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): December 10, 2010

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:

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

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

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

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

Item 2.02 Results of Operations and Financial Condition.

     The Company issued the attached press release dated December 10, 2010 announcing new orders and preliminary unaudited financial results for its fiscal first quarter. A copy of the press release is attached as Exhibit 99.1.

Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

(e) As previously reported on our Form 8-K filed November 16, 2010, effective December 1, 2010, the Company restored 50% of the annual base compensation reductions for its executive officers, other than the Chief Executive Officer, that were implemented March 1, 2009. A copy of the form of amendment that the Company will enter into with executives who have formal employment contracts with the Company, other than the Chief Executive Officer and Alejandro Centurion (whose arrangements are further described below), is attached as Exhibit 10.1.

     As also reported on our Form 8-K filed November 16, 2010, effective December 1, 2010 the Company restored 3.5% of the annual base compensation for William A. Furman, President and Chief Executive Officer of the Company. A copy of the Amendment to Employment Agreement the Company entered into with Mr. Furman is attached as Exhibit 10.2.

     On December 10, 2010 the Compensation Committee of the Board of Directors approved an increase to the annual base salary for Alejandro Centurion, Senior Vice President, North American Manufacturing Operations, to $325,000, effective December 1, 2010. Mr. Centurion, a named executive officer of the Company, will be taking on additional operating responsibilities for the Company. This salary increase supersedes the annual base compensation adjustment previously reported on our Form 8-K filed November 16, 2010, and is contingent upon execution by the parties of an amendment to the Employment Agreement between the Company and Mr. Centurion dated as of April 6, 2006. A copy of the form of proposed amendment that the Company intends to enter into with Mr. Centurion is attached as Exhibit 10.3.

Item 8.01 Other Events.

     The Company issued the attached press release dated December 10, 2010 announcing new orders and preliminary unaudited financial results for its fiscal first quarter. A copy of the press release is attached as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
10.1	Form of employment agreement amendment for executive officers.
10.2	Employment agreement amendment for William A. Furman dated effective as of December 1, 2010.
10.3	Form of employment agreement amendment for Alejandro Centurion.
10.4	Consulting Agreement dated as of March 31, 2005 between Greenbrier Leasing Corporation and C. Bruce Ward, as amended as of January 1, 2007.
99.1	Press Release dated December 10, 2010 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 hereunto duly authorized.

	THE GREENBRIER COMPANIES, INC.
Date: December 10, 2010	By:	/s/ Mark J. Rittenbaum
		Mark J. Rittenbaum,
		Executive Vice President and Chief Financial Officer (Principal Financial Officer)

EX-10.1

Exhibit 10.1

Amendment to Employment Agreement

     This Amendment to Employment Agreement is effective as of December 1, 2010 and further amends the Employment Agreement currently in effect and as previously amended by and between The Greenbrier Companies, Inc. (“Greenbrier”) and the undersigned executive officer of Greenbrier.

     Notwithstanding any other provision of my Employment Agreement with Greenbrier to the contrary, I hereby agree that my annual base compensation will be increased effective as of December 1, 2010 by an amount equal to 6.25% of my annual base compensation as in effect prior to the salary reduction made effective as of March 1, 2009, in order to partially restore such salary reduction.

The Greenbrier Companies, Inc.:	Employee:
By:
	[Insert Name]

EX-10.2

Exhibit 10.2

Amendment to Employment Agreement

     This Amendment to Employment Agreement is effective as of December 1, 2010 and further amends the Employment Agreement currently in effect and as previously amended by and between The Greenbrier Companies, Inc. (“Greenbrier”) and William A. Furman.

     Notwithstanding any other provision of my Employment Agreement with Greenbrier to the contrary, I hereby agree that my annual base compensation will be increased effective as of December 1, 2010 by an amount equal to 3.5% of my annual base compensation as in effect prior to the salary reduction made effective as of March 1, 2009, in order to partially restore such salary reduction.

