10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549-1004

Form 10-K

þ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended August 31, 2008

or

o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the transition period from        to       

Commission File No. 1-13146

THE GREENBRIER COMPANIES, INC.

(Exact name of Registrant as specified in its charter)

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)

(503) 684-7000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

(Title of Each Class)	(Name of Each Exchange on Which Registered)
Common Stock without par value	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes     No  X 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 (d) of the Act.  Yes     No  X 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  X   No   

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	Accelerated filer  X	Non-accelerated filer	Smaller reporting company
	(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes     No  X 

Aggregate market value of the Registrant’s Common Stock held by non-affiliates as of February 29, 2008 (based on the closing price of such shares on such date) was $430,105,050.

The number of shares outstanding of the Registrant’s Common Stock on October 28, 2008 was 16,616,232, without par value.

DOCUMENTS INCORPORATED BY REFERENCE

Parts of Registrant’s Proxy Statement dated November 25, 2008 prepared in connection with the Annual Meeting of Stockholders to be held on January 9, 2009 are incorporated by reference into Parts II and III of this Report.

The Greenbrier Companies, Inc.

Form 10-K

TABLE OF CONTENTS

			PAGE
		FORWARD-LOOKING STATEMENTS	3
PART I
	Item 1.	BUSINESS	5
	Item 1a.	RISK FACTORS	11
	Item 1b.	UNRESOLVED STAFF COMMENTS	18
	Item 2.	PROPERTIES	19
	Item 3.	LEGAL PROCEEDINGS	19
	Item 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	20
PART II
	Item 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTER’S AND ISSUER PURCHASES OF EQUITY SECURITIES	20
	Item 6.	SELECTED FINANCIAL DATA	22
	Item 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	23
	Item 7a.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	31
	Item 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	32
	Item 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	70
	Item 9a.	CONTROLS AND PROCEDURES	71
	Item 9b.	OTHER INFROMATION	72
PART III
	Item 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	73
	Item 11.	EXECUTIVE COMPENSATION	73
	Item 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	73
	Item 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE	73
	Item 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	73
PART IV
	Item 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	74
		SIGNATURES	77
		CERTIFICATIONS	78
EX-10.7
EX-10.11
EX-10.13
EX-10.14
EX-10.15
EX-10.16
EX-10.21
EX-10.23
EX-10.24
EX-10.25
EX-10.26
EX-12.1
EX-21.1
EX-23.1
EX-31.1
EX-31.2
EX-32.1
EX-32.2

2 The Greenbrier Companies 2008 Annual Report

Forward-Looking Statements

From time to time, The Greenbrier Companies, Inc. and its subsidiaries (Greenbrier or the Company) or their representatives have made or may make forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to expectations, beliefs and strategies regarding the future. Such forward-looking statements may be included in, but not limited to, press releases, oral statements made with the approval of an authorized executive officer or in various filings made by us with the Securities and Exchange Commission. These forward-looking statements rely on a number of assumptions concerning future events and include statements relating to:

•   availability of financing sources and borrowing base for working capital, other business development activities, capital spending and railcar warehousing activities;

•   ability to renew or obtain sufficient lines of credit and performance guarantees on acceptable terms;

•   ability to utilize beneficial tax strategies;

•   ability to grow our refurbishment & parts and lease fleet and management services businesses;

•   ability to obtain sales contracts which contain provisions for the escalation of prices due to increased costs of materials and components;

•   ability to obtain adequate certification and licensing of products; and

•   short- and long-term revenue and earnings effects of the above items.

Forward-looking statements are subject to a number of uncertainties and other factors outside Greenbrier’s control. The following are among the factors that could cause actual results or outcomes to differ materially from the forward-looking statements:

•   a delay or failure of acquired businesses, start-up operations, products or services to compete successfully;

•   decreases in carrying value of assets due to impairment;

•   severance or other costs or charges associated with lay-offs, shutdowns, or reducing the size and scope of operations;

•   changes in future maintenance or warranty requirements;

•   fluctuations in demand for newly manufactured railcars or failure to obtain orders as anticipated in developing forecasts;

•   effects of local statutory accounting;

•   domestic and global business conditions and growth or reduction in the surface transportation industry;

•   ability to maintain good relationships with third party labor providers or collective bargaining units;

•   steel price fluctuations, scrap surcharges, steel scrap prices and other commodity price fluctuations and their impact on railcar and wheel demand and margin;

•   ability to deliver railcars in accordance with customer specifications;

•   changes in product mix and the mix among reporting 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 alliance partners, subcontractors or suppliers;

•   ability to obtain suitable contracts for railcars held for sale;

•   lower than anticipated residual values for leased equipment;

•   discovery of defects in railcars resulting in increased warranty costs or litigation;

•   resolution or outcome of pending or future litigation and investigations;

•   the ability to consummate expected sales;

•   delays in receipt of orders, risks that contracts may be canceled during their term or not renewed and that customers may not purchase as much equipment under the contracts as anticipated;

•   financial condition of principal customers;

•   market acceptance of products;

•   ability to determine and obtain adequate levels of insurance and at acceptable rates;

The Greenbrier Companies 2008 Annual Report 3 

•   disputes arising from creation, use, licensing or ownership of intellectual property in the conduct of the Company’s business;

•   competitive factors, including introduction of competitive products, price pressures, limited customer base and competitiveness of our manufacturing facilities and products;

•   industry overcapacity and our manufacturing capacity utilization;

•   continued industry demand at current and anticipated levels for railcar products;

•   domestic and global political, regulatory or economic conditions including such matters as terrorism, war, embargoes or quotas;

•   ability to adjust to the cyclical nature of the railcar industry;

•   the effects of car hire deprescription on leasing revenue;

•   changes in interest rates;

•   actions by various regulatory agencies;

•   changes in fuel and/or energy prices;

•   risks associated with intellectual property rights of Greenbrier or third parties, including infringement, maintenance, protection, validity, enforcement and continued use of such rights;

•   expansion of warranty and product support terms beyond those which have traditionally prevailed in the rail supply industry;

•   availability of a trained work force and availability and/or price of essential raw materials, specialties or components, including steel castings, to permit manufacture of units on order;

•   failure to successfully integrate acquired businesses;

•   discovery of unknown liabilities associated with acquired businesses;

•   failure of or delay in implementing and using new software or other technologies;

•   ability to replace maturing lease revenue and earnings with revenue and earnings from additions to the lease fleet and management services; and

•   financial impacts from currency fluctuations in our worldwide operations.

Any forward-looking statements should be considered in light of these factors. Greenbrier assumes no obligation to update or revise any forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such forward-looking statements or if Greenbrier later becomes aware that these assumptions are not likely to be achieved, except as required under securities laws.

All references to years refer to the fiscal years ended August 31^st unless otherwise noted.

The Greenbrier Companies is a registered trademark of The Greenbrier Companies, Inc. Gunderson, Maxi-Stack, Auto-Max and YSD are registered trademarks of Gunderson LLC.

4 The Greenbrier Companies 2008 Annual Report

PART I

Item 1.   BUSINESS

Introduction

We are one of the leading designers, manufacturers and marketers of railroad freight car equipment in North America and Europe and a leading provider of railcar refurbishment and parts, leasing and other services to the railroad and related transportation industries in North America.

In North America, we operate an integrated business model that combines freight car manufacturing, repair and refurbishment, component parts reconditioning, leasing and fleet management services to provide customers with a comprehensive set of freight car solutions. This model allows us to develop synergies between our various business activities.

We operate in three primary business segments: manufacturing, refurbishment & parts and leasing & services. Financial information about our business segments for the years ended August 31, 2008, 2007 and 2006 is located in Note 24 to our Consolidated Financial Statements.

We are a corporation formed in 1981. Our principal executive offices are located at One Centerpointe Drive, Suite 200, Lake Oswego, Oregon 97035, our telephone number is (503) 684-7000 and our internet web site is located at http://www.gbrx.com.

Significant Developments in 2008

In April 2008 we purchased substantially all of the operating assets of Roller Bearing Industries, Inc. (RBI) for $7.8 million in cash, plus or minus working capital adjustments. RBI operates a railcar bearings reconditioning business in Elizabethtown, Kentucky. Reconditioned bearings are used in the refurbishment of railcar wheelsets.

In March 2008 we purchased substantially all of the operating assets of American Allied Railway Equipment Company and its affiliates (AARE) for $83.3 million in cash, plus or minus working capital adjustments. We acquired two wheel facilities in Washington, Illinois and Macon, Georgia, which supply new and reconditioned wheelsets to freight car maintenance locations and to new railcar manufacturing facilities. We also acquired AARE’s parts reconditioning business in Peoria, Illinois, where we recondition railcar yokes, couplers, side frames and bolsters.

In March 2008, one of our subsidiaries, TrentonWorks Ltd. (TrentonWorks) filed for bankruptcy with the Office of the Superintendent of Bankruptcy Canada, whereby the assets of TrentonWorks are being administered and liquidated by an appointed trustee. The Company has not guaranteed any obligations of TrentonWorks and does not believe it will be liable for any of TrentonWorks’ liabilities. As a result of the bankruptcy, we discontinued consolidation of TrentonWorks’ financial statements beginning on March 13, 2008 and began reporting our investment in TrentonWorks using the cost method. As a result of the facility closure in April 2007, we recorded special charges of $2.3 million during the first six months of fiscal year 2008 consisting of severance costs and professional and other expenses.

Products and Services

Manufacturing

North American Railcar Manufacturing - We are the leading North American manufacturer of intermodal railcars with an average market share of approximately 65% over the last five years. In addition to our strength in intermodal railcars, we manufacture a broad array of other railcar types in North America and have demonstrated an ability to capture high market shares in many of the car types we produce. We have commanded an average market share of

The Greenbrier Companies 2008 Annual Report 5 

approximately 40% in flat cars and 30% in boxcars over the last five years. The primary products we produce for the North American market are:

Intermodal Railcars - We manufacture a comprehensive range of intermodal railcars. Our most important intermodal product is our articulated double-stack railcar. The double-stack railcar is designed to transport containers stacked two-high on a single platform. An articulated double-stack railcar is comprised of up to five platforms each of which is linked by a common set of wheels and axles. Our comprehensive line of articulated and non-articulated double-stack intermodal railcars offers varying load capacities and configurations. The double-stack railcar provides significant operating and capital savings over other types of intermodal railcars.

Conventional Railcars - We produce a wide range of boxcars, which are used in forest products, automotive, perishables and general merchandise applications. We also produce a variety of covered hopper cars for the grain, cement and plastics industries as well as gondolas for the steel and metals markets and various other conventional railcar types, including our proprietary Auto-Max car. Our flat car products include center partition cars for the forest products industry, bulkhead flat cars, flat cars for automotive transportation and solid waste service flat cars.

Tank Cars - We are developing a line of tank car products for the North American market. The initial product will be a 30,000-gallon non-coiled, non-insulated tank car, which will be used to transport ethanol, methanol and more than 60 other commodities. Delivery of this car type is expected to begin in the first quarter of fiscal 2009.

European Railcar Manufacturing - Our European manufacturing operation produces a variety of railcar types, including a comprehensive line of pressurized tank cars for liquid petroleum gas and ammonia and non-pressurized tank cars for light oil, chemicals and other products. In addition, we produce flat cars, coil cars for the steel and metals market, coal cars for both the continental European and United Kingdom markets, gondolas, sliding wall cars and automobile transporter cars. Although no formal statistics are available for the European market, we believe we are one of the largest new freight car manufacturers with an estimated market share of 10-15%.

Marine Vessel Fabrication - Our Portland, Oregon manufacturing facility, located on a deep-water port on the Willamette River, includes marine facilities with the largest side-launch ways on the West Coast. The marine facilities also enhance steel plate burning and fabrication capacity providing flexibility for railcar production. We manufacture ocean going conventional deck barges, double-hull tank barges, railcar/deck barges, barges for aggregates and other heavy industrial products and ocean-going dump barges.

Refurbishment & Parts

Railcar Repair, Refurbishment and Component Parts Manufacturing - We believe we operate the largest independent repair, refurbishment and component parts networks in North America, operating in 39 locations. Our network of railcar repair and refurbishment shops performs heavy railcar repair and refurbishment, as well as routine railcar maintenance. We are actively engaged in the repair and refurbishment of railcars for third parties, as well as of our own leased and managed fleet. Our wheel shops provide complete wheel services including reconditioning of wheels, axles and roller bearings. Our component parts facilities recondition railcar cushioning units, couplers, yokes, side frames, bolsters and various other parts. We also produce roofs, doors and associated parts for boxcars.

Leasing & Services

Leasing - Our relationships with financial institutions, combined with our ownership of a lease fleet of approximately 9,000 railcars, enables us to offer flexible financing programs including traditional direct finance leases, operating leases and “by the mile” leases to our customers. As an equipment owner, we participate principally in the operating lease segment of the market. The majority of our leases are “full service” leases whereby we are responsible for maintenance and administration. Maintenance of the fleet is provided, in part, through our own facilities and engineering and technical staff. Assets from our owned lease fleet are periodically sold to take advantage of market conditions, manage risk and maintain liquidity.

Management Services - Our management services business offers a broad range of services that include railcar maintenance management, railcar accounting services such as billing and revenue collection, car hire receivable

6 The Greenbrier Companies 2008 Annual Report

and payable administration, total fleet management including railcar tracking using proprietary software, administration and railcar remarketing. Frequently, we originate leases of railcars with railroads or shippers, and sell the railcars and attached leases to financial institutions and subsequently provide management services under multi-year agreements. We currently own or provide management services for a fleet of approximately 146,000 railcars in North America for railroads, shippers, carriers and other leasing and transportation companies.

	Fleet Profile(1)
	As of August 31, 2008
	Owned		Managed		Total
	Units(2)		Units		Units
Customer Profile:
Class I Railroads		3,799		108,930		112,729
Non-Class I Railroads		1,152		13,391		14,543
Shipping Companies		3,044		6,723		9,767
Leasing Companies		184		8,233		8,417
En route to Customer Location		37		37		74
Off-lease		415		383		798
Total Units		8,631		137,697		146,328

(1)	Each platform of a railcar is treated as a separate unit.
(2)	Percent of owned units on lease is 95.2% with an average remaining lease term of 3.1 years. The average age of owned units is 16 years.

Backlog

The following table depicts our reported railcar backlog in number of railcars and estimated future revenue value attributable to such backlog, at the dates shown:

	August 31,
	2008		2007		2006
New railcar backlog units(1)		16,200		12,100		14,700
Estimated future revenue value (in millions)(2)	$	1,440	$	830	$	1,000

(1)	Each platform of a railcar is treated as a separate unit.
(2)	Subject to change based on finalization of product mix.

Based on current production plans, approximately 3,900 units in backlog are scheduled for delivery in fiscal year 2009. The backlog includes approximately 8,500 units, scheduled for delivery beyond fiscal year 2009, that are subject to our fulfillment of certain competitive conditions. A portion of the orders included in backlog includes an assumed product mix. Under terms of the order, the exact mix will be determined in the future which may impact the dollar amount of backlog. In addition, a substantial portion of our backlog consists of orders for tank cars which are a new product type for us in North America.

Marine backlog was approximately $145.0 million as of August 31, 2008, of which approximately $75.0 million is scheduled for delivery in fiscal year 2009. The balance of the production is scheduled into 2012. Subsequent to year end additional orders were received increasing backlog to approximately $200.0 million.

The backlog is based on customer orders that we believe are firm and does not include production for our own lease fleet. We build railcars for our own lease fleet and do not include this production in our backlog. Customer orders may be subject to cancellation and other customary industry terms and conditions. Historically, little variation has been experienced between the product ordered and the product actually delivered. The backlog is not necessarily indicative of future results of operations.

The Greenbrier Companies 2008 Annual Report 7 

Customers

Our railcar customers in North America include Class I railroads, regional and short-line railroads, leasing companies, shippers, carriers and transportation companies. We have strong, long-term relationships with many of our customers. We believe that our customers’ preference for high quality products, our technological leadership in developing innovative products and competitive pricing of our railcars have helped us maintain our long standing relationships with our customers.

In 2008, revenue from one customer, Burlington Northern and Santa Fe Railway Company (BNSF) accounted for approximately 26% of total revenue, 31% of leasing & services revenue, 12% of refurbishment & parts revenue and 36% of manufacturing revenue. Two other customers, TTX Company and Union Pacific Railroad, together accounted for approximately 37% of refurbishment & parts revenue.

Raw Materials and Components

Our products require a supply of materials including steel and specialty components such as brakes, wheels and axles. Specialty components purchased from third parties represent approximately half of the cost of an average freight car. Our customers often specify particular components and suppliers of such components. Although the number of alternative suppliers of certain specialty components has declined in recent years, there are at least two suppliers for most such components and we are not reliant on any one supplier for any component.

Certain materials and components are periodically in short supply which could potentially impact production at our new railcar and refurbishment facilities. In an effort to mitigate shortages and reduce supply chain costs, we have entered into strategic alliances for the global sourcing of certain components, increased our replacement parts business and continue to pursue strategic opportunities to protect and enhance our supply chain.

We periodically make advance purchases to avoid possible shortages of material due to capacity limitations of component suppliers and possible price increases. We do not typically enter into binding long-term contracts with suppliers because we rely on established relationships with major suppliers to ensure the availability of raw materials and specialty items.

Competition

There are currently six major railcar manufacturers competing in North America. One of these builds railcars principally for its own fleet and the others compete with us principally in the general railcar market. We compete on the basis of quality, price, reliability of delivery, reputation and customer service and support.

Competition in the marine industry is dependent on the type of product produced. There are two main competitors, located in the Gulf States, which build product types similar to ours. We compete on the basis of experienced labor and a proven track record for quality and delivery. United States (U.S.) coastwise law, commonly referred to as the Jones Act, requires all commercial vessels transporting merchandise between ports in the U.S. to be built, owned, operated and manned by U.S. citizens and to be registered under the U.S. flag.

We believe that we are among the top five European railcar manufacturers which maintain a combined market share of over 80%. European freight car manufacturers are largely located in central and eastern Europe where labor rates are lower and work rules are more flexible.

Competition in the refurbishment & parts business is dependent on the type of product or service provided. There are many competitors in the railcar repair and refurbishment business and fewer competitors in the wheel and other parts businesses. We are one of the largest competitors in each business. We compete primarily on the basis of quality, single source solutions and engineering expertise.

There are about twenty institutions that provide railcar leasing and services similar to ours. Many of them are also customers which buy leased railcars and new railcars from our manufacturing facilities. More than half of these institutions have greater resources than we do. We compete primarily on the basis of quality, price, delivery, reputation, service offerings and deal structuring ability. We believe our strong servicing capability, integrated with

8 The Greenbrier Companies 2008 Annual Report

our manufacturing, repair shops, railcar specialization and expertise in particular lease structures provide a strong competitive position.

Marketing and Product Development

In North America, we utilize an integrated marketing and sales effort to coordinate relationships in our various segments. We provide our customers with a diverse range of equipment and financing alternatives designed to satisfy each customer’s unique needs, whether the customer is buying new equipment, refurbishing existing equipment or seeking to outsource the maintenance or management of equipment. These custom programs may involve a combination of railcar products, leasing, refurbishing and remarketing services. In addition, we provide customized maintenance management, equipment management and accounting services.

In Europe, we maintain relationships with customers through a network of country-specific sales representatives. Our engineering and technical staff works closely with their customer counterparts on the design and certification of railcars. Many European railroads are state-owned and are subject to European Union regulations covering the tender of government contracts.

Through our customer relationships, insights are derived into the potential need for new products and services. Marketing and engineering personnel collaborate to evaluate opportunities and identify and develop new products. Research and development costs incurred for new product development during 2008, 2007 and 2006 were $2.9 million, $2.4 million and $2.2 million.

Patents and Trademarks

We have a number of U.S. and non-U.S. patents of varying duration, and pending patent applications, registered trademarks, copyrights and trade names that are important to our products and product development efforts. The protection of our intellectual property is important to our business and we have a proactive program aimed at protecting our intellectual property and the results from our research and development.

Environmental Matters

We are subject to national, state and local environmental laws and regulations concerning, among other matters, air emissions, wastewater discharge, solid and hazardous waste disposal and employee health and safety. Prior to acquiring facilities, we usually conduct investigations to evaluate the environmental condition of subject properties and may negotiate contractual terms for allocation of environmental exposure arising from prior uses. We operate our facilities in a manner designed to maintain compliance with applicable environmental laws and regulations.

Environmental studies have been conducted of the Company’s owned and leased properties that indicate additional investigation and some remediation on certain properties may be necessary. The Company’s Portland, Oregon manufacturing facility is located adjacent to the Willamette River. The United States Environmental Protection Agency (EPA) has classified portions of the river bed, including the portion fronting Greenbrier’s facility, as a federal “National Priority List” or “Superfund” site due to sediment contamination (the Portland Harbor Site). Greenbrier and more than 80 other parties have received a “General Notice” of potential liability from the EPA relating to the Portland Harbor Site. The letter advised the Company that it may be liable for the costs of investigation and remediation (which liability may be joint and several with other potentially responsible parties) as well as for natural resource damages resulting from releases of hazardous substances at the site. At this time, ten private and public entities, including the Company, have signed an Administrative Order of Consent to perform a remedial investigation/feasibility study (RI/FS) of the Portland Harbor Site under EPA oversight, and several additional entities have not signed such consent, but are nevertheless contributing money to the effort. The study is expected to be completed in 2010. In May 2006, the EPA notified several additional entities, including other federal agencies that it is prepared to issue unilateral orders compelling additional participation in the remedial investigation. Some of those entities subsequently contributed funds to the RI/FS effort. In addition, the Company has entered into a Voluntary Clean-Up Agreement with the Oregon Department of Environmental Quality in which the Company agreed to conduct an investigation of whether, and to what extent, past or present operations at the Portland property may have released hazardous substances to the environment. The Company is also conducting groundwater remediation relating to a historical spill on the property which antedates its ownership.

The Greenbrier Companies 2008 Annual Report 9 

Because these environmental investigations are still underway, the Company is unable to determine the amount of ultimate liability relating to these matters. Based on the results of the pending investigations and future assessments of natural resources damages, Greenbrier may be required to incur costs associated with additional phases of investigation or remedial action, and may be liable for damages to natural resources. In addition, the Company may be required to perform periodic maintenance dredging in order to continue to launch vessels from its launch ways, on the Willamette River in Portland, Oregon, and the river’s classification as a Superfund site could result in some limitations on future dredging and launch activities. Any of these matters could adversely affect the Company’s business and results of operations, or the value of its Portland property.

Regulation

The Federal Railroad Administration in the United States and Transport Canada in Canada administer and enforce laws and regulations relating to railroad safety. These regulations govern equipment and safety appliance standards for freight cars and other rail equipment used in interstate commerce. The Association of American Railroads (AAR) promulgates a wide variety of rules and regulations governing the safety and design of equipment, relationships among railroads and other railcar owners with respect to railcars in interchange, and other matters. The AAR also certifies railcar builders and component manufacturers that provide equipment for use on North American railroads. These regulations require us to maintain our certifications with the AAR as a railcar builder and component manufacturer, and products sold and leased by us in North America must meet AAR, Transport Canada, and Federal Railroad Administration standards.

The primary regulatory and industry authorities involved in the regulation of the ocean-going barge industry are the U.S. Coast Guard, the U.S. National Transportation Safety Board, the U.S. Customs Service, the Maritime Administration of the U.S. Department of Transportation, and private industry organizations such as the American Bureau of Shipping. The Oil Pollution Act of 1990 (OPA 90) was enacted as a result of the Exxon Valdez oil spill. OPA 90 created a new legal regime to increase pollution prevention, ensure better spill response capability, increase liability of spills, and facilitate prompt compensation for cleanup and pollution damage. OPA 90 also established phase-out dates for existing single-hull tanker vessels and required all newly constructed tanker vessels to meet double-hull standards. Beginning in 2015, all tanker vessels trading in the U.S. must meet double-hull standards.

Harmonization of the European Union (EU) regulatory framework is an ongoing process. The regulatory environment in Europe consists of a combination of EU regulations and country specific regulations. In January 2007, the EU introduced a harmonized set of Technical Standards for Interoperability (TSI) of freight wagons throughout the EU. All freight wagons ordered after that date must be produced in accordance with the TSI standards.

Employees

As of August 31, 2008, we had 4,174 full-time employees, consisting of 2,185 employees in manufacturing, 1,835 in refurbishment & parts and 154 employees in leasing & services and corporate. At the manufacturing facility in Swidnica, Poland, 340 employees are represented by unions. At our refurbishment & parts locations, 272 employees are represented by unions. At our Frontera, Mexico joint venture manufacturing facility, 364 employees are represented by a union. In addition to our own employees, 433 union employees work at our Sahagun, Mexico railcar manufacturing facility under our services agreement with Bombardier Transportation. We believe that our relations with our employees are generally good.

Additional Information

We are a reporting company and file annual, quarterly, and special reports, proxy statements and other information with the Securities and Exchange Committee (SEC). You may read and copy these materials at the Public Reference Room maintained by the SEC at Room 1580, 100 F Street N.E., Washington, D.C. 20549. You may call the SEC at 1-800-SEC-0330 for more information on the operation of the public reference room. The SEC maintains an Internet site at http://www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. Copies of our annual, quarterly and special reports, Audit Committee Charter, Compensation Committee Charter, Nominating/Corporate Governance Committee Charter and the Company’s Corporate Governance Guidelines are available on our web site at http://www.gbrx.com or free of charge by contacting our Investor Relations Department at The Greenbrier Companies, Inc., One Centerpointe Drive, Suite 200, Lake Oswego, Oregon 97035.

10 The Greenbrier Companies 2008 Annual Report

Item 1a. RISK FACTORS

Risks Related to Our Business

Recent turmoil in the credit markets and the financial services industry could negatively impact the Company’s business, results of operations, financial condition or liquidity.

Recently, the credit markets and the financial services industry have been experiencing a period of unprecedented turmoil and upheaval characterized by the bankruptcy, failure, collapse or sale of various financial institutions, an unprecedented level of intervention from the United States federal government and other foreign governments and tighter availability of credit. While the ultimate outcome of these events cannot be predicted, they could have a negative impact on our liquidity and financial condition if our ability to borrow money to finance operations or obtain credit from trade creditors were to be impaired. In addition, the recent economic crisis could also adversely impact our customers’ ability to purchase or pay for products from us or our suppliers’ ability to provide us with product, either of which could negatively impact our business and results of operations.

Our level of indebtedness and terms of our indebtedness could adversely affect our business, financial condition and liquidity.

We have a high level of indebtedness, a portion of which has variable interest rates. Although we intend to refinance our debt upon maturity, there can be no assurance that we will be successful, or if refinanced, that it will be at favorable rates and terms. If we are unable to successfully refinance our debt, we could have inadequate liquidity to fund our ongoing cash needs. In addition, our high level of indebtedness and our financial covenants could limit our ability to borrow additional amounts of money for working capital, capital expenditures or other purposes. It could also limit our ability to use operating cash flow in other areas of our business because we must dedicate a substantial portion of these funds to service debt. The limitations of our financial covenants could restrict our ability to fund foreign operations, which in turn could limit their availability of cash for working capital needs and day to day operations. The high amount of debt increases our vulnerability to general adverse economic and industry conditions and could limit our ability to take advantage of business opportunities and to react to competitive pressures.

During economic downturns or a rising interest rate environment, the cyclical nature of our business results in lower demand for our products and reduced revenue.

The railcar business is cyclical. Overall economic conditions and the purchasing practices of railcar buyers have a significant effect upon our railcar manufacturing, refurbishment & parts and leasing & services businesses due to the impact on demand for new, refurbished, used and leased products. As a result, during downturns, we could operate with a lower level of backlog and may temporarily slow down or halt production at some or all of our facilities. Economic conditions that result in higher interest rates increase the cost of new leasing arrangements, which could cause some of our leasing customers to lease fewer of our railcars or demand shorter terms. An economic downturn or increase in interest rates may reduce demand for railcars, resulting in lower sales volumes, lower prices, lower lease utilization rates and decreased profits or losses.

A decline in performance of the rail freight industry would have an adverse effect on our financial condition and results of operations.

Our future success depends in part upon the performance of the rail freight industry. If railcar loadings do not meet expectations, railcar replacement rates do not meet expectations or industry demand for railcar products does not materialize due to price increases or other reasons, our financial condition and results of operations would be adversely affected.

The Greenbrier Companies 2008 Annual Report 11 

We compete in a highly competitive and concentrated industry which may adversely impact our financial results.

