NYSE: GBX November 2014 I nvestor Contact: - - PowerPoint PPT Presentation

NYSE: GBX

November 2014

I nvestor Contact:

Investor.Relations@gbrx.com

Website:

www.gbrx.com

1

UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: This presentation 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

• btain 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

• r 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.

Safe Harbor Statement

2

Leading Integrated Transportation Equipment & Service Provider

Wheels, Repair & Parts FY2014 Revenue: $496 million (22% of Total) Leasing & Services FY2014 Revenue: $83 million (4% of Total) Manufacturing FY2014 Revenue: $1.62 billion (74% of Total)



Wheel services and parts reconditioning at 13 U.S. sites



GBW Railcar Services (50/50 JV) providing repair services at 38 sites in North America (incl. 14 tank car certified facilities)



Leading manufacturer of railcars in North America and Europe



As of August 31, 2014, railcar backlog was 31,500 units valued at $3.33 billion



In September and October 2014, received orders for 11,400 units valued at $1.0 billion



Leading domestic manufacturer

• f ocean-going barges. As of

August 31, 2014, marine backlog is valued at approximately $112 million.



Owned fleet 8,500



Managed Fleet 238,000



Transitioned to asset light model in FY 2014

Three business segments working together

$- $400 $800 $1,200 $1,600 $2,000 $2,400 81 84 87 90 93 96 99 02 05 08 11 14

$ in millions

Historical Revenue

Manufacturing Wheels, Repair & Parts Leasing & Services

I PO

3

Integrated Business Model

Greenbrier’s integrated business model delivers superior value to customers by creating customized freight car solutions over the entire life of a railcar. Our diversified portfolio

• f quality products and

services enhances our financial performance across the business cycle.

4

Investment Highlights

Attractive Industry Dynamics

• Robust rail cycle driven by current business and industry trends

‒

Forecasted to continue through 2018

• Broadening product demand
• Changing tank car regulatory environment
• Greenbrier’s Tank Car of the Future

Unique Strategic Position

• Unique strategic position provides customized solutions
• Integrated business model allows for multiple ways to profit

through cycle

• Transformational initiatives create growth platform

‒

Enhanced Leasing model

‒

Manufacturing product diversification Strong Financial Profile

• Diverse revenue and earnings stream
• Solid railcar backlog
• Financial trends and outlook
• Strategic initiatives drive shareholder value

5

Transportation Industry Dynamics Favor Rail

Source: FTR Associates – Rail Equipment Outlook (September 2014)

• Rail four times more fuel efficient

than trucks

• Environmental concerns favor rail
• Highway congestion, regulation

and aging highway infrastructure constrain trucking

25,000,000 30,000,000 35,000,000 40,000,000 45,000,000 50,000,000 2009 2010 2011 2012 2013 2014F 2015F 2016F 2017F 2018F

Rail Carloadings

N.A. Freight Traffic

6

A Robust Cycle Driving New Railcar Demand

Drivers:

• Shale oil and gas revolution

‒ Changing tank car regulatory

environment

• Broader growth in:

‒ Intermodal ‒ Automotive loadings ‒ Commodities ‒ Housing

• Slowing railroad velocity
• Aging fleet
• Strong railroad balance sheets

and capital expenditure budgets

2000 2001 2002 2003 2004 2012 2006 2005 2007 2008 2009 2010 2011

10,000 20,000 30,000 40,000 50,000 60,000 70,000 80,000 90,000 2009 2010 2011 2012 2013 2014F 2015F 2016F 2017F 2018F

Units

North American Railcar Deliveries

Industry forecasts continue to exceed the 20 year average of 50,000 units

Source: FTR Associates – Rail Equipment Outlook (September 2014)

7

Aftermarket Demand Drivers

• Wheel demand driven by

stabilizing coal traffic, crude oil unit trains and intermodal traffic growth

• Increasing ton miles and

equipment upgrades drive repair spending

• Approaching substantial

tank car maintenance cycle

• Changing tank car

regulatory environment

2000 2001 2002 2003 2004 2012 2006 2005 2007 2008 2009 2010 2011

1,400,000 1,450,000 1,500,000 1,550,000 1,600,000 1,650,000 1,700,000 1,750,000 1,800,000 2009 2010 2011 2012 2013 2014F 2015F 2016F 2017F 2018F