The Greenbrier Companies, Inc.:		Employee:
By:	/s/ Martin R. Baker	/s/ William A. Furman
	Martin R. Baker,	William A. Furman
	Senior Vice President, Chief Compliance Officer, General Counsel

EX-10.3

Exhibit 10.3

AMENDMENT TO EMPLOYMENT AGREEMENT

     This Amendment to Employment Agreement is entered into effective as of December 1, 2010 and further amends the Employment Agreement dated as of April 6, 2009 by and between The Greenbrier Companies, Inc. and Alejandro Centurion (“Employee”), as previously amended (the “Employment Agreement”). This Amendment supersedes and replaces the partial salary restoration amendment to the Employment Agreement previously provided to Employee, which also was dated to be effective as of December 1, 2010.

     Notwithstanding any other provision of the Employment Agreement to the contrary, the parties agree that effective as of December 1, 2010 Employee’s annual base salary shall be $325,000.

The Greenbrier Companies, Inc.:	Employee:
By:
	Alejandro Centurion
Date signed: December      , 2010	Date signed: December      , 2010

EX-10.4

Exhibit 10.4

CONTRACT FOR PROFESSIONAL CONSULTING SERVICES

          THIS AGREEMENT is made and entered into as of April 1, 2005, by and between Greenbrier Leasing Corporation of One Centerpointe Drive, Suite 200, Lake Oswego, Oregon 97035 (“Client”), and C. Bruce Ward, an individual (“Consultant”).

          WHEREAS, Client desires to engage the services of Consultant and Consultant is willing, qualified and capable of providing such services;

          NOW THEREFORE, Client and Consultant hereby agree as follows:

          Section A. Duties of Consultant.

          1. Client is contracting for Consultant to render advice and consultation to Client with respect to marketing strategies, customer and supplier relations, and matters pertaining to the rail supply industry, all as assigned by Client’s President and CEO. Consultant shall provide independent advisory and consulting services to Client, rendering such services in order to maintain, improve and extend the business of Client and further its reputation and business interests. Consultant shall devote such time and effort to the performance of his or her duties as shall be reasonably necessary. Consultant agrees to fulfill Consultant’s obligations herein in a businesslike manner, acting always in accordance with applicable laws and customs.

          2. Consultant shall provide advice and recommendations to Client; all decisions will be made solely by Client. Consultant shall have no authority to contractually bind or obligate Client.

          3. Consultant’s services under this Agreement shall commence on April 1, 2005, unless otherwise agreed in writing between the parties.

          Section B. Consideration.

          Consideration for all services performed by Consultant pursuant to this Agreement shall be paid promptly by Client as follows:

          1. Client agrees to pay, and Consultant agrees to accept, as full compensation for Consultant’s services hereunder, the sum of $48,000 per year ($96,000 per year, as of 1/1/07), to be paid in equal quarterly installments, in advance, on January 1, April 1, July 1 and October 1 of each year during the engagement such compensation shall be in addition to any other compensation or fees to which Consultant may be entitled as a member of the board of directors of Client or any of Client’s affiliates.

          2. Client shall provide to Consultant group medical, hospital, dental and vision insurance coverage, provided, that such coverage is reasonably available for Consultant and at a cost which is not greater than the cost for other members of the insured group.

          3. Client shall provide Consultant with an automobile for use in fulfilling his responsibilities under this Agreement and shall provide or reimburse Consultant for related insurance, repairs and operating costs.

          4. Client shall reimburse Consultant for all actual out-of-pocket expenses reasonably incurred by Consultant on behalf of, and approved by, Client in accord with Client’s normal expense reimbursement policies, including but not limited to air fare or transportation costs; food and lodging costs; long-distance telephone charges; and postage and express mail charges. Such agreed-upon expenses and travel allowances shall be due and payable to Consultant ten (10) days following the receipt by Client of a properly prepared expense report in a form provided by Client and supporting documentation in a form reasonably acceptable to Client.

          5. Consultant is furnishing the services herein set forth as an independent contractor and not as an employee. This Agreement is not intended to create a partnership, joint venture, or any other entity or business association between Client and Consultant. Consultant shall be responsible for his or her own acts, and Client shall not be required to make provision for withholdings, taxes, unemployment insurance, workers’ compensation insurance, or similar benefits. Consultant is solely responsible for determining the methods and means used in performing the services rendered to Client hereunder.

          Section C. Competition.

