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) January 7, 2015

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 January 7, 2015, The Greenbrier Companies issued a press release reporting the Company’s results of operations for the three months ended November 30, 2014. A copy of such release is attached as Exhibit 99.1.

Item 8.01 Other Events

Agreement with Amsted-Maxion Hortolândia

On January 7, 2015, The Greenbrier Companies issued a press release announcing that the Company has entered an agreement to acquire a 19.5% ownership in Amsted-Maxion Hortolândia. A copy of such release is attached as Exhibit 99.2.

Share Repurchase

On January 7, 2015, The Greenbrier Companies issued a press release announcing, among other things, that the Board of Directors authorized a $25 million increase to the October 2014 share repurchase program, bringing the total to $75 million. Under the share repurchase program, shares of common stock may be purchased on the open market or through privately negotiated transactions from time-to-time. The timing and amount of purchases will be based upon market conditions, securities law limitations and other factors. The share repurchase program does not obligate the Company to acquire any specific number of shares in any period. The share repurchase program expires June 30, 2016, but may be modified, suspended or discontinued at any time without prior notice.

A copy of such release is attached as Exhibit 99.1 and furnished herewith.

The information furnished in Item 8.01 of this Report, including the exhibits, will not be treated as “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. This information will not be deemed incorporated by reference into a filing under the Securities Act of 1933, or into another filing under the Securities Exchange Act of 1934, unless that filing expressly refers to specific information in this Report.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits:

99.1 Press Release dated January 7, 2015 of The Greenbrier Companies, Inc.

99.2 Press Release dated January 7, 2015 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:	January 7, 2015	By:	/s/ Mark J. Rittenbaum
			Mark J. Rittenbaum
			Executive Vice President and
			Chief Financial Officer
			(Principal Financial Officer)

EX-99.1

Exhibit 99.1

News Release

One Centerpointe Drive Suite 200 Lake Oswego, Oregon 97035 503-684-7000                             www.gbrx.com

For release: January 7, 2015, 6:00 a.m. EST	Contact:	Mark Rittenbaum
		Lorie Tekorius
		503-684-7000

Greenbrier Reports First Quarter EPS of $1.01; Record Backlog of 41,200 Units;

Continued Margin Expansion to 17.8%

~ Grows backlog by 9,700 units in quarter ~

~ Receives orders for an additional 3,500 units after quarter end ~

~ Updates FY 2015 EPS guidance to $5.20 to $5.50 from $4.25 to $4.55 ~

Lake Oswego, Oregon, January 7, 2015 – The Greenbrier Companies, Inc. (NYSE: GBX) today reported financial results for its first fiscal quarter ended November 30, 2014.

First Quarter Highlights

• Net earnings for the quarter were $32.8 million, or $1.01 per diluted share, on revenue of $495 million.

• Adjusted EBITDA for the quarter was $67.2 million, or 13.6% of revenue.

• Railcar backlog as of November 30, 2014 was 41,200 units with an estimated value of $4.20 billion (average unit sale price of $102,000), compared to 31,500 units with an estimated value of $3.33 billion (average unit sale price of $106,000) as of August 31, 2014.

• Orders for 14,100 new railcars valued at $1.24 billion were received during the quarter. After quarter end, Greenbrier received orders for an additional 3,500 units valued at approximately $400 million.

• New railcar deliveries totaled 4,000 units for the quarter, compared to 4,800 units for the quarter ended August 31, 2014.

• Marine backlog as of November 30, 2014 totaled approximately $100 million.

• Board declares a quarterly dividend of $0.15 per share payable on February 11, 2015 to shareholders of record as of January 21, 2015.

• Board authorizes $25 million increase in current share repurchase program bringing cumulative repurchase authorization to $125 million, since authorizations were first announced on October 31, 2013. Cumulative repurchases since October 31, 2013 aggregate 1,551,701 shares at a cost of $77.5 million, or an average price of $49.96 per share.

Strategic Initiatives

• Aggregate gross margin expanded to 17.8%, compared to 17.2% in the fourth quarter of fiscal 2014, moving closer to the goal of at least 20% gross margin by the second half of fiscal 2016.