U.S. Rail Ton Miles

Source: FTR Associates – Rail Equipment Outlook (September 2014)

8

Leasing Demand Drivers

• Strong lease market as

users seek flexibility and financial institutions seek yield

• Trend of increasing

private (“leasing / shipping companies”) railcar ownership expected to continue

2000 2001 2002 2003 2004 2012 2006 2005 2007 2008 2009 2010 2011

Source: AAR – Railroad Equipment Outlook (August 2014) 52% 39% 4% 4% 4% 44% 57%

0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014

Historical N.A. Railcar Fleet Ownership

Railroads TTX Private 100% = 1.5 million railcars (2005-1.51 million & 2014-1.52 million)

9

A Cycle is not a Cycle / All Railcars are not Alike

Demand across broadening range of railcars

10,000 20,000 30,000 40,000 50,000 60,000 70,000 80,000 90,000 2011A 2012A 2013A 2014F 2015F 2016F 2017F 2018F

Units

Other hoppers / gondolas Coal Flat cars (auto) Intermodal Tanks Boxcar Covered hopper

Source: FTR Associates – Rail Equipment Outlook (September 2014)

10 Tank car deliveries achieved a record level in 2013

5,000 10,000 15,000 20,000 25,000 30,000 35,000 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 Units

Historical Tank Car Deliveries

Source: RSI ARCI

15 Year Average

Current strong build reflects crude-by-rail traffic increase. Expected regulatory changes will drive continued high demand.

11

Estimated North American Tank Car Fleet

335,000 Total Tank Cars 272,000 DOT-111 Non-Pressurized 252,000 Pre-Petition 96,000 Non- Hazardous 58,000 Crude & Ethanol 23,000 Other Flammable 75,000 Other Hazardous 20,000 Petition 2,000 Non- Hazardous 15,000 Crude & Ethanol 3,000 Other Flammable 63,000 Pressurized

Source: DOT NPRM June 2014, RSI, AAR

“Pre-Petition” represents tank cars ordered prior to October 2011 built to the long-established industry standard. “Petition” represents the current industry standard voluntarily adopted by AAR, for cars ordered after October 2011.

12

Current Key Tank Car Differences

Pre-petition cars reflect the current government tank car standards (adopted in 1971). Petition cars refer to the P-1577 standards that were adopted by AAR circular CPC-1232 for all cars ordered after October 1, 2011 (also known as “Good Faith” cars).

Source: GBX Engineering 12

Tank Type Pre-Petition Petition

Code DOT-111 CPC-1232 Effective Date (new cars) Nov-71 Oct-11 Max Gross Rail Load 263,000 286,000 Normalized Steel Heads & Shells No Yes Half-Inch Head Shields No Half or Full Height Head & Shell Thickness 7/16 inch 7/16 to 1/2 inch* Top Fittings Protection No Yes Half-Inch Ceramic Insulation No No Steel Jackets Some Some High Flow Pressure Relief Valve No Some Improved BOV Handle No No

* Depends on jacketing

13 13

14

Greenbrier’s Tank Car of the Future - Safer at Any Speed

HM-251 Tank Car

• f Future 8x less

likely to breach HM-251 Tank Car

• f Future 2x less

likely to breach

15

DOT Retrofit Summary

Packing Group Categories Risk Profile Out of service by:

Packing Group 1 (predominance of crude) Great Danger

• Oct. 1, 2017

Packing Group 2 (some Crude, all Ethanol) Medium Danger

• Oct. 1, 2018

Packing Group 3 (flammable items not in PG1 or PG 2) Minor Danger

• Oct. 1, 2020

Under the current DOT proposal, existing DOT-111 and CPC-1232 cars could be retrofitted to the new standard, with the exception of the ‘added top fitting protection’ which is deemed not economically

• beneficial. Below is the current proposed timing of the elimination of the existing DOT-111 fleet in

flammable service.

