financial statement data determined in accordance with GAAP.

Diluted earnings per share excluding goodwill effect for the three months ended May 31, 2013 and dilutive earnings per share for the three months ended February 28, 2013 was calculated using the more dilutive of two approaches. The first approach includes the dilutive effect of outstanding warrants and shares underlying the 2026 Convertible notes in the share count using the treasury stock method. The second approach supplements the first by including the “if converted” effect of the 2018 Convertible notes issued in March 2011. Under the “if converted method” debt issuance and interest costs, both net of tax, associated with the convertible notes are added back to net earnings and the share count is increased by the shares underlying the convertible notes. The 2026 Convertible notes would only be included in the calculation of both approaches if the current stock price is greater than the initial conversion price of $48.05 using the treasury stock method.

THE GREENBRIER COMPANIES, INC.

SUPPLEMENTAL INFORMATION

(In thousands, except per share amounts, unaudited)

Reconciliation of Net earnings (loss) attributable to Greenbrier to Net earnings excluding goodwill effect

	Three Months Ended May 31, 2013
Net earnings (loss) attributable to Greenbrier	$	(56,030	)
Goodwill impairment (after-tax)		71,778
Net earnings excluding goodwill effect (1)	$	15,748

(1) Net earnings excluding goodwill effect is not a financial measure under GAAP. We define Net earnings excluding goodwill effect as Net earnings (loss) attributable to Greenbrier before goodwill impairment (after-tax). Net earnings excluding goodwill effect is a performance measurement tool used by Greenbrier. You should not consider Net earnings excluding goodwill effect in isolation or as a substitute for other financial statement data determined in accordance with GAAP.

	Three Months Ended
	May 31, 2013			February 28, 2013
Net earnings excluding goodwill effect	$	15,748		$	13,839
Add back:
Interest and debt issuance costs on the 2018 Convertible notes, net of tax		1,416			1,416
Earnings before interest and debt issuance costs on convertible notes	$	17,164		$	15,255
Adjusted weighted average diluted common shares outstanding		34,138			34,044
Diluted earnings per share excluding goodwill effect (2)	$	0.50	(3)	$	0.45	(4)

(2) Diluted earnings per common share excluding goodwill effect is not a financial measure under GAAP. We define Diluted earnings per common share excluding goodwill effect as Net earnings excluding goodwill effect before interest and debt issuance costs (net of tax) on convertible notes divided by Adjusted weighted average diluted common shares outstanding. Diluted earnings per common share excluding goodwill effect is a performance measurement tool used by Greenbrier. You should not consider Diluted earnings per common share excluding goodwill effect in isolation or as a substitute for other financial statement data determined in accordance with GAAP. In addition, because Diluted earnings per common share excluding goodwill effect is not a measure of financial performance under GAAP and is susceptible to varying calculations, the Diluted earnings per common share excluding goodwill effect measure presented may differ from and may not be comparable to similarly titled measures used by other companies.

(3) Adjusted diluted earnings per share was calculated as follows:

Net earnings excluding goodwill effect before interest and debt issuance costs (net of tax) on convertible notes

Adjusted weighted average diluted common shares outstanding

(4) Diluted earnings per share was calculated as follows:

Net earnings excluding goodwill effect before interest and debt issuance costs (net of tax) on convertible notes

Weighted average diluted common shares outstanding

-More-

THE GREENBRIER COMPANIES, INC.

SUPPLEMENTAL INFORMATION

(In thousands, except per share amounts, unaudited)

Reconciliation of basic earnings per share to economic earnings per share excluding goodwill effect

The shares used in the computation of the Company’s basic and economic earnings per common share excluding goodwill effect are reconciled as follows:

	Three Months Ended
	May 31, 2013		February 28, 2013
Weighted average basic common shares outstanding		26,619		27,210
Dilutive effect of warrants		847		789
Dilutive effect of restricted stock and restricted stock units		627		—
Weighted average economic diluted common shares outstanding		28,093		27,999
Net earnings excluding goodwill effect	$	15,748	$	13,839
Economic earnings per share excluding goodwill effect (1)	$	0.56	$	0.49

(1) Economic earnings per share excluding goodwill effect is not a financial measure under GAAP. Economic earnings per share excluding goodwill effect is used to measure the current economic impact of our Convertible Bonds due in 2018 that have a conversion strike price of $38.05/share, which exceeds our current stock price. We define Economic earnings per share excluding goodwill effect as Net earnings excluding goodwill effect divided by the sum of Weighted average basic common shares outstanding, including the dilutive effect of restricted stock, restricted stock units and warrants. This calculation excludes the dilutive effect of the shares underlying the 2018 bonds under the “if converted” method, which is included in the calculation of Diluted earnings per share. You should not consider Economic earnings per share excluding goodwill effect in isolation or as a substitute for other financial statement data determined in accordance with GAAP. In addition, because Economic earnings per share excluding goodwill effect is not a measure of financial performance under GAAP and is susceptible to varying calculations, the Economic earnings per share excluding goodwill effect measure presented may differ from and may not be comparable to similarly titled measures used by other companies.