          During the term of Consultant’s engagement hereunder, and for a period of one year thereafter, Consultant shall not, directly or indirectly:

               (a) Associate with (either as a stockholder, director, officer, manager, consultant, advisor, employee, member, partner or otherwise, of or through any corporation, partnership, limited liability company, association, firm or otherwise), or engage in, participate in, or be connected in any manner with, any enterprise or business that is engaged in the design, manufacture, purchase, sale, lease, marketing or refurbishing of railroad freight cars or components thereof in competition with Client or Client’s affiliates North America or Mexico;

               (b) Employ (including retaining as a consultant), solicit for employment, or advise or recommend to any other person, firm or entity that it employ or solicit for employment, any current or future employee or consultant of Client or any of its affiliates; or

               (c) Induce or attempt to persuade any current or future client, customer, supplier, officer, employee, agent, manager, consultant, director or other participant in Client or any of its affiliates to terminate such employment or other relationship.

          Section D. Confidential Information.

          During and after the term of the engagement, Consultant shall not use or disclose to any person, firm or entity any Confidential Information (as defined herein), except with the prior written consent of Client. “Confidential Information” means all of Client’s proprietary information, including, without limitation, financial data, documentation, trade secrets, information concerning the operation, design and marketing of products, services or processes, know-how, improvements, techniques, business plans and procedures, customer and supplier lists and information, files and profiles, needs analyses, calculations, data, manuals, specifications, performance standards, instructions and inventions. The obligations imposed by this covenant shall not apply with respect to (a) disclosure required by law, regulation or judicial process; provided that Client shall have been given reasonable advance notice of the required

disclosure and Consultant shall cooperate with Client in limiting such disclosure and in obtaining protective orders where appropriate; or (b) information that is in the public domain.

          Section E. Indemnification.

          During the term of the engagement and thereafter, Consultant shall indemnify, defend and hold Client harmless from and against all claims and actions and all expenses incidental to such claims or actions, based upon or arising out of damage to property or injuries to persons or other tortious acts caused or contributed to by Consultant or anyone acting under his or her direction or control or on his or her behalf in the course of performance under this Agreement, provided Consultant’s aforesaid indemnity and hold-harmless agreement shall not be applicable to any liability based upon the sole negligence of Client. Consultant further indemnifies Client with respect to any and all income tax, social security contributions and the like which may be found due from Client on any payments or arrangements made under this Agreement together with any interest, penalty or gross-up thereon.

          Section F. Termination.

          1. Notwithstanding any other provision herein, Consultant’s services may be terminated by Client upon written notice to Consultant, effective immediately, if Consultant shall have engaged in conduct which, in the opinion of the President of Client, has brought or is likely to bring either Consultant or Client into disrepute or has or is likely to impair Consultant’s ability to provide services to Client or to do so in a manner or at a time reasonably required by Client.

          2. Notwithstanding anything herein to the contrary, either party may terminate Consultant’s services under this Agreement, with or without cause, upon the giving of ninety (90) days’ advance written notice to the other.

          Section G. Assignment and Subcontracting.

          Consultant may not assign or transfer his interests or claims under this Agreement, or subcontract his services hereunder, without the prior written consent of Client.

          Section H. Attorney Fees.

          If suit or action is instituted in connection with any controversy arising out of this Agreement, the prevailing party shall be entitled to recover, in addition to costs, such sum as the court may adjudge reasonable as attorney fees for services rendered before trial, during trial and in any appeals.

          Section I. Applicable Law and Venue.

          1. This Agreement shall be binding on and shall be for the benefit of the parties hereto and shall be governed by the laws of the State of Oregon.

          2. Consultant hereby consents to jurisdiction of, and venue in, federal and/or state courts located in the State of Oregon, Multnomah County, for any action arising out of or in connection with this Agreement.

          Section J. Notices.

          All notices required or permitted to be given under this Agreement shall be given by certified or express mail to the parties at the addresses given herein.

          Section K. Severability.

          Any provision of this Agreement prohibited or unenforceable in any jurisdiction shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in one jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

          Section L. Complete Agreement.

          This Agreement constitutes the complete agreement between Consultant and Client. No representation or promise, either oral or written, has been made except as specifically set forth herein.