Source: DOT NPRM “Enhanced Tank Car Standards & Operational Controls for High-Hazard Flammable Trains”

Retrofit Option

• Est. Cost

Bottom Outlet Valve Handle $1,200 High Flow Pressure Relief Valve $1,500 New Truck $16,000 Thermal Protection $4,000 Full Jacket $23,000 Full Height Head Shield $17,500 Added Top Fitting Protection* $24,500 ECP Brakes $5,000

Total (* excl. Top Fitting Protection) $68,200

Per the DOT proposal, it is expected that retrofits to DOT-111 and CPC-1232 cars could range between $26,000 - $33,000. It should be noted that the costs are estimates and actual costs will vary. Also, there is substantial diversity within the tank car classes and not all cars will need the same type of retrofitting.

16 16

17

• I mproves competitive position due to diverse product mix at

lower-cost, flexible manufacturing facilities

• Expands available market by increasing throughput and

diversifying product portfolio while maintaining the quality customers demand

• Diversifies business mix by expanding repair and wheel

maintenance business - large aftermarket business provides stability throughout business cycles

• Enhances leasing activities, capturing more value throughout

the railcar life cycle

Transformational Initiatives Create Growth Platform

Greenbrier is well-positioned to benefit from numerous tailwinds. Our diversified business model leaves Greenbrier relatively well- insulated from any major potential headwinds.

18

Strategic Initiatives Lead to Diversified Revenue Streams

$749 (79% ) $1,625 (74% ) $102 (11% ) $496 (22% ) $92 (10% ) $83 (4% )

$943 $2,204

$- $500 $1,000 $1,500 $2,000 $2,500

2006 2014

$ in millions ( % of Tot al Rev

even enue) e)

Manufacturing WR&P Leasing & Services

Greenbrier’s revenue has more than doubled since the prior new railcar delivery peak in 2006.

GBX NA Share* : * : 2006 2006 – 13% 13% 2014 2014 – 23% 23%

* Management estimate - based on calendar year deliveries. Greenbrier’s North America share for

2014 is YTD through September 30, 2014. 2014 Revenue numbers are as of August 31, 2014.

19

Solid Railcar Backlog ($ in millions except per unit values)

Backlog Units 13,400 5,300 15,400 10,700 14,400 31,500

FY 2014 orders totaled 34,300 railcar units valued at $3.42 billion. In September

and October 2014, Greenbrier has received orders for an additional 11,400 units valued at approximately $1 billion.

$1,160 $420 $1,230 $1,200 $1,520 $3,330

$87 $79 $80 $112 $106 $106

$- $20 $40 $60 $80 $100 $120

$- $500 $1,000 $1,500 $2,000 $2,500 $3,000 $3,500

• Aug. 09
• Aug. 10
• Aug. 11
• Aug. 12
• Aug. 13
• Aug. 14

Average Sales Price/ Unit ($ in thousands) Backlog Value ($ in millions)

20

2006 Backlog by Builder 2006 Backlog by Car Type

Historical Industry Backlog – 2006 (Prior Peak)

GBX, 15% ARI , 20% RAI L, 11% TRN, 42% Others, 13%

0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%

1

100% = 85,826 units

Covered Hoppers, 31%

Open Hoppers, 7% Gondolas, 10%

Tank Cars, 42%

Flat Cars, 10%

0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%

1

100% = 85,826 units

21

Backlog by Builder Backlog by Car Type

Current Industry Backlog – September 2014

GBX, 29% ARI , 9% RAI L, 11% TRN, 42% Others, 10%

0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%

1

100% = 124,437 units

Covered Hoppers, 43% Tank Cars, 41% Flat Cars, 9% Other* , 6%

0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%

1

100% = 124,437 units

* Other car types include box cars, gondolas and open hoppers

22

Strategic Initiatives Update & Future Goals

Prior Goals

Focus Area Goal Status Actions Gross Margin Enhancement Minimum 13.5% by 4Q FY 2014



Q4 FY 2014 aggregate gross margin reached 17.2%. FY 2014 aggregate gross margin 14.6%.

Capital Efficiency Liberate $100 million by 2Q FY 2014



Net debt decreased $149 million since February 2013.