• We remain on track to the goal of at least 25% ROIC by the second half of fiscal 2016. First quarter annualized ROIC of 11.1 % is the result of working capital needs associated with higher production and syndication volumes, and planned capital expenditure programs.

• The pursuit of new markets continues, including an equity investment in Brazil’s Amsted-Maxion Hortolândia, the leading railcar manufacturer in South America. Details of this transaction were announced today in a separate press release.

Greenbrier Reports First Quarter. . . (Cont.) Page 2

William A. Furman, Chairman and CEO, said, “Our integrated business model continues to serve the wide-ranging transportation needs of our customers with each of our business units delivering enhanced performance beyond our own high expectations this quarter. Our strategy to diversify our product mix, add efficient, flexible capacity in low-cost facilities and drive considerably more product through our leasing model is paying off with manufacturing and leasing continuing to lead the way. Our business has never been stronger, with continued robust earnings, a growing and diverse backlog and significantly increased earnings expectations for 2015.”

Furman added, “Since the beginning of our fiscal year on September 1, 2014, we have received diverse orders for 17,600 new railcar units in North America and Europe of which nearly 70% are for double-stack intermodal units, automobile carrying cars and covered hopper cars. The quantity and value of our backlog increased for the fifth consecutive quarter, and is more than triple the size of just one year ago. This backlog is significantly more diverse as well, with over 10 different car types in North America alone. Today, tank cars comprise a little over one-fourth of our backlog compared to close to 50% a year ago, and close to 40% at the end of our last quarter.”

“The leading indicator for our business is the condition of the US economy, not energy prices. Macro-economic conditions indicate strength and expansion for the US economy in 2015 and beyond, with lower energy prices creating a strong impetus for auto production, consumer spending and overall growth. We are also making investments toward the future which includes our separate announcement today of an equity investment in Brazil-based Amsted-Maxion Hortolândia, the leading manufacturer of railcars in South America,” Furman concluded.

Business Outlook

Based on current business trends and industry forecasts, Greenbrier has raised its guidance to:

• Deliveries in FY15 of approximately 21,000 units

• Revenue of approximately $2.6 billion, which excludes revenue from GBW as it is accounted for under the equity method of accounting

• Diluted EPS in the range of $5.20 to $5.50

Similar to previous years, financial results in the second half of the year are expected to be stronger than the first half. Also, while gross margins are expected to increase overall, management does not believe its track will be linear.

As noted in the “Safe Harbor” statement, there are risks to achieving this guidance. Certain orders and backlog in this release are subject to customary documentation and completion of terms.

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Greenbrier Reports First Quarter. . . (Cont.) Page 3

Financial Summary

	Q1 FY15	Q4 FY14	Sequential Comparison – Main Drivers
Revenue	$495.1M	$618.1M	Down 19.9% primarily due to contribution of repair operation to GBW mid Q4 FY14 and lower deliveries as anticipated
Gross margin	17.8%	17.2%	Excludes lower margin repair operation that was contributed to GBW (which is not consolidated) in July 2014
Selling and administrative expense	$33.7M	$36.2M	Down 6.9% primarily due to transaction costs associated with GBW in Q4 and repair G&A now included in GBW (which is not consolidated)
Gain on disposition of equipment	$0.1M	$0.4M	Timing of sales fluctuates and is opportunistic, typically ranging from $1.0M to $3.0M per quarter
Adjusted EBITDA (1)	$67.2M	$80.8M	Down 16.8% driven by lower deliveries somewhat offset by operating efficiencies
Effective tax rate	31.3%	37.7%	Q4 FY14 rate driven by high rate on gain on contribution to GBW; excluding the tax on gain, the rate was 30.6%
Net earnings (1)	$32.8M	$33.7M	Lower revenue offset by production efficiencies
Diluted EPS (1)	$1.01	$1.03

⁽¹⁾  Excluding non-cash gain on contribution to GBW in Q4 FY14.