We face aggressive competition by a concentrated group of competitors in all geographic markets and each industry sector in which we operate. Some of these companies have significantly greater resources or may operate more efficiently than we do. The effect of this competition could reduce our revenues and margins, limit our ability to grow, increase pricing pressure on our products, and otherwise affect our financial results. In addition, because of the concentrated nature of our competitors, customers and suppliers, we face a heightened risk that further consolidation of our competitors, customers and suppliers could adversely affect our revenues, cost of revenues and profitability.

We derive a significant amount of our revenue from a limited number of customers, the loss of one or more of which could have an adverse effect on our business.

A significant portion of our revenue and backlog is generated from a few major customers such as Burlington Northern Santa Fe Railroad, GE Equipment Services, Union Pacific Railroad and Crowley Maritime. Although we have some long-term contractual relationships with our major customers, we cannot be assured that our customers will continue to use our products or services or that they will continue to do so at historical levels. A reduction in the purchase or leasing of our products or a termination of our services by one or more of our major customers could have an adverse effect on our business and operating results.

Fluctuations in the availability and price of steel and other raw materials could have an adverse effect on our ability to manufacture and sell our products on a cost-effective basis and could adversely affect our margins and revenue of our refurbishment and parts business.

A significant portion of our business depends upon the adequate supply of steel at competitive prices and a small number of suppliers provide a substantial amount of our requirements. The cost of steel and all other materials used in the production of our railcars represents over two-thirds of our direct manufacturing costs per railcar.

Our businesses depend upon the adequate supply of other materials, including castings and specialty components, at competitive prices. We cannot be assured that we will continue to have access to supplies of necessary components for manufacturing railcars. Our ability to meet demand for our products could be adversely affected by the loss of access to any of these supplies, the inability to arrange alternative access to any materials, or suppliers limiting allocation of materials to us.

If the price of steel or other raw materials were to fluctuate and we were unable to adjust our selling prices or have adequate protection in our contracts against changes in material prices or reduce operating costs to offset any price increases, our margins would be adversely affected. The loss of suppliers or their inability to meet our price, quality, quantity and delivery requirements could have an adverse effect on our ability to manufacture and sell our products on a cost-effective basis.

When the price of scrap steel decreases it adversely impacts our refurbishment and parts margin and revenue. Part of our refurbishment and parts business involves scrapping steel parts and the resulting revenue from such scrap steel increases our margins and revenues. When the price of scrap steel declines, our margins and revenues in such business therefore decrease.

12 The Greenbrier Companies 2008 Annual Report

Our backlog is not necessarily indicative of the level of our future revenues.

Our manufacturing backlog is future production for which we have written orders from our customers in various periods, and estimated potential revenue attributable to the backlog. Some of this backlog is subject to our fulfillment of certain competitive conditions. Our reported backlog may not be converted to revenue in any particular period and actual revenue from such contracts may not equal our backlog revenues. Therefore, our backlog is not necessarily indicative of the level of our future revenues.

The timing of our asset sales and related revenue recognition could cause significant differences in our quarterly results and liquidity.

We may build railcars in anticipation of a customer order, or that are leased to a customer and ultimately sold to a third-party. The difference in timing of production of the railcars and the sale of such railcars could cause a fluctuation in our quarterly results and liquidity. In addition, we periodically sell railcars from our own lease fleet and the timing and volume of such sales is difficult to predict. As a result, comparisons of our quarterly revenues, income and liquidity between quarterly periods within one year and between comparable periods in different years may not be meaningful and should not be relied upon as indicators of our future performance.

A change in our product mix, a failure to design or manufacture products or technologies or achieve certification or market acceptance of new products or technologies or introduction of products by our competitors could have an adverse effect on our profitability and competitive position.

We manufacture and repair a variety of railcars. The demand for specific types of these railcars and mix of refurbishment work varies from time to time. These shifts in demand could affect our margins and could have an adverse effect on our profitability.

We continue to introduce new railcar products and technologies and periodically accept orders prior to receipt of railcar certification or proof of ability to manufacture a quality product that meets customer standards. We could be unable to successfully design or manufacture these new railcar products and technologies. Our inability to develop and manufacture such new products and technologies in a timely and profitable manner, to obtain certification, and achieve market acceptance or the existence of quality problems in our new products would have a material adverse effect on our revenue and results of operations and subject us to penalties, cancellation of orders and/or other damages. A new tank car line is scheduled to begin delivering cars in the first quarter of 2009. We have not previously designed, certified or manufactured tank cars for the North American market.

In addition, new technologies, changes in product mix or the introduction of new railcars and product offerings by our competitors could render our products obsolete or less competitive. As a result, our ability to compete effectively could be harmed.

We could be unable to remarket leased railcars on favorable terms upon lease termination or realize the expected residual values, which could reduce our revenue and decrease our overall return.

We re-lease or sell railcars we own upon the expiration of existing lease terms. The total rental payments we receive under our operating leases do not fully amortize the acquisition costs of the leased equipment, which exposes us to risks associated with remarketing the railcars. Our ability to remarket leased railcars profitably is dependent upon several factors, including, but not limited to, market and industry conditions, cost of and demand for newer models, costs associated with the refurbishment of the railcars and interest rates. Our inability to re-lease or sell leased railcars on favorable terms could result in reduced revenues, margins and decrease our overall returns.

The Greenbrier Companies 2008 Annual Report 13 

Our manufacturer’s warranties could expose us to potentially significant claims.

We offer our customers limited warranties for many of our products. Accordingly, we may be subject to significant warranty claims in the future, such as multiple claims based on one defect repeated throughout our production process or claims for which the cost of repairing the defective part is highly disproportionate to the original cost of the part. These types of warranty claims could result in costly product recalls, customers seeking monetary damages, significant repair costs and damage to our reputation.

If warranty claims attributable to actions of third party component manufacturers are not recoverable from such parties due to their poor financial condition or other reasons, we could be liable for warranty claims and other risks for using these materials on our railcars.

A reduction in negotiated or arbitrated car hire rates could reduce future car hire revenue.

A significant portion of our leasing & services revenue is derived from “car hire,” which is a fee that a railroad pays for the use of railcars owned by other railroads or third parties. Until 1992, the Interstate Commerce Commission directly regulated car hire rates by prescribing a formula for calculating these rates. The system of government prescribed rates has been superseded by a system known as deprescription, whereby railcar owners and users have the right to negotiate car hire rates. If the railcar owner and railcar user cannot come to an agreement on a car hire rate, then either party has the right to call for arbitration, in which either the owner’s or user’s rate is selected by the arbitrator to be effective for a one-year period. Substantially all railcars in our fleet are subject to deprescription. There is a risk that car hire rates could be negotiated or arbitrated to lower levels in the future. A reduction in car hire rates could reduce future car hire revenue and adversely affect our financial results.

Risks related to our operations outside of the United States could adversely impact our operating results.

Our operations outside of the United States are subject to the risks associated with cross-border business transactions and activities. Political, legal, trade or economic changes or instability could limit or curtail our foreign business activities and operations. Some foreign countries in which we operate have regulatory authorities that regulate railroad safety, railcar design and railcar component part design, performance and manufacturing. If we fail to obtain and maintain certifications of our railcars and railcar parts within the various foreign countries where we operate, we may be unable to market and sell our railcars in those countries. In addition, unexpected changes in regulatory requirements, tariffs and other trade barriers, more stringent rules relating to labor or the environment, adverse tax consequences and price exchange controls could limit operations and make the manufacture and distribution of our products difficult. The uncertainty of the legal environment or geo-political risks in these and other areas could limit our ability to enforce our rights effectively. Any international expansion or acquisition that we undertake could amplify these risks related to operating outside of the United States.

Some of our employees belong to labor unions and strikes or work stoppages could adversely affect our operations.

We are a party to collective bargaining agreements with various labor unions at some of our operations. Disputes with regard to the terms of these agreements or our potential inability to negotiate acceptable contracts with these unions in the future could result in, among other things, strikes, work stoppages or other slowdowns by the affected workers. We cannot be assured that our relations with our workforce will remain positive or that union organizers will not be successful in future attempts to organize at some of our other facilities. If our workers were to engage in a strike, work stoppage or other slowdown, or other employees were to become unionized or the terms and conditions in future labor agreements were renegotiated, we could experience a significant disruption of our operations and higher ongoing labor costs. In addition, we could face higher labor costs in the future as a result of severance or other charges associated with lay-offs, shutdowns or reductions in the size and scope of our operations.

14 The Greenbrier Companies 2008 Annual Report

Fluctuations in foreign currency exchange rates could lead to increased costs and lower profitability.

Outside of the United States, we operate in Mexico, Germany and Poland, and our non-U.S. businesses conduct their operations in local currencies and other regional currencies. We also source materials worldwide. Fluctuations in exchange rates may affect demand for our products in foreign markets or our cost competitiveness and may adversely affect our profitability. Although we attempt to mitigate a portion of our exposure to changes in currency rates through currency rate hedge contracts and other activities, these efforts cannot fully eliminate the risks associated with the foreign currencies. In addition, some of our borrowings are in foreign currency, giving rise to risk from fluctuations in exchange rates. A material or adverse change in exchange rates could result in significant deterioration of profits or in losses for us.

We have potential exposure to environmental liabilities, which could increase costs or have an adverse effect on results of operations.

We are subject to extensive national, state, provincial and local environmental laws and regulations concerning, among other things, air emissions, water discharge, solid waste and hazardous substances handling and disposal and employee health and safety. These laws and regulations are complex and frequently change. We could incur unexpected costs, penalties and other civil and criminal liability if we fail to comply with environmental laws. We also could incur costs or liabilities related to off-site waste disposal or remediating soil or groundwater contamination at our properties. In addition, future environmental laws and regulations may require significant capital expenditures or changes to our operations.

Our Portland facility is located adjacent to a portion of the Willamette River that has been designated as a federal “National Priority List” or “Superfund” site due to sediment contamination. We, and more than 80 other parties, have received a “General Notice” of potential liability related to the Portland facility. The letter advised that we may be liable for the cost of investigation and remediation (which liability may be joint and several with other potential responsible parties) as well as natural resource damages resulting from the release of hazardous substances to the site. More than 280 parties have received letters from the EPA requesting information that could lead to additional General Notice letters. In addition, we have entered into a Voluntary Clean-Up Agreement with the Oregon Department of Environmental Quality in which we agreed to conduct an investigation of whether, and to what extent, past or present operations at our Portland property may have released hazardous substances to the environment. Under this oversight, we also are conducting groundwater remediation relating to a historical spill on our property which occurred prior to our ownership. As a result of the above described matters, we have incurred, and expect to incur in the future, costs associated with an EPA-mandated remedial investigation and the State of Oregon’s mandate to control groundwater discharges. Because this work is still underway, we are unable to determine the amount of our ultimate liability relating to these matters. In addition, we could be required to perform periodic maintenance dredging in order to continue to launch vessels from our launch ways on the river, and the river’s classification as a Superfund site could result in some limitations on future dredging and launch activities. The outcome of these matters could have an adverse effect upon our business, results of operations and on our ability to realize value from a potential sale of the land.

We could be liable for physical damage or product liability claims that exceed our insurance coverage.

The nature of our business subjects us to physical damage and product liability claims, especially in connection with the repair and manufacture of products that carry hazardous or volatile materials. We maintain reserves and liability insurance coverage at commercially reasonable levels compared to similarly-sized heavy equipment manufacturers. However, an unusually large physical damage or product liability claim or a series of claims based on a failure repeated throughout our production process could exceed our insurance coverage or result in damage to our reputation.

The Greenbrier Companies 2008 Annual Report 15 

Shortages of skilled labor could adversely impact our operations.

We depend on skilled labor in the manufacture, repair and refurbishment of railcars. Some of our facilities are located in areas where demand for skilled laborers often exceeds supply. Shortages of some types of skilled laborers such as welders could restrict our ability to maintain or increase production rates and could increase our labor costs.

We depend on a third party to provide most of the labor services for our operations in Sahagun, Mexico and if such third party fails to provide the labor, it could adversely effect our operations.

In Sahagun, Mexico, we depend on a third party to provide us with most of the labor services for our operations under a services agreement. This agreement has a term of three years expiring on November 30, 2011, with one three-year option to renew. All of the labor provided by the third party is subject to collective bargaining agreements, over which we have no control. If the third party fails to provide us with the services required by our agreement for any reason, including labor stoppages or strikes or a sale of facilities owned by the third party, our operations could be adversely effected. In addition, we do not have significant experience in hiring labor in Mexico and, if required to provide our own labor, could face significantly higher labor costs, which also could have an adverse effect on our operations.

We could experience interruption of our manufacturing operations in Mexico which would adversely affect our results of operations.

In Sahagun, Mexico, we lease our manufacturing facility from a third party. The lease agreement has a term of three years expiring on December 1, 2011, with one three-year option to renew. We could incur substantial expense and interruption of our manufacturing production if we were to relocate to a different location. In addition, there can be no assurance that we would be able to find a suitable alternative location or enter into a lease for a new location on favorable terms.

Our relationships with our joint venture and alliance partners could be unsuccessful, which could adversely affect our business.

In recent years, we have entered into several joint venture agreements and other alliances with other companies to increase our sourcing alternatives, reduce costs, and to produce new railcars for the North American marketplace. We may seek to expand our relationships or enter into new agreements with other companies. If our joint venture alliance partners are unable to fulfill their contractual obligations or if these relationships are otherwise not successful in the future, our manufacturing costs could increase, we could encounter production disruptions, growth opportunities could fail to materialize, or we could be required to fund such joint venture alliances in amounts significantly greater than initially anticipated, any of which could adversely affect our business.

We could have difficulty integrating the operations of any companies that we acquire, which could adversely affect our results of operations.

The success of our acquisition strategy depends upon our ability to successfully complete acquisitions and integrate any businesses that we acquire into our existing business. The integration of acquired business operations could disrupt our business by causing unforeseen operating difficulties, diverting management’s attention from day-to-day operations and requiring significant financial resources that would otherwise be used for the ongoing development of our business. The difficulties of integration could be increased by the necessity of coordinating geographically dispersed organizations, integrating personnel with disparate business backgrounds and combining different corporate cultures. In addition, we could be unable to retain key employees or customers of the combined businesses. We could face integration issues pertaining to the internal controls and operational functions of the acquired companies and we also could fail to realize cost efficiencies or synergies that we anticipated when selecting our acquisition candidates. Any of these items could adversely affect our results of operations.

16 The Greenbrier Companies 2008 Annual Report

If we are not successful in succession planning for our senior management team our business could be adversely impacted.

Several key members of our senior management team are at or nearing retirement age. If we are unsuccessful in our succession planning efforts, the continuity of our business and results of operations could be adversely impacted.

We could be unable to procure adequate insurance on a cost-effective basis in the future.

The ability to insure our businesses, facilities and rail assets is an important aspect of our ability to manage risk. As there are only limited providers of this insurance to the railcar industry, there is no guarantee that such insurance will be available on a cost-effective basis in the future. In addition, due to recent extraordinary economic events that have significantly weakened many major insurance underwriters, we can not assure that our insurance carriers will be able to pay current or future claims.

An adverse outcome in any pending or future litigation could negatively impact our business and results of operations.

We are a defendant in several pending cases in various jurisdictions. If we are unsuccessful in resolving these claims, our business and results of operations could be adversely affected. In addition, future claims that may arise relating to any pending or new matters could distract management’s attention from business operations and increase our legal and defense costs, which could also negatively impact our business and results of operations.

Any failure by us to comply with regulations imposed by federal and foreign agencies could negatively affect our financial results.

Our manufacturing operations are subject to extensive regulation by governmental, regulatory and industry authorities and by federal and foreign agencies. These organizations establish rules and regulations for the railcar industry, including construction specifications and standards for the design and manufacture of railcars; mechanical, maintenance and related standards; and railroad safety. New regulatory rulings and regulations from these entities could impact our financial results and the economic value of our assets. In addition, if we fail to comply with the requirements and regulations of these entities, we could face sanctions and penalties that could negatively affect our financial results.

Our financial performance and market value could cause future write-downs of goodwill in future periods.

With the adoption of Statement of Accounting Standards (SFAS) No. 142, Accounting for Goodwill and Other Intangibles, goodwill is no longer amortized; however, we are required to perform an annual impairment review which could result in impairment write-downs to goodwill. If the carrying value is in excess of the fair value, the carrying value will be adjusted to fair value through an impairment charge. As of August 31, 2008, we had $200.1 million of goodwill. Our stock price can impact the results of the impairment review of goodwill. The recent drop in our stock price could cause us to record an impairment of goodwill when we perform the annual review for 2009.

Our implementation of new enterprise resource planning (ERP) systems could result in problems that could negatively impact our business.

We are in the process of the design and implementation of ERP and related systems that support substantially all of our operating and financial functions. We could experience problems in connection with such implementations, including compatibility issues, training requirements, higher than expected implementation costs and other integration challenges and delays. A significant implementation problem, if encountered, could negatively impact our business by disrupting our operations. Additionally, a significant problem with the implementation, integration with other systems or ongoing management of ERP and related systems could have an adverse effect on

The Greenbrier Companies 2008 Annual Report 17 

our ability to generate and interpret accurate management and financial reports and other information on a timely basis, which could have a material adverse effect on our financial reporting system and internal controls and adversely affect our ability to manage our business.

Our governing documents contain some provisions that could prevent or make more difficult an attempt to acquire us.

Our Articles of Incorporation and Bylaws, as currently in effect, contain some provisions that could be deemed to have anti-takeover effects, including:

•   a classified board of directors, with each class containing as nearly as possible one-third of the total number of members of the board of directors and the members of each class serving for staggered three-year terms;

•   a vote of at least 55% of our voting securities to amend some provisions of our Articles of Incorporation;

•   no less than 120 days’ advance notice with respect to nominations of directors or other matters to be voted on by shareholders other than by or at the direction of the board of directors;

•   removal of directors only with cause; and

•   the calling of special meetings of stockholders only by the president, a majority of the board of directors or the holders of not less than 25% of all votes entitled to be cast on the matters to be considered at such meeting.

We also maintain a stockholder rights plan pursuant to which each stockholder has received a dividend distribution of one preferred stock purchase right per share of common stock owned. The stockholder rights plan and the other provisions discussed above could have anti-takeover effects because they may delay, defer or prevent an unsolicited acquisition proposal that some, or a majority, of our stockholders might believe to be in their best interests or in which stockholders might receive a premium for their common stock over the then-prevailing market price.

The Oregon Control Share Act and business combination law could limit parties who acquire a significant amount of voting shares from exercising control over us for specific periods of time. These acts could lengthen the period for a proxy contest or for a shareholder to vote their shares to elect the majority of our Board and change management.

Item 1b. UNRESOLVED STAFF COMMENTS

None.

18 The Greenbrier Companies 2008 Annual Report

Item 2.    PROPERTIES

We operate at the following primary facilities as of August 31, 2008:

Description	Location	Status
Manufacturing Segment
Railcar manufacturing:	Portland, Oregon Sahagun, Mexico Frontera, Mexico Swidnica, Poland	Owned Leased Leased Owned
Marine manufacturing:	Portland, Oregon	Owned
Refurbishment & Parts Segment
Railcar repair:	19 locations in the United States and 2 locations in Mexico	Leased — 15 locations Owned — 6 locations
Wheel reconditioning:	10 locations in the United States and 2 locations in Mexico	Leased — 8 locations Owned — 4 locations
Parts fabrication and reconditioning:	6 locations in the United States	Leased — 3 locations Owned — 3 locations
Administrative offices	2 locations in the United States	Leased
Leasing & Services Segment
Corporate offices, railcar marketing and leasing activities	Lake Oswego, Oregon	Leased

We believe that our facilities are in good condition and that the facilities, together with anticipated capital improvements and additions, are adequate to meet our operating needs for the foreseeable future. We continually evaluate the need for expansion and upgrading of our railcar manufacturing and refurbishment facilities in order to remain competitive and to take advantage of market opportunities.

Item 3.    LEGAL PROCEEDINGS

From time to time, Greenbrier is involved as a defendant in litigation in the ordinary course of business, the outcome of which cannot be predicted with certainty. The most significant litigation is as follows:

On April 20, 2004, BC Rail Partnership initiated litigation against the Company and TrentonWorks in the Supreme Court of Nova Scotia, alleging breach of contract and negligent manufacture and design of railcars which were involved in a 1999 derailment. No trial date has been set.

Greenbrier and a customer, SEB Finans AB (SEB), have raised performance concerns related to a component that the Company installed on 372 railcar units with an aggregate sales value of approximately $20.0 million produced under a contract with SEB. On December 9, 2005, SEB filed a Statement of Claim in an arbitration proceeding in Stockholm, Sweden, against Greenbrier alleging that the cars were defective and could not be used for their intended purpose. A settlement agreement was entered into effective February 28, 2007 pursuant to which the railcar units previously delivered were to be repaired and the remaining units completed and delivered to SEB. Greenbrier is proceeding with repairs of the railcars in accordance with terms of the settlement agreement. Current estimates of potential costs of such repairs do not exceed amounts accrued in warranty.

When the Company acquired the assets of the Freight Wagon Division of DaimlerChrysler in January 2000, it acquired a contract to build 201 freight cars for Okombi, a European freight car leasing company. Subsequently, Okombi made breach of warranty and late delivery claims against the Company which grew out of design and certification problems. All of these issues were settled as of March 2004. Recently, new allegations have been made, the most serious of which involve cracks to the structure of the cars. Okombi has been required to remove all 201 freight cars from service, and a formal claim has been made against the Company. Legal and commercial

The Greenbrier Companies 2008 Annual Report 19 

evaluations are on-going to determine what obligations the Company might have, if any, to remedy the alleged defects.

Management intends to vigorously defend its position in each of the open foregoing cases and believes that any ultimate liability resulting from the above litigation will not materially affect the Company’s Consolidated Financial Statements.

The Company is involved as a defendant in other litigation initiated in the ordinary course of business. While the ultimate outcome of such legal proceedings cannot be determined at this time, management believes that the resolution of these actions will not have a material adverse effect on the Company’s Consolidated Financial Statements.

Item 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

PART II

Item 5.     MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock has been traded on the New York Stock Exchange under the symbol GBX since July 14, 1994. There were approximately 415 holders of record of common stock as of October 30, 2008. The following table shows the reported high and low sales prices of our common stock on the New York Stock Exchange for the fiscal periods indicated.

	High		Low
2008
Fourth quarter	$	26.30	$	17.28
Third quarter	$	28.88	$	21.97
Second quarter	$	29.52	$	16.03
First quarter	$	30.65	$	21.17
2007
Fourth quarter	$	38.99	$	26.25
Third quarter	$	32.15	$	21.44
Second quarter	$	37.75	$	26.20
First quarter	$	41.21	$	26.05

Quarterly dividends of $.08 per share have been declared since the fourth quarter of 2005. Quarterly dividends of $.06 per share were declared from the fourth quarter of 2004 through the third quarter of 2005. There is no assurance as to the payment of future dividends as they are dependent upon future earnings, capital requirements and our financial condition.

20 The Greenbrier Companies 2008 Annual Report

Performance Graph

The following graph demonstrates a comparison of cumulative total returns for the Company’s Common Stock, the Dow Jones US Industrial Transportation Index and the Standard & Poors (S&P) 500 Index. The graph assumes an investment of $100 on August 31, 2003 in each of the Company’s Common Stock and the stocks comprising the indices. Each of the indices assumes that all dividends were reinvested and that the investment was maintained to and including August 31, 2008, the end of the Company’s 2008 year.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among The Greenbrier Companies, Inc., The S&P 500 Index
And The Dow Jones US Industrial Transportation Index

* $100 invested on 8/31/03 in stock & index-including reinvestment of dividends. Fiscal year ending August 31.

Copyright^© 2008 S&P, a division of The McGraw-Hill Companies Inc. All rights reserved.

Copyright^© 2008 Dow Jones & Co. All rights reserved.

The Greenbrier Companies 2008 Annual Report 21 

Item 6.     SELECTED FINANCIAL DATA

YEARS ENDED AUGUST 31,
(In thousands, except per share data)	2008			2007			2006			2005		2004
Statement of Operations Data
Revenue:
Manufacturing	$	665,093		$	738,424		$	748,818		$	844,496	$	576,638
Refurbishment & parts		527,466			381,670			102,471			96,665		76,596
Leasing & services		97,520			103,734			102,534			83,061		76,217
	$	1,290,079		$	1,223,828		$	953,823		$	1,024,222	$	729,451
Earnings from continuing operations	$	19,542		$	22,010		$	39,536		$	29,822	$	20,039
Earnings from discontinued operations		–			–			62	(2)		–		739
Net earnings	$	19,542	(1)	$	22,010	(1)	$	39,598		$	29,822	$	20,778
Basic earnings per common share:
Continuing operations	$	1.19		$	1.37		$	2.51		$	1.99	$	1.38
Net earnings	$	1.19		$	1.37		$	2.51		$	1.99	$	1.43
Diluted earnings per common share:
Continuing operations	$	1.19		$	1.37		$	2.48		$	1.92	$	1.32
Net earnings	$	1.19		$	1.37		$	2.48		$	1.92	$	1.37
Weighted average common shares outstanding:
Basic		16,395			16,056			15,751			15,000		14,569
Diluted		16,417			16,094			15,937			15,560		15,199
Cash dividends paid per share	$	.32		$	.32		$	.32		$	.26	$	.06
Balance Sheet Data
Total assets	$	1,256,960		$	1,072,749		$	877,314		$	671,207	$	508,753
Revolving notes and notes payable	$	601,816		$	500,483		$	384,743		$	227,088	$	106,460
Stockholders’ equity	$	260,527		$	243,590		$	219,281		$	176,059	$	139,289
Other Operating Data
New railcar units delivered		7,300			8,600			11,400			13,200		10,800
New railcar units backlog		16,200			12,100			14,700			9,600		13,100
Lease fleet:
Units managed		137,697			136,558			135,320			128,645		122,676
Units owned		8,631			8,663			9,311			9,958		10,683
Cash Flow Data
Capital expenditures:
Manufacturing	$	24,113		$	20,361		$	15,121		$	11,759	$	5,804
Refurbishment & parts		7,651			5,009			2,906			4,559		1,357
Leasing & services		45,880			111,924			122,542			52,805		35,798
	$	77,644		$	137,294		$	140,569		$	69,123	$	42,959
Proceeds from sale of equipment	$	14,598		$	119,695		$	28,863		$	32,528	$	16,217
Depreciation and amortization:
Manufacturing	$	11,267		$	10,762		$	10,258		$	10,003	$	7,347
Refurbishment & parts		10,338			9,042			2,360			2,202		2,052
Leasing & services		13,481			13,022			12,635			10,734		11,441
	$	35,086		$	32,826		$	25,253		$	22,939	$	20,840
Ratio of earnings to fixed charges(3)		1.65			1.74			2.83			3.55		2.84

(1)	2008 includes special charges of $2.3 million related to the closure of our Canadian subsidiary. 2007 includes special charges of $21.9 million related to the impairment and closure of our Canadian subsidiary. In addition, an $8.2 million tax benefit related to the write-off of our investment in our Canadian subsidiary for tax purposes was recorded in 2007.
(2)	Consists of a reduction in loss contingency associated with the settlement of litigation relating to the logistics business that was discontinued in 1998.
(3)	The ratio of earnings to fixed charges is computed by dividing earnings before fixed charges by fixed charges. Earnings before fixed charges consist of earnings before income tax, minority interest and equity in unconsolidated subsidiaries, plus fixed charges. Fixed charges consist of interest expense, amortization of debt issuance costs and the portion of rental expense that we believe is representative of the interest component of lease expense.

22 The Greenbrier Companies 2008 Annual Report

Item 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Executive Summary

We currently operate in three primary business segments: manufacturing, refurbishment & parts and leasing & services. These three business segments are operationally integrated. The manufacturing segment, operating from four facilities in the United States (U.S.), Mexico and Poland, produces double-stack intermodal railcars, conventional railcars, tank cars and marine vessels. The refurbishment & parts segment performs railcar repair, refurbishment and maintenance activities in the United States and Mexico as well as wheel, axle and bearing servicing, and production and reconditioning of a variety of parts for the railroad industry. The leasing & services segment owns approximately 9,000 railcars and provides management services for approximately 137,000 railcars for railroads, shippers, carriers, and other leasing and transportation companies in North America. Segment performance is evaluated based on margins. We also produce rail castings through an unconsolidated joint venture.