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EX-99.2

Exhibit 99.2

For release: July 1, 2013, 11:45 p.m. EDT	Contact:	Mark Rittenbaum, Investor Relations
		Jack Isselmann, Public Relations
		Ph: (503) 684-7000

Greenbrier announces facilities reductions and leadership changes in Wheels, Repair & Parts segment

~ Actions designed to enhance margins and improve capital efficiencies ~

~ Rick Turner returns to lead wheels & strategic execution ~

~William Glenn to lead repair and parts ~

~ Actions expected to return at least $25 million of capital by December 31, 2013 ~

~ Facilities reductions to eliminate segment gross margin drag of 100 basis points ~

~ Non-cash goodwill impairment in this segment taken in fiscal third quarter ~

Lake Oswego, Oregon, July 1, 2013 – The Greenbrier Companies, Inc. (NYSE:GBX) today took a further step in its multi-step plan to enhance margins and improve capital efficiency by addressing inadequate margins and returns on invested capital in its Wheels, Repair & Parts segment. Greenbrier will sell or close eight of its 38 Wheels, Repair & Parts facilities. The Company is also implementing initiatives to improve profitability and reduce capital employed at another six facilities which are currently underperforming. Greenbrier expects to realize a minimum return of capital of $25 million by December 31, 2013 as a result of the actions announced today. Additionally, Greenbrier has appointed two new co-leaders for its Wheels, Repair & Parts segment effective with the June 30^th retirement of Timothy A. Stuckey, 62, as president of Greenbrier Rail Services. Stuckey has served in various leadership roles in his 26-year career with Greenbrier, and has led the Wheels, Repair & Parts segment since 1999.

The eight facilities that will be sold or closed are either non-core or otherwise underperforming. The six facilities that are identified for improvement will pursue margin enhancements through a combination of operational improvements and commercial initiatives including the negotiation of more balanced commercial terms with business partners. Additionally these six operations, along with all facilities in the Wheels, Repair & Parts segment, will be expected to meet increased targets for return on invested capital. If the expected improvement at these six facilities does not occur, those operations not measuring up will also be sold or closed.

“We have completed an in-depth review of each location in our entire 38 shop network to determine the actions announced today. The 14 facilities that have been identified for improvement, sale or closure employ nearly 600 people, with annual revenue of about $105 million and capital employed of approximately $55 million. The sale or closure of the eight identified facilities will eliminate a drag on segment gross margin of about 100 basis points, and Company-wide gross margin of about 30 basis points. We expect substantial margin growth at the operations we intend to improve and retain. Where substantial and targeted margin improvement is not attainable by the end of this calendar year, we will pursue further reductions in our capital employed in this business through the sale or closing of underperforming operations,” said William A. Furman, President and CEO.

In connection with actions announced today, the Company anticipates it will incur pre-tax restructuring charges of about $3.0 – 5.0 million over the next 2 – 3 quarters. In the Company’s third quarter ended May 31, 2013, the Company took a $76.9 million pre-tax, non-cash goodwill impairment charge relating to its Wheels, Repair & Parts segment.

Greenbrier also announced that management of the Wheels, Repair & Parts segment will be co-led by two industry veterans, William Glenn and Rick Turner. Both executives will report to Furman. Stuckey will remain with Greenbrier as a consultant for the next year to aid the transition to new leadership and to assist with selected industry assignments.

“Greenbrier appreciates Tim’s dedication throughout his tenure with us. Since joining Greenbrier in 1987, Tim has been integral to our organization in multiple key assignments. I appreciate Tim’s assistance with the new leaders of the Wheels, Repair & Parts segment as we enter a critical new phase for this business,” Furman stated. “Tim helped create our Wheels, Repair & Parts business and guided these operations from inception into a period of remarkable expansion. We thank him for his contributions to Greenbrier’s growth and diversification.”

Glenn, who joined the Company in 2007, will be responsible for the repair and parts operations in the Wheels, Repair & Parts segment. He will also continue to serve as Greenbrier’s Senior Vice President and Chief Commercial Officer, a position he has held since 2009, and maintain his responsibilities for Greenbrier Europe, the Company’s European manufacturing operations.

Turner rejoins the Company as Senior Vice President, Wheels and Strategic Execution and will be responsible for wheels operations in the Wheels, Repair & Parts segment as well as strategic execution and operational oversight throughout the entire segment. Turner led Greenbrier’s wheels business from 2006 – 2010, after Greenbrier’s acquisition of wheels provider Meridian Rail in 2006. Turner brings nearly two decades of operations experience in the transportation services industry to his current assignment at Greenbrier, including extensive work in the wheels business since 1995.