Segment Summary

	Q1 FY15			Q4 FY14			Sequential Comparison – Main Drivers
Manufacturing
Revenue	$	379.9M		$	492.1M		Down 22.8% as anticipated primarily due to lower deliveries as we transitioned from our leased facility to a wholly-owned facility in Mexico
Gross margin		16.8	%		17.9	%	Down 110 bps due to product mix and inefficiencies during the transition to a new facility in Mexico
Operating margin (1)		13.7	%		14.8	%
Deliveries		4,000			4,800		Reduction due to transition to new facility in Mexico
Wheels & Parts
Revenue	$	86.6M		$	105.0M		Down 17.5% primarily attributable to contribution of repair operation to GBW in July 2014 (which is not consolidated)
Gross margin		11.3	%		6.5	%	Up 480 bps due to operating efficiencies and contribution of lower margin repair operation to GBW
Operating margin (1)		9.2	%		30.3	%	Q4 FY14 reflects gain on contribution to GBW; excluding gain margin was 2.7%
Leasing & Services
Revenue	$	28.5M		$	21.0M		Up 35.7% primarily due to syndication of third party produced railcars
Gross margin		50.6	%		53.7	%	Down 310 bps due to impact of lower gross margin percentage on syndication of third party produced railcars
Operating margin (1) (2)		38.8	%		38.9	%
Lease fleet utilization		98.1	%		98.2	%

⁽¹⁾  See supplemental segment information on page 10 for additional information.

⁽²⁾  Includes Gains on disposition of equipment, which is excluded from gross margin.

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Greenbrier Reports First Quarter. . . (Cont.) Page 4

Conference Call

Greenbrier will host a teleconference to discuss its first quarter 2015 results. In conjunction with this news release, Greenbrier has posted a supplemental earnings presentation to our website. Teleconference details are as follows:

• January 7, 2015

• 8:00 a.m. Pacific Standard 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.

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. We build new railroad freight cars in our 4 manufacturing facilities in the U.S. and Mexico and marine barges at our U.S. manufacturing facility. Greenbrier also sells reconditioned wheel sets and provides wheel services at 9 locations throughout the U.S. We recondition, manufacture and sell railcar parts at 4 U.S. sites. Greenbrier is a 50/50 joint venture partner with Watco Companies, LLC in GBW Railcar Services, LLC which repairs and refurbishes freight cars at 39 locations across North America, including 14 tank car repair and maintenance facilities certified by the Association of American Railroads. Greenbrier builds new railroad freight cars and refurbishes freight cars for the European market through our operations in Poland. Greenbrier owns approximately 8,500 railcars, and performs management services for approximately 238,000 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, restructuring plans, 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,” “strategy,” “could,” “would,” “should,” “likely,” “will,” “may,” “can,” “designed to,” “future,” “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 and awards are not indicative of our financial results; uncertainty or changes 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

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Greenbrier Reports First Quarter. . . (Cont.) Page 5

of, among other matters, inefficiencies associated with expansion or start-up of production lines or increased production rates, changing technologies, transfer of production between facilities or non-performance of alliance partners, subcontractors or suppliers; ability to obtain suitable contracts for the sale of leased equipment and risks related to car hire and residual values; integration of current or future acquisitions and establishment of joint ventures; succession planning; discovery of defects in railcars or services resulting in increased warranty costs or litigation; physical damage or product or service liability claims that exceed our insurance coverage; train derailments or other accidents or claims that could subject us to legal claims; actions or inactions by various regulatory agencies including potential environmental remediation obligations or changing tank car or other rail car or railroad regulation; and issues arising from investigations of whistleblower complaints; 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, 2014, 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 gain on contribution to GBW, Adjusted EBITDA, and Diluted earnings per share excluding gain on contribution to GBW are not financial measures under generally accepted accounting principles (GAAP). We define Net earnings excluding gain on contribution to GBW as Net earnings before gain on contribution to GBW (after-tax). We define Adjusted EBITDA as Net earnings attributable to Greenbrier before interest and foreign exchange, income tax expense, gain on contribution to GBW, and depreciation and amortization. We define Diluted earnings per share excluding gain on contribution to GBW as Net earnings excluding gain on contribution to GBW before interest and debt issuance costs (net of tax) on convertible notes divided by Weighted average diluted common shares outstanding. Net earnings excluding gain on contribution to GBW, Adjusted EBITDA, and Diluted earnings per share excluding gain on contribution to GBW are performance measurement tools used by Greenbrier. You should not consider Net earnings excluding gain on contribution to GBW, Adjusted EBITDA, and Diluted earnings per share excluding gain on contribution to GBW in isolation or as a substitute for other financial statement data determined in accordance with GAAP. In addition, because Adjusted EBITDA and Diluted earnings per share excluding gain on contribution to GBW are not measures of financial performance under GAAP and are susceptible to varying calculations, these measures presented may differ from and may not be comparable to similarly titled measures used by other companies.