Our manufacturing backlog of railcars for sale and lease as of August 31, 2008 was approximately 16,200 units with an estimated value of $1.44 billion. This compares to 12,100 units valued at $830.0 million as of August 31, 2007. Based on current production plans, approximately 3,900 units in backlog are scheduled for delivery in fiscal year 2009. The current backlog includes approximately 8,500 units that are subject to our fulfillment of certain competitive conditions. A portion of the orders included in backlog includes an assumed product mix. Under terms of the order, the exact mix will be determined in the future which may impact the dollar amount of backlog. In addition, a substantial portion of our backlog consists of orders for tank cars which are a new product type for us in North America. Marine backlog was approximately $145.0 million as of August 31, 2008, of which approximately $75.0 million is scheduled for delivery in fiscal year 2009 and the balance through 2012. Subsequent to year end, additional orders were received increasing backlog to approximately $200.0 million.

Prices for steel, a primary component of railcars and barges, have risen significantly and remain volatile. In addition the price of certain railcar components, which are a product of steel, are adversely affected by steel price increases. During fiscal year 2008, both steel and railcar component suppliers are imposing surcharges, which have also risen significantly and remain volatile. Subsequent to year end, prices for steel, railcar components and scrap steel have declined but remain volatile. New railcar and marine backlog generally either includes: 1) fixed price contracts which anticipate material price increases and surcharges, or 2) contracts that contain actual pass through of material price increases and surcharges. On certain fixed price railcar contracts actual price increases and surcharges have caused the total price of the railcar to exceed the amounts originally anticipated, and in some cases, the actual contractual sale price of the railcar. When the anticipated loss on production of railcars in backlog is both probable and estimable, we accrue a loss contingency. A loss contingency reserve of $9.2 million was accrued during fiscal year 2008, of which $7.9 million was remaining in the reserve as of August 31, 2008. We are aggressively working to mitigate these exposures. The Company’s integrated business model has helped offset some of the effects of rising steel scrap prices, as a portion of our other business segments benefit from rising steel scrap prices through enhanced margins.

We are aggressively seeking to reduce our selling and administrative and overhead costs, including reductions in headcount. As a result, during the year $2.0 million was expensed for severance at several locations, and we continue to pursue additional cost savings. Our cost reduction efforts have been offset somewhat by costs associated with integration of acquisitions and other strategic initiatives.

On April 4, 2008 the Company purchased substantially all of the operating assets of Roller Bearing Industries, Inc. (RBI) for $7.8 million. RBI operates a railcar bearings reconditioning business from its facility in Elizabethtown, Kentucky. Reconditioned bearings are used in the refurbishment of railcar wheelsets. The financial results since the acquisition are reported in the Company’s Consolidated Financial Statements as part of the refurbishment & parts segment.

The Greenbrier Companies 2008 Annual Report 23 

On March 28, 2008 the Company acquired substantially all of the operating assets of American Allied Railway Equipment Company and its affiliates (AARE) for $83.3 million in cash, plus or minus working capital adjustments. The purchase price was paid from existing cash balances and credit facilities. We acquired two wheel facilities in Washington, Illinois and Macon, Georgia which supply new and reconditioned wheelsets to freight car maintenance locations and to new railcar manufacturing facilities. We also acquired AARE’s parts reconditioning business in Peoria, Illinois, where we recondition railcar yokes, couplers, side frames and bolsters. The financial results since the acquisition are reported in the Company’s Condensed Consolidated Financial Statements as part of the refurbishment & parts segment.

On March 13, 2008, our Canadian railcar manufacturing facility, TrentonWorks Ltd. (TrentonWorks) filed for bankruptcy with The Office of the Superintendent of Bankruptcy Canada whereby the assets of TrentonWorks are being administered and liquidated by an appointed trustee. Beginning on March 13, 2008 the results of TrentonWorks were de-consolidated. The Company has not guaranteed any obligations of TrentonWorks and does not believe it will be liable for any of TrentonWorks’ liabilities.

Results of Operations

Overview

Total revenue was $1.3 billion, $1.2 billion and $953.8 million for the years ended August 31, 2008, 2007 and 2006. Net earnings for 2008, 2007 and 2006 were $19.5 million or $1.19 per diluted common share, $22.0 million or $1.37 per diluted common share and $39.6 million or $2.48 per diluted common share.

Manufacturing Segment

Manufacturing revenue includes new railcar and marine production. New railcar delivery and backlog information disclosed herein includes all facilities.

Manufacturing revenue was $665.1 million, $738.4 million and $748.8 million for the years 2008, 2007 and 2006. Railcar deliveries, which are the primary source of manufacturing revenue, were approximately 7,300 units in 2008 compared to 8,600 units in 2007 and 11,400 units in 2006. Manufacturing revenue decreased $73.3 million, or 10.0%, from 2007 to 2008 due to lower railcar deliveries primarily due to the current economic slowdown of the North American market. Manufacturing revenue decreased $10.4 million, or 1.4%, from 2006 to 2007 due to lower railcar deliveries offset somewhat by a change in product mix to railcar types with higher per unit sales prices.

Manufacturing margin as a percentage of revenue was 1.7% in 2008 compared to 7.8% in 2007. The decrease was primarily due to rising steel prices and surcharges, loss contingencies of $7.9 million accrued on certain future production, $0.5 million of severance, lower production levels and start up costs and production inefficiencies at our Mexican joint venture facility, partially offset by relief of certain contractual obligations. Manufacturing margin as a percentage of revenue was 7.8% in 2007 compared to 11.0% in 2006. The decrease was primarily due to a less favorable product mix, $5.9 million in negative margins on our Canadian facility in 2007, start-up costs on our new railcar manufacturing joint venture in Mexico and production difficulties and inefficiencies realized on certain conventional railcar types.

Refurbishment & Parts Segment

Refurbishment & parts revenue was $527.5 million, $381.7 million and $102.5 million for the years 2008, 2007 and 2006. The $145.8 million increase in revenue from 2007 to 2008 was primarily due to a full year of revenue from the Meridian Rail acquisition which was completed in November 2006, $51.6 million of additional revenue related to AARE and RBI acquisitions, strong wheelset volumes and higher scrap steel prices. The $279.2 million increase in revenue from 2006 to 2007 was primarily due to acquisition related growth of approximately $249.2 million, increased volume of refurbishment and retrofitting work at repair and refurbishment facilities and favorable scrap pricing.

Refurbishment & parts margin as a percentage of revenue was 19.2%, 16.8% and 14.4% for 2008, 2007 and 2006. Higher margins in 2008 are a result of the growth of our wheel business, which includes a full year of Meridian Rail

24 The Greenbrier Companies 2008 Annual Report

and the current year acquisitions of AARE and RBI, higher margin wheel reconditioning work and the positive impact of higher scrap steel prices. This was partially offset by lower volumes of program work at the repair facilities. The acquisition of Meridian in 2007 resulted in a greater mix of wheel reconditioning work which combined with increases in volume of railcar maintenance and refurbishment programs, retrofitting work and high scrap prices resulted in the margin increase as compared to 2006.

Leasing & Services Segment

Leasing & services revenue was $97.5 million, $103.7 million and $102.5 million for the years 2008, 2007 and 2006. The $6.2 million decrease in revenue was primarily a result of a $5.4 million decrease in gains on sale of assets from the lease fleet; lower interim rents on assets held for sale and decreased interest income from lower cash balances. The decline was partially offset by higher car hire revenue from additions to the lease fleet and increased maintenance revenue. The $1.2 million increase in revenue from 2006 to 2007 was primarily the result of a $2.5 million increase in gains on sale of assets from the lease fleet partially offset by a $1.4 million decrease in interest income resulting from lower cash balances.

During 2008, we realized $8.0 million in pre-tax earnings on the disposition of leased equipment compared to $13.4 million in 2007 and $10.9 million in 2006. Assets from our lease fleet are periodically sold in the normal course of business in order to take advantage of market conditions, manage risk and maintain liquidity.

Leasing & services margin as a percentage of revenue was 51.0% in 2008 compared to 55.8% in 2007 and 59.0% in 2006. The decrease from 2007 to 2008 was primarily a result of declines in gains on disposition of assets from the lease fleet, interest income and interim rents on assets held for sale, all of which have no associated cost of revenue. The decrease from 2006 to 2007 was primarily a result of declines in interim rent and interest income, decreased utilization on car hire leases, increases in transportation and storage costs on assets held for sale and higher maintenance costs of the railcar fleet, partially offset by gains on dispositions from the lease fleet.

Other costs

Selling and administrative expense was $85.1 million, $83.4 million and $70.9 million in 2008, 2007 and 2006. The $1.7 million increase from 2007 to 2008 is primarily due to increased employee costs including severance of $1.5 million related to reductions in work force, integration costs of recent acquisitions and costs associated with our Mexican joint venture facility that commenced production in May 2007, partially offset by the closure of our Canadian facility. The $12.5 million increase from 2006 to 2007 is primarily due to $5.0 million associated with operations of businesses acquired in 2007, $2.3 million in overhead costs associated with our Canadian manufacturing facility that was permanently closed during May 2007, professional services and consulting fees for strategic initiatives and integration of acquired companies, costs associated with improvements to our technology infrastructure and increases in compensation expense related to restricted stock grants.

Interest and foreign exchange expense was $40.8 million, $39.9 million and $25.4 million in 2008, 2007 and 2006. Interest and foreign exchange expense increased $0.9 million from 2007 to 2008 mainly due to foreign exchange fluctuations. Interest expense decreased $0.1 million. Foreign exchange loss increased $1.0 million from a $1.2 million loss in 2007 to $2.2 million loss in 2008. Interest and foreign exchange expense increased $14.5 million from 2006 to 2007 due to higher debt levels and foreign exchange fluctuations. Foreign exchange losses of $1.2 million were recognized in 2007 compared to foreign exchange gains of $1.6 million in 2006. In addition, 2007 results include a $1.2 million write-off of loan origination costs on our prior revolving credit facility.

In April 2007, the Company’s board of directors approved the permanent closure of the Company’s Canadian railcar manufacturing facility, TrentonWorks. As a result of the facility closure decision, special charges of $2.3 million were recorded during 2008 consisting of severance costs and professional and other fees.

Special charges of $21.9 million were recorded during 2007 associated with the impairment and subsequent closure of TrentonWorks. These changes consist of $14.2 million of impairment of property, plant and equipment, $2.1 million of inventory impairment, $1.1 million impairment of goodwill and other, $3.9 million of severance costs and $0.6 million of professional and other fees.

The Greenbrier Companies 2008 Annual Report 25 

Income Tax

Our effective tax rate was 54.5%, 39.9% and 35.5% for the years ended August 31, 2008, 2007 and 2006. Tax expense for 2008 included a $3.9 million charge associated with deferred tax assets and operating losses without tax benefit incurred by our Canadian subsidiary during its closure process. 2008 included a $1.3 million increase in valuation allowances related to net operating losses generated in Poland and Mexico. In addition, a $1.9 million tax benefit resulted from reversing income tax reserves associated with certain tax positions taken in prior years. Tax expense for 2007 included an $8.2 million tax benefit associated with the write-off of our investment in our Canadian subsidiary for tax purposes and no tax benefit associated with special charges related to the Canadian plant closure costs and losses incurred by the Canadian facility. 2007 also included tax benefits of approximately $1.0 million for Mexican asset based tax credits and amended state income tax provisions. Tax expense for 2006 included $2.2 million associated with a settlement with the IRS in conjunction with completion of an audit of our tax returns for the years 1999-2002. In addition, 2006 included a $3.7 million tax benefit for a reduction in a valuation allowance related to a deferred tax asset for net operating loss carryforwards at our Mexican subsidiary. This allowance was reversed based on financial projections that indicated we will more likely than not be able to fully utilize the net operating loss carryforwards.

The fluctuations in the effective tax rate are due to the geographical mix of pre-tax earnings and losses, minimum tax requirements in certain local jurisdictions and operating losses for certain operations with no related accrual of tax benefit.

Minority Interest

The minority interest of $3.2 million and $1.5 million for the years ended August 31, 2008 and 2007 represents our joint venture partner’s share in the losses of our Mexican railcar manufacturing joint venture that began production in 2007.

Liquidity and Capital Resources

We have been financed through cash generated from operations and borrowings. At August 31, 2008 cash was $6.0 million, a decrease of $14.8 million from $20.8 million at the prior year end. Cash usage was primarily for the acquisitions of AARE and RBI and capital expenditures, partially offset by proceeds from borrowings.

Cash provided by operating activities for the years ended August 31, 2008, 2007 and 2006 was $32.1 million, $46.3 million and $39.5 million. The change was primarily due to timing of working capital needs including purchases and sales of railcars held for sale, timing of inventory purchases and varying customer payment terms.

Cash used in investing activities for the year ended August 31, 2008 of $152.2 million compared to $286.6 million in 2007 and $111.1 million in 2006. Cash utilization in 2008 was primarily due to the acquisitions of AARE and RBI and capital expenditures for the year. The increased cash utilization for 2007 was primarily due to the acquisitions of Meridian Rail Holdings Corp. (Meridian) and Rail Car America (RCA).

Capital expenditures totaled $77.6 million, $137.3 million and $140.6 million in 2008, 2007 and 2006. Of these capital expenditures, approximately $45.9 million, $111.9 million and $122.6 million in 2008, 2007 and 2006 were attributable to leasing & services operations. Our capital expenditures have decreased based on current market conditions and fleet management objectives. We regularly sell assets from our lease fleet, some of which may have been purchased within the current year and included in capital expenditures. Proceeds from the sale of equipment were approximately $14.6 million, $119.7 million and $28.9 million in 2008, 2007 and 2006. Leasing & services capital expenditures for 2009, net of proceeds from sales of equipment, are expected to be approximately $20.0 million.

Approximately $24.1 million, $20.4 million and $15.1 million of capital expenditures for 2008, 2007 and 2006 were attributable to manufacturing operations. Capital expenditures for manufacturing are expected to be approximately $10.0 million in 2009 and primarily relate to increased efficiency, start up of our tank car line at the Mexican joint venture, ERP implementation and maintenance of existing equipment.

26 The Greenbrier Companies 2008 Annual Report

Refurbishment & parts capital expenditures for 2008, 2007 and 2006 were $7.6 million, $5.0 million and $2.9 million and are expected to be approximately $10.0 million in 2009 for maintenance of existing facilities, ERP implementation and some expansion.

Cash provided by financing activities was $103.5 million for the year ended August 31 2008, compared to cash provided by financing activities of $115.8 million in 2007 and $142.5 million in 2006. During 2008, we received $49.6 million in net proceeds from term loan borrowings and $55.5 million in net proceeds under revolving credit lines. We repaid $6.9 million in term debt and paid dividends of $5.3 million. During 2007, we received $99.4 million in net proceeds from term loan borrowings, repaid $5.4 million in term debt and paid dividends of $5.1 million. During 2006, we received an aggregate of $154.6 million in net proceeds from a senior unsecured debt offering and a convertible debt offering, repaid $13.2 million in term debt and paid dividends of $5.0 million.

All amounts originating in foreign currency have been translated at the August 31, 2008 exchange rate for the following discussion. Senior secured revolving credit facilities, consisting of two components, aggregated $335.2 million as of August 31, 2008. A $290.0 million revolving line of credit is available through November 2011 to provide working capital and interim financing of equipment, principally for the U.S. and Mexican operations. Advances under this facility bear interest at variable rates that depend on the type of borrowing and the defined ratio of debt to total capitalization. In addition, lines of credit totaling $45.2 million, with various variable rates, are available for working capital needs of the European manufacturing operation. As of August 31, 2008 these European credit facilities have maturities that range from November 30, 2008 through August 31, 2009. Approximately 50% of available borrowings for the European credit facilities have maturity dates in the second half of fiscal year 2009. European credit facility renewals are continually under negotiation and we currently anticipate $4.4 million to be repaid rather than renewed.

As of August 31, 2008 outstanding borrowings under these facilities aggregated $105.8 million in revolving notes and $3.7 million in letters of credit. This consists of $65.0 million in revolving notes and $3.7 million in letters of credit outstanding under the U.S. credit facility and $40.8 million in revolving notes under the European credit facilities. Available borrowings under credit facilities are generally based on defined levels of inventory, receivables, and leased equipment, as well as total debt to consolidated capitalization and interest coverage ratios which as of August 31, 2008 levels would provide for maximum additional borrowing of $174.3 million.

The revolving and operating lines of credit, along with notes payable, contain covenants with respect to the Company and various subsidiaries, the most restrictive of which, among other things, limit the ability to: incur additional indebtedness or guarantees; pay dividends or repurchase stock; enter into sale leaseback transactions; create liens; sell assets; engage in transactions with affiliates, including joint ventures and non U.S. subsidiaries, including but not limited to loans, advances, equity investments and guarantees; enter into mergers, consolidations or sales of substantially all the Company’s assets; and enter into new lines of business. The covenants also require certain minimum levels of tangible net worth, maximum ratios of debt to equity or total capitalization and minimum levels of interest coverage. Currently we are seeking a line of credit to support certain of our foreign operations due in part to current limitations in our existing loan covenants.

In accordance with customary business practices in Europe, we have $17.9 million in bank and third party performance, advance payment and warranty guarantee facilities, all of which have been utilized as of August 31, 2008. To date no amounts have been drawn under these performance, advance payment and warranty guarantees.

We have advanced $0.6 million in long-term advances to an unconsolidated subsidiary which are secured by accounts receivable and inventory. As of August 31, 2008, this same unconsolidated subsidiary had $4.7 million in third party debt for which we have guaranteed 33% or approximately $1.6 million.

We have outstanding letters of credit aggregating $3.7 million associated with facility leases and payroll.

Foreign operations give rise to risks from changes in foreign currency exchange rates. We utilize foreign currency forward exchange contracts with established financial institutions to hedge a portion of that risk. No provision has been made for credit loss due to counterparty non-performance.

The Greenbrier Companies 2008 Annual Report 27 

Dividends have been paid each quarter since the 4th quarter of 2004 when dividends of $.06 per share were reinstated. The dividend was increased to $.08 per share in the 4th quarter of 2005.

We expect existing funds and cash generated from operations, together with proceeds from financing activities including borrowings under existing credit facilities and long-term financing, to be sufficient to fund dividends, working capital needs, planned capital expenditures and expected debt repayments for the foreseeable future.

The following table shows our estimated future contractual cash obligations as of August 31, 2008:

	Year Ending
(In thousands)	Total		2009		2010		2011		2012		2013		Thereafter
Notes payable	$	496,008	$	11,025	$	8,749	$	6,622	$	4,176	$	4,061	$	461,375
Interest		212,203		28,299		27,839		27,368		27,122		26,946		74,629
Revolving notes		105,808		40,808		–		–		65,000		–		–
Operating leases		23,918		8,456		6,421		5,014		2,574		814		639
Participation		2,567		580		586		523		381		359		138
Purchase commitments		10,838		10,838		–		–		–		–		–
Railcar leases		25,380		8,736		7,510		5,150		3,239		377		368
	$	876,722	$	108,742	$	51,105	$	44,677	$	102,492	$	32,557	$	537,149

Off Balance Sheet Arrangements

We do not currently have off balance sheet arrangements that have or are likely to have a material current or future effect on our Consolidated Financial Statements.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires judgment on the part of management to arrive at estimates and assumptions on matters that are inherently uncertain. These estimates may affect the amount of assets, liabilities, revenue and expenses reported in the financial statements and accompanying notes and disclosure of contingent assets and liabilities within the financial statements. Estimates and assumptions are periodically evaluated and may be adjusted in future periods. Actual results could differ from those estimates.

Income taxes - For financial reporting purposes, income tax expense is estimated based on planned tax return filings. The amounts anticipated to be reported in those filings may change between the time the financial statements are prepared and the time the tax returns are filed. Further, because tax filings are subject to review by taxing authorities, there is also the risk that a position taken in preparation of a tax return may be challenged by a taxing authority. If the taxing authority is successful in asserting a position different than that taken by us, differences in tax expense or between current and deferred tax items may arise in future periods. Such differences, which could have a material impact on our financial statements, would be reflected in the financial statements when management considers them probable of occurring and the amount reasonably estimable. Valuation allowances reduce deferred tax assets to an amount that will more likely than not be realized. Our estimates of the realization of deferred tax assets is based on the information available at the time the financial statements are prepared and may include estimates of future income and other assumptions that are inherently uncertain.

Maintenance obligations - We are responsible for maintenance on a portion of the managed and owned lease fleet under the terms of maintenance obligations defined in the underlying lease or management agreement. The estimated maintenance liability is based on maintenance histories for each type and age of railcar. These estimates involve judgment as to the future costs of repairs and the types and timing of repairs required over the lease term. As we cannot predict with certainty the prices, timing and volume of maintenance needed in the future on railcars under long-term leases, this estimate is uncertain and could be materially different from maintenance requirements. The liability is periodically reviewed and updated based on maintenance trends and known future repair or

28 The Greenbrier Companies 2008 Annual Report

refurbishment requirements. These adjustments could be material due to the inability to predict future maintenance requirements.

Warranty accruals - Warranty costs to cover a defined warranty period are estimated and charged to operations. The estimated warranty cost is based on historical warranty claims for each particular product type. For new product types without a warranty history, preliminary estimates are based on historical information for similar product types.

These estimates are inherently uncertain as they are based on historical data for existing products and judgment for new products. If warranty claims are made in the current period for issues that have not historically been the subject of warranty claims and were not taken into consideration in establishing the accrual or if claims for issues already considered in establishing the accrual exceed expectations, warranty expense may exceed the accrual for that particular product. Conversely, there is the possibility that claims may be lower than estimates. The warranty accrual is periodically reviewed and updated based on warranty trends. However, as we cannot predict future claims, the potential exists for the difference in any one reporting period to be material.

Revenue recognition - Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable and collectibility is reasonably assured.

Railcars are generally manufactured, repaired or refurbished under firm orders from third parties. Revenue is recognized when railcars are completed, accepted by an unaffiliated customer and contractual contingencies removed. Direct finance lease revenue is recognized over the lease term in a manner that produces a constant rate of return on the net investment in the lease. Operating lease revenue is recognized as earned under the lease terms. Certain leases are operated under car hire arrangements whereby revenue is earned based on utilization, car hire rates and terms specified in the lease agreement. Car hire revenue is reported from a third party source two months in arrears; however, such revenue is accrued in the month earned based on estimates of use from historical activity and is adjusted to actual as reported. These estimates are inherently uncertain as they involve judgment as to the estimated use of each railcar. Adjustments to actual have historically not been significant. Revenues from construction of marine barges are either recognized on the percentage of completion method during the construction period or on the completed contract method based on the terms of the contract. Under the percentage of completion method, judgment is used to determine a definitive threshold against which progress towards completion can be measured to determine timing of revenue recognition.

Impairment of long-lived assets - When changes in circumstances indicate the carrying amount of certain long-lived assets may not be recoverable, the assets are evaluated for impairment. If the forecast undiscounted future cash flows are less than the carrying amount of the assets, an impairment charge to reduce the carrying value of the assets to fair value is recognized in the current period. These estimates are based on the best information available at the time of the impairment and could be materially different if circumstances change.

Goodwill and acquired intangible assets - The Company periodically acquires businesses in purchase transactions in which the allocation of the purchase price may result in the recognition of goodwill and other intangible assets. The determination of the value of such intangible assets requires management to make estimates and assumptions. These estimates affect the amount of future period amortization and possible impairment charges.

Loss contingencies - On certain fixed price railcar contracts actual price increases and surcharges may cause the total cost to produce the railcar to exceed the amounts originally anticipated, and in some cases, the actual contractual sale price of the railcar. When the anticipated loss on production of railcars in backlog is both probable and estimable the Company will accrue a loss contingency. These estimates are based on the best information available at the time of the accrual and are adjusted at a later date to reflect actual costs.

New Accounting Pronouncements

Initial Adoption of Accounting Policies - In July 2006, the Financial Accounting Standards Board (FASB) issued interpretation (FIN) No. 48, Accounting for Uncertainties in Income Tax — an Interpretation of FASB Statement No. 109. This interpretation clarifies the accounting for uncertainties in income tax provisions. The Company adopted the provisions of FIN 48 on September 1, 2007. At the adoption date, the Company identified certain tax

The Greenbrier Companies 2008 Annual Report 29 

benefits taken for which a reserve for uncertain tax positions was required under FIN 48. The total amount of this reserve, including interest and penalties, is $12.0 million, of which $8.9 million is associated with purchase accounting adjustments on the acquisition of Meridian Rail Holdings Corp. These amounts had previously been reserved under Statement of Financial Accounting Standard (SFAS) No. 5 with the exception of $0.1 million which was recorded as an adjustment to retained earnings in the three months ended November 30, 2007. The Company recorded additional interest expense of $1.0 million relating to reserves for uncertain tax provisions during the fiscal year 2008. Interest and penalties related to income taxes are not classified as a component of income tax expense. When unrecognized tax benefits are realized, the benefit related to deductible differences attributable to ordinary operations will be recognized as a reduction of income tax expense. The benefit related to deductible differences attributable to purchase accounting may result in a reduction to goodwill. Within the next 12 months the Company reasonably expects a decrease of approximately $10.1 million in the current FIN 48 reserve, with a corresponding reduction in income tax expense of $1.4 million, goodwill of $7.4 million and selling and administrative expenses of $1.3 million.

Prospective Accounting Changes - In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. This statement defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measurements. The measurement and disclosure requirements are effective for the Company for the fiscal year beginning September 1, 2008. In January 2008, the FASB issued FASB Staff Position (FSP) FAS 157-2 to defer SFAS No. 157’s effective date for all non-financial assets and liabilities, except those items recognized or disclosed at fair value on an annual or more frequently recurring basis. In October 2008, the FASB issued FSP FAS 157-3, Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active. This FSP provides examples to illustrate key considerations in determining fair value of a financial asset when the market for that financial asset is not active. This position is effective for the Company beginning September 1, 2009. Management is evaluating whether there will be any impact on the Consolidated Financial Statements from the adoption of SFAS No. 157.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities which is effective for the Company beginning September 1, 2008. SFAS No. 159 permits entities to choose to measure many financial assets and financial liabilities at fair value rather than historical value. Unrealized gains and losses on items for which the fair value option is elected are reported in earnings. Management does not expect the adoption of SFAS No. 159 to have a material impact on its Consolidated Financial Statements.

In December 2007, the FASB issued SFAS No. 141R, Business Combinations. This statement establishes the principles and requirements for how an acquirer: recognizes and measures the assets acquired, liabilities assumed, and non-controlling interest; recognizes and measures goodwill; and identifies disclosures. This statement is effective for the Company for business combinations entered into on or after September 1, 2009.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51. This statement establishes reporting standards for non-controlling interests in subsidiaries. This standard is effective for the Company beginning September 1, 2009. Management is evaluating the impact of this statement on its Consolidated Financial Statements.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities — an amendment of SFAS No. 133. This statement requires enhanced disclosures about an entity’s derivative instruments and hedging. This statement is effective for the Company beginning September 1, 2008. Management does not expect the adoption of SFAS No. 161 to have an impact on its Consolidated Financial Statements.

In May 2008, the FASB issued FSP APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement). This FSP specifies that issuers of such instruments should separately account for the liability and equity components in a manner that will reflect the entity’s nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. This FSP is effective for the Company beginning September 1, 2009. Management is currently evaluating the impact of this FSP on its Consolidated Financial Statements.

30 The Greenbrier Companies 2008 Annual Report

Item 7a.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign Currency Exchange Risk

We have operations in Mexico, Germany and Poland that conduct business in their local currencies as well as other regional currencies. To mitigate the exposure to transactions denominated in currencies other than the functional currency of each entity, we enter into foreign currency forward exchange contracts to protect the margin on a portion of forecast foreign currency sales. At August 31, 2008, $68.0 million of forecast sales were hedged by foreign exchange contracts. Because of the variety of currencies in which purchases and sales are transacted and the interaction between currency rates, it is not possible to predict the impact a movement in a single foreign currency exchange rate would have on future operating results. We believe the exposure to foreign exchange risk is not material.

In addition to exposure to transaction gains or losses, we are also exposed to foreign currency exchange risk related to the net asset position of our foreign subsidiaries. At August 31, 2008, net assets of foreign subsidiaries aggregated $17.8 million and a 10% strengthening of the United States dollar relative to the foreign currencies would result in a decrease in stockholders’ equity of $1.8 million, 0.7% of total stockholders’ equity. This calculation assumes that each exchange rate would change in the same direction relative to the United States dollar.