Fix/Sell/Close Take action as needed



Formed GBW- 50/50 joint venture with Watco Companies, LLC. Closed 6 underperforming facilities.

New Goals

• Gross Margin

Enhancement Aggregate gross margin of at least 20% by the second half

• f FY 2016
• ROIC

At least 25% by the second half of FY 2016

23

Consolidated Financial Trends

($ in millions)

$2,204

$- $400 $800 $1,200 $1,600 $2,000 $2,400 2009 2010 2011 2012 2013 2014 2015

Revenue

16,200

4 8 12 16 20 2009 2010 2011 2012 2013 2014 2015

Deliveries (Units)

7.7x 5.5x 4.6x 2.7x 2.0x

1.1x

0.0x 2.0x 4.0x 6.0x 8.0x 2009 2010 2011 2012 2013 2014

Net Debt (2) to Adj. EBI TDA(1)

(1) Adjusted EPS & Adjusted EBITDA exclude gain on contribution to GBW, restructuring charges, goodwill impairment and other special items (2) Net debt is defined as Gross debt plus debt discount less Cash

$3.07

$(1.00) $- $1.00 $2.00 $3.00 $4.00 2009 2010 2011 2012 2013 2014 2015

Adjusted EPS(1)

FY 2015 Revenue to exceed $2.5 billion Deliveries to exceed 20,000 units FY 2015 Guidance = $4.25 – 4.55 We expect the downward trend to continue in FY 2015

24

Net Funded Debt(2) / Adjusted EBI TDA(1)

Strong Balance Sheet and Liquidity Provide Flexibility

Liquidity Summary ($ in millions)

24

(1) Adjusted EBITDA exclude gain on contribution to GBW, restructuring charges, goodwill impairment and other special items (2) Net debt is defined as funded debt less cash

7.7x 5.5x 4.6x 2.7x 2.0x 1.1x

2009 2010 2011 2012 2013 2014 $105 $105 $192 $299 $304 $321 $76 $99 $50 $54 $97 $185

$181 $204 $242 $353 $401 $506

2009 2010 2011 2012 2013 2014

25

Diversified Revenue Streams Strong Balance Sheet & Liquidity Solid Railcar Backlog

Strong balance sheet and positive free cash flow trend

Clear Path to Growth and Shareholder Value

Positive trends in average sales price and continued strength in new

• rders

Unique model that enhances financial performance across the cycle, with powerful cross selling opportunities

Strategic I nitiatives

Initiatives to improve gross margins and capital efficiency

26

NYSE: GBX

November 2014

I nvestor Contact:

Investor.Relations@gbrx.com

Website:

www.gbrx.com

27

APPENDI X

28

4Q FY 2014 Key Metrics Highlights

• Backlog 31,500 units valued at $3.33 billion

−Received orders of 10,400 units in Q4 valued at

$1.06 billion

−Broad range of car types including automotive,

small and medium cube covered hoppers, and tank cars

−Less than 40% of backlog are tank cars

• Orders for an additional 11,400 units valued

at $1 billion received after August 31, 2014

• Delivery of 4,800 units

−Includes 1,100 units syndicated through Leasing

3,500 3,700 3,400 4,300 4,800 4Q 13 1Q 14 2Q 14 3Q 14 4Q 14

Total Deliveries

700 400 700 900 1,100 4Q 13 1Q 14 2Q 14 3Q 14 4Q 14

Syndicated Deliveries

14,400 13,500 15,200 26,400 31,500 4Q 13 1Q 14 2Q 14 3Q 14 4Q 14

Backlog

29

4Q FY 2014 Income Statement Highlights

• Revenue of $618.1 million

−Record revenue reflects higher deliveries

• Gross margin of 17.2%

−Record gross margin driven by production

efficiencies, leasing strategy, product mix and pricing

• Adjusted EBITDA of $80.8 million*

−Strong operating performance −Adjusted EBITDA margin of 13.1%

• Diluted EPS of $1.03*

$0.69 $0.51 $0.51 $1.03 $1.03 4Q 13 1Q 14 2Q 14 3Q 14 4Q 14

Diluted EPS*

$52.1 $50.0 $44.9 $78.0 $80.8 4Q 13 1Q 14 2Q 14 3Q 14 4Q 14

Adjusted EBITDA* ($ millions)

$484.2 $490.4 $502.2 $593.3 $618.1 4Q 13 1Q 14 2Q 14 3Q 14 4Q 14

Revenue ($ millions)

* Excludes Restructuring charges in 4Q FY13 and FY14 and gain on contribution to GBW in 4Q FY14.