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Greenbrier Reports First Quarter. . . (Cont.) Page 6

THE GREENBRIER COMPANIES, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, unaudited)

	November 30, 2014		August 31, 2014		May 31, 2014		February 28, 2014		November 30, 2013
Assets
Cash and cash equivalents	$	118,958	$	184,916	$	198,492	$	143,929	$	81,226
Restricted cash		9,170		20,140		9,468		8,964		8,975
Accounts receivable, net		191,532		199,679		181,850		148,810		174,745
Inventories		372,039		305,656		337,197		306,394		328,235
Leased railcars for syndication		177,221		125,850		96,332		84,657		61,282
Equipment on operating leases, net		264,615		258,848		274,863		282,328		293,291
Property, plant and equipment, net		258,303		243,698		215,942		204,804		201,353
Investment in unconsolidated affiliates		72,342		69,359		12,129		11,753		11,985
Goodwill		43,265		43,265		57,416		57,416		57,416
Intangibles and other assets, net		61,937		65,757		66,883		65,420		64,070
	$	1,569,382	$	1,517,168	$	1,450,572	$	1,314,475	$	1,282,578
Liabilities and Equity
Revolving notes	$	46,527	$	13,081	$	18,082	$	26,738	$	38,805
Accounts payable and accrued liabilities		374,509		383,289		356,541		319,611		293,041
Deferred income taxes		81,808		81,383		79,526		84,848		86,501
Deferred revenue		27,067		20,603		21,153		14,272		8,706
Notes payable		443,303		445,091		447,068		371,427		372,666
Total equity - Greenbrier		519,884		511,390		476,145		456,569		447,599
Noncontrolling interest		76,284		62,331		52,057		41,010		35,260
Total equity		596,168		573,721		528,202		497,579		482,859
	$	1,569,382	$	1,517,168	$	1,450,572	$	1,314,475	$	1,282,578

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Greenbrier Reports First Quarter. . . (Cont.) Page 7

THE GREENBRIER COMPANIES, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts, unaudited)

	Three Months Ended November 30,
	2014			2013
Revenue
Manufacturing	$	379,949		$	359,473
Wheels & Parts		86,624			113,401
Leasing & Services		28,485			17,481
		495,058			490,355
Cost of revenue
Manufacturing		316,037			311,440
Wheels & Parts		76,872			107,975
Leasing & Services		14,081			9,381
		406,990			428,796
Margin		88,068			61,559
Selling and administrative expense		33,729			26,109
Net gain on disposition of equipment		(83	)		(3,651	)
Restructuring charges		—			879
Earnings from operations		54,422			38,222
Other costs
Interest and foreign exchange		3,141			4,744
Earnings before income tax and earnings from unconsolidated affiliates		51,281			33,478
Income tax expense		(16,054	)		(10,522	)
Earnings before earnings from unconsolidated affiliates		35,227			22,956
Earnings from unconsolidated affiliates		755			41
Net earnings		35,982			22,997
Net earnings attributable to noncontrolling interest		(3,196	)		(7,609	)
Net earnings attributable to Greenbrier	$	32,786		$	15,388
Basic earnings per common share:	$	1.19		$	0.54
Diluted earnings per common share:	$	1.01		$	0.49
Weighted average common shares:
Basic		27,665			28,417
Diluted		33,713			34,462
Dividends declared per common share:	$	0.15		$	—

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Greenbrier Reports First Quarter. . . (Cont.) Page 8

THE GREENBRIER COMPANIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, unaudited)