Interest Rate Risk

We have managed a portion of our floating rate debt with interest rate swap agreements, effectively converting $8.4 million of variable rate debt to fixed rate debt. At August 31, 2008, the exposure to interest rate risk is reduced since 58% of our debt has fixed rates and 42% has floating rates. As a result, we are exposed to interest rate risk relating to our revolving debt and a portion of term debt. At August 31, 2008, a uniform 10% increase in interest rates would result in approximately $1.1 million of additional annual interest expense.

The Greenbrier Companies 2008 Annual Report 31 

Item 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Consolidated Balance Sheets

YEARS ENDED AUGUST 31,
(In thousands)	2008			2007
Assets
Cash and cash equivalents	$	5,957		$	20,808
Restricted cash		1,231			2,693
Accounts receivable		181,857			157,038
Inventories		252,048			194,883
Assets held for sale		52,363			42,903
Equipment on operating leases		319,321			294,326
Investment in direct finance leases		8,468			9,040
Property, plant and equipment		136,506			112,813
Goodwill		200,148			168,987
Intangibles and other assets		99,061			69,258
	$	1,256,960		$	1,072,749
Liabilities and Stockholders’ Equity
Revolving notes	$	105,808		$	39,568
Accounts payable and accrued liabilities		274,322			244,068
Losses in excess of investment in de-consolidated subsidiary		15,313			–
Deferred income taxes		74,329			61,410
Deferred revenue		22,035			18,052
Notes payable		496,008			460,915
Minority interest		8,618			5,146
Commitments and contingencies (Notes 26 & 27)
Stockholders’ equity:
Preferred stock - without par value; 25,000 shares authorized; none outstanding		–			–
Common stock - without par value; 50,000 shares authorized; 16,606 and 16,169 outstanding at August 31, 2008 and 2007		17			16
Additional paid-in capital		82,262			78,332
Retained earnings		179,553			165,408
Accumulated other comprehensive loss		(1,305	)		(166	)
		260,527			243,590
	$	1,256,960		$	1,072,749

The accompanying notes are an integral part of these financial statements.

32 The Greenbrier Companies 2008 Annual Report

Consolidated Statements of Operations

YEARS ENDED AUGUST 31,
(In thousands, except per share amounts)	2008			2007			2006
Revenue
Manufacturing	$	665,093		$	738,424		$	748,818
Refurbishment & parts		527,466			381,670			102,471
Leasing & services		97,520			103,734			102,534
		1,290,079			1,223,828			953,823
Cost of revenue
Manufacturing		653,879			680,908			666,731
Refurbishment & parts		426,183			317,669			87,690
Leasing & services		47,774			45,818			42,023
		1,127,836			1,044,395			796,444
Margin		162,243			179,433			157,379
Other costs
Selling and administrative		85,133			83,414			70,918
Interest and foreign exchange		40,770			39,915			25,396
Special charges		2,302			21,899			–
		128,205			145,228			96,314
Earnings before income tax, minority interest and equity in unconsolidated subsidiaries		34,038			34,205			61,065
Income tax expense		(18,550	)		(13,657	)		(21,698	)
Earnings before minority interest and equity in unconsolidated subsidiaries		15,488			20,548			39,367
Minority interest		3,182			1,504			–
Equity in earnings (loss) of unconsolidated subsidiaries		872			(42	)		169
Earnings from continuing operations		19,542			22,010			39,536
Earnings from discontinued operations (net of tax)		–			–			62
Net earnings	$	19,542		$	22,010		$	39,598
Basic earnings per common share:
Continuing operations	$	1.19		$	1.37		$	2.51
Discontinued operations		–			–			–
	$	1.19		$	1.37		$	2.51
Diluted earnings per common share:
Continuing operations	$	1.19		$	1.37		$	2.48
Discontinued operations		–			–			–
	$	1.19		$	1.37		$	2.48
Weighted average common shares:
Basic		16,395			16,056			15,751
Diluted		16,417			16,094			15,937

The accompanying notes are an integral part of these financial statements.

The Greenbrier Companies 2008 Annual Report 33 

Consolidated Statements of Stockholders’ Equity
and Comprehensive Income (Loss)

											Accumulated
					Additional						Other			Total
	Common Stock				Paid-in			Retained			Comprehensive			Stockholders’
(In thousands)	Shares		Amount		Capital			Earnings			Income (Loss)			Equity
Balance September 1, 2005		15,479	$	15	$	62,768		$	113,987		$	(711	)	$	176,059
Net earnings		–		–		–			39,598			–			39,598
Translation adjustment (net of tax effect)		–		–		–			–			1,570			1,570
Reclassification of derivative financial instruments recognized in net earnings (net of tax effect)		–		–		–			–			(2,566	)		(2,566	)
Unrealized gain on derivative financial instruments (net of tax effect)		–		–		–			–			1,306			1,306
Comprehensive income															39,908
Cash dividends ($0.32 per share)		–		–		–			(5,043	)		–			(5,043	)
Restricted stock awards		72		–		2,179			–			–			2,179
Unamortized restricted stock		–		–		(1,914	)		–			–			(1,914	)
Restricted stock amortization		–		–		2,550			–			–			2,550
Stock options exercised		403		1		2,941			–			–			2,942
Excess tax benefit of stock options exercised		–		–		2,600			–			–			2,600
Balance August 31, 2006		15,954		16		71,124			148,542			(401	)		219,281
Net earnings		–		–		–			22,010			–			22,010
Translation adjustment (net of tax effect)		–		–		–			–			771			771
Reclassification of derivative financial instruments recognized in net earnings (net of tax effect)		–		–		–			–			(521	)		(521	)
Unrealized gain on derivative financial instruments (net of tax effect)		–		–		–			–			301			301
Comprehensive income															22,561
Adjustment to apply SFAS 158 (net of tax effect)		–		–		–			–			(316	)		(316	)
Cash dividends ($0.32 per share)		–		–		–			(5,144	)		–			(5,144	)
Restricted stock awards		182		–		4,009			–			–			4,009
Unamortized restricted stock		–		–		(4,009	)		–			–			(4,009	)
Restricted stock amortization		–		–		3,285			–			–			3,285
Stock options exercised		33		–		204			–			–			204
Excess tax benefit of stock options exercised		–		–		3,719			–			–			3,719
Balance August 31, 2007		16,169		16		78,332			165,408			(166	)		243,590
Net earnings		–		–		–			19,542			–			19,542
Translation adjustment (net of tax effect)		–		–		–			–			4,852			4,852
Pension plan adjustment		–		–		–			–			(6,873	)		(6,873	)
Reclassification of derivative financial instruments recognized in net earnings (net of tax effect)		–		–		–			–			(94	)		(94	)
Unrealized gain on derivative financial instruments (net of tax effect)		–		–		–			–			905			905
Comprehensive income															18,332
Adjustment to apply SFAS 158 (net of tax effect)		–		–								71			71
Cash dividends ($0.32 per share)		–		–		–			(5,261	)		–			(5,261	)
FIN 48 adjustment									(136	)					(136	)
Restricted stock awards (net of cancellations)		432		1		9,473			–			–			9,474
Unamortized restricted stock		–		–		(9,442	)		–			–			(9,442	)
Restricted stock amortization		–		–		3,932			–			–			3,932
Stock options exercised		5		–		43			–			–			43
Excess tax benefit of stock options exercised		–		–		(76	)		–			–			(76	)
Balance August 31, 2008		16,606	$	17	$	82,262		$	179,553		$	(1,305	)	$	260,527

The accompanying notes are an integral part of these financial statements.

34 The Greenbrier Companies 2008 Annual Report

Consolidated Statements of Cash Flows

YEARS ENDED AUGUST 31,

(In thousands)	2008			2007			2006
Cash flows from operating activities:
Net earnings	$	19,542		$	22,010		$	39,598
Adjustments to reconcile net earnings to net cash provided by operating activities:
Earnings from discontinued operations		–			–			(62	)
Deferred income taxes		12,919			10,643			5,893
Depreciation and amortization		35,086			32,826			25,253
Gain on sales of equipment		(8,010	)		(13,400	)		(10,948	)
Special charges		2,302			21,899			–
Minority interest		(3,128	)		(1,604	)		–
Other		336			205			278
Decrease (increase) in assets excluding acquisitions:
Accounts receivable		(7,621	)		(17,883	)		8,948
Inventories		(29,692	)		14,260			(37,517	)
Assets held for sale		(10,621	)		4,378			156
Other		(2,700	)		(411	)		2,577
Increase (decrease) in liabilities excluding acquisitions:
Accounts payable and accrued liabilities		21,801			(24,600	)		(4,960	)
Deferred revenue		1,904			(1,996	)		10,326
Net cash provided by operating activities		32,118			46,327			39,542
Cash flows from investing activities:
Principal payments received under direct finance leases		375			511			2,048
Proceeds from sales of equipment		14,598			119,695			28,863
Investment in and net advances to unconsolidated subsidiaries		858			(849	)		550
Acquisitions, net of cash acquired		(91,166	)		(268,184	)		–
De-consolidation of subsidiary		(1,217	)		–			–
Decrease (increase) in restricted cash		2,046			(454	)		(1,958	)
Capital expenditures		(77,644	)		(137,294	)		(140,569	)
Net cash used in investing activities		(152,150	)		(286,575	)		(111,066	)
Cash flows from financing activities:
Changes in revolving notes		55,514			15,007			8,965
Proceeds from issuance of notes payable		49,613			99,441			154,567
Repayments of notes payable		(6,919	)		(5,388	)		(13,191	)
Repayment of subordinated debt		–			(2,091	)		(6,526	)
Investment by joint venture partner		6,600			6,750			–
Dividends paid		(5,261	)		(5,144	)		(5,042	)
Stock options and restricted stock awards exercised		4,007			3,489			5,757
Excess tax benefit of stock options exercised		(76	)		3,719			2,600
Purchase of subsidiary’s shares subject to mandatory redemption		–			–			(4,636	)
Net cash provided by financing activities		103,478			115,783			142,494
Effect of exchange rate changes		1,703			2,379			(1,280	)
Increase (decrease) in cash and cash equivalents		(14,851	)		(122,086	)		69,690
Cash and cash equivalents
Beginning of period		20,808			142,894			73,204
End of period	$	5,957		$	20,808		$	142,894
Cash paid during the period for:
Interest	$	35,274		$	33,714		$	24,406
Income taxes	$	3,620		$	2,985		$	21,256
Non-cash activity
Transfer of railcars held for sale to equipment on operating leases	$	6,441		$	–		$	23,955
Supplemental disclosure of non-cash activity:
Assumption of acquisition capital lease obligation	$	498		$	229		$	–
Seller receivable netted against acquisition note	$	503		$	–		$	–
De-consolidation of subsidiary (see note 6)	$	15,313		$	–		$	–
Supplemental disclosure of subsidiary acquired
Assets acquired	$	(96,782	)	$	(330,459	)	$	–
Liabilities assumed		5,616			56,144			–
Acquisition note payable		–			3,000			–
Cash acquired		–			3,131			–
Acquisitions, net of cash acquired	$	(91,166	)	$	(268,184	)	$	–

The accompanying notes are an integral part of these financial statements.

The Greenbrier Companies 2008 Annual Report 35 

Notes to Consolidated Financial Statements

Note 1 - Nature of Operations

The Greenbrier Companies, Inc. and its subsidiaries (Greenbrier or the Company) currently operate in three primary business segments: manufacturing, refurbishment & parts and leasing & services. The three business segments are operationally integrated. With operations in the United States, Mexico and Poland, the manufacturing segment produces double-stack intermodal railcars, conventional railcars, tank cars and marine vessels. The refurbishment & parts segment performs railcar repair, refurbishment and maintenance activities in the United States and Mexico as well as wheel and axle servicing and production of a variety of parts for the railroad industry. The leasing & services segment owns approximately 9,000 railcars and provides management services for approximately 137,000 railcars for railroads, shippers, carriers and other leasing and transportation companies in North America. Greenbrier also produces railcar castings through an unconsolidated joint venture.

Note 2 - Summary of Significant Accounting Policies

Principles of consolidation - The financial statements include the accounts of the Company and its subsidiaries in which it has a controlling interest. All intercompany transactions and balances are eliminated upon consolidation.

Unclassified Balance Sheet - The balance sheets of the Company are presented in an unclassified format as a result of significant leasing activities for which the current or non-current distinction is not relevant. In addition, the activities of the manufacturing, refurbishment & parts and leasing & services segments are so intertwined that in the opinion of management, any attempt to separate the respective balance sheet categories would not be meaningful and may lead to the development of misleading conclusions by the reader.

Foreign currency translation - Operations outside the United States prepare financial statements in currencies other than the United States dollar. Revenues and expenses are translated at average exchange rates for the year, while assets and liabilities are translated at year-end exchange rates. Translation adjustments are accumulated as a separate component of stockholders’ equity in other comprehensive income (loss), net of tax.

Cash and cash equivalents - Cash is temporarily invested primarily in bankers’ acceptances, United States Treasury bills, commercial paper and money market funds. All highly-liquid investments with a maturity of three months or less at the date of acquisition are considered cash equivalents.

Restricted cash - Restricted cash is primarily cash assigned as collateral for European performance guarantees.

Accounts receivable - Accounts receivable are stated net of allowance for doubtful accounts of $5.6 million and $3.9 million as of August 31, 2008 and 2007.

Inventories - Inventories are generally valued at the lower of cost (first-in, first-out) or market. Work-in-process includes material, labor and overhead.

Assets held for sale - Assets held for sale consist of new railcars in transit to delivery point, railcars on lease with the intent to sell, used railcars that will either be sold or refurbished or placed on lease and then sold, finished goods and completed wheel sets.

Equipment on operating leases - Equipment on operating leases is stated at cost. Depreciation to estimated salvage value is provided on the straight-line method over the estimated useful lives of up to thirty-five years.

36 The Greenbrier Companies 2008 Annual Report

Property, plant and equipment - Property, plant and equipment is stated at cost. Depreciation is provided on the straight-line method over estimated useful lives which are as follows:

	Depreciable Life
Buildings and improvements		10-25 years
Machinery and equipment		3- 15 years
Other		3-7 years

Goodwill - Goodwill is recorded when the purchase price of an acquisition exceeds the fair market value of the assets acquired. Goodwill is not amortized and is tested for impairment at least annually and more frequently if material changes in events or circumstances arise. This testing compares carrying values to fair values and if the carrying value of these assets is in excess of fair value, the carrying value is reduced to fair value. Goodwill was tested as of February 29, 2008 and the Company concluded that goodwill was not impaired.

Intangible and other assets - Intangible assets are recorded when a portion of the purchase price of an acquisition is allocated to assets such as customer contracts and relationships, trade names, certifications and backlog. Intangible assets with finite lives are amortized using the straight line method over their estimated useful lives and include the following: proprietary technology, 25 years; trade names, 5 years; patents, 11 years; and long-term customer agreements, 5 to 20 years. Other assets include loan fees and debt acquisition costs which are capitalized and amortized as interest expense over the life of the related borrowings. The following table summarizes the Company’s identifiable intangible assets balance by segment:

			Refurbishment &		Leasing &
(In thousands)	Manufacturing		Parts		Services		Total
Customer relationships	$	–	$	61,047	$	383	$	61,430
Proprietary technology		2,230		–		–		2,230
Trade name		–		535		–		535
Patents		102		–		–		102
Other intangibles		75		1,946		–		2,021
Prepaid and other assets		15,975		3,366		13,402		32,743
Balance August 31, 2008	$	18,382	$	66,894	$	13,785	$	99,061

Impairment of long-lived assets - When changes in circumstances indicate the carrying amount of certain long-lived assets may not be recoverable, the assets are evaluated for impairment. If the forecast undiscounted future cash flows are less than the carrying amount of the assets, an impairment charge to reduce the carrying value of the assets to estimated realizable value is recognized in the current period. No impairment was recorded in the current fiscal year.

Maintenance obligations - The Company is responsible for maintenance on a portion of the managed and owned lease fleet under the terms of maintenance obligations defined in the underlying lease or management agreement. The estimated liability is based on maintenance histories for each type and age of railcar. The liability, included in accounts payable and accrued liabilities, is reviewed periodically and updated based on maintenance trends and known future repair or refurbishment requirements.

Warranty accruals - Warranty costs are estimated and charged to operations to cover a defined warranty period. The estimated warranty cost is based on history of warranty claims for each particular product type. For new product types without a warranty history, preliminary estimates are based on historical information for similar product types. The warranty accruals, included in accounts payable and accrued liabilities, are reviewed periodically and updated based on warranty trends.

Contingent rental assistance - The Company has entered into contingent rental assistance agreements on certain railcars, subject to leases, that have been sold to third parties. These agreements guarantee the purchasers a minimum lease rental, subject to a maximum defined rental assistance amount, over remaining periods of up to five years. A liability is established when management believes that it is probable that a rental shortfall will occur and the amount can be estimated. All existing rental assistance agreements were entered into prior to December 31, 2002.

The Greenbrier Companies 2008 Annual Report 37 

Any future contracts would use the guidance required by Financial Accounting Standards Board (FASB) Interpretation (FIN) 45.

Income taxes - The liability method is used to account for income taxes. Deferred income taxes are provided for the temporary effects of differences between assets and liabilities recognized for financial statement and income tax reporting purposes. Valuation allowances reduce deferred tax assets to an amount that will more likely than not be realized. The Company also provides for income tax contingencies when management considers them probable of occurring and reasonably estimable. As a result of the implementation of FIN 48, we recognize liabilities for uncertain tax positions based on whether evidence indicates that is more likely than not that the position will be sustained on audit. It is inherently difficult and subjective to estimate such amounts, as this requires us to determine the probability of various possible outcomes. We reevaluate these uncertain tax positions on a quarterly basis. Changes in assumptions may result in the recognition of a tax benefit or an additional charge to the tax provision.

Minority interest - In October 2006, the Company formed a joint venture with Grupo Industrial Monclova, S.A.. (GIMSA) to manufacture new railroad freight cars for the North American marketplace at GIMSA’s existing manufacturing facility located in Frontera, Mexico. Each party owns a 50% interest in the joint venture. Production began late in the Company’s third quarter of 2007. The financial results of this operation are consolidated for financial reporting purposes as the Company maintains a controlling interest as evidenced by the right to appoint the majority of the board of directors, control over accounting, financing, marketing and engineering, and approval and design of products. The minority interest reflected in the Company’s consolidated financial statements represents the joint venture partner’s equity in this venture.

Accumulated other comprehensive income (loss) - Accumulated other comprehensive income (loss) represents net earnings (loss) plus all other changes in net assets from non-owner sources.

Revenue recognition - Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable and collectibility is reasonably assured.

Railcars are generally manufactured, repaired or refurbished under firm orders from third parties. Revenue is recognized when new or refurbished railcars are completed, accepted by an unaffiliated customer and contractual contingencies removed. Marine revenues are either recognized on the percentage of completion method during the construction period or on the completed contract method based on the terms of the contract. Direct finance lease revenue is recognized over the lease term in a manner that produces a constant rate of return on the net investment in the lease. Operating lease revenue is recognized as earned under the lease terms. Certain leases are operated under car hire arrangements whereby revenue is earned based on utilization, car hire rates and terms specified in the lease agreement. Car hire revenue is reported from a third party source two months in arrears; however, such revenue is accrued in the month earned based on estimates of use from historical activity and is adjusted to actual as reported. Such adjustments historically have not been significant from the estimate.

Research and development - Research and development costs are expensed as incurred. Research and development costs incurred for new product development during 2008, 2007 and 2006 were $2.9 million, $2.4 million and $2.2 million.

Forward exchange contracts - Foreign operations give rise to risks from changes in foreign currency exchange rates. Forward exchange contracts with established financial institutions are utilized to hedge a portion of such risk. Realized and unrealized gains and losses are deferred in other comprehensive income (loss) and recognized in earnings concurrent with the hedged transaction or when the occurrence of the hedged transaction is no longer considered probable. Even though forward exchange contracts are entered into to mitigate the impact of currency fluctuations, certain exposure remains, which may affect operating results. In addition, there is risk for counterparty non-performance.

Interest rate instruments - Interest rate swap agreements are utilized to reduce the impact of changes in interest rates on certain debt. The net cash amounts paid or received under the agreements are accrued and recognized as an adjustment to interest expense.

38 The Greenbrier Companies 2008 Annual Report

Net earnings per share - Basic earnings per common share (EPS) excludes the potential dilution that would occur if additional shares were issued upon exercise of outstanding stock options, while diluted EPS takes this potential dilution into account using the treasury stock method.

Stock-based compensation - All stock options were vested prior to September 1, 2005 and accordingly no compensation expense was recognized for stock options for the years ended August 31, 2008, 2007 and 2006. The value, at the date of grant, of stock awarded under restricted stock grants is amortized as compensation expense over the vesting period of two to five years. Compensation expense recognized related to restricted stock grants for 2008, 2007 and 2006 was $3.9 million, $3.1 million and $2.7 million.

Management estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires judgment on the part of management to arrive at estimates and assumptions on matters that are inherently uncertain. These estimates may affect the amount of assets, liabilities, revenue and expenses reported in the financial statements and accompanying notes and disclosure of contingent assets and liabilities within the financial statements. Estimates and assumptions are periodically evaluated and may be adjusted in future periods. Actual results could differ from those estimates.

Reclassifications - Certain reclassifications have been made to prior years’ Consolidated Financial Statements to conform to the 2008 presentation. These reclassifications consist of the inclusion of participation into the accounts payable line on the Balance Sheet, the participation balance as of August 31, 2008 and 2007 was $1.0 million and $4.4 million, and the break-out of minority interest to a separate line on the Statement of Cash Flows.

Initial Adoption of Accounting Policies - In July 2006, the Financial Accounting Standards Board (FASB) issued interpretation (FIN) No. 48, Accounting for Uncertainties in Income Tax - an Interpretation of FASB Statement No. 109. This interpretation clarifies the accounting for uncertainties in income tax provisions. The Company adopted the provisions of FIN 48 on September 1, 2007. At the adoption date, the Company identified certain tax benefits taken for which a reserve for uncertain tax positions was required under FIN 48. The total amount of this reserve, including interest and penalties, is $12.0 million, of which $8.9 million is associated with purchase accounting adjustments on the acquisition of Meridian Rail Holdings Corp. These amounts had previously been reserved under Statement of Financial Accounting Standard (SFAS) No. 5 with the exception of $0.1 million which was recorded as an adjustment to retained earnings in the three months ended November 30, 2007. The Company recorded additional interest expense of $1.0 million relating to reserves for uncertain tax provisions during the fiscal year 2008. Interest and penalties related to income taxes are not classified as a component of income tax expense. When unrecognized tax benefits are realized, the benefit related to deductible differences attributable to ordinary operations will be recognized as a reduction of income tax expense. The benefit related to deductible differences attributable to purchase accounting may result in a reduction to goodwill. Within the next 12 months the Company reasonably expects a decrease of approximately $10.1 million in the current FIN 48 reserve, with a corresponding reduction in income tax expense of $1.4 million, goodwill of $7.4 million and selling and administrative expenses of $1.3 million.

Prospective Accounting Changes - In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. This statement defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measurements. The measurement and disclosure requirements are effective for the Company for the fiscal year beginning September 1, 2008. In January 2008, the FASB issued FASB Staff Position (FSP) FAS 157-2 to defer SFAS No. 157’s effective date for all non-financial assets and liabilities, except those items recognized or disclosed at fair value on an annual or more frequently recurring basis. In October 2008, the FASB issued FSP FAS 157-3, Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active. This FSP provides examples to illustrate key considerations in determining fair value of a financial asset when the market for that financial asset is not active. This position is effective for the Company beginning September 1, 2009. Management is evaluating whether there will be any impact on the Consolidated Financial Statements from the adoption of SFAS No. 157.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities which is effective for the Company beginning September 1, 2008. SFAS No. 159 permits entities to choose to measure many financial assets and financial liabilities at fair value rather than historical value. Unrealized gains and losses on items for which the fair value option is elected are reported in earnings.

The Greenbrier Companies 2008 Annual Report 39 

Management does not expect the adoption of SFAS No. 159 to have a material impact on its Consolidated Financial Statements.

In December 2007, the FASB issued SFAS No. 141R, Business Combinations. This statement establishes the principles and requirements for how an acquirer: recognizes and measures the assets acquired, liabilities assumed, and non-controlling interest; recognizes and measures goodwill; and identifies disclosures. This statement is effective for the Company for business combinations entered into on or after September 1, 2009.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements - an amendment of ARB No. 51. This statement establishes reporting standards for non-controlling interests in subsidiaries. This standard is effective for the Company beginning September 1, 2009. Management is evaluating the impact of this statement on its Consolidated Financial Statements.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities – an amendment of SFAS No. 133. This statement requires enhanced disclosures about an entity’s derivative and hedging. This statement is effective for the Company beginning September 1, 2008. Management does not expect the adoption of SFAS No. 161 to have an impact on its Consolidated Financial Statements.

In May 2008, the FASB issued FSP APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement). This FSP specifies that issuers of such instruments should separately account for the liability and equity components in a manner that will reflect the entity’s nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. This FSP is effective for the Company beginning September 1, 2009. Management is currently evaluating the impact of this FSP on its Consolidated Financial Statements.

Note 3 - Acquisitions

Fiscal 2008

Roller Bearing Industries

On April 4, 2008 the Company purchased substantially all of the operating assets of Roller Bearing Industries, Inc. (RBI) for $7.8 million in cash, plus or minus working capital adjustments. RBI operates a railcar bearings reconditioning business in Elizabethtown, Kentucky. Reconditioned bearings are used in the refurbishment of railcar wheelsets. The financial results of these operations since the acquisition are reported in the Company’s Consolidated Financial Statements as part of the refurbishment & parts segment. The impact of this acquisition was not material to the Company’s consolidated results of operations; therefore, pro forma financial information has not been included. The allocation of the purchase price among certain assets and liabilities is still in process. As a result, the allocation is preliminary and subject to further refinement upon completion of analyses and valuations.

The preliminary fair value of the net assets acquired from RBI was as follows:

(In thousands)
Accounts receivable	$	479
Inventories		2,963
Property, plant and equipment		1,644
Intangibles and other		1,178
Goodwill		1,742
Total assets acquired		8,006
Accounts payable and accrued liabilities		165
Total liabilities assumed		165
Net assets acquired	$	7,841

40 The Greenbrier Companies 2008 Annual Report

American Allied Railway Equipment Company

On March 28, 2008 the Company purchased substantially all of the operating assets of American Allied Railway Equipment Company and its affiliates (AARE) for $83.3 million in cash, plus or minus working capital adjustments. The purchase price was paid from existing cash balances and credit facilities. The two wheel facilities in Washington, Illinois and Macon, Georgia, supply new and reconditioned wheelsets to freight car maintenance locations as well as new railcar manufacturing facilities. AARE also operates a parts reconditioning business in Peoria, Illinois, where it reconditions railcar yokes, couplers, side frames and bolsters. The financial results since the acquisition are reported in the Company’s Consolidated Financial Statements as part of the refurbishment & parts segment.

The allocation of the purchase price among certain assets and liabilities is still in process. As a result, the information shown below is preliminary and subject to further refinement upon completion of analyses and valuations.

The preliminary fair value of the net assets acquired from AARE was as follows:

(In thousands)
Accounts receivable	$	10,228
Inventories		12,966
Property, plant and equipment		8,377
Intangibles and other		27,800
Goodwill		29,405
Total assets acquired		88,776
Accounts payable and accrued liabilities		5,451
Total liabilities assumed		5,451
Net assets acquired	$	83,325

The unaudited pro forma financial information presented below has been prepared to illustrate Greenbrier’s consolidated results had the acquisition of AARE occurred at the beginning of each period presented:

(In thousands, except per share amounts)	2008		2007		2006
Revenue	$	1,341,839	$	1,320,720	$	1,036,673
Net earnings	$	21,305	$	28,899	$	43,721
Basic earnings per share	$	1.30	$	1.80	$	2.78
Diluted earnings per share	$	1.30	$	1.80	$	2.74

The unaudited pro forma financial information is not necessarily indicative of what actual results would have been had the transaction occurred at the beginning of the fiscal year, and may not be indicative of the results of future operations of the Company.

Fiscal 2007

Meridian Rail Holdings Corp.

On November 6, 2006, the Company acquired 100% of the stock of Meridian Rail Holdings Corp. (Meridian) for $237.9 million in cash which includes the purchase price of $227.5 million plus working capital adjustments. Meridian is a leading supplier of wheel maintenance services to the North American freight car industry. Operating out of six facilities, Meridian supplies replacement wheel sets and axles to approximately 170 freight car maintenance locations where worn or damaged wheels, axles, or bearings are reconditioned or replaced. Meridian also performs coupler reconditioning and railcar repair at other facilities. The financial results since the acquisition are reported in the Company’s Consolidated Financial Statements as part of the refurbishment & parts segment.