CLIENT:		CONSULTANT:
Greenbrier Leasing Corporation		C. Bruce Ward
One Centerpointe Dr. Suite 200		5185 SW 85th Street
Lake Oswego, Oregon 97035		Portland, OR 97225
Phone: 503-684-7000		Phone: 503-297-5853
Facsimile: 503-684-7553		Facsimile: 503-297-8662
GREENBRIER LEASING CORPORATION		C. BRUCE WARD
By:	/s/ Larry Brady	Signature:		/s/ C. Bruce Ward
Title:	Sr. Vice President & CFO	Date:	March 31, 2005
Date:	March 31, 2005

EX-99.1

Exhibit 99.1

For release: December 10, 2010, 6:00 am EST	Contact:	Mark Rittenbaum
		503-684-7000

Greenbrier announces new railcar orders for 2,000 units valued at $135 million

~Company also announces preliminary financial results for fiscal first quarter;
EPS expected to be a loss in range of $0.09 to $0.14 ~

     Lake Oswego, Oregon, December 10, 2010 — The Greenbrier Companies [NYSE:GBX] today announced that it has recently received orders for 2,000 new railcars with an aggregate value of approximately $135 million. The new orders are for covered hopper cars of various types, which are scheduled to be delivered principally in calendar 2011.

     The orders were received in November and December, and are in addition to the previously disclosed orders for 3,200 railcars with an aggregate value of approximately $200 million received in September and October, subsequent to the Company’s August 31, 2010 fiscal year end. The Company’s August 31, 2010 new railcar manufacturing backlog was 5,300 units valued at $420 million.

     To support the increase in demand, the Company intends to ramp up its production rates commencing in January 2011, and open an additional production line late in the second calendar quarter of 2011. Based on current production plans and scheduled delivery dates, new railcar deliveries are expected to be significantly higher in the second half of the current fiscal year than the first half.

     Separately, the Company today announced preliminary unaudited selected financial results for its first quarter ended November 30, 2010. Based on the Company’s initial closing for the quarter, preliminary revenues are expected to be approximately $200 million. As previously disclosed, Greenbrier anticipates reporting a net loss for the quarter. Greenbrier currently anticipates that the net loss will be in the range of approximately $0.09 to $0.14 per diluted share. These results for the quarter are currently anticipated to include a gain of $1.9 million on a pre-tax basis, or $1.1 million net of taxes, or approximately $0.05 per diluted share from insurance proceeds received by the Company associated with a fire in January 2009 at one of the Company’s wheel services facilities. The preliminary quarterly results announced today are subject to further review by the Company and should be considered preliminary and subject to change.

     Greenbrier currently expects to hold its regularly scheduled earnings conference call on January 7, 2011. The Company anticipates filing its Form 10-Q for the first quarter of fiscal 2011 on or before January 7, 2011.

     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. The Company builds new railroad freightcars in its three 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 38 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 8,000 railcars, and performs management services for approximately 225,000 railcars.

     “SAFE HARBOR” STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: This release may contain forward-looking statements. Greenbrier uses words such as “anticipates,” “believes,” “forecast,” “potential,” “contemplates,” “expects,” “intends,” “plans,” “seeks,” “estimates,” “could,” “would,” “will,” “may,” “can,” and similar expressions to identify forward-looking statements. These forward-looking statements include, but are not limited to statements about the Company’s preliminary selected financial results for the first quarter of fiscal 2011, statements about the Company’s intention to ramp up its production rates commencing in January 2011 and to open an additional production line late in the second calendar quarter of 2011, statements about new railcar deliveries being higher in the second half of the current fiscal year than the first half, statements about its earnings call and expected filing of Form 10-Q, and any other statements not of a historical fact. 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, 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 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 price fluctuations and scrap surcharges; changes in product mix and the mix between segments; labor disputes, energy shortages or operating difficulties that might disrupt manufacturing operations or the flow of cargo; production difficulties and product delivery delays as a result of, among other matters, changing technologies or non-performance of subcontractors or suppliers; ability to obtain suitable contracts for the sale of leased equipment 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, 2010. 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.