	Three Months Ended November 30,
	2014			2013
Cash flows from operating activities:
Net earnings	$	35,982		$	22,997
Adjustments to reconcile net earnings to net cash used in operating activities:
Deferred income taxes		607			286
Depreciation and amortization		12,050			10,897
Net gain on disposition of equipment		(83	)		(3,651	)
Stock based compensation expense		3,411			1,359
Noncontrolling interest adjustments		12,952			169
Other		152			358
Decrease (increase) in assets:
Accounts receivable, net		7,806			(19,305	)
Inventories		(67,642	)		(13,178	)
Leased railcars for syndication		(54,732	)		9,853
Other		2,211			2,069
Increase (decrease) in liabilities:
Accounts payable and accrued liabilities		(13,032	)		(25,137	)
Deferred revenue		6,488			(172	)
Net cash used in operating activities		(53,830	)		(13,455	)
Cash flows from investing activities:
Proceeds from sales of assets		2,073			14,051
Capital expenditures		(31,314	)		(6,542	)
Increase in restricted cash		(30	)		(168	)
Investment in unconsolidated affiliates		(2,500	)		(1,253	)
Net cash provided by (used in) investing activities		(31,771	)		6,088
Cash flows from financing activities:
Net change in revolving notes with maturities of 90 days or less		15,000			—
Proceeds from revolving notes with maturities longer than 90 days		23,056			7,474
Repayments of revolving notes with maturities longer than 90 days		(4,610	)		(16,878	)
Repayments of notes payable		(1,758	)		(1,223	)
Decrease in restricted cash		11,000			—
Cash distribution to joint venture partner		(2,275	)		—
Investment by joint venture partner		—			419
Repurchase of stock		(21,730	)		(871	)
Excess tax benefit from restricted stock awards		2,970			152
Net cash provided by (used in) financing activities		21,653			(10,927	)
Effect of exchange rate changes		(2,010	)		2,085
Decrease in cash and cash equivalents		(65,958	)		(16,209	)
Cash and cash equivalents
Beginning of period		184,916			97,435
End of period	$	118,958		$	81,226

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Greenbrier Reports First Quarter. . . (Cont.) Page 9

THE GREENBRIER COMPANIES, INC.

SUPPLEMENTAL INFORMATION

(In thousands, except per share amounts, unaudited)

Operating Results by Quarter for 2014 are as follows:

	First			Second			Third			Fourth			Total
Revenue
Manufacturing	$	359,473		$	347,755		$	425,583		$	492,105		$	1,624,916
Wheels & Parts (1)		113,401			136,540			140,663			105,023			495,627
Leasing & Services		17,481			17,921			27,039			20,978			83,419
		490,355			502,216			593,285			618,106			2,203,962
Cost of revenue
Manufacturing		311,440			306,572			351,829			404,167			1,374,008
Wheels & Parts (1)		107,975			127,940			129,825			98,198			463,938
Leasing & Services		9,381			9,853			14,856			9,706			43,796
		428,796			444,365			496,510			512,071			1,881,742
Margin		61,559			57,851			96,775			106,035			322,220
Selling and administrative expense		26,109			28,125			34,800			36,236			125,270
Net gain on disposition of equipment		(3,651	)		(5,416	)		(5,619	)		(353	)		(15,039	)
Restructuring charges		879			540			56			—			1,475
Gain on contribution to joint venture		—			—			—			(29,006	)		(29,006	)
Earnings from operations		38,222			34,602			67,538			99,158			239,520
Other costs
Interest and foreign exchange		4,744			4,099			5,437			4,415			18,695
Earnings before income tax and earnings (loss) from unconsolidated affiliates		33,478			30,503			62,101			94,743			220,825
Income tax expense		(10,522	)		(9,883	)		(16,303	)		(35,693	)		(72,401	)
Earnings before earnings (loss) from unconsolidated affiliates		22,956			20,620			45,798			59,050			148,424
Earnings (loss) from unconsolidated affiliates		41			(67	)		298			1,083			1,355
Net earnings		22,997			20,553			46,096			60,133			149,779
Net earnings attributable to noncontrolling interest		(7,609	)		(4,966	)		(12,508	)		(12,777	)		(37,860	)
Net earnings attributable to Greenbrier	$	15,388		$	15,587		$	33,588		$	47,356		$	111,919
Basic earnings per common share (2)	$	0.54		$	0.55		$	1.20		$	1.69		$	3.97
Diluted earnings per common share (2)	$	0.49		$	0.50		$	1.03		$	1.43		$	3.44

(1) Wheels & Parts (previously known as Wheels, Repair & Parts) included our repair operations through July 18, 2014, at which time we and Watco, our joint venture partner, contributed our respective repair operations to GBW, an unconsolidated 50/50 joint venture. After July 18, 2014, the results of GBW are included in Earnings (loss) from unconsolidated affiliates as we account for our interest in GBW under the equity method of accounting.