The Greenbrier Companies 2008 Annual Report 41 

The fair value of the net assets acquired in the Meridian acquisition was as follows:

(In thousands)
Cash and cash equivalents	$	3,053
Accounts receivable		20,221
Inventories		52,895
Property, plant and equipment		14,473
Intangibles and other		36,991
Goodwill		163,669
Total assets acquired		291,302
Accounts payable and accrued liabilities		40,013
Deferred income taxes		13,404
Total liabilities assumed		53,417
Net assets acquired	$	237,885

The unaudited pro forma financial information presented below has been prepared to illustrate Greenbrier’s consolidated results had the acquisition of Meridian occurred at the beginning of each period presented:

(In thousands, except per share
amounts)	2007		2006
Revenue	$	1,270,234	$	1,176,933
Net earnings	$	28,108	$	57,345
Basic earnings per share	$	1.75	$	3.64
Diluted earnings per share	$	1.75	$	3.60

This unaudited pro forma financial information is not necessarily indicative of what actual results would have been had the transaction occurred at the beginning of the fiscal year, and may not be indicative of the results of future operations of the Company.

Rail Car America

On September 11, 2006, the Company purchased substantially all of the operating assets of Rail Car America (RCA), its American Hydraulics division and the assets of its wholly owned subsidiary, Brandon Corp. RCA, a provider of intermodal and conventional railcar repair services in North America, operates from four repair facilities in the United States. RCA also reconditions and repairs end-of-railcar cushioning units through its American Hydraulics division and operates a switching line in Nebraska through Brandon Corp. The purchase price of the net assets included $29.1 million of cash and a $3.0 million promissory note due in September 2008. The financial results of these operations since the acquisition are reported in the Company’s Consolidated Financial Statements as part of the refurbishment & parts segment. The impact of this acquisition was not material to the Company’s consolidated results of operations; therefore, proforma financial information has not been included.

42 The Greenbrier Companies 2008 Annual Report

The fair value of the net assets acquired from RCA was as follows:

(In thousands)
Accounts receivable	$	628
Inventories		7,830
Property, plant and equipment		22,053
Intangibles and other		4,102
Total assets acquired		34,613
Accounts payable and accrued liabilities		2,235
Notes payable		229
Total liabilities assumed		2,464
Net assets acquired	$	32,149

Other Acquisitions

In April 2007, the Company acquired a leasing services operation for $4.3 million. These operations were not material to the Company’s consolidated results of operations; therefore, proforma financial information has not been included. As a result of the preliminary allocation of purchase price among assets and liabilities, $3.1 million in goodwill was recorded.

Note 4 - Discontinued Operations

In 2006, the Company recorded $0.1 million (net of tax) in income from discontinued operations resulting from the reversal of the remaining contingent liability associated with litigation settled in August 2004 on the transportation logistics segment that was disposed of in 1998.

Note 5 - Special Charges

In April 2007, the Company’s board of directors approved the permanent closure of the Company’s Canadian railcar manufacturing facility, TrentonWorks. As a result of the facility closure decision, special charges of $2.3 million were recorded during 2008 consisting of severance costs and professional and other expenses.

Special charges of $21.9 million were recorded during 2007 associated with the impairment and subsequent closure of TrentonWorks. These changes consist of $14.2 million of impairment of property, plant and equipment, $2.1 million of inventory impairment, $1.1 million impairment of goodwill and other, $3.9 million of severance costs and $0.6 million of professional and other fees.

Note 6 - De-consolidation of Subsidiary

On March 13, 2008 TrentonWorks filed for bankruptcy with the Office of the Superintendent of Bankruptcy Canada whereby the assets of TrentonWorks are being administered and liquidated by an appointed trustee. The Company has not guaranteed any obligations of TrentonWorks and does not believe it will be liable for any of TrentonWorks’ liabilities. Under generally accepted accounting principles, consolidation is generally required for investments of more than 50% ownership, except when control is not held by the majority owner. Under these principles, bankruptcy represents conditions which may preclude consolidation in instances where control rests with the bankruptcy court and trustee, rather than the majority owner. As a result, the Company discontinued consolidating TrentonWorks’ financial statements beginning on March 13, 2008 and began reporting its investment in TrentonWorks using the cost method. Under the cost method, the investment is reflected as a single amount on the Company’s Consolidated Balance Sheet. De-consolidation resulted in a loss in excess of the Company’s investment in the subsidiary of $15.3 million which is included as a liability on the Company’s Consolidated Balance Sheet. In addition, a $3.4 million loss is included in other comprehensive loss. The Company may recognize up to $11.9 million of income with the reversal of the $15.3 million liability, net of the $3.4 million other comprehensive loss, when the bankruptcy is resolved.

The Greenbrier Companies 2008 Annual Report 43 

The following is the TrentonWorks condensed balance sheet as of March 13, 2008:

	March 13,
(In thousands, unaudited)	2008
Assets
Cash and cash equivalents	$	1,217
Accounts receivable		694
Property, plant and equipment		3,256
Intangibles and other assets		162
	$	5,329
Liabilities and Stockholders’ Deficit
Accounts payable and accrued liabilities		11,755
Notes payable		8,887
Stockholders’ deficit		(15,313	)
	$	5,329

Note 7 - Inventories

(In thousands)	2008			2007
Manufacturing supplies and raw materials	$	150,505		$	111,957
Work-in-process		106,542			86,733
Lower cost or market adjustment		(4,999	)		(3,807	)
	$	252,048		$	194,883

(In thousands)	2008			2007			2006
Lower of cost or market adjustment
Balance at beginning of period	$	3,807		$	5,035		$	3,592
Charge to cost of revenue		4,567			5,092			1,976
Disposition of inventory		(3,636	)		(6,667	)		(670	)
Currency translation effect		261			347			137
Balance at end of period	$	4,999		$	3,807		$	5,035

Note 8 - Assets Held for Sale

(In thousands)	2008		2007
Railcars held for sale	$	23,559	$	12,922
Railcars in transit to customer		6,787		8,958
Finished goods - parts		22,017		21,023
	$	52,363	$	42,903

44 The Greenbrier Companies 2008 Annual Report

Note 9 - Investment in Direct Finance Leases

(In thousands)	2008			2007
Future minimum receipts on lease contracts	$	15,966		$	18,212
Maintenance, insurance, and taxes		(1,201	)		(1,382	)
Net minimum lease receipts		14,765			16,830
Estimated residual values		1,461			1,687
Unearned finance charges		(7,758	)		(9,477	)
	$	8,468		$	9,040

Future minimum receipts on the direct finance lease contracts are as follows:

(In thousands)
Year ending August 31,
2009	$	2,060
2010		2,044
2011		2,043
2012		2,043
2013		1,708
Thereafter		6,068
	$	15,966

Note 10 - Equipment on Operating Leases

Equipment on operating leases is reported net of accumulated depreciation of $68.8 million and $74.5 million as of August 31, 2008 and 2007. In addition, certain railcar equipment leased-in by the Company (see Note 26) is subleased to customers under non-cancelable operating leases. Aggregate minimum future amounts receivable under all non-cancelable operating leases and subleases are as follows:

(In thousands)
Year ending August 31,
2009	$	27,155
2010		23,069
2011		19,132
2012		12,976
2013		7,097
Thereafter		26,090
	$	115,519

Certain equipment is also operated under daily, monthly or car hire arrangements. Associated revenue amounted to $28.4 million, $25.9 million and $28.6 million for the years ended August 31, 2008, 2007 and 2006.

The Greenbrier Companies 2008 Annual Report 45 

Note 11 - Property, Plant and Equipment

(In thousands)	2008			2007
Land and improvements	$	21,323		$	19,118
Machinery and equipment		157,567			148,578
Buildings and improvements		71,029			82,904
Other		37,197			25,055
		287,116			275,655
Accumulated depreciation		(150,610	)		(162,842	)
	$	136,506		$	112,813

Note 12 - Goodwill

Changes in the carrying value of goodwill for the year ended August 31, 2008 are as follows:

			Refurbishment &		Leasing &
(In thousands)	Manufacturing		Parts		Services		Total
Balance beginning of period	$	1,287	$	164,643	$	3,057	$	168,987
Additions		–		31,147		14		31,161
Balance August 31, 2008	$	1,287	$	195,790	$	3,071	$	200,148

During the year ended August 31, 2008, $31.1 million in goodwill was recorded from acquisitions as discussed in Note 3.

During 2008 the Company completed its annual review of goodwill and concluded that goodwill was not impaired.

Note 13 - Investment in Unconsolidated Subsidiaries

In June 2003, the Company acquired a 33% minority ownership interest in a joint venture which produces castings for freight cars. This joint venture is accounted for under the equity method and the investment is included in other assets on the Consolidated Balance Sheets.

Summarized financial data for the castings joint venture is as follows:

(In thousands)	2008		2007
Current assets	$	14,528	$	10,869
Total assets	$	29,538	$	27,060
Current liabilities	$	11,967	$	9,932
Equity	$	14,856	$	10,501

(In thousands)	2008		2007			2006
Revenue	$	86,293	$	80,101		$	123,086
Net earnings (loss)	$	4,355	$	(217	)	$	857

Note 14 - Revolving Notes

All amounts originating in foreign currency have been translated at the August 31, 2008 exchange rate for the following discussion. Senior secured revolving credit facilities, consisting of two components, aggregated $335.2 million as of August 31, 2008. A $290.0 million revolving line of credit is available through November 2011 to provide working capital and interim financing of equipment, principally for the United States and Mexican operations. Advances under this facility bear interest at variable rates that depend on the type of borrowing and the

46 The Greenbrier Companies 2008 Annual Report

defined ratio of debt to total capitalization. In addition, lines of credit totaling $45.2 million, with various variable rates, are available for working capital needs of the European manufacturing operation. As of August 31, 2008 these European credit facilities have maturities that range from November 30, 2008 through August 31, 2009. Approximately 50% of available borrowings for the European credit facilities have maturity dates in the second half of fiscal year 2009. European credit facility renewals are continually under negotiation and the Company currently anticipates $4.4 million to be repaid rather than renewed.

As of August 31, 2008 outstanding borrowings under these facilities aggregated $105.8 million in revolving notes and $3.7 million in letters of credit. This consists of $65.0 million in revolving notes and $3.7 million in letters of credit outstanding under the United States credit facility and $40.8 million in revolving notes under the European credit facilities. Available borrowings for all credit facilities are generally based on defined levels of inventory, receivables, and leased equipment, as well as total debt to consolidated capitalization and interest coverage ratios which as of August 31, 2008 levels would provide for maximum additional borrowing of $174.3 million.

Note 15 - Accounts Payable and Accrued Liabilities

(In thousands)	2008		2007
Trade payables	$	207,173	$	164,060
Accrued payroll and related liabilities		25,478		31,034
Accrued maintenance		17,067		20,498
Accrued warranty		11,873		15,911
Other		12,731		12,565
	$	274,322	$	244,068

Note 16 - Maintenance and Warranty Accruals

(In thousands)	2008			2007			2006
Accrued maintenance
Balance at beginning of period	$	20,498		$	22,985		$	25,464
Charged to cost of revenue		17,720			18,268			16,210
Payments		(21,151	)		(20,755	)		(18,689	)
Balance at end of period	$	17,067		$	20,498		$	22,985
Accrued warranty
Balance at beginning of period	$	15,911		$	14,201		$	15,037
Charged to cost of revenue		2,808			2, 585			3,111
Payments		(5,655	)		(3,545	)		(4,492	)
Currency translation effect		956			596			545
De-consolidation effect		(2,147	)		–			–
Acquisition		–			2,074			–
Balance at end of period	$	11,873		$	15,911		$	14,201

The Greenbrier Companies 2008 Annual Report 47 

Note 17 - Notes Payable

(In thousands)	2008		2007
Senior unsecured notes	$	235,000	$	235,000
Convertible senior notes		100,000		100,000
Term loans		160,476		125,814
Other notes payable		532		101
	$	496,008	$	460,915

Senior unsecured notes, due 2015, bear interest at a fixed rate of 83/8%, paid semi-annually in arrears on May 15^th and November 15^th of each year. Payment on the notes is guaranteed by substantially all of the Company’s domestic subsidiaries.

Convertible senior notes, due 2026, bear interest at a fixed rate of 23/8?%, paid semi-annually in arrears on May 15^th and November 15^th. The Company will also pay contingent interest of 3/8% on the notes in certain circumstances commencing with the six month period beginning May 15, 2013. Payment on the convertible notes is guaranteed by substantially all of the Company’s domestic subsidiaries. The convertible senior notes will be convertible upon the occurrence of specified events into cash and shares, if any, of Greenbrier’s common stock at an initial conversion rate of 20.8125 shares per $1,000 principal amount of the notes (which is equal to an initial conversion price of $48.05 per share). The initial conversion rate is subject to adjustment upon the occurrence of certain events, as defined. On or after May 15, 2013, Greenbrier may redeem all or a portion of the notes at a redemption price equal to 100% of the principal amount of the notes plus accrued and unpaid interest. On May 15, 2013, May 15, 2016 and May 15, 2021 and in the event of certain fundamental changes, holders may require the Company to repurchase all or a portion of their notes at a price equal to 100% of the principal amount of the notes plus accrued and unpaid interest.

On March 30, 2007, the Company issued a $100.0 million senior term note secured by a pool of leased railcars. The note bears a floating interest rate of LIBOR plus 1% with principal of $0.7 million paid quarterly in arrears and a balloon payment of $81.8 million due at the end of the seven-year loan term. On May 9, 2008, the Company issued an additional $50.0 million senior term note secured by a pool of leased railcars. The note bears a floating interest rate of LIBOR plus 1% with principal of $0.3 million paid quarterly in arrears and a balloon payment of $41.2 million due at the end of the seven-year loan term. Other term loans are due in varying installments through September 2012 and are principally unsecured. As of August 31, 2008, the effective interest rates on the term loans ranged from 3.8% to 8.4%.

The revolving and operating lines of credit, along with notes payable, contain covenants with respect to the Company and various subsidiaries, the most restrictive of which, among other things, limit the ability to: incur additional indebtedness or guarantees; pay dividends or repurchase stock; enter into sale leaseback transactions; create liens; sell assets; engage in transactions with affiliates including joint ventures and non U.S. subsidiaries, including but not limited to loans, advances, equity investments and guarantees; enter into mergers, consolidations or sales of substantially all the Company’s assets; and enter into new lines of business. The covenants also require certain minimum levels of tangible net worth, maximum ratios of debt to equity or total capitalization and minimum levels of interest coverage. Currently we are seeking a line of credit to support certain of our foreign operations due in part to current limitations in our existing loan covenants.

Interest rate swap agreements are utilized to reduce the impact of changes in interest rates on certain term loans. At August 31, 2008, such agreements had a notional amount of $8.4 million and mature in March 2011.

48 The Greenbrier Companies 2008 Annual Report

Principal payments on the notes payable are as follows:

(In thousands)
Year ending August 31,
2009	$	11,025
2010		8,749
2011		6,622
2012		4,176
2013		4,061
Thereafter		461,375
	$	496,008

Note 18 - Derivative Instruments

Foreign operations give rise to market risks from changes in foreign currency exchange rates. Foreign currency forward exchange contracts with established financial institutions are utilized to hedge a portion of that risk in Pound Sterling and Euro. Interest rate swap agreements are utilized to reduce the impact of changes in interest rates on certain debt. The Company’s foreign currency forward exchange contracts and interest rate swap agreements are designated as cash flow hedges, and therefore the unrealized gains and losses are recorded in accumulated other comprehensive loss.

At August 31, 2008 exchange rates, forward exchange contracts for the sale of Euro aggregated $65.5 million and sale of Pound Sterling aggregated $10.0 million. Adjusting the foreign currency exchange contracts to the fair value of the cash flow hedges at August 31, 2008 resulted in an unrealized pre-tax gain of $0.8 million that was recorded in accumulated other comprehensive loss. The fair value of the contracts is included in accounts payable and accrued liabilities on the Consolidated Balance Sheet. As the contracts mature at various dates through August 2009, any such gain or loss remaining will be recognized in manufacturing revenue along with the related transactions. In the event that the underlying sales transaction does not occur or does not occur in the period designated at the inception of the hedge, the amount classified in accumulated other comprehensive loss would be reclassified to the current year’s results of operations.

At August 31, 2008 exchange rates, interest rate swap agreements had a notional amount of $8.4 million and mature in March 2011. The fair value of these cash flow hedges at August 31, 2008 resulted in an unrealized pre-tax loss of $0.3 million. The loss is included in accumulated other comprehensive loss and the fair value of the contracts is included in accounts payable and accrued liabilities on the Consolidated Balance Sheet. As interest expense on the underlying debt is recognized, amounts corresponding to the interest rate swaps are reclassified from accumulated other comprehensive loss and charged or credited to interest expense. At August 31, 2008 interest rates, approximately $0.1 million would be reclassified to interest expense in the next 12 months. Subsequent to August 31, 2008, the Company entered into an additional interest rate swap agreement that was effective as of September 30, 2008. Approximately $48.0 million of term debt was swapped from a variable rate to a fixed rate of 4.24%.

Note 19 - Stockholders’ Equity

In January 2005, the stockholders approved the 2005 Stock Incentive Plan. The plan provides for the grant of incentive stock options, non-statutory stock options, restricted shares, stock units and stock appreciation rights. The maximum aggregate number of the Company’s common shares available for issuance under the plan is 1,300,000. During 2008, 2007 and 2006, the Company awarded restricted stock grants totaling 443,387, 207,592 and 70,820 shares under the 2005 Stock Incentive Plan.

The Greenbrier Companies 2008 Annual Report 49 

The following table summarizes stock option transactions for shares under option and the related weighted average option price:

				Weighted
				Average
				Option
	Shares			Price
Balance at September 1, 2005		472,820		$	7.24
Exercised		(403,424	)	$	7.29
Balance at August 31, 2006		69,396		$	6.96
Exercised		(32,736	)	$	6.24
Balance at August 31, 2007		36,660		$	7.60
Exercised		(5,000	)	$	8.69
Balance at August 31, 2008		31,660		$	7.42

At August 31, 2008 options outstanding have exercise prices ranging from $4.36 to $9.19 per share, have a remaining average contractual life of 1.0 year and options to purchase 31,660 shares were exercisable. On August 31, 2008, 2007 and 2006, 262,837, 695,224 and 877,816 shares were available for grant.

Note 20 - Earnings per Share

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

(In thousands)	2008		2007		2006
Weighted average basic common shares outstanding		16,395		16,056		15,751
Dilutive effect of employee stock options		22		38		186
Weighted average diluted common shares outstanding		16,417		16,094		15,937

Weighted average diluted common shares outstanding include the incremental shares that would be issued upon the assumed exercise of stock options. No options were anti-dilutive the years ended August 31, 2008, 2007 and 2006.

Note 21 - Related Party Transactions

We follow a policy that all proposed transactions by us with directors, officers, five percent shareholders and their affiliates will be entered into only if such transactions are on terms no less favorable to us than could be obtained from unaffiliated parties, are reasonably expected to benefit us and are approved by a majority of the disinterested, independent members of the Board of Directors.

Aircraft Usage Policy. William Furman, Director, President and Chief Executive Officer of the Company is a part owner of a fleet of private aircraft managed by a private independent management company. From time to time, the Company’s business requires charter use of privately owned aircraft. In such instances, it is possible that charters may be placed with the Company that manages Mr. Furman’s aircraft. In such event, any such use will be subject to the Company’s travel and entertainment policy and the fees paid to the management company will be no less favorable than would have been available to the Company for similar services provided by unrelated parties.

James-Furman & Company Partnership. Alan James, a former Director, and William Furman, a Director, President and Chief Executive Officer of the Company, were partners in a general partnership, James-Furman & Company (the Partnership), that, among other things, engaged in the ownership, leasing and marketing of railcars and programs for refurbishing and marketing of used railcars. As a result of Mr. James’ death, the Partnership dissolved as of January 28, 2005. The Company entered into agreements with the Partnership pursuant to which the Company managed and maintained the railcars in exchange for a fixed monthly fee that was no less favorable to the Company

50 The Greenbrier Companies 2008 Annual Report

than the fee the Company could obtain for similar services rendered to unrelated parties. The agreements between the Company and the Partnership were terminated in 2007 upon final disposition of the operating assets. The maintenance and management fees paid to the Company under such agreements were minimal in 2007 and $0.1 million in 2006. In addition, the Partnership paid the Company fees of $0.1 million in 2006 for administrative and other services.

Indebtedness of Management. Since September 1, 2007, none of our directors or executive officers has been indebted to us in excess of $60,000. In 2007, L. Clark Wood, former President of the Company’s manufacturing operations was indebted to Greenbrier Leasing Company LLC, and had executed a promissory note. The largest aggregate amount outstanding during fiscal year 2007 under such promissory note was $100,000. The note was repaid during fiscal year 2007. The promissory note was payable upon demand and secured by a mortgage on Mr. Wood’s residence. The note did not bear interest and had not been amended since its issuance in 1994.

Note 22 - Employee Benefit Plans

Defined contribution plans are available to substantially all United States employees. Contributions are based on a percentage of employee contributions and amounted to $1.8 million, $1.6 million and $1.3 million for the years ended August 31, 2008, 2007 and 2006.

Defined benefit pension plans were provided for Canadian employees covered by collective bargaining agreements. The plans provided pension benefits based on years of credited service. Contributions to the plan were actuarially determined and were intended to fund the net periodic pension cost. Expenses resulting from contributions to the plans were $2.4 million and $2.5 million for the years ended August 31, 2007 and 2006. Due to the permanent closure in April 2007 and eventual bankruptcy of our Canadian facility in March 2008, the plan was terminated.

Nonqualified deferred benefit plans exist for certain employees. Expenses resulting from contributions to the plans were $1.6 million, $1.9 million and $1.8 million for the years ended August 31, 2008, 2007 and 2006.

In accordance with Mexican Labor Law, under certain circumstances, the Company provides seniority premium benefits to its employees. These benefits consist of a one-time payment equivalent to 12 days wages for each year of service (at the employee’s most recent salary, but not to exceed twice the legal minimum wage), payable to all employees with 15 or more years of service, as well as to certain employees terminated involuntarily prior to the vesting of their seniority premium benefit.

Mexican labor law also requires the Company to provide statutorily mandated severance benefits to Mexican employees terminated under certain circumstances. Such benefits consist of a one-time payment of three months wages plus 20 days wages for each year of service payable upon involuntary termination without just cause. Costs associated with these benefits are provided for based on actuarial computations using the projected unit credit method.

The Greenbrier Companies 2008 Annual Report 51 

Note 23 - Income Taxes

Components of income tax expense of continuing operations are as follows:

(In thousands)	2008			2007			2006
Current
Federal	$	359		$	4,025		$	10,619
State		860			459			1,175
Foreign		4,154			(1,986	)		3,904
		5,373			2,498			15,698
Deferred
Federal		12,760			6,970			9,291
State		1,517			825			2,193
Foreign		7,345			(6,214	)		(5,484	)
		21,622			1,581			6,000
Change in valuation allowance		(8,445	)		9,578			–
	$	18,550		$	13,657		$	21,698

Income tax expense is computed at rates different than statutory rates. The reconciliation between effective and statutory tax rates on continuing operations is as follows:

(In thousands)	2008			2007			2006
Federal statutory rate		35.0	%		34.0	%		35.0	%
State income taxes, net of federal benefit		6.7			7.7			3.6
Impact of foreign operations		1.3			(6.8	)		(8.0	)
US tax benefit utilized upon write-off of investment in Canadian subsidiary		–			(24.1	)		–
Change in valuation allowance related to deferred tax asset		(24.8	)		28.0			–
Reversal of Canadian subsidiary’s deferred tax asset		28.4			–			–
Loss of benefit from the closing of TrentonWorks		11.6			–			–
Income tax settlement		–			–			4.1
Other		(3.7	)		1.1			0.8
		54.5	%		39.9	%		35.5	%

The Company’s income tax provision included a $3.9 million charge related to a loss of tax benefits on net operating losses generated by the Canadian subsidiary during its closure process.

52 The Greenbrier Companies 2008 Annual Report

The tax effects of temporary differences that give rise to significant portions of deferred tax assets and deferred tax liabilities are as follows:

(In thousands)	2008			2007
Deferred tax assets:
Basis in controlled foreign corporation	$	(2,518	)	$	(2,518	)
Deferred participation		(2,499	)		(2,265	)
Maintenance and warranty accruals		(8,353	)		(8,549	)
Accrued payroll and related liabilities		(4,306	)		(3,889	)
Deferred revenue		(3,680	)		(5,450	)
Inventories and other		(9,183	)		(5,895	)
Investment and asset tax credits		(531	)		(1,018	)
Net operating loss		(4,070	)		(11,756	)
		(35,140	)		(41,340	)
Deferred tax liabilities:
Fixed assets		74,686			62,707
SFAS 133 and translation adjustment		1,225			1,209
Intangibles		13,056			13,610
Other		11,167			7,443
		100,134			84,969
Valuation allowance		9,335			17,780
Net deferred tax liability	$	74,329		$	61,409

At August 31, 2008, the Company had net operating loss carryforwards of approximately $19 million for foreign income tax purposes. The ultimate realization of the deferred tax assets on net operating losses is dependent upon the generation of future taxable income before these carryforwards expire. Net operating losses in Poland expire between 2012 and 2013. Net operating losses in Mexico can be carried forward through 2018.

The cumulative net decrease in the valuation allowance for the year ended August 31, 2008 was approximately $8.4 million which included a decrease of $9.7 million relating to the Canadian subsidiary’s net operating loss generated in prior year with an offsetting decrease in deferred tax assets and an increase of $1.3 million relating to the current year net operating losses generated in Poland and Mexico. It is more likely than not that these net operating losses generated in the current year and carried forward will not be utilized in the future.

The cumulative increase of $21.4 million in the deferred tax liability during the fiscal year 2008 includes an increase of approximately $11.9 million due to ordinary operations, $9.7 million due to the reversal of a tax benefit set up on the Canadian subsidiary’s net operating loss generated in prior year, and a decrease of approximately $0.2 million due to other miscellaneous items.

United States income taxes have not been provided for approximately $17.7 million of cumulative undistributed earnings of certain foreign subsidiaries as Greenbrier plans to reinvest these earnings indefinitely in operations outside the United States.

The Greenbrier Companies 2008 Annual Report 53 

The following is a tabular reconciliation of the total amounts unrecognized tax benefits for the year.

(In thousands)	2008
Unrecognized Tax Benefit – Opening Balance	$	11,839
Gross increases – tax positions in prior period		993
Gross decreases – tax positions in prior period		–
Gross increases – tax positions in current period		–
Settlements		–
Lapse of statute of limitations		–
Unrecognized Tax Benefit – Ending Balance	$	12,832

The Company is subject to taxation in the U.S., various states and foreign jurisdictions. The Companies tax returns for 2008, 2007, 2006, 2005, 2004 and 2003 are subject to examination by the tax authorities. The Company is no longer subject to U.S. Federal, State, Local or Foreign examinations by tax authorities for years before 2003.

Note 24 - Segment Information

Greenbrier currently operates in three reportable segments: manufacturing, refurbishment & parts and leasing & services. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. Performance is evaluated based on margin. Intersegment sales and transfers are accounted for as if the sales or transfers were to third parties. While intercompany transactions are treated the same as third-party transactions to evaluate segment performance, the revenues and related expenses are eliminated in consolidation and therefore do not impact consolidated results.

54 The Greenbrier Companies 2008 Annual Report

The information in the following tables is derived directly from the segments’ internal financial reports used for corporate management purposes. Unallocated assets primarily consist of cash and short-term investments.

(In thousands)	2008			2007			2006
Revenue:
Manufacturing	$	724,072		$	776,471		$	820,783
Refurbishment & parts		535,031			389,242			106,228
Leasing & services		98,041			99,966			121,184
Intersegment eliminations		(67,065	)		(41,851	)		(94,372	)
	$	1,290,079		$	1,223,828		$	953,823
Margin:
Manufacturing	$	11,214		$	57,516		$	82,087
Refurbishment & parts		101,283			64,001			14,781
Leasing & services		49,746			57,916			60,511
	$	162,243		$	179,433		$	157,379
Assets:
Manufacturing	$	325,632		$	297,718		$	293,754
Refurbishment & parts		519,575			400,069			48,340
Leasing & services		403,889			349,942			390,270
Unallocated		7,864			25,020			144,950
	$	1,256,960		$	1,072,749		$	877,314
Depreciation and amortization:
Manufacturing	$	11,267		$	10,762		$	10,258
Refurbishment & parts		10,338			9,042			2,360
Leasing & services		13,481			13,022			12,635
	$	35,086		$	32,826		$	25,253
Capital expenditures:
Manufacturing	$	24,113		$	20,361		$	15,121
Refurbishment & parts		7,651			5,009			2,906
Leasing & services		45,880			111,924			122,542
	$	77,644		$	137,294		$	140,569

The following table summarizes selected geographic information.