30

4Q FY 2014 Balance Sheet & Cash Flow Highlights

• Strong Positive Free Cash Flow

−Increased capital expenditures, railcars held for

syndication and tax payments resulted in lower free cash flow in 4Q

−Available liquidity exceeds $505 million

• Board declares quarterly dividend of $0.15 per

share

• Cumulatively through October 30, 2014,

repurchased 1,017,562 shares of common stock,

−Completed $50 million share repurchase program

announced October 2013

• New $50 million repurchase program announced
• Net Funded Debt has decreased $149 million since

February 2013, the baseline of the margin and capital efficiency targets

• $0.15

$0.15 4Q 13 1Q 14 2Q 14 3Q 14 4Q 14

Dividends

$141.3 $176.7 $196.1 $217.3 $133.9 4Q 13 1Q 14 2Q 14 3Q 14 4Q 14

LTM Free Cash Flow Generated*

($ millions)

* Excludes Restructuring charges in 4Q FY 2013 and FY 2014 and gain on contribution to GBW in 4Q FY 2014.

$324.7 $330.2 $254.2 $266.7 $273.3 4Q 13 1Q 14 2Q 14 3Q 14 4Q 14

Net Funded Debt ($ millions)

31

Build-to-Order Sales

• Customer orders railcar it desires

to purchase

• We build railcar
• We deliver product and recognize

revenue and margin in Manufacturing segment

Underwriting & Syndication

• Customer orders railcar it desires to lease
• We build railcar subject to lease
• We temporarily hold assets / may cross

multiple quarter ends

−

“Railcars held for syndication”

• We earn lease revenue

−

Included in Leasing segment

• We sell (“syndicate”) railcar lease

transactions to third parties (e.g. Mitsubishi UFJ Lease & Finance) seeking income streams

−

Revenue recognized in Manufacturing segment

• We earn management fees on railcars

post sale

−

Included in Leasing segment

Two Ways to Sell New Railcars

32

Manufacturing

Quarterly Trends Revenue and Gross Margin % FY 15 Outlook

• Revenue growth driven by increased deliveries

and Marine activity

• Margin increase continues to reflect improved

efficiencies and favorable product mix including more marine production

• Marine backlog as of August 31, 2014 totaled

approximately $112 million

• Deliveries to exceed 20,000 units
• Capital expenditures are expected to be

approximately $95 million in FY 2015, primarily related to capacity projects in Mexico, enhanced vertical integration and efficiency enhancements. Capacity projects include doubling of tank car capacity and moving from a leased facility to a lower cost owned facility.

• Substantial syndication volume increase

($ in millions)

4Q 13 1Q 14 2Q 14 3Q 14 4Q 14

Revenues $351.7 $359.5 $347.8 $425.6 $492.1 Gross Margin $43.3 $48.0 $41.2 $73.8 $87.9 Gross Margin % 12.3% 13.4% 11.8% 17.3% 17.9% Operating Margin % 8.6% 10.7% 8.7% 14.4% 14.8% Capital Expenditures $8.8 $3.9 $6.2 $14.7 $31.2 Railcar Backlog $1,520 $1,430 $1,540 $2,750 $3,330 Backlog (units) 14,400 13,500 15,200 26,400 31,500 Deliveries (units) 3,500 3,700 3,400 4,300 4,800

4Q Business Conditions

0% 2% 4% 6% 8% 10% 12% 14% 16% 18% $- $200 $400 $600 $800 $1,000 $1,200 $1,400 $1,600 $1,800 2010 2011 2012 2013 2014 $ in millions Revenue Margin