(2) Quarterly amounts do not total to the year to date amount as each period is calculated discretely. Diluted earnings per common share includes the dilutive effect of the 2026 Convertible Notes using the treasury stock method when dilutive 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.

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Greenbrier Reports First Quarter. . . (Cont.) Page 10

THE GREENBRIER COMPANIES, INC.

SUPPLEMENTAL INFORMATION

(In thousands, unaudited)

Segment Information

Three months ended November 30, 2014:

	Revenue								Earnings (loss) from operations
	External		Intersegment			Total			External			Intersegment			Total
Manufacturing	$	379,949	$	7,420		$	387,369		$	52,051		$	786		$	52,837
Wheels & Parts		86,624		6,911			93,535			7,932			784			8,716
Leasing & Services		28,485		13,184			41,669			11,042			13,184			24,226
Eliminations		—		(27,515	)		(27,515	)		—			(14,754	)		(14,754	)
Corporate		—		—			—			(16,603	)		—			(16,603	)
	$	495,058	$	—		$	495,058		$	54,422		$	—		$	54,422

Three months ended August 31, 2014:

	Revenue								Earnings (loss) from operations
	External		Intersegment			Total			External			Intersegment			Total
Manufacturing	$	492,105	$	790		$	492,895		$	73,013		$	61		$	73,074
Wheels & Parts (1)		105,023		4,090			109,113			31,873			(104	)		31,769
Leasing & Services		20,978		8,350			29,328			8,167			8,350			16,517
Eliminations		—		(13,230	)		(13,230	)		—			(8,307	)		(8,307	)
Corporate		—		—			—			(13,895	)		—			(13,895	)
	$	618,106	$	—		$	618,106		$	99,158		$	—		$	99,158

	Total assets
	November 30, 2014		August 31, 2014
Manufacturing	$	585,240	$	521,711
Wheels & Parts		301,300		298,009
Leasing & Services		493,048		436,075
Unallocated		189,794		261,373
	$	1,569,382	$	1,517,168

The results of operations for GBW, which are shown below, are not reflected in the above tables as the investment is accounted for under the equity method of accounting.

	Three months ended November 30, 2014
Revenue	$	82,500
Earnings from operations	$	300
Total assets	$	231,300

(1) Wheels & Parts (previously known as Wheels, Repair & Parts) included our repair operations through July 18, 2014, at which time we and Watco, our joint venture partner, contributed our respective repair operations to GBW, an unconsolidated 50/50 joint venture. After July 18, 2014, the results of GBW are included in Earnings (loss) from unconsolidated affiliates as we account for our interest in GBW under the equity method of accounting. Earnings from operations include gain on contribution to GBW.

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Greenbrier Reports First Quarter. . . (Cont.) Page 11

THE GREENBRIER COMPANIES, INC.

SUPPLEMENTAL INFORMATION

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

Reconciliation of Net earnings to Adjusted EBITDA ⁽¹⁾

	Three Months Ended
	November 30, 2014		August 31, 2014
Net earnings	$	35,982	$	60,133
Interest and foreign exchange		3,141		4,415
Income tax expense		16,054		35,693
Depreciation and amortization		12,050		9,598
Gain on contribution to GBW		—		(29,006	)
Adjusted EBITDA	$	67,227	$	80,833

(1) Adjusted EBITDA is not a financial measure under generally accepted accounting principles (GAAP). We define Adjusted EBITDA as Net earnings before interest and foreign exchange, income tax expense, gain on contribution to GBW, 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 November 30, 2014
Backlog Activity (units)
Beginning backlog		31,500
Orders received		14,100
Production held as Leased railcars for syndication		(2,200	)
Production sold directly to third parties		(2,200	)
Ending backlog		41,200
Delivery Information (units)
Production sold directly to third parties		2,200
Sales of Leased railcars for syndication		1,800
Total deliveries		4,000

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Greenbrier Reports First Quarter. . . (Cont.) Page 12

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 Diluted earnings per share excluding gain on contribution to GBW are reconciled as follows:

	Three Months Ended
	November 30, 2014		August 31, 2014
Weighted average basic common shares outstanding (1)		27,665		27,988
Dilutive effect of convertible notes (2)		6,048		6,049
Weighted average diluted common shares outstanding		33,713		34,037

(1) Restricted stock grants and restricted stock units, including some grants subject to certain performance criteria, are included in weighted average basic common shares outstanding when the Company is in a net earnings position.