(In thousands)	2008		2007		2006
Revenue:
United States	$	1,058,418	$	1,054,288	$	846,560
Foreign		231,661		169,540		107,263
	$	1,290,079	$	1,223,828	$	953,823
Identifiable assets:
United States	$	1,012,585	$	837,239	$	679,742
Canada		–		10,350		50,192
Mexico		130,295		122,154		80,447
Europe		114,080		103,006		66,933
	$	1,256,960	$	1,072,749	$	877,314

The Greenbrier Companies 2008 Annual Report 55 

Reconciliation of segment margin to earnings before income tax, minority interest and equity in unconsolidated subsidiary:

(In thousands)	2008		2007		2006
Segment margin	$	162,243	$	179,433	$	157,379
Less unallocated expenses:
Selling and administrative		85,133		83,414		70,918
Interest and foreign exchange		40,770		39,915		25,396
Special charges		2,302		21,899		–
Earnings before income tax expense, minority interest and equity in unconsolidated subsidiary	$	34,038	$	34,205	$	61,065

Note 25 - Customer Concentration

In 2008, revenue from two customers was 26% and 11% of total revenue. Revenue from one customer was 21% of total revenue for the year ended August 31, 2007 and revenue from two customers was 29% and 17% of total revenue for the year ended August 31, 2006. No other customers accounted for more than 10% of total revenues in 2008, 2007, or 2006. One customer had a balance that equaled or exceeded 10% of accounts receivable and in total represented 12% of the consolidated accounts receivable balance at August 31, 2008.

Note 26 - Lease Commitments

Lease expense for railcar equipment leased in under non-cancelable leases was $11.6 million, $7.0 million and $6.7 million for the years ended August 31, 2008, 2007 and 2006. Aggregate minimum future amounts payable under these non-cancelable railcar equipment leases are as follows:

(In thousands)
Year ending August 31,
2009	$	8,736
2010		7,510
2011		5,150
2012		3,239
2013		377
Thereafter		368
	$	25,380

Operating leases for domestic railcar repair facilities, office space and certain manufacturing and office equipment expire at various dates through September 2016. Rental expense for facilities, office space and equipment was $12.3 million, $8.7 million and $6.8 million for the years ended August 31, 2008, 2007 and 2006. Aggregate minimum future amounts payable under these non-cancelable operating leases are as follows:

(In thousands)
Year ending August 31,
2009	$	8,456
2010		6,421
2011		5,014
2012		2,574
2013		814
Thereafter		639
	$	23,918

56 The Greenbrier Companies 2008 Annual Report

Note 27 - Commitments and Contingencies

Environmental studies have been conducted of the Company’s owned and leased properties that indicate additional investigation and some remediation on certain properties may be necessary. The Company’s Portland, Oregon manufacturing facility is located adjacent to the Willamette River. The United States Environmental Protection Agency (EPA) has classified portions of the river bed, including the portion fronting Greenbrier’s facility, as a federal “National Priority List” or “Superfund” site due to sediment contamination (the Portland Harbor Site). Greenbrier and more than 80 other parties have received a “General Notice” of potential liability from the EPA relating to the Portland Harbor Site. The letter advised the Company that it may be liable for the costs of investigation and remediation (which liability may be joint and several with other potentially responsible parties) as well as for natural resource damages resulting from releases of hazardous substances to the site. At this time, ten private and public entities, including the Company, have signed an Administrative Order of Consent to perform a remedial investigation/feasibility study (RI/FS) of the Portland Harbor Site under EPA oversight, and several additional entities have not signed such consent, but are nevertheless contributing money to the effort. The study is expected to be completed in 2010. In May 2006, the EPA notified several additional entities, including other federal agencies that it is prepared to issue unilateral orders compelling additional participation in the remedial investigation. Some of those entities subsequently contributed funds to the RI/FS effort. In addition, the Company has entered into a Voluntary Clean-Up Agreement with the Oregon Department of Environmental Quality in which the Company agreed to conduct an investigation of whether, and to what extent, past or present operations at the Portland property may have released hazardous substances to the environment. The Company is also conducting groundwater remediation relating to a historical spill on the property which antedates its ownership.

Because these environmental investigations are still underway, the Company is unable to determine the amount of ultimate liability relating to these matters. Based on the results of the pending investigations and future assessments of natural resource damages, Greenbrier may be required to incur costs associated with additional phases of investigation or remedial action, and may be liable for damages to natural resources. In addition, the Company may be required to perform periodic maintenance dredging in order to continue to launch vessels from its launch ways in Portland Oregon, on the Willamette River, and the river’s classification as a Superfund site could result in some limitations on future dredging and launch activities. Any of these matters could adversely affect the Company’s business and results of operations, or the value of its Portland property.

From time to time, Greenbrier is involved as a defendant in litigation in the ordinary course of business, the outcome of which cannot be predicted with certainty. While the ultimate outcome of such legal proceedings cannot be determined at this time, the Company believes that the resolution of these actions will not have a material adverse effect on the Company’s Consolidated Financial Statements.

On April 20, 2004, BC Rail Partnership initiated litigation against the Company and TrentonWorks in the Supreme Court of Nova Scotia, alleging breach of contract and negligent manufacture and design of railcars which were involved in a 1999 derailment. No trial date has been set.

Greenbrier and a customer, SEB Finans AB (SEB), have raised performance concerns related to a component that the Company installed on 372 railcar units with an aggregate sales value of approximately $20.0 million produced under a contract with SEB. On December 9, 2005, SEB filed a Statement of Claim in an arbitration proceeding in Stockholm, Sweden, against Greenbrier alleging that the cars were defective and could not be used for their intended purpose. A settlement agreement was entered into effective February 28, 2007 pursuant to which the railcar units previously delivered were to be repaired and the remaining units completed and delivered to SEB. Greenbrier is proceeding with repairs of the railcars in accordance with the terms of the settlement agreement. Current estimates of potential costs of such repairs do not exceed amounts accrued for warranty.

When the Company acquired the assets of the Freight Wagon Division of DaimlerChrysler in January 2000, it acquired a contract to build 201 freight cars for Okombi, a European freight car leasing company. Subsequently, Okombi made breach of warranty and late delivery claims against the Company which grew out of design and certification problems. All of these issues were settled as of March 2004. Recently, new allegations have been made, the most serious of which involve cracks to the structure of the cars. Okombi has been required to remove all 201 freight cars from service, and a formal claim has been made against the Company. Legal and commercial

The Greenbrier Companies 2008 Annual Report 57 

evaluations are on-going to determine what obligations the Company might have, if any, to remedy the alleged defects.

Management intends to vigorously defend its position in each of the open foregoing cases and believes that any ultimate liability resulting from the above litigation will not materially affect the Company’s Consolidated Financial Statements.

The Company is involved as a defendant in other litigation initiated in the ordinary course of business. While the ultimate outcome of such legal proceedings cannot be determined at this time, management believes that the resolution of these actions will not have a material adverse effect on the Company’s Consolidated Financial Statements.

The Company has entered into contingent rental assistance agreements, aggregating $6.4 million, on certain railcars subject to leases that have been sold to third parties. These agreements guarantee the purchasers a minimum lease rental, subject to a maximum defined rental assistance amount, over remaining periods of up to five years. A liability is established and revenue is reduced in the period during which a determination can be made that it is probable that a rental shortfall will occur and the amount can be estimated. For the year ended August 31, 2008 $1.2 million was accrued to cover probable rental shortfall. For the years ended August 31, 2007 and 2006 no accruals were made to cover estimated obligations as management determined no rental shortfall was probable. The remaining balance of the accrued liability was $0.5 million as August 31, 2008. All of these agreements were entered into prior to December 31, 2002 and have not been modified since. The accounting for any future rental assistance agreements will comply with the guidance required by FASB Interpretation (FIN) 45 which pertains to contracts entered into or modified subsequent to December 31, 2002.

A portion of leasing & services revenue is derived from “car hire” which is a fee that a railroad pays for the use of railcars owned by other railroads or third parties. Car hire earned by a railcar is usually made up of hourly and mileage components. Railcar owners and users have the right to negotiate car hire rates. If the railcar owner and railcar user cannot come to an agreement on a car hire rate then either party has the right to call for arbitration. In arbitration both the owner’s or user’s rate is selected and that rate becomes effective for a one-year period. There is some risk that car hire rates could be negotiated or arbitrated to lower levels in the future. This could reduce future car hire revenue for the Company which amounted to $26.1 million, $23.2 million and $25.3 million in 2008, 2007 and 2006.

In accordance with customary business practices in Europe, the Company has $17.9 million in bank and third party performance, advance payment and warranty guarantee facilities, all of which have been utilized as of August 31, 2008. To date no amounts have been drawn under these performance, advance payment and warranty guarantee facilities.

At August 31, 2008, an unconsolidated subsidiary had $4.7 million of third party debt, for which the Company has guaranteed 33% or approximately $1.6 million. In the event that there is a change in control or insolvency by any of the three 33% investors that have guaranteed the debt, the remaining investors’ share of the guarantee will increase proportionately.

The Company has outstanding letters of credit aggregating $3.7 million associated with facility leases and payroll.

Note 28 - Fair Value of Financial Instruments

The estimated fair values of financial instruments and the methods and assumptions used to estimate such fair values are as follows:

	2008
	Carrying		Estimated
(In thousands)	Amount		Fair Value
Notes payable	$	496,008	$	482,423
Deferred participation	$	466	$	198

58 The Greenbrier Companies 2008 Annual Report

	2007
	Carrying		Estimated
(In thousands)	Amount		Fair Value
Notes payable	$	460,915	$	446,225
Deferred participation	$	476	$	188

The carrying amount of cash and cash equivalents, accounts and notes receivable, revolving notes, accounts payable and accrued liabilities, foreign currency forward contracts and interest rate swaps is a reasonable estimate of fair value of these financial instruments. Estimated rates currently available to the Company for debt with similar terms and remaining maturities are used to estimate the fair value of notes payable. The fair value of deferred participation is estimated by discounting the estimated future cash payments using the Company’s estimated incremental borrowing rate.

Note 29 - Guarantor/Non Guarantor

The $235 million combined senior unsecured notes (the Notes) issued on May 11, 2005 and November 21, 2005 and $100 million of convertible senior notes issued on May 22, 2006 are fully and unconditionally and jointly and severally guaranteed by substantially all of Greenbrier’s material wholly owned United States subsidiaries: Autostack Company LLC, Greenbrier-Concarril, LLC, Greenbrier Leasing Company LLC, Greenbrier Leasing Limited Partner, LLC, Greenbrier Management Services, LLC, Greenbrier Leasing, L.P., Greenbrier Railcar LLC, Gunderson LLC, Gunderson Marine LLC, Gunderson Rail Services LLC, Meridian Rail Holdings Corp., Meridian Rail Acquisition Corp., Meridian Rail Mexico City Corp., Brandon Railroad LLC and Gunderson Specialty Products, LLC. No other subsidiaries guarantee the Notes.

The following represents the supplemental consolidated condensed financial information of Greenbrier and its guarantor and non guarantor subsidiaries, as of August 31, 2008 and 2007 and for the years ended August 31, 2008, 2007 and 2006. The information is presented on the basis of Greenbrier accounting for its ownership of its wholly owned subsidiaries using the equity method of accounting. The equity method investment for each subsidiary is recorded by the parent in intangibles and other assets. Intercompany transactions of goods and services between the guarantor and non guarantor subsidiaries are presented as if the sales or transfers were at fair value to third parties and eliminated in consolidation.

The condensed consolidating statement of cash flows for the years ended August 31, 2007 and 2006 has been restated with respect to the presentation of transactions that are settled on a net basis through the Company’s intercompany payables and receivables. The Company had previously presented intercompany advances and investment in subsidiaries between the parent and its guarantor and non-guarantor subsidiaries as operating activities. These transactions are now presented in financing and investing activities. As any changes in the classification between operating, investing and financing are eliminated in consolidation, there is no impact to the Consolidated Statement of Cash Flows for the years ended August 31, 2007 and 2006.

The Greenbrier Companies 2008 Annual Report 59 

The Greenbrier Companies, Inc.

    Condensed Consolidating Balance Sheet

    For the year ended August 31, 2008

							Combined
				Combined			Non-
				Guarantor			Guarantor
(In thousands)	Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Assets
Cash and cash equivalents	$	–		$	1,593		$	4,364		$	–		$	5,957
Restricted cash		–			–			1,231			–			1,231
Accounts receivable		165,118			(22,604	)		39,341			2			181,857
Inventories		–			143,557			108,491			–			252,048
Assets held for sale		–			45,205			7,158			–			52,363
Investment in direct finance leases		–			8,468			–			–			8,468
Equipment on operating leases		–			321,210			–			(1,889	)		319,321
Property, plant and equipment		4,002			89,157			43,347			–			136,506
Goodwill		–			200,012			–			136			200,148
Intangibles and other assets		510,889			118,952			3,803			(534,583	)		99,061
	$	680,009		$	905,550		$	207,735		$	(536,334	)	$	1,256,960
Liabilities and Stockholders’ Equity
Revolving notes	$	65,000		$	–		$	40,808		$	–		$	105,808
Accounts payable and accrued liabilities		(7,486	)		187,440			95,064			(696	)		274,322
Losses in excess of investment in de-consolidated subsidiary		15,313			–			–			–			15,313
Deferred income taxes		6,385			71,717			(3,206	)		(567	)		74,329
Deferred revenue		931			16,094			5,010			–			22,035
Notes payable		339,339			152,654			4,015			–			496,008
Minority interest		–			–			(27	)		8,645			8,618
Stockholders’ Equity		260,527			477,645			66,071			(543,716	)		260,527
	$	680,009		$	905,550		$	207,735		$	(536,334	)	$	1,256,960

60 The Greenbrier Companies 2008 Annual Report

The Greenbrier Companies, Inc.

    Condensed Consolidating Statement of Operations

    For the year ended August 31, 2008

							Combined
				Combined			Non-
				Guarantor			Guarantor
(In thousands)	Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Revenue
Manufacturing	$	1,869		$	368,285		$	543,526		$	(248,587	)	$	665,093
Refurbishment & parts		–			527,413			53			–			527,466
Leasing & services		1,162			96,854			–			(496	)		97,520
		3,031			992,552			543,579			(249,083	)		1,290,079
Cost of revenue
Manufacturing		600			371,940			529,743			(248,404	)		653,879
Refurbishment & parts		–			426,138			45			–			426,183
Leasing & services		–			47,836			–			(62	)		47,774
		600			845,914			529,788			(248,466	)		1,127,836
Margin		2,431			146,638			13,791			(617	)		162,243
Other costs
Selling and administrative		32,927			35,601			16,606			(1	)		85,133
Interest and foreign exchange		28,043			5,946			7,280			(499	)		40,770
Special charges		–			–			2,302			–			2,302
		60,970			41,547			26,188			(500	)		128,205
Earnings (loss) before income taxes, minority interest and equity in unconsolidated subsidiaries		(58,539	)		105,091			(12,397	)		(117	)		34,038
Income tax (expense) benefit		25,627			(42,194	)		(3,146	)		1,163			(18,550	)
		(32,912	)		62,897			(15,543	)		1,046			15,488
Minority interest		–			–			20			3,162			3,182
Equity in earnings (loss) of unconsolidated subsidiaries		52,454			4,359			–			(55,941	)		872
Net earnings	$	19,542		$	67,256		$	(15,523	)	$	(51,733	)	$	19,542

The Greenbrier Companies 2008 Annual Report 61 

The Greenbrier Companies, Inc.

    Condensed Consolidating Statement of Cash Flows

    For the year ended August 31, 2008

							Combined
				Combined			Non-
				Guarantor			Guarantor
(In thousands)	Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net earnings (loss)	$	19,542		$	67,256		$	(15,523	)	$	(51,733	)	$	19,542
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
Deferred income taxes		1,428			12,165			(245	)		(429	)		12,919
Depreciation and amortization		668			27,501			6,979			(62	)		35,086
Gain on sales of equipment		–			(8,007	)		–			(3	)		(8,010	)
Special charges		–			–			2,302			–			2,302
Minority interest		–			–			(21	)		(3,107	)		(3,128	)
Other		(136	)		428			44			–			336
Decrease (increase) in assets:
Accounts receivable		4			(6,538	)		(1,084	)		(3	)		(7,621	)
Inventories		–			(25,099	)		(4,593	)		–			(29,692	)
Assets held for sale		–			(17,525	)		6,904			–			(10,621	)
Other		1,086			(3,638	)		19,123			(19,271	)		(2,700	)
Increase (decrease) in liabilities:
Accounts payable and accrued liabilities		20,108			3,375			(987	)		(695	)		21,801
Deferred revenue		(155	)		9,257			(7,198	)		–			1,904
Net cash provided by (used in) operating activities		42,545			59,175			5,701			(75,303	)		32,118
Cash flows from investing activities:
Principal payments received under direct finance leases		–			375			–			–			375
Proceeds from sales of equipment		–			14,598			–			–			14,598
Investment in and net advances to unconsolidated subsidiaries		(71,735	)		(2,629	)		–			75,222			858
Acquisitions, net of cash acquired		–			(91,166	)		–			–			(91,166	)
De-consolidation of subsidiary								(1,217	)					(1,217	)
Use of restricted cash		–			–			2,046			–			2,046
Capital expenditures		(2,379	)		(55,922	)		(19,434	)		91			(77,644	)
Net cash provided by (used in) investing activities		(74,114	)		(134,744	)		(18,605	)		75,313			(152,150	)
Cash flows from financing activities:
Changes in revolving notes		65,000			–			(9,486	)		–			55,514
Intercompany advances		(42,735	)		31,576			11,159			–			–
Proceeds from issuance of notes payable		–			49,613			–			–			49,613
Repayments of notes payable		(1,349	)		(4,278	)		(1,292	)		–			(6,919	)
Dividends paid		(5,261	)		–			–			–			(5,261	)
Stock options exercised and restricted stock awards		4,007			–			–			–			4007
Excess tax expense of stock options exercised		(76	)		–			–			–			(76	)
Investment by joint venture partner		–			–			6,600			–			6,600
Net cash provided by financing activities		19,586			76,911			6,981			–			103,478
Effect of exchange rate changes		(3,439	)		251			4,901			(10	)		1,703
Increase (decrease) in cash and cash equivalents		(15,422	)		1,593			(1,022	)		–			(14,851	)
Cash and cash equivalents
Beginning of period		15,422			–			5,386			–			20,808
End of period	$	–		$	1,593		$	4,364		$	–		$	5,957

62 The Greenbrier Companies 2008 Annual Report

The Greenbrier Companies, Inc.

    Condensed Consolidating Balance Sheet

    For the year ended August 31, 2007

						Combined
				Combined		Non-
				Guarantor		Guarantor
(In thousands)	Parent			Subsidiaries		Subsidiaries			Eliminations			Consolidated
Assets
Cash and cash equivalents	$	15,422		$	–	$	5,386		$	–		$	20,808
Restricted cash		–			–		2,693			–			2,693
Accounts receivable		122,388			8,893		27,825			(2,068	)		157,038
Inventories		–			102,529		92,354			–			194,883
Assets held for sale		–			28,841		14,062			–			42,903
Investment in direct finance leases		–			9,040		–			–			9,040
Equipment on operating leases		–			296,189		–			(1,863	)		294,326
Property, plant and equipment		2,191			78,894		31,728			–			112,813
Goodwill		–			168,851		–			136			168,987
Intangibles and other assets		436,709			89,685		2,406			(459,542	)		69,258
	$	576,710		$	782,922	$	176,454		$	(463,337	)	$	1,072,749
Liabilities and Stockholders’ Equity
Revolving notes	$	–		$	–	$	39,568		$	–		$	39,568
Accounts payable and accrued liabilities		(12,280	)		177,251		76,810			(2,068	)		239,713
Participation		–			4,355		–			–			4,355
Deferred income taxes		4,957			59,551		(2,959	)		(139	)		61,410
Deferred revenue		1,086			7,310		9,656			–			18,052
Notes payable		340,688			106,926		13,301			–			460,915
Minority interest		–			6,750		–			(1,604	)		5,146
Stockholders’ Equity		242,259			420,779		40,078			(459,526	)		243,590
	$	576,710		$	782,922	$	176,454		$	(463,337	)	$	1,072,749

The Greenbrier Companies 2008 Annual Report 63 

The Greenbrier Companies, Inc.

    Condensed Consolidating Statement of Operations

    For the year ended August 31, 2007

							Combined
				Combined			Non-
				Guarantor			Guarantor
(In thousands)	Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Revenue
Manufacturing	$	(2,802	)	$	540,163		$	482,598		$	(281,535	)	$	738,424
Refurbishment & parts		–			381,151			519			–			381,670
Leasing & services		1,334			101,631			–			769			103,734
		(1,468	)		1,022,945			483,117			(280,766	)		1,223,828
Cost of revenue
Manufacturing		–			497,909			464,466			(281,467	)		680,908
Refurbishment & parts		–			317,265			404						317,669
Leasing & services		–			45,882			–			(64	)		45,818
		–			861,056			464,870			(281,531	)		1,044,395
Margin		(1,468	)		161,889			18,247			765			179,433
Other costs
Selling and administrative		33,615			34,200			15,596			3			83,414
Interest and foreign exchange		32,626			2,691			4,628			(30	)		39,915
Special charges		35			635			21,229			–			21,899
		66,276			37,526			41,453			(27	)		145,228
Earnings (loss) before income taxes, minority interest and equity in unconsolidated subsidiaries		(67,744	)		124,363			(23,206	)		792			34,205
Income tax (expense) benefit		36,243			(49,298	)		(294	)		(308	)		(13,657	)
		(31,501	)		75,065			(23,500	)		484			20,548
Minority interest		–			–			(100	)		1,604			1,504
Equity in earnings (loss) of unconsolidated subsidiaries		53,511			2,734			–			(56,287	)		(42	)
Net earnings	$	22,010		$	77,799			(23,600	)	$	(54,199	)	$	22,010

64 The Greenbrier Companies 2008 Annual Report

The Greenbrier Companies, Inc.

    Condensed Consolidating Statement of Cash Flows

    For the year ended August 31, 2007

							Combined
				Combined			Non-
				Guarantor			Guarantor
(In thousands)	Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net earnings (loss)	$	22,010		$	77,799		$	(23,600	)	$	(54,199	)	$	22,010
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
Deferred income taxes		2,254			5,055			3,026			308			10,643
Depreciation and amortization		221			26,634			6,035			(64	)		32,826
Gain on sales of equipment		–			(12,608	)		–			(792	)		(13,400	)
Special charges		35			635			21,229			–			21,899
Minority interest		–			6,750			–			(8,354	)		(1,604	)
Other		–			89			116			–			205
Decrease (increase) in assets:
Accounts receivable		32,882			(51,660	)		(1,212	)		2,107			(17,883	)
Inventories		–			5,654			8,606			–			14,260
Assets held for sale		–			8,087			(3,709	)		–			4,378
Other		(494	)		(67	)		149			1			(411	)
Increase (decrease) in liabilities:
Accounts payable and accrued liabilities		(23,426	)		15,068			(14,135	)		(2,107	)		(24,600	)
Deferred revenue		(155	)		(5,435	)		3,594			–			(1,996	)
Net cash provided by (used in) operating activities		33,327			76,001			99			(63,100	)		46,327
Cash flows from investing activities:
Principal payments received under direct finance leases		–			511			–			–			511
Proceeds from sales of equipment		–			119,695			–			–			119,695
Investment in and net advances to unconsolidated subsidiaries		(60,260	)		(3,625	)		–			63,036			(849	)
Acquisitions, net of cash acquired		–			(268,184	)		–			–			(268,184	)
Decrease in restricted cash		–			–			(454	)		–			(454	)
Capital expenditures		(2,388	)		(118,691	)		(16,279	)		64			(137,294	)
Net cash provided by (used in) investing activities		(62,648	)		(270,294	)		(16,733	)		63,100			(286,575	)
Cash flows from financing activities:
Changes in revolving notes		–			–			15,007			–			15,007
Intercompany advances		(90,082	)		93,069			(2,987	)		–			–
Proceeds from issuance of notes payable		(71	)		99,512			–			–			99,441
Repayments of notes payable		(1,241	)		(3,020	)		(1,127	)		–			(5,388	)
Repayments of subordinated debt		–			(2,091	)		–			–			(2,091	)
Dividends paid		(5,144	)		–			–			–			(5,144	)
Stock options exercised and restricted stock awards		3,489			–			–			–			3,489
Excess tax benefit of stock options exercised		3,719			–			–			–			3,719
Investment by joint venture partner		–			6,750			–			–			6,750
Net cash provided by financing activities		(89,330	)		194,220			10,893			–			115,783
Effect of exchange rate changes		378			38			1,963			–			2,379
Increase (decrease) in cash and cash equivalents		(118,273	)		(35	)		(3,778	)		–			(122,086	)
Cash and cash equivalents
Beginning of period		133,695			35			9,164			–			142,894
End of period	$	15,422		$	–		$	5,386		$	–		$	20,808

The Greenbrier Companies 2008 Annual Report 65 

The Greenbrier Companies, Inc.

    Condensed Consolidating Statement of Operations

    For the year ended August 31, 2006

							Combined
				Combined			Non-
				Guarantor			Guarantor
(In thousands)	Parent			Subsidiaries			Subsidiaries		Eliminations			Consolidated
Revenue
Manufacturing	$	11,250		$	485,382		$	491,789	$	(239,603	)	$	748,818
Refurbishment & parts		–			102,358			131		(18	)		102,471
Leasing and services		4,839			99,745			–		(2,050	)		102,534
		16,089			687,485			491,920		(241,671	)		953,823
Cost of revenue
Manufacturing		10,191			428,164			467,329		(238,953	)		666,731
Refurbishment & parts		–			87,574			116		–			87,690
Leasing and services		–			42,094			–		(71	)		42,023
		10,191			557,832			467,445		(239,024	)		796,444
Margin		5,898			129,653			24,475		(2,647	)		157,379
Other costs
Selling and administrative		17,258			42,116			11,545		(1	)		70,918
Interest and foreign exchange		23,432			3,266			1,244		(2,546	)		25,396
		40,690			45,382			12,789		(2,547	)		96,314
Earnings (loss) before income tax, minority interest and equity in earnings (loss) of unconsolidated subsidiaries		(34,792	)		84,271			11,686		(100	)		61,065
Income tax (expense) benefit		11,169			(34,276	)		1,361		48			(21,698	)
		(23,623	)		49,995			13,047		(52	)		39,367
Equity in earnings (loss) of unconsolidated subsidiaries		63,159			8,189			–		(71,179	)		169
Earnings from continuing operations		39,536			58,184			13,047		(71,231	)		39,536
Earnings from discontinued operations (net of tax)		62			–			–		–			62
Net earnings	$	39,598		$	58,184		$	13,047	$	(71,231	)	$	39,598

66 The Greenbrier Companies 2008 Annual Report

The Greenbrier Companies, Inc.