“I am pleased to welcome Rick back to Greenbrier. His leadership skills and broad range of experience in the wheels business will be a valuable resource for us as we execute our strategic initiatives and improve operational performance,” Furman said. “I also appreciate that William will add management of repair and parts to his current responsibilities. Further alignment of repair and parts with our commercial team will allow us to more fully realize the intrinsic benefits of Greenbrier’s integrated business model.”

In addition to each executive’s designated oversight duties, together, Turner and Glenn will develop a comprehensive rail services strategy that will serve Greenbrier’s integrated business model. Turner will bring his operating experience to bear on strategy for the entire Wheels, Repair & Parts segment, while Glenn’s knowledge of the commercial environment for freight rail products will also inform strategy for the whole segment.

“I fully expect that collectively Rick will utilize his strong operations background and William will rely on his commercial expertise in the railcar market to together identify synergistic opportunities in the freight railcar aftermarket that maximize the unique capabilities of Greenbrier’s integrated business model,” Furman said.

“In April, we committed to enhance return on invested capital and shareholder value through a series of initiatives designed to increase aggregate gross margin by at least 200 basis points and reduce capital employed by at least $100 million by the end of our fiscal 2014,” Furman concluded. “Across the Company we are focused on the strategic initiatives we have identified and believe our efforts are on track to produce the gross margin improvement and enhancements to return on invested capital that we committed to achieve. Specifically, we intend to liberate a minimum of $100 million of capital. At least $25 million of capital will be generated from the sale, closure, or improvement of underperforming rail services operations, as announced today, adding to capital freed from the previously announced sale of our rolling bearing assets earlier this year. An additional $25 million will result from working capital improvements primarily in our manufacturing operations, and at least $50 million from refining our leasing model to take leasing assets and debt off the balance sheet. We are gaining traction on this $100 million goal and accelerating the timeline for achieving it to February 28, 2014.”

Additional details on Greenbrier’s performance and business outlook are contained in the Company’s reported results for its third quarter ended May 31, 2013 also issued today.

Conference Call

Greenbrier will host a teleconference to discuss the restructuring and reorganization in its Wheels, Repair & Parts segment and its third quarter results. In conjunction with this news release and the news release detailing the Company’s reported results for its third quarter ended May 31, 2013, Greenbrier has posted a supplemental earnings presentation to our website. Teleconference details are as follows:

• July 2, 2013

• 8:00 a.m. Pacific Daylight Time

• Phone: 1-630-395-0143, 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 webcast replay will be available for 30 days. Telephone replay will be available through July 20, 2013, at 203-369-0134.

Greenbrier (www.gbrx.com), headquartered in Lake Oswego, Oregon, is a leading supplier of transportation equipment and services to the railroad industry. Greenbrier builds new railroad freight cars in its four 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 36 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 9,400 railcars, and performs management services for approximately 228,000 railcars.

“SAFE HARBOR” STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: This press release may contain forward-looking statements. Greenbrier uses words such as “anticipates,” “believes,” “forecast,” “potential,” “goal,” “contemplates,” “expects,” “intends,” “initiatives,” “targets,” “plans,” “projects,” “hopes,” “seeks,” “estimates,” “could,” “would,” “will,” “may,” “can,” “designed to,” “foreseeable future” and similar expressions to identify forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to certain risks and uncertainties that could cause actual results to differ materially from in the results contemplated by the forward-looking statements. Factors that might cause such a difference include, but are not limited to, reported backlog is not indicative of our financial results; turmoil in the credit markets and financial services industry; high levels of indebtedness and compliance with the terms of our indebtedness; write-downs of goodwill, intangibles and other assets in future periods; sufficient availability of borrowing capacity; fluctuations in demand for newly manufactured railcars or failure to obtain orders as anticipated in developing forecasts; loss of one or more significant customers; customer payment defaults or related issues; actual future costs and the availability of materials and a trained workforce; failure to design or manufacture new products or technologies or to achieve certification or market acceptance of new products or technologies; steel or specialty component price fluctuations and availability 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, production of new railcar types, or non-performance of subcontractors or suppliers; ability to obtain suitable contracts for the sale of leased equipment and risks related to car hire and residual values; difficulties associated with governmental regulation, including environmental liabilities; integration of current or future acquisitions; succession planning; all as may be discussed in more detail under the headings “Risk Factors” and “Forward Looking Statements” in our Annual Report on Form 10-K for the fiscal year ended August 31, 2012, and our other reports on file with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date hereof. Except as required by law, we do not assume any obligation to update any forward-looking statements.

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