33

Wheels, Repair & Parts

Quarterly Trends Revenue and Gross Margin % FY 15 Outlook

• XX
• XX
• XX
• Formed GBW Railcar Services, LLC, 50/50 joint venture

with Watco Companies, LLC focused on retrofitting, refurbishing and repairing railcars through 38 shop network, including 14 tank car certified facilities

• Revenue decline primarily attributable to contribution of

repair operation to unconsolidated GBW in July

• Gross margin % decline due to operating inefficiencies
• Operating margin includes a $29.0 million pre-tax non-

cash gain on contribution to GBW

• Capital expenditures are expected to be

approximately $10 million in FY 2015

• Improved operating efficiencies and performance
• Greenbrier will account for its interest in GBW under

the equity method of accounting – GBW will not be consolidated in Greenbrier’s financial statements

($ in millions)

4Q 13 1Q 14 2Q 14 3Q 14 4Q 14

Revenues $114.0 $113.4 $136.5 $140.7 $105.0 Gross Margin $7.6 $5.4 $8.6 $10.8 $6.8 Gross Margin % 6.7% 4.8% 6.3% 7.7% 6.5% Operating Margin % (0.1% ) (0.3% ) 2.6% 3.9% 30.3% * Capital Expenditures $1.6 $1.6 $1.7 $2.5 $3.0

4Q Business Conditions

0% 2% 4% 6% 8% 10% 12% $- $100 $200 $300 $400 $500 $600 2010 2011 2012 2013 2014 $ in millions Revenue Margin

* Excluding gain on contribution to GBW, operating margin is 2.7% for Q4 FY 2014.

34

Leasing & Services

Quarterly Trends Revenue and Gross Margin % FY 15 Outlook

• 4Q FY 2014 in line with normalized revenue
• trends. 3Q FY 2014 revenue included

syndication of third party produced railcars

• Margin % increase reflects improved

performance of owned fleet

• Continued growth of Syndication and

Management Services activity

• Net capital expenditures are expected to be

approximately $25 million in FY 2015 (Gross capital expenditures of $35 million, including corporate expenditures, offset by equipment proceeds of approximately $10 million)

($ in millions)

4Q 13 1Q 14 2Q 14 3Q 14 4Q 14

Revenues $18.5 $17.5 $17.9 $27.0 $21.0 Gross Margin $9.4 $8.1 $8.1 $12.2 $11.3 Gross Margin % 50.7% 46.3% 45.0% 45.1% 53.7% Operating Margin % 82.5% 49.6% 53.8% 53.9% 38.9% Net Capital Expenditures ($35.0) ($13.0) ($12.5) ($10.0) ($13.3) Lease Fleet Utilization 97.4% 97.0% 97.6% 97.9% 98.2% Owned Fleet (units) 8,600 8,300 8,400 8,300 8,600 Managed Fleet (units) 224,000 231,000 233,000 235,000 238,000

4Q Business Conditions

38% 40% 42% 44% 46% 48% 50% 52% $- $20 $40 $60 $80 $100

2010 2011 2012 2013 2014

$ in millions Revenue Margin

35

August 31, 2013 August 31, 2014 Corporate & Manufacturing: Revolving facilities $ 48 $ 13 Senior convertible notes 245 245 Other term loans 3 2 296 260 Less: Cash (97) (185)

Net Corp & Manufacturing Debt $ 199 $ 75

Leasing term loan(1) 126 198

Total Net Debt $ 325 $ 273

Equipment on operating lease $ 305 $ 259 Leasing debt as % of Equipment on

• perating lease

41% 76%

Debt Summary ($ in millions)

(1) Recourse to leasing subsidiary only.

The March 2014 refinancing of ~ $125 million senior term debt secured by railcars on lease with new six- year $200 million senior term debt more appropriately leverages the lease fleet and reduces net Corporate and Manufacturing debt to $75 million.