    Condensed Consolidating Statement of Cash Flows

    For the year ended August 31, 2006

							Combined
				Combined			Non-
				Guarantor			Guarantor
(In thousands)	Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net earnings (loss)	$	39,598		$	58,184		$	13,047		$	(71,231	)	$	39,598
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
Earnings from discontinued operations		(62	)		–			–			–			(62	)
Deferred income taxes		1,752			9,531			(5,342	)		(48	)		5,893
Depreciation and amortization		56			19,510			5,759			(72	)		25,253
Gain on sales of equipment		–			(10,942	)		–			(6	)		(10,948	)
Other		–			99			180			(1	)		278
Decrease (increase) in assets:
Accounts receivable		(32,924	)		29,436			18,932			(6,496	)		8,948
Inventories		–			(8,879	)		(28,638	)		–			(37,517	)
Assets held for sale		–			(5,356	)		6,113			(601	)		156
Other		880			27,804			1,465			(27,572	)		2,577
Increase (decrease) in liabilities:
Accounts payable and accrued liabilities		1,664			(22,038	)		15,456			(42	)		(4,9600
Deferred revenue		(155	)		5,644			4,837			–			10,326
Net cash provided by (used in) operating activities		10,809			102,993			31,809			(106,069	)		39,542
Cash flows from investing activities:
Principal payments received under direct finance leases		–			2,048			–			–			2,048
Proceeds from sales of equipment		–			28,863			–			–			28,863
Investment in and net advances to unconsolidated subsidiaries		(95,367	)		(7,470	)		–			103,387			550
Decrease in restricted cash		–			–			(1,958	)		–			(1,958	)
Capital expenditures		–			(132,934	)		(8,412	)		777			(140,569	)
Net cash provided by (used in) investing activities		(95,367	)		(109,493	)		(10,370	)		104,164			(111,066	)
Cash flows from financing activities:
Changes in revolving notes		–			–			8,965			–			8,965
Intercompany advances		(4,980	)		23,562			(18,582	)		–			–
Proceeds from issuance of notes Payable		154,567			–			–			–			154,567
Repayments of notes payable		(1,143	)		(11,055	)		(7,493	)		6,500			(13,191	)
Repayments of subordinated debt		–			(6,526	)		–			–			(6,526	)
Dividends paid		(5,042	)		–			–			–			(5,042	)
Stock options exercised and restricted stock awards		5,757			–			–			–			5,757
Tax benefit of stock options exercised		2,600			–			–			–			2,600
Purchase of subsidiary’s shares subject to mandatory redemption		–			–			–			(4,636	)		(4,636	)
Net cash provided by (used in ) financing activities		151,759			5,981			(17,110	)		1,864			142,494
Effect of exchange rate changes		(266	)		81			(1,095	)		–			(1,280	)
Increase (decrease) in cash and cash equivalents		66,935			(438	)		3,234			(41	)		69,690
Cash and cash equivalents
Beginning of period		66,760			473			5,930			41			73,204
End of period	$	133,695		$	35		$	9,164		$	–		$	142,894

The Greenbrier Companies 2008 Annual Report 67 

Quarterly Results of Operations (Unaudited)

Operating results by quarter for 2008 are as follows:

(In thousands, except per share amount)	First			Second			Third			Fourth			Total
2008
Revenue
Manufacturing	$	159,194		$	123,394		$	201,825		$	180,680		$	665,093
Refurbishment & parts		103,889			112,576			152,367			158,634			527,466
Leasing & services		23,295			23,603			27,914			22,708			97,520
		286,378			259,573			382,106			362,022			1,290,079
Cost of revenue
Manufacturing		150,565			118,225			200,813			184,276			653,879
Refurbishment & parts		87,951			94,396			120,442			123,394			426,183
Leasing & services		11,925			12,279			12,218			11,352			47,774
		250,441			224,900			333,473			319,022			1,127,836
Margin		35,937			34,673			48,633			43,000			162,243
Other costs
Selling and administrative		20,184			21,000			23,407			20,542			85,133
Interest and foreign exchange		10,419			9,854			9,990			10,507			40,770
Special charges		189			2,112			–			1			2,302
		30,792			32,966			33,397			31,050			128,205
Earnings before income tax, minority interest and equity in unconsolidated subsidiary		5,145			1,707			15,236			11,950			34,038
Income tax expense		(2,956	)		(1,904	)		(7,573	)		(6,117	)		(18,550	)
Minority interest		375			1,367			272			1,168			3,182
Equity in earnings of unconsolidated		78			253			191			350			872
subsidiary
Net earnings	$	2,642		$	1,423		$	8,126		$	7,351		$	19,542
Basic earnings per common share:	$	0.16		$	0.09		$	0.49		$	0 .45		$	1.19
Diluted earnings per common share:	$	0.16		$	0.09		$	0.49		$	0 .45		$	1.19

68 The Greenbrier Companies 2008 Annual Report

Quarterly Results of Operations (Unaudited)

Operating results by quarter for 2007 are as follows:

(In thousands, except per share amount)	First			Second			Third			Fourth			Total
2007
Revenue
Manufacturing	$	168,692		$	119,201		$	241,399		$	209,132		$	738,424
Refurbishment & parts		51,236			95,311			118,213			116,910			381,670
Leasing & services		26,695			25,466			26,994			24,579			103,734
		246,623			239,978			386,606			350,621			1,223,828
Cost of revenue
Manufacturing		161,688			115,822			221,203			182,195			680,908
Refurbishment & parts		45,007			80,114			96,288			96,260			317,669
Leasing & services		10,811			12,220			11,339			11,448			45,818
		217,506			208,156			328,830			289,903			1,044,395
Margin		29,117			31,822			57,776			60,718			179, 433
Other costs
Selling and administrative		17,124			18,800			20,092			27,398			83,414
Interest and foreign exchange		9,641			10,416			10,930			8,928			39,915
Special charges		–			16,485			3,091			2,323			21,899
		26,765			45,701			34,113			38,649			145,228
Earnings (loss) before income tax, minority interest and equity in unconsolidated subsidiary		2,352			(13,879	)		23,663			22,069			34,205
Income tax benefit (expense)		(580	)		8,229			(11,047	)		(10,259	)		(13,657	)
Minority interest		(2	)		42			178			1,286			1,504
Equity in earnings (loss) of unconsolidated subsidiary		100			(463	)		223			98			(42	)
Net earnings (loss)	$	1,870		$	(6,071	)	$	13,017		$	13,194		$	22,010
Basic earnings (loss) per common share:	$	0.12		$	(0.38	)	$	0.81		$	0.82		$	1.37
Diluted earnings (loss) per common share:	$	0.12		$	(0.38	)	$	0.81		$	0.82		$	1.37

The Greenbrier Companies 2008 Annual Report 69 

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders

The Greenbrier Companies, Inc.

We have audited the accompanying consolidated balance sheets of The Greenbrier Companies, Inc. and subsidiaries (the “Company”) as of August 31, 2008 and 2007, and the related consolidated statements of income, stockholders’ equity, and cash flows for each of the three years in the period ended August 31, 2008. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of The Greenbrier Companies, Inc. and subsidiaries as of August 31, 2008 and 2007, and the results of their operations and their cash flows for each of the three years in the period ended August 31, 2008, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of August 31, 2008, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated November 6, 2008 expressed an unqualified opinion on the Company’s internal control over financial reporting.

Portland, Oregon

November 6, 2008

Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

70 The Greenbrier Companies 2008 Annual Report

Item 9a.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management has evaluated, under the supervision and with the participation of our President and Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (the Exchange Act). Based on that evaluation, our President and Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner, and (2) accumulated and communicated to our management, including our President and Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Controls

There have been no material changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting

Management of The Greenbrier Companies, Inc. together with its consolidated subsidiaries (the Company), is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s principal executive and principal financial officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America.

As of the end of the Company’s 2008 fiscal year, management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the framework established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management has determined that the Company’s internal control over financial reporting as of August 31, 2008 is effective.

During fiscal 2008, the Company acquired two operations as discussed in the Note 3 of the Company’s Consolidated Financial Statements. Management has excluded these acquisitions from its assessment of internal control over financial reporting as of August 31, 2008 as it was determined that Management could not complete an assessment of the internal control over financial reporting of the acquired businesses in the period between the acquisition dates and the date of management’s assessment. Total assets and revenues of these entities represent approximately 4% of the related Consolidated Financial Statement amounts as of and for the fiscal year ended August 31, 2008.

Inherent Limitations on Effectiveness of Controls

The Company’s management, including the Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

The Greenbrier Companies 2008 Annual Report 71 

Report Of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders

The Greenbrier Companies, Inc

We have audited the internal control over financial reporting of The Greenbrier Companies, Inc. and subsidiaries (the “Company”) as of August 31, 2008, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. As described in “Management’s Report on Internal Control over Financial Reporting,” management excluded from its assessment the internal control over financial reporting at Roller Bearing Industries and American Allied Railway Equipment Company, which were acquired on April 4, 2008 and March 28, 2008, respectively, and whose financial statements constitute approximately 4% of total assets, 4% of total revenues, and 27% of total net income, of the consolidated financial statement amounts as of and for the year ended August 31, 2008. Accordingly, our audit did not include the internal control over financial reporting at Roller Bearing Industries and American Allied Railway Equipment Company. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Management’s Report on Internal Control over Financial Reporting”. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of August 31, 2008, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended August 31, 2008 of the Company and our report dated November 6, 2008 expressed an unqualified opinion on those financial statements.

Portland, Oregon

November 6, 2008

Item 9b.  OTHER INFORMATION

None

72 The Greenbrier Companies 2008 Annual Report

PART III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

There is hereby incorporated by reference the information under the captions “Election of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance” and “Executive Officers of the Company” in the Company’s definitive Proxy Statement to be filed pursuant to Regulation 14A, which Proxy Statement is anticipated to be filed with the Securities and Exchange Commission within 120 days after the end of Registrant’s year ended August 31, 2008.

Item 11.  EXECUTIVE COMPENSATION

There is hereby incorporated by reference the information under the caption “Executive Compensation” in Registrant’s definitive Proxy Statement to be filed pursuant to Regulation 14A, which Proxy Statement is anticipated to be filed with the Securities and Exchange Commission within 120 days after the end of Registrant’s year ended August 31, 2008.

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS

There is hereby incorporated by reference the information under the captions “Voting” and “Security Ownership of Certain Beneficial Owners and Management” in Registrant’s definitive Proxy Statement to be filed pursuant to Regulation 14A, which Proxy Statement is anticipated to be filed with the Securities and Exchange Commission within 120 days after the end of Registrant’s year ended August 31, 2008.

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

There is hereby incorporated by reference the information under the caption “Certain Relationships and Related Party Transactions” in Registrant’s definitive Proxy Statement to be filed pursuant to Regulation 14A, which Proxy Statement is anticipated to be filed with the Securities and Exchange Commission within 120 days after the end of Registrant’s year ended August 31, 2008.

Item 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES

There is hereby incorporated by reference the information under the caption “Ratification of Appointment of Auditors” in Registrant’s definitive Proxy Statement to be filed pursuant to Regulation 14A, which Proxy Statement is anticipated to be filed with the Securities and Exchange Commission within 120 days after the end of the Registrant’s year ended August 31, 2008.

The Greenbrier Companies 2008 Annual Report 73 

PART IV

Item 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

           (1) Financial Statements

           See Consolidated Financial Statements in Item 8

(a)      (2) Financial Statements Schedule*

           Condensed Financial Information of Registrant

*  All other schedules have been omitted because they are inapplicable, not required or because the information is given in the Consolidated Financial Statements or notes thereto. This supplemental schedule should be read in conjunction with the Consolidated Financial Statements and notes thereto included in this report.

(a)    (3) The following exhibits are filed herewith and this list is intended to constitute the exhibit index:

3	.1	Registrant’s Articles of Incorporation are incorporated herein by reference by Exhibit 3.1 to the Registrant’s Form 10-Q filed April 5, 2006.
3	.2	Articles of Merger amending the Registrant’s Articles of Incorporation, is incorporated herein by reference to Exhibit 3.2 to the Registrant’s Form 10-Q filed April 5, 2006.
3	.3	Registrant’s Bylaws, as amended January 11, 2006, are incorporated herein by reference to Exhibit 3.3 to the Registrant’s Form 10-Q filed April 5, 2006.
3	.4	Amendment to the Registrant’s Bylaws dated October 31, 2006, is incorporated herein by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed November 6, 2006.
3	.5	Amendment to the Registrant’s Bylaws dated January 8, 2008, is incorporated herein by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed November 8, 2007.
3	.6	Amendment to the Registrant’s Bylaws dated April 8, 2008, is incorporated herein by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed April 11, 2008.
4	.1	Indenture between the Registrant, AutoStack Corporation, Greenbrier-Concarril, LLC, Greenbrier Leasing Corporation, Greenbrier Leasing Limited Partner, LLC, Greenbrier Management Services, LLC, Greenbrier Leasing, L.P., Greenbrier Railcar, Inc., Gunderson, Inc., Gunderson Marine, Inc., Gunderson Rail Services, Inc., Gunderson Specialty Products, LLC and U.S. Bank National Association as Trustee dated May 11, 2005, is incorporated herein by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed May 13, 2005.
4	.2	Indenture between the Registrant, the Guarantors named therein and U.S. Bank National Association as Trustee dated May 22, 2006, is incorporated herein by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed May 25, 2006.
4	.3	Rights Agreement, dated as of July 13, 2004, between the Registrant and EquiServe Trust Company, N.A., as Rights Agent, is incorporated herein by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form 8-A filed September 16, 2004.
4	.4	Amendment No. 1, dated November 9, 2004, to the Rights Agreement, dated as of July 13, 2004, is incorporated herein by reference to Exhibit 4.2 to the Registrant’s Form 8-K filed November 15, 2004.
4	.5	Amendment No. 2, dated February 5, 2005, to the Rights Agreement, dated as of July 13, 2004, is incorporated herein by reference to Exhibit 4.3 to the Registrant’s Form 8-K filed February 9, 2005.
10	.1	Registration Rights Agreement among the Registrant and Banc of America Securities LLC and Bear, Stearns & Co. Inc., dated May 11, 2005, is incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed May 13, 2005.
10	.2	Registration Rights Agreement among the Registrant and Banc of America LLC and Bear, Stearns & Co. Inc., dated November 21, 2005, is incorporated herein by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed December 1, 2005.

74 The Greenbrier Companies 2008 Annual Report

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (continued)

10	.3	Registration Rights Agreement among the Registrant, the Guarantors named therein, Bear, Stearns & Co. Inc. and Banc of America Securities LLC, dated May 22, 2006, is incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed May 25, 2006.
10	.4	Purchase Agreement among the Registrant, the Guarantors named therein, Bear, Stearns & Co. Inc., and Banc of America Securities LLC, as initial purchasers, and the guaranteeing subsidiaries named therein, dated May 17, 2006, is incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed May 18, 2006.
10	.5	Purchase Agreement among the Registrant and Banc of America Securities LLC and Bear, Stearns & Co. Inc., as initial purchasers, dated November 16, 2005, is incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed December 1, 2005.
10	.6*	Employment Agreement dated April 7, 2006 between Mr. Mark Rittenbaum and Registrant, is incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed April 13, 2006.
10	.7*	Amendment dated June 24, 2008 to Employment Agreement dated April 7, 2006 between Mark Rittenbaum and Registrant.
10	.8*	Employment Agreement dated April 20, 2005 between the Registrant and Mr. William A. Furman, is incorporated herein by reference herein to Exhibit 10.1 to the Registrant’s Form 8-K filed April 20, 2005.
10	.9*	Amendment dated May 11, 2006 to Employment Agreement between Mr. William A. Furman and Registrant dated April 20, 2005, is incorporated by reference herein to Exhibit 10.1 to the Registrant’s Form 8-K filed May 12, 2006.
10	.10*	Amendment dated November 1, 2006 to Employment Agreement between the Registrant and Mr. William A. Furman dated April 20, 2005 is incorporated herein by reference to Exhibit 10.1 of the Registrant’s Form 8-K filed November 6, 2006.
10	.11*	Amendment dated June 5, 2008 to Employment Agreement between the Registrant and William A. Furman.
10	.12*	Employment Agreement dated May 11, 2006 between Robin Bisson and Registrant, is incorporated herein by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed May 12, 2006.
10	.13*	Employment Agreement between Timothy A. Stuckey and Registrant.
10	.14*	2007 Restated Greenbrier Leasing Corporation’s Manager Owned Target Benefit Plan.
10	.15	Form of Agreement concerning Indemnification and Related Matters (Directors) between Registrant and its directors.
10	.16	Form of Agreement concerning Indemnification and Related Matters (Officers) between Registrant and its officers.
10	.17*	Stock Incentive Plan — 2000, dated as of April 6, 1999 is incorporated herein by reference to Exhibit 10.23 to the Registrant’s Annual Report on Form 10-K filed November 24, 1999.
10	.18*	Amendment No. 1 to the Stock Incentive Plan — 2000, is incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed April 11, 2001.
10	.19*	Amendment No. 2 to the Stock Incentive Plan — 2000, is incorporated herein by reference to Exhibit 10.2 to the Registrant’s Form 10-Q filed April 11, 2001.
10	.20*	Amendment No 3 to the Stock Incentive Plan — 2000, is incorporated herein by reference to Exhibit 10.25 to the Registrant’s Form 10-K filed November 27, 2002.
10	.21	The Greenbrier Companies Code of Business Conduct and Ethics.
10	.22*	Employment Agreement dated April 7, 2008 between James T. Sharp and Registrant, is incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed April 11, 2008.
10	.23*	Amendment dated June 26, 2008 to Employment Agreement dated April 7, 2008 between James T. Sharp and Registrant.
10	.24*	Form of Employee Restricted Share Agreement (5 year vesting) related to the 2005 Stock Incentive Plan.
10	.25*	Form of Employee Restricted Share Agreement (time and performance vesting) related to the 2005 Stock Incentive Plan.

The Greenbrier Companies 2008 Annual Report 75 

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (continued)

10	.26*	Form of Change of Control Agreement for Senior Managers.
10	.27*	2004 Employee Stock Purchase Plan is incorporated herein by reference to Appendix B to the Registrant’s Proxy Statement on Schedule 14A filed November 25, 2003.
10	.28*	2005 Stock Incentive Plan is incorporated herein by reference to Appendix C to the Registrant’s Proxy Statement on Schedule 14A filed November 24, 2004.
10	.29*	Amendment No. 1 dated June 30, 2005 to the 2005 Stock Incentive Plan dated June 30, 2005 is incorporated herein by reference to Exhibit 10.36 to the Registrant’s Annual Report on Form 10-K filed November 4, 2005.
10	.30*	Amendment No. 2 dated April 3, 2007 to the 2005 Stock Incentive Plan, dated April 3, 2007 is incorporated herein by reference to Exhibit 10.1 of the Registrant’s Form 10-Q filed July 10, 2007.
10	.31	Stock purchase agreement among Gunderson Rail Services LLC and Meridian Rail Holdings Corp. dated October 15, 2006 and incorporated herein by reference to Exhibit 10.34 of the Registrant’s Annual Report on Form 10-K filed November 2, 2006.
10	.32	Asset Purchase Agreement among Gunderson Rail Services LLC, American Allied Railway Equipment Co., Inc., and American Allied Freight Car Co., Inc. dated January 24, 2008, is incorporated herein by reference to Exhibit 2.1 of the Registrant’s Form 8-K filed April 3, 2008.
10	.33*	Second Amended and Restated Employment Agreement dated January 8, 2008 between the Registrant and Larry G. Brady is incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K filed July 11, 2008.
21	.1	List of the subsidiaries of the Registrant
23	.1	Consent of Deloitte & Touche LLP, independent auditors
31	.1(a)	Certification pursuant to Rule 13(a) — 14(a)
31	.2(b)	Certification pursuant to Rule 13(a) — 14(a)
32	.1(c)	Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32	.2(d)	Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*  Management contract or compensatory plan or arrangement

CERTIFICATIONS

The Company filed the required 303A.12(a) New York Stock Exchange Certification of its Chief Financial Officer with the New York Stock Exchange with no qualifications following the 2007 Annual Meeting of Shareholders and the Company filed as an exhibit to its Annual Report on Form 10-K for the year ended August 31, 2007, as filed with the Securities and Exchange Commission, a Certification of the Chief Executive Officer and a Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

76 The Greenbrier Companies 2008 Annual Report

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and 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.

Dated: November 6, 2008 By: /s/  William A. Furman
William A. Furman
President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Date
/s/  Benjamin R. Whiteley Benjamin R. Whiteley, Chairman of the Board	November 6, 2008
/s/  William A. Furman William A. Furman, President and Chief Executive Officer, Director	November 6, 2008
/s/  Graeme Jack Graeme Jack, Director	November 6, 2008
/s/  Duane McDougall Duane McDougall, Director	November 6, 2008
/s/  A. Daniel O’Neal A. Daniel O’Neal, Director	November 6, 2008
/s/  Charles J. Swindells Charles J. Swindells, Director	November 6, 2008
/s/  C. Bruce Ward C. Bruce Ward, Director	November 6, 2008
/s/  Donald A. Washburn Donald A. Washburn, Director	November 6, 2008
/s/  Mark J. Rittenbaum Mark J. Rittenbaum, Executive Vice President, Treasurer And Chief Financial Officer (Principal Financial Officer)	November 6, 2008
/s/  James W. Cruckshank James W. Cruckshank, Senior Vice President And Chief Accounting Officer (Principal Accounting Officer)	November 6, 2008

The Greenbrier Companies 2008 Annual Report 77 

EX-10.7

Exhibit 10.7

AMENDMENT TO EMPLOYMENT AGREEMENT

     This Amendment to Employment Agreement dated as of June 24, 2008 (this “Amendment”) is entered into by and between The Greenbrier Companies, Inc. (“Company”) and Mark J. Rittenbaum (“Employee”) and amends that certain Employment Agreement between such parties dated as of April 7, 2006 (the “Employment Agreement”). The purpose of this Amendment is to ensure that the requirements of Internal Revenue Code §409A are satisfied, to the extent the Agreement is subject to such Code requirements, and to conform the definition of Change of Control to that used in the Company’s plans and agreements generally. To accomplish these purposes, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

     1. Definition of Change of Control. Section 8.2(a)(i) of the Agreement is amended by replacing “50 percent” with “30 percent” in that paragraph.

     2. Change of Control Period. Section 8.1 of the Agreement is amended by modifying the first sentence of that paragraph to read as follows:

“If, during the twenty-four month period following a Change of Control, the Company terminates Employee’s employment other than for Cause, or Employee terminates his employment either without any reason during the Window Period or for Good Reason, then the Company shall pay or provide the benefits set forth in subsections (a) — (c) below.”

     3. Six-Month Payment Delay. A new Section 10 is added to the Agreement, to read as follows:

     “10. SIX-MONTH PAYMENT DELAY

Notwithstanding any other provision of this Agreement to the contrary, in the event that Employee is determined to be a “specified employee” within the meaning of Treas. Reg. §1.409A-1(i), then no severance payments shall be made to the Employee pursuant to Section 7 or 8 of this Agreement before the date that is six months after the date of the Employee’s separation from service, as that term is defined in Treas. Reg. §1.409A-1(h).”

     3. Use of Automobile. Section 3.8 of the Agreement is replaced in its entirety with the following sentence: “Employee shall be eligible to participate in the company car program in the same form as available to other Executive Officers.”

     Except as hereby amended, the Employment Agreement shall remain in full force and effect.

THE GREENBRIER COMPANIES, INC.
By:	/s/ Maren Malik
Title:	Vice president Administration
/s/ Mark J. Rittenbaum
Mark J. Rittenbaum

EX-10.11

Exhibit 10.11

AMENDMENT TO EMPLOYMENT AGREEMENT

     This Amendment to Employment Agreement dated as of June 5, 2008 (this “Amendment”) is entered into by and between The Greenbrier Companies, Inc. (“Company”) and William A. Furman (“Employee”) and amends that certain Employment Agreement between such parties dated as of September 1, 2004, as previously amended of May 11, 2006 and November 1, 2006 (the “Employment Agreement”). The purpose of this Amendment is to ensure that the requirements of Internal Revenue Code §409A are satisfied, to the extent the Agreement is subject to such Code requirements, and to conform the change of control provisions to those used in the Company’s plans and agreements generally. To accomplish these purposes, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

     1. Definition of Change in Control. The definition of “Change in Control” in Section 5.7(c)(iv)(A) of the Agreement is amended by replacing “50 percent” with “30 percent” in that paragraph.

     2. Change of Control Period. The definition of “Change of Control Period” in Section 5.7(c)(iii) of the Agreement is amended to read as follows:

“Change of Control Period” shall mean the period commencing on the effective date of a Change of Control and ending on the second anniversary of such date.”

     3. Six-Month Payment Delay. A new Section 5.7(e) is added to the Agreement, to read as follows:

     “(e). Six-Month Payment Delay.

Notwithstanding any other provision of this Agreement to the contrary, in the event that Employee is determined to be a “specified employee” within the meaning of Treas. Reg. §1.409A-1(i), then no severance payments shall be made to the Employee pursuant to Section 5 of this Agreement before the date that is six months after the date of the Employee’s separation from service, as that term is defined in Treas. Reg. §1.409A-1(h).”

Amendment to Employment Agreement
Page 1

     Except as hereby amended, the Employment Agreement shall remain in full force and effect.

THE GREENBRIER COMPANIES, INC.
By:	/s/ Mark J. Rittenbaum
	Mark Rittenbaum, Chief Financial Officer
	/s/ William A. Furman
	William A. Furman

Amendment to Employment Agreement
Page 2

EX-10.13

Exhibit 10.13

EMPLOYMENT AGREEMENT

          This Employment Agreement, dated as of June 26, 2007 (the “Effective Date”) is by and between The Greenbrier Companies, Inc., a Delaware corporation (the “Company”), and Timothy A. Stuckey (“Employee” or “Stuckey”).

RECITALS

     A. Employee currently serves as the President of Gunderson Rail Services LLC (“GRS”), a wholly-owned subsidiary of the Company.

     B. The Company desires to obtain the continued services of Employee in that capacity and to provide for benefits in the event of termination of Employee’s employment following a change of control of the Company. Employee is willing to serve the Company in such capacity upon the terms and subject to the conditions set forth in this Agreement.

     THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as follows:

1. EMPLOYMENT

     1.1 Employment of Employee. The Company agrees to employ Employee, and Employee agrees to serve, as the President of GRS during the Term and upon the conditions set forth in this Agreement.

     1.2 Responsibilities. Employee shall report to the President and Chief Executive Officer (“CEO”) of the Company. He shall be responsible for the duties customarily performed by, and shall possess the powers and exercise the responsibilities customary of, the position set forth in Section 1.1. Employee agrees to abide by all the policies, practices and rules of the Company.

     1.3 Extent of Duties. Employee shall devote his reasonable full-time energies and efforts exclusively in furtherance of the business of the Company and its affiliates and shall not be engaged in any other business activity; provided, that nothing in this Agreement shall preclude Employee from serving as a director or member of a committee of any company or organization, the business of which does not conflict or compete with the business of the Company or its affiliates, or from engaging in charitable, community and political activities, or investing his personal assets in activities in which his participation is that of an investor.

     1.4 Location. The Company shall not require Employee to be based at any office that is located more than 35 miles from where Employee’s office is located as of the date of this Agreement, during the Term of this Agreement. If the Company should require Employee to relocate to an office located more than 35 miles from his current location as a condition of continuing his employment with the Company and Employee declines to relocate, then Employee’s termination of employment shall be deemed a termination by the Company without

Employment Agreement
Page 1

Cause, and Employee shall be entitled to severance benefits in accordance with Section 7.1 of this Agreement.

2. TERM

     2.1 Term. The term of this Agreement (the “Term”) shall commence on the Effective Date and shall continue for a period of two years from that date, unless such Term is renewed as provided for in Section 2.2.

     2.2 Renewal. On the date that is one year from the Effective Date of this Agreement, and on each successive anniversary of that date (the “Anniversary Date”) the Term shall be automatically renewed and extended for one additional year unless, within 90 days prior to such Anniversary Date, the Company or Employee provides written notice to the other party that the Term shall not be so renewed and extended. Employee may, upon not less than 60 days’ written notice to the Company, elect to treat the Company’s notice of non-renewal of this Agreement as a notice of termination of Employee’s employment by the Company other than for Cause. If Employee makes such an election, then (a) Employee shall not be obligated to perform services for the Company after the expiration of such 60 days’ notice period, and (b) Employee shall be entitled to the severance benefits provided for in Section 7.1.

3. COMPENSATION AND BENEFITS

     3.1 Base Salary. The Company shall pay Employee a Base Salary, which shall be $221,000 per year as of the Effective Date, and shall be adjusted annually by the CEO. The Base Salary shall be payable in accordance with the Company’s usual and customary payroll practices, but no less frequently than monthly installments.

     3.2 Annual Bonus. The Company shall pay Employee an Annual Bonus each year during the Term in an amount to be determined by the CEO, based on achievement of performance goals established or approved by the CEO, all in consultation with the Compensation Committee of the Company’s Board of Directors (the “Committee”). Employee’s target Annual Bonus amount shall equal 50 percent of Employee’s annual Base Salary, but the actual amount of Employee’s Annual Bonus for any year may be an amount less than, greater than, or the same as the target amount. Such Annual Bonus shall be paid to Employee in cash (subject to normal withholding and payroll deductions) within 120 days following the end of the fiscal year in which such Annual Bonus shall be earned.