(2) The dilutive effect of the 2018 Convertible notes are included in the Weighted average diluted common shares outstanding as they were considered dilutive under the “if converted” method as further discussed below. The dilutive effect of the 2026 Convertible notes are included in the Weighted average diluted common shares outstanding as the average stock price during the period exceeded the conversion price of $48.05.

Diluted earnings per share 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.

Reconciliation of Net earnings attributable to Greenbrier to Net earnings excluding gain on contribution to GBW

	Three Months Ended
	November 30, 2014		August 31, 2014
Net earnings attributable to Greenbrier	$	32,786	$	47,356
Gain on contribution to GBW (after-tax)		—		(13,633	)
Net earnings excluding gain on contribution to GBW		32,786		33,723
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	$	34,202	$	35,139
Weighted average diluted common shares outstanding		33,713		34,037
Diluted earnings per share excluding gain on contribution to GBW	$	1.01	$	1.03

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EX-99.2

Exhibit 99.2

News Release

        One Centerpointe Drive Suite 200 Lake Oswego, Oregon 97035 503-684-7000                                              www.gbrx.com

For release:	January 7, 2015, 6:00 a.m. ET	Contact:	Jack Isselmann, Public Relations
			Mark Rittenbaum, Investor Relations
			Ph: (503) 684-7000

Greenbrier announces strategic investment in Brazilian railcar manufacturer Amsted-Maxion Hortolândia

~ Secures 19.5% stake; Includes option to acquire additional 40.5% ownership position ~

~ New manufacturing operations in the Americas bolsters Greenbrier’s growing global portfolio ~

~ Partnership with market leading railcar manufacturer in rapidly expanding market ~

Lake Oswego, Oregon January 7, 2015 –The Greenbrier Companies, Inc. (NYSE:GBX) today announced that it has entered an agreement to acquire a 19.5% ownership in Amsted-Maxion Hortolândia, the leading railcar manufacturer in South America, for $15 million. The agreement also provides Greenbrier with an option to acquire an additional 40.5% ownership interest, to be exercised no later than September 30, 2017. The strategic investment is subject to customary closing conditions and is expected to close in the second calendar quarter of 2015.

Amsted-Maxion Hortolândia will use Greenbrier’s strategic investment to pay down outstanding debt and position the company for future growth. Amsted-Maxion Hortolândia holds an estimated 70% annual market share in the South American new railroad freight car market. Market demand in Brazil is forecasted to exceed approximately 4,000 new railcars annually for the near term and potentially through the end of this decade. Longer term new railcar demand is expected to increase significantly in Brazil, the world’s 7^th largest economy measured by GDP. This demand is expected to be driven by both its extensive investment in infrastructure, including plans to expand and modernize the Brazilian railway network, and an aging railcar fleet where more than 60% of rail freight rolling stock is 30 years or older and less efficient than the railcar design technology available today.

Amsted-Maxion, a 50/50 joint venture between Amsted Rail and Iochpe-Maxion, will continue to own the remaining 80.5% in Amsted-Maxion Hortolândia. Amsted-Maxion will also continue to own 100% of Amsted-Maxion Cruzeiro, which provides various castings to Hortolândia. In 2013, Greenbrier and Amsted-Maxion established a relationship by entering into a licensing agreement related to the production of intermodal railcars designed by Greenbrier.