36

Quarterly Adjusted EBITDA Reconciliation

Supple lem ent al D l Dis isclo losure

Reconciliation of Net Earnings (loss) to Adjusted EBI TDA

(In millions, unaudited) Quarter Ending

• Aug. 31,

2013

• Nov. 30,

2013

• Feb. 28,

2014 May 31, 2014

• Aug. 31,

2014 Net earnings (loss) $23.3 $23.0 $20.5 $46.1 $60.1 Interest and foreign exchange 4.0 4.7 4.1 5.4 4.4 Income tax expense 12.2 10.5 9.9 16.3 35.7 Depreciation and amortization 9.9 10.9 9.9 10.1 9.6 Gain on contribution to GBW

• (29.0)

Restructuring charges 2.7 0.9 0.5 0.1

• Adjusted EBITDA

$52.1 $50.0 $44.9 $78.0 $80.8

See slide 39 for definition of Adjusted EBITDA

37

Annual Adjusted EBITDA Reconciliation

Supple lem ent al D l Dis isclo losure

Reconciliation of Net Earnings (loss) to Adjusted EBI TDA

(In millions, unaudited) Year Ending August 31, 2009 2010 2011 2012 2013 2014 Net earnings (loss) ($57.9) $8.3 $8.4 $61.2 ($5.4) $149.8 Interest and foreign exchange 45.9 45.2 37.0 24.8 22.2 18.7 Income tax expense (benefit) (16.9) (0.9) 3.5 32.4 25.1 72.4 Depreciation and amortization 37.6 37.5 38.3 42.4 41.4 40.4 Goodwill impairment 55.7

• 76.9
• Gain on contribution to GBW
• (29.0)

Loss (gain) on debt extinguishment

• (2.1)

15.7

• Special items
• (11.9)
• 2.7

1.5 Adjusted EBITDA

$64.4 $76.1 $102.9 $160.8 $162.9 $253.8

See slide 39 for definition of Adjusted EBITDA

38

Annual Adjusted EPS Reconciliation

Supplem ent al D Disclosure

Reconciliation of Net Earnings (loss) Attributable to Greenbrier to Net Earnings Excluding Goodwill I mpairment, Gain on Contribution to GBW, Loss (gain) on Debt extinguishment and Special I tems

(In millions, except per share amounts, unaudited) Year Ending August 31, 2009 2010 2011 2012 2013 2014 Net earnings (loss) attributable to Greenbrier ($56.4) $4.3 $6.5 $58.7 ($11.1) $111.9 Goodwill impairment 51.0

• 71.8
• Gain on contribution to GBW (after-tax)
• (13.6)

Loss (gain) on debt extinguishment (after-tax)

• (1.3)

9.4

• Special items (after-tax)
• (11.9)
• 1.8

1.0 Adjusted Net Earnings (loss) ($5.4) ($8.9) $15.9 $58.7 $62.5 $99.3 Weighted average diluted shares outstanding 16.8 20.2 26.5 33.7 34.2 34.2

Adjusted Diluted EPS ($0.32) ($0.44) $0.60 $1.91 $2.00 $3.07

See slide 39 for definition of Adjusted EPS

39

Net earnings excluding restructuring charges and gain on contribution to GBW, Adjusted EBITDA, and Diluted earnings per share excluding restructuring charges and gain on contribution to GBW are not financial measures under generally accepted accounting principles (GAAP). We define Net earnings excluding restructuring charges and gain on contribution to GBW as Net earnings before restructuring charges (after-tax) and 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, restructuring charges, gain on contribution to GBW and depreciation and amortization. We define Diluted earnings per share excluding restructuring charges and gain on contribution to GBW as Net earnings excluding restructuring charges and 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 restructuring charges and gain on contribution to GBW, Adjusted EBITDA, and Diluted earnings per share excluding restructuring charges and gain on contribution to GBW are performance measurement tools used by Greenbrier. You should not consider Net earnings excluding restructuring charges and gain on contribution to GBW, Adjusted EBITDA, and Diluted earnings per share excluding restructuring charges and 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 restructuring charges and gain on contribution to GBW are not measures of financial performance under GAAP and are susceptible to varying calculations, the Adjusted EBITDA and Diluted earnings per share excluding restructuring charges and gain on contribution to GBW measures presented may differ from and may not be comparable to similarly titled measures used by other companies.

Adjusted Financial Metric Definition