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Greenbrier announces strategic investment in Brazil, . . . (Cont.) Page 2

Amsted-Maxion Hortolândia will provide an unparalleled value proposition to its customers utilizing the combined strengths of its three partners. Greenbrier will provide its extensive capabilities in freight car design, engineering, manufacturing, marketing and sales, and leasing to the business. Amsted Rail will continue to provide its highly engineered components including castings, bearings, wheels, axles and braking – complete railcar chassis system solutions. Iochpe-Maxion, a prominent, publicly-held, Brazilian-based auto parts supplier to the global market, provides access to customer and supplier relationships, as well as insight into local and financial matters. By maximizing each of the partner’s core abilities, Greenbrier expects Amsted-Maxion Hortolândia will achieve operational synergies and revenue enhancements that will make the strategic investment accretive to Greenbrier’s earnings by the second half of 2016.

“Using Brazil as a platform, this strategic investment permits Greenbrier to expand our geographic reach into South America, as part of a broad-based Americas strategy, building on our substantial manufacturing base in Mexico and the US. Combined with our already strong and growing manufacturing operations in Europe and North America, entry to the South American railcar markets represents an exciting new extension for Greenbrier,” said William A. Furman, Chairman and CEO of Greenbrier. “Amsted-Maxion is the perfect partner for Greenbrier as we enter this market. We look forward to a long and prosperous partnership with Amsted-Maxion.”

“We are pleased to welcome Greenbrier to Brazil,” said Dan Ioschpe, Chairman of Iochpe-Maxion S.A. “Iochpe has been operating in Brazil for nearly 100 years. We appreciate joining with a company of Greenbrier’s caliber to enhance and expand our railcar manufacturing operations during this critical time of investment and growth in Brazil’s infrastructure including railroads, port operations and distribution centers. Greenbrier brings expertise in railcar engineering, safety, design and manufacturing, along with commercial strength to Brazil. Greenbrier’s core competencies combined with Amsted-Maxion’s leadership in the Brazilian rail markets positions our railcar manufacturing operations to recognize even higher potential as Brazil embarks on a new era of freight movement by rail.”

John Wories, President of Amsted Rail Company, Inc. stated, “We deeply appreciate our longstanding relationship as a value-added supply chain partner with Greenbrier, served by our operations throughout Asia, Europe and North America. Our frequent collaboration through the years gives us full confidence we will extend our historically successful business ties to South America. Greenbrier is uniquely positioned to introduce new leading railcar technologies combined with our railcar chassis solutions that will better serve our South American customers. The opportunity before us to enhance and expand the railcar manufacturing operations of Amsted-Maxion Hortolândia is an excellent platform for this future success.”

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Greenbrier announces strategic investment in Brazil, . . . (Cont.) Page 3

About Greenbrier

Greenbrier, (www.gbrx.com), headquartered in Lake Oswego, Oregon, is a leading supplier of transportation equipment and services to the railroad industry. We build new railroad freight cars in our 4 manufacturing facilities in the U.S. and Mexico and marine barges at our U.S. manufacturing facility. Greenbrier also sells reconditioned wheel sets and provides wheel services at 9 locations throughout the U.S. We recondition, manufacture and sell railcar parts at 4 U.S. sites. Greenbrier is a 50/50 joint venture partner with Watco Companies, LLC in GBW Railcar Services, LLC which repairs and refurbishes freight cars at 39 locations across North America, including 14 tank car repair and maintenance facilities certified by the Association of American Railroads. Greenbrier builds new railroad freight cars and refurbishes freight cars for the European market through our operations in Poland. Greenbrier owns approximately 8,500 railcars, and performs management services for approximately 238,000 railcars.

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, restructuring plans, 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,” “strategy,” “could,” “would,” “should,” “likely,” “will,” “may,” “can,” “designed to,” “future,” “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 and awards are not indicative of our financial results; uncertainty or changes 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, inefficiencies associated with expansion or start-up of production lines or increased production rates, changing technologies, transfer of production between facilities or non-performance of alliance partners, subcontractors or suppliers; ability to obtain suitable contracts for the sale of leased equipment and risks related to car hire and residual values; integration of current or future acquisitions and establishment of joint ventures; succession planning; discovery of defects in railcars or services resulting in increased warranty costs or litigation; physical damage or product or service liability claims that exceed our insurance coverage; train derailments or other accidents or claims that could subject us to legal claims; actions or inactions by various regulatory agencies including potential environmental remediation obligations or changing tank car or other rail car or railroad regulation; and issues arising from investigations of whistleblower complaints; 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, 2014, 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.

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