     3.3 Employee Benefits. Employee shall be entitled to participate in all employee benefit plans or programs and to receive all benefits for which salaried employees of the Company generally are eligible, now or hereafter established and maintained by the Company, to the extent permissible under the general terms and provisions of such plans or programs and in accordance with the provisions thereof. Such employee benefits currently include, but are not limited to, group medical, prescription drug, dental, vision, and life insurance, and participation in the Company’s 401(k) plan and employee stock purchase plan. Notwithstanding the foregoing, nothing in this Agreement shall preclude the amendment or termination of any such

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plan or program, on the condition that such amendment or termination is applicable generally to all senior officers of the Company or any subsidiary or affiliate of the Company.

     3.4 Additional Life Insurance. In addition to the employee benefits described in Section 3.3, the Company shall obtain and/or keep in force life insurance coverage for Employee in the face amount of not less than $1,000,000, for as long as Employee is employed by the Company. The policy to be obtained or currently in force that satisfies the requirements of this Section 3.4, and including any replacement or successor policy, is referred to as the “Supplemental Policy.” The Supplemental Policy shall be structured such that the after-tax cash surrender value of the Supplemental Policy shall be not less than $200,000 as of the date Employee attains age 62. If Employee’s employment terminates as a result of a voluntary termination by Employee, the Company shall surrender to Employee the Company’s rights to the Company portion of the cash surrender value under the Supplemental Policy. If Employees’ employment terminates as a result of a termination by the Company without Cause or following a Change of Control (including, without limitation, any termination that is deemed to have occurred following a Change of Control in accordance with Section 8.1), the Company shall continue to pay the premiums for the Supplemental Policy for a period of two years following the Date of Termination, as provided for under Section 7.1(b) or Section 8.1(b), as applicable, and at the end of such two-year period shall surrender to Employee the Company’s rights to the Company portion of the cash surrender value under the Supplemental Policy.

     3.5 Target Benefit Program. The Company shall make a contribution on Employee’s behalf to the Greenbrier Leasing Corporation Manager Owned Target Benefit Plan (the “Target Benefit Plan”) or to a successor or replacement plan of a similar type that the Company or its affiliates may adopt, in accordance with the terms of such plan, for each fiscal year in which Employee is employed by the Company for any portion of such fiscal year.

     3.6 Equity Based Compensation Programs. Employee shall be eligible to participate in the Company’s restricted stock or options programs, and shall receive such awards as may be determined by the Committee from time to time.

     3.7 Paid Time Off. During the Term, Employee shall be entitled to five weeks of paid time off (“PTO”) during each fiscal year of the Company, to be taken at times which do not unreasonably interfere with performance of Employee’s duties. PTO shall accrue ratably during the fiscal year. Any unused portion of such PTO may not be carried forward from year-to-year by Employee, consistent with the Company’s general policy for officers of the Company.

     3.8 Use of Automobile. The Company will also furnish to Employee an automobile for his use in performing his duties on behalf of the Company, without cost to him, consistent with past practices of the Company and its subsidiaries.

     3.9 Business Expenses. The Company shall pay or reimburse Employee for all reasonable travel or other expenses incurred by Employee in connection with the performance of his duties and obligations under this Agreement, subject to Employee’s presentation of appropriate vouchers in accordance with such procedures as the Company may from time-to-

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time establish for senior officers and to preserve any deductions for federal income taxation purposes to which the Company may be entitled.

4. CONFIDENTIAL INFORMATION

     Employee acknowledges that a substantial portion of the information pertaining to the affairs, business, clients, or customers of the Company or any of its affiliates (any or all of such entities hereinafter referred to as the “Business”), as such information may exist from time to time, is confidential information and is a unique and valuable asset of the Business, access to and knowledge of which are essential to the performance of Employee’s duties under this Agreement. Employee agrees not to use or disclose any confidential information during the Term or thereafter other than in connection with performing Employee’s services for the Company in accordance with this Agreement (except such information as is required by law to be divulged to a government agency or pursuant to lawful process), or make use of any such confidential information for his own purposes or for the benefit of any person, firm, association or corporation (except the Business) and shall use his reasonable efforts to prevent the unauthorized disclosure of any such confidential information by others. As used in this Section 4, the term “confidential” shall not include information which, at the time of disclosure or thereafter, is generally available to and known by the public, other than as a result of a breach of this Agreement by Employee.

5. COVENANT NOT TO COMPETE

     In consideration of payment by the Company of the severance payment provided for in Section 7 of this Agreement, Employee agrees that during his employment and, in the event that Employee voluntarily terminates his employment with the Company, for a period of one year after such termination of employment, Employee will not directly or indirectly own (as an asset or equity owner), or be employed by or consult for, any business in direct competition with the Company in the same product or service lines in which the Company is engaged at the time Employee terminates his employment; provided that ownership of one percent (1%) or less of the outstanding stock of a publicly traded corporation will not be deemed to be a violation of this Agreement.

6. ENFORCEMENT

     Employee agrees that the restrictions set forth in Section 5 are reasonable and necessary to protect the goodwill of the Company. If any of the covenants set forth therein are deemed to be invalid or unenforceable based on the duration or otherwise, the parties contemplate that such provisions shall be modified to make them enforceable to the fullest extent permitted by law. In the event of a breach or threatened breach by Employee of the provisions set forth in Sections 4 or 5, Employee acknowledges that the Company will be irreparably harmed and that monetary damages shall be an insufficient remedy to the Company. Therefore, notwithstanding the arbitration provisions of Section 9.1, Employee consents to enforcement of Sections 4 or 5, by means of temporary or permanent injunction and other appropriate equitable relief in any competent court, in addition to any other remedies the Company may have under this Agreement or otherwise.

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7. SEVERANCE PAYMENT

     7.1 Effect of Termination of Employment. If, during the Term, the Company terminates Employee’s employment for any reason other than “Cause” (as defined in Section 7.2), or other than in the event of a Change of Control (as defined in Section 8.2):

          (a) The Company shall pay Employee a lump sum severance payment equal to the sum of: (i) an amount equal to two times Employee’s Base Salary as in effect immediately preceding the date of Employee’s termination of employment, plus (ii) an amount equal to two times the Average Bonus, plus (iii) the Pro Rated Bonus. “Pro Rated Bonus” shall mean the sum of the following: (x) with respect to the fiscal year in which such termination occurs, an amount equal to the Average Bonus multiplied by a fraction, the numerator of which is the number of days during such fiscal year (which begins September 1) that Employee is employed and the denominator of which is 365; plus (y) with respect to the fiscal year immediately preceding the fiscal year in which such termination occurs, the Average Bonus, but if and only if Employee has not received an annual bonus with respect to such fiscal year. “Average Bonus” shall mean the average of the two most recent annual bonuses received by the Employee prior to the year in which his termination of employment occurs. The Company may condition the receipt of the severance payment provided for in this Section 7.1 on Employee having first provided to the Company a signed, comprehensive release of claims against the Company and its affiliates as of the date of termination, in the form attached as Exhibit A to this Agreement. Such severance payment shall be paid within 30 days following the date Employee signs the release of claims required under this Section 7.1.

          (b) For a period of two years following the Date of Termination (as defined in Section 8.2(d), the Company shall continue to provide or pay the cost of all employee benefits provided pursuant to Sections 3.3, 3.4 and 3.5 to Employee and/or Employee’s family, and shall continue to furnish an automobile to Employee, at the Company’s expense. If Employee becomes reemployed with another employer during such period and is eligible to receive such benefits under another employer provided plan, the Company shall not be obligated to continue to provide such benefits, to the extent that reasonably similar benefits are available to Employee pursuant to such employer-provided plan. The Company may satisfy its obligations under this Section 7.1(b), in part, by paying the applicable premiums for continuation coverage pursuant to COBRA for Employee and/or his eligible dependents, for as long as such coverage is available under COBRA. “COBRA” refers to the Consolidated Omnibus Budget Reconciliation Act of 1985.

          (c) All unvested stock options and restricted stock grants held by Employee shall become fully vested and exercisable as of the Date of Termination.

     7.2 Termination by the Company for “Cause”. In the event that the Company terminates Employee’s employment for “Cause” prior to expiration of the Term, Employee’s earned but unpaid Base Salary as of the effective date of such termination shall be paid in full. The Company shall have no obligation to pay the severance payment described in Section 7.1, and no other benefits shall be provided, or payments made by the Company pursuant to Section 3 of this Agreement, except for benefits which shall already have become vested under the terms

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of programs maintained by the Company or its affiliates for salaried employees generally. “Cause” shall mean: (a) gross negligence or willful misconduct in the performance of Employee’s material duties, if Employee has failed to fully cure the unsatisfactory performance within 15 days of receipt of written notice by the Company of the grounds for termination for Cause; (b) the commission of embezzlement, theft, material fraud or other acts of dishonesty; (c) violation by Employee of any of the material provisions of this Agreement; (d) conviction of or entrance of a plea of guilty or nolo contendre to a felony or other crime which has or may have a material adverse effect on Employee’s ability to carry out his duties under this Agreement; (e) conduct involving moral turpitude; or (f) failure or refusal to carry out the reasonable and material directives of the CEO.

8. CHANGE OF CONTROL

     8.1 Termination in the Event of a Change of Control. If, during the Term and following a Change of Control, the Company terminates Employee’s employment other than for Cause, or Employee terminates his employment either without any reason during the Window Period or for Good Reason, then the Company shall pay or provide the benefits set forth in subsections (a) — (c) below. If a Change of Control occurs and if Employee’s employment with the Company is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by Employee that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect the Change of Control or (ii) otherwise arose in connection with or anticipation of the Change of Control, then for purposes of Section 8 of this Agreement the termination shall be deemed to have occurred following a Change of Control:

          (a) The Company shall pay to Employee in a lump sum in cash, within 30 days after the Date of Termination, the aggregate of the following amounts: Employee’s Base Salary through the Date of Termination to the extent not previously paid, plus the Pro Rated Bonus (defined in Section 7.1(a)), plus an amount equal to two and one-half times the amount of the sum of (x) the Employee’s Base Salary and (y) the Average Bonus (as defined in Section 7.1(a). “Base Salary” shall mean Employee’s current annual base salary in effect at the time a Change in Control occurs.

          (b) For a period of two years following the Date of Termination, the Company shall continue to provide or pay the cost of all employee benefits provided pursuant to Sections 3.3 and 3.4 to Employee and/or Employee’s family, and shall continue to furnish an automobile to Employee, at the Company’s expense. In addition, the Company shall provide Employee with the Change in Control benefits provided for under the terms of the Target Benefit Plan. If Employee becomes reemployed with another employer during such period and is eligible to receive employee benefits under another employer provided plan, the Company shall not be obligated to continue to provide such benefits, to the extent that reasonably similar benefits are available to Employee pursuant to such employer-provided plan. The Company may satisfy its obligations under this Section 8.1(b), in part, by paying the applicable premiums for continuation coverage pursuant to COBRA for Employee and/or his eligible dependents, for as long as such coverage is available under COBRA.

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          (c) All unvested stock options and restricted stock grants held by Employee shall become fully vested and exercisable as of the Date of Termination.

     8.2 Definitions. For purposes of this Agreement, the following definitions shall apply:

          (a) “Change of Control” shall mean the occurrence of any of the following:

(i)	The acquisition by any individual, entity or group (within the meaning of section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d—3 promulgated under the Exchange Act) of 50 percent or more of the stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of the Company (irrespective of whether at the time stock of any class or classes of the Company shall have or might have voting power by reason of the happening of any contingency); provided, however, that for purposes of this subsection (a), the following acquisitions will not constitute a Change of Control: (i) any acquisition directly from the Company; (ii) any acquisition by the Company or a subsidiary of the Company; or (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company.
(ii)	The individuals who, as of the date of this Agreement, are the members of the Board of Directors of the Company (the “Incumbent Board”) cease for any reason to constitute a majority of the Board, unless the election or appointment, or nomination for election or appointment, of any new member of the Board was approved by a vote of a majority of the Incumbent Board of Directors, then such new member shall be considered as though such individual were a member of the Incumbent Board.
(iii)	The consummation of a merger or consolidation involving the Company if the stockholders owning the capital and profits (“ownership interests”) of the Company immediately before such merger or consolidation do not, as a result of such merger or consolidation, own, directly or indirectly, more than 50 percent of the combined voting power or ownership interests of the Company, or the entity resulting from such merger or consolidation, in substantially the same proportion as their ownership of the combined voting power or ownership interests outstanding immediately before such merger or consolidation.

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(iv)	The sale or other disposition of all or substantially all of the assets of the Company.
(v)	The dissolution or the complete or partial liquidation of the Company.

(b) “Good Reason” shall mean:

(i)	A material change in Employee’s status, positions, duties or responsibility as an Employee of the Company as in effect immediately prior to the Change of Control which may reasonably be considered to be an adverse change, except in connection with the termination of Employee’s employment for Cause or due to death, or resulting from Employee’s decision for any reason other than for Good Reason;
(ii)	A reduction by the Company of Employee’s Base Salary exceeding 5 percent of Employee’s prior year’s Base Salary (or an adverse change in the form or timing of the payment thereof) as in effect immediately prior to the Change of Control;
(iii)	A reduction by the Company of Employee’s Annual Bonus exceeding 20 percent of Employee’s prior year’s Annual Bonus (unless such reduction relates to the amount of Annual Bonus payable to Employee for the achievement of specified performance goals, or to the attainment of profitability levels of the Company or certain of its subsidiaries, and the non-achievement of such goals and/or the non-attainment of profitability levels of the Company or certain of its subsidiaries, is the reason for the reduction in Employee’s Annual Bonus compared to the prior year’s bonus);
(iv)	the Company’s requiring the Employee to be based at any office more than 35 miles from where Employee’s office is located immediately prior to the Change of Control.
(v)	the Company fails to require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform this Agreement if no such succession had taken place, provided that such successor has received at least ten days’ prior written notice from the Company or the Employee of the requirements of Section 8 of this Agreement.

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          (c) “Window Period” shall mean the 30-day period immediately following the first anniversary of the effective date of the Change of Control transaction.

          (d) “Date of Termination” shall mean (i) if Employee’s employment is terminated by the Company for Cause, or by the Employee during the Window Period or for Good Reason, the date of receipt of the Notice of Termination of any later date specified therein, as the case may be, (ii) if the Employee’s employment is terminated by the Company other than for Cause, the date on which the Company notified the Employee of such termination, and (iii) if Employee’s employment is terminated by reason of the Employee’s death, the date of such death.

     8.3 Notice of Termination. Any termination by the Company for Cause, or by the Employee without any reason during the Window Period or for Good Reason, shall be communicated by Notice of Termination to the other party. For purposes of this Agreement, a “Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Employee’s employment under the provision so indicated, and (iii) if the Date of Termination (as defined above) is other than the date of receipt of such notice, specifies the termination date of such notice. The failure by the Employee or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Employee or the Company hereunder or preclude the Employee or the Company from asserting such fact or circumstance in enforcing the Employee’s or the Company’s rights hereunder.

     8.4 Limitation on Change of Control Payments and Benefits. Notwithstanding anything in this Agreement to the contrary, if any of the payments or benefits to be made or provided in connection with the Agreement, together with any other payments or benefits which the Employee has the right to receive from the Company or any entity which is a member of an “affiliated group” (as defined in section 1504(a) of the Code without regard to section 1504(b) of the Code) of which the Company is a member constitute an “excess parachute payment” (as defined in section 280G(b) of the Code), the payments or benefits to be made or provided in connection with this Agreement will be reduced to the extent necessary to prevent any portion of such payments or benefits from becoming nondeductible by the Company pursuant to section 280G of the Code or subject to the excise tax imposed under section 4999 of the Code. The determination as to whether any such decrease in the payments or benefits to be made or provided in connection with this Agreement is necessary must be made in good faith by a nationally recognized accounting firm (the “Accounting Firm”), and such determination will be conclusive and binding upon Employee and the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Company shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. In the event that such a reduction is necessary, Employee will have the right to designate the particular payments or benefits that are to be reduced or eliminated so that no portion of the payments or benefits to be made or provided to Employee in connection with

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the Agreement will be excess parachute payments subject to the deduction limitations under section 280G of the Code and the excise tax under section 4999 of the Code.

9. GENERAL PROVISIONS

     9.1 Dispute Resolution. The parties shall attempt to resolve any dispute relating to this Agreement through mediation upon written request of either party to submit the dispute to mediation. The parties will jointly appoint a mutually acceptable mediator; if the parties are unable to agree upon appointment of a mediator within 15 days of the date of request for mediation, either party may deem mediation to have failed to resolve the dispute, and may submit the dispute to arbitration in accordance with this Section 9.1. Upon appointment of a mediator, the parties agree to participate in good faith in mediation and negotiations relating thereto for 15 days. Any dispute relating to this Agreement that cannot be resolved by the parties or through mediation will be resolved by arbitration as provided in this Section 9.1. Disputes will be resolved by arbitration administered by the Arbitration Service of Portland, Inc. Judgment upon the arbitration award may be entered in any court having jurisdiction thereof, and the resolution of the dispute as determined by the arbitrator will be final and binding on the parties. Any such arbitration will be conducted in Portland, Oregon. If the total amount in dispute is less than $100,000, there will be one arbitrator. If the total amount in dispute is $100,000 or more, three arbitrators will hear the dispute. The arbitrator(s) must have experience as a state or federal judge or such alternate qualifications as the parties may agree upon. The Company shall pay the fees and costs of the arbitrator(s) and the hearing and each party shall be responsible for its own expenses and those of its counsel and representatives.

     Any party may seek, without inconsistency with this Agreement, from any court located in the state of Oregon any injunctive or provisional relief that may be necessary to protect the rights or property of that party pending the establishment of the arbitral tribunal (or pending the arbitral tribunal’s determination of the merits of the controversy).

     The parties will be allowed discovery in accordance with the Federal Rules of Civil Procedure. The Federal Rules of Evidence shall govern the conduct of the arbitration hearing.

     Except as otherwise provided in this Section, the arbitrator will have the authority to award any remedy or relief that a court of Oregon could order or grant.

     Unless otherwise agreed to by the parties, the arbitrator’s decision and award must be in writing, signed by the arbitrator and include an explanation of the arbitrator’s reasoning.

     Neither party nor the arbitrator may disclose the existence, content, or results of any arbitration under this section without the prior written consent of the other party to this Agreement.

     This Section 9.1 shall survive termination, amendment or expiration of any of the agreements or relationships between the parties.

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     9.2 Withholding Taxes. The Company may directly or indirectly withhold from any payments made under this Agreement all federal, state, city or other taxes and other amounts as permitted or required by law, rule or regulation.

     9.3 Notices. All notices, requests, demands and other communications required or permitted hereunder shall be given in writing and shall be deemed to have been duly given if delivered or mailed, postage prepaid, by overnight mail as follows:

(a)	To the Company:
	The Greenbrier Companies, Inc. Director — Human Resources Department One Centerpointe Drive, Suite 200 Lake Oswego, OR 97035
(b)	To Employee:
	Timothy A. Stuckey 24750 SW Valley View West Linn, OR 97068
(c)	With copies to:
	The Greenbrier Companies, Inc. One Centerpointe Drive, Suite 200 Lake Oswego, OR 97035 Attention: General Counsel

or to such other address as either party shall have previously specified in writing to the other.

     9.4 Binding Agreement. This Agreement shall be binding upon, and shall inure to the benefit of, Employee and the Company and their respective permitted successors, assigns, heirs, beneficiaries and representatives. Because of the unique and personal nature of Employee’s duties under this Agreement, neither this Agreement nor any rights or obligations under this Agreement shall be assignable by Employee.

     9.5 Governing Law. The validity, interpretation, performance, and enforcement of this Agreement shall be governed by the laws of the State of Oregon without regard to the conflict of laws rules of Oregon.

     9.6 Counterparts. This Agreement may be executed in any number of counterparts, each of which, when executed, shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

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     9.7 Integration. This Agreement contains the complete, final and exclusive agreement of the parties relating to Employee’s employment, and supersedes all prior oral and written employment agreements or arrangements between the parties.

     9.8 Amendment. This Agreement cannot be amended or modified except by a written agreement signed by Employee and the Company.

     9.9 Waiver. No term, covenant or condition of this Agreement or any breach thereof shall be deemed waived, except with the written consent of the party against whom the waiver is claimed, and any such waiver shall not bee deemed to be a waiver of any preceding or succeeding breach of the same or any other term, covenant, condition or breach.

     9.10 Severability. The finding by a court of competent jurisdiction of the unenforceability, invalidity or illegality of any provision of this Agreement shall not render any other provision of this Agreement unenforceable, invalid or illegal. Such court shall have the authority to modify or replace the invalid or unenforceable term or provision with a valid and enforceable term or provision which most accurately represents the parties’ intention with respect to the invalid or unenforceable term or provision.

THE GREENBRIER COMPANIES, INC.:
By:	/s/ Larry G. Brady

EMPLOYEE:
 

/s/ Timothy A. Stuckey  

Timothy A. Stuckey 

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Exhibit A

RELEASE OF CLAIMS

Employee, together with his heirs, family members, executors, administrators, agents and assigns (the “Employee”) hereby waives any legal rights and releases and forever discharges The Greenbrier Companies, Inc., (“Greenbrier”) its subsidiaries, affiliates, officers, directors, shareholders, employees, agents and attorneys (collectively, the “Released Parties” and individually, a “Released Party”) from any and all liabilities, demands, claims, suits, actions, charges, damages, judgments, levies or executions, whether known or unknown, liquidated, fixed, contingent, direct or indirect, which have been, could have been or could be raised against any such Released Party by Employee and which relate in any way to Employee’s employment by Greenbrier or termination of that employment (but excluding any amounts payable to Employee pursuant to Section 7.1(a) of the Employment Agreement dated ___, 2007 between Greenbrier and Employee).

     Employee acknowledges the full and final waiver and release of all claims which Employee has or may have against any Released Party, specifically including without limitation all claims for relief or remedy of any type under any state or federal laws, including but not limited to the federal and state statutes relating to civil rights, employment discrimination (based on race, color, age, sex, national origin, marital status, handicap, veterans status, religion, workers compensation and family relationship), labor, employment rights or benefits, or relating to employment or termination of employment, wage payments, all as amended, and including but not limited to claims based on breach of fiduciary duty, misrepresentation, fraud, defamation, tortious conduct of any type arising from or relating to Employee’s employment by Greenbrier or any termination of such employment, or any other common law theories; and including but not limited to any claims for additional compensation, back pay or benefits of any type, and including but not limited to any claim for attorney fees or costs, for reinstatement or reemployment, or for compensatory or punitive damages under any applicable statutes or common law theories, except to the extent that waiver or release of future claims is specifically prohibited by law.

     Employee acknowledges that Employee is waiving and releasing any rights he may have under the Age Discrimination in Employment Act of 1967 (“ADEA”) and that this Release is knowing and voluntary. Employee and Greenbrier agree that this Release does not apply to any rights or claims that may arise under ADEA after the date this Release is executed by Employee. Employee acknowledges that the consideration given for this Release is in addition to anything of value to which Employee was already entitled. Employee further acknowledges that he has been advised by this writing that: (1) he should consult with an attorney prior to executing this Release; (2) he has up to twenty one (21) days within which to consider this Release; (3) he has seven (7) days following his execution of this Release to revoke this Release; (4) this Release will not be effective until the revocation period has expired; and (5) nothing in this Release prevents or precludes Employee from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs for doing so, unless specifically authorized by federal law.

EMPLOYEE:

                                                            
Timothy A. Stuckey

Date signed:                                         

EX-10.14

Exhibit 10.14

GREENBRIER LEASING COMPANY LLC

MANAGER OWNED TARGET BENEFIT PLAN

2007 Restatement

GREENBRIER LEASING COMPANY LLC
MANAGER OWNED TARGET BENEFIT PLAN

2007 Restatement

The Company:

GREENBRIER LEASING COMPANY LLC
An Oregon limited liability company
One Centerpointe Drive, Suite 200
Lake Oswego, OR 97035

          The Company originally adopted this Plan effective January 1, 1996 to provide retirement benefits for certain of its managers and, potentially, those of Company affiliates that adopt the Plan with the approval of the Company, and previously restated the Plan as of January 1, 2005. The Plan is hereby amended and restated as of January 1, 2007 in order to give the Company flexibility with respect to the methodology used to allocate contributions among Plan participants in order to more effectively achieve the goals of the Plan. The benefits provided by the Plan are in addition to those provided by Social Security and by any tax-qualified retirement plan maintained by the Company and/or its affiliates.

1. Purpose; Employers; Plan Year

     1.1 Purpose — The purpose of this Plan is to provide eligible managers of the Company and its affiliates with additional retirement benefits in order to help retain and attract top-quality managers.

     1.2 Employers — This Plan shall apply to the Company and to corporations or other entities that are affiliates of the Company and that adopt the Plan for their employees with the approval of the Board of Directors of the Company.

          (a) For this purpose, an affiliate means an employer that is a member, with the Company, of a controlled group, a group of trades or businesses under common control or an affiliated service group under sections 414(b), (c) or (m) of the Internal Revenue Code of 1986, as amended (the Code).

          (b) An affiliate may adopt the Plan by a statement in writing signed by the affiliate and by an authorized officer of the Company upon approval of the Board of Directors of the Company. The statement shall include the effective date of adoption and any special provisions applicable to employees of the adopting affiliate.

          (c) Once the Company has approved an affiliate’s adoption of the Plan as provided in (b) above, such approval may not be revoked as long as the affiliate continues to meet the definition of affiliate in (a) above.

1

          (d) The term “Employer” refers collectively to the Company and adopting affiliates.

     1.3 Plan Year — The Plan Year shall be the calendar year.

2. Eligibility; Participation; Voting

     2.1 Eligibility — The employees listed in Appendix A below are the eligible employees as of the effective date of this amended and restated Plan. Additional employees subsequently designated in writing by the Board of Directors of the Company upon consultation with the Compensation Committee of the Board of Directors of The Greenbrier Companies, Inc. (the Parent) shall become eligible.

     2.2 Participation — Any additional eligible employees shall begin participating on the date specified in their designation of eligibility. If no date is specified in the designation of eligibility, if the designation is made on January 1, participation shall begin that day; if the designation is made any other day, participation shall begin on the January 1 next after the date of the designation. Each eligible employee who has begun participating shall be known as a participant.

     2.3 Termination of Participation — Once an employee has become a participant, the designation of eligibility to participate under Section 2.1 above may not be revoked, and participation shall continue until the participant’s termination of employment with the Company and any affiliate for any reason, subject to Sections 3.3 and 5.6 below.

     2.4 Vesting — Participants’ benefits under the Plan shall be fully vested and nonforfeitable at all times.

3. Contributions and Allocations

     3.1 Contributions — By the January 31 following each Plan Year, or as soon as reasonably practicable thereafter, the Board of Directors shall determine the amount of the Company’s annual contribution to the Plan in respect of the preceding Plan Year, in its sole discretion. Once determined, the amount of contributions for a year shall not be changed because of any later adjustment of accounts.

     3.2 Time of Employer Contributions — Subject to Section 5.6 below, by the January 31 following each Plan Year, or as soon as reasonably practicable thereafter, Employer shall contribute to one or more insurers selected by the Administrator (the Insurers) for the Plan Year an amount determined under Section 3.1 above.

     3.3 Target Benefit Amount – The Plan is designed to provide a retirement benefit to participants in an amount (the Target Benefit Amount) equal to 50% of a participant’s Final Base Salary payable in monthly installments over 180 months beginning on a participant’s Normal Retirement Date, but no amount or level of benefits under the Plan is assured or guaranteed, and no provision of the Plan is intended, or shall be construed, to create any entitlement to a specific amount or level of benefits or to impose any obligation on the Company to make contributions of any specified amount or level whatsoever. For purposes of this Plan, a participant’s “Final Base

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Salary” shall mean the base salary paid to the participant in the calendar year preceding the year during which the participant attained age 65, and a participant’s “Normal Retirement Date” shall mean the date of the participant’s 65^th birthday.

     3.4 Allocation of Contributions – Each annual contribution under Section 3.1 above shall be allocated among eligible participants as follows:

          (a) Eligible participants are all participants except those (i) who reached age 65 any time prior to or during the Plan Year in respect of which the contribution is made, or (ii) whose employment with the Company and affiliates terminated during the Plan Year before the participant’s Normal Retirement Date, or (iii) for whom the amount of the Normal Retirement Benefit under the Plan is projected to equal or exceed the Target Benefit Amount based upon the Contracts (as defined in Section 4.1) previously purchased on behalf of such participant under the Plan. The foregoing notwithstanding, the Board of Directors may designate a participant as eligible to continue participation, notwithstanding that such participant reached age 65 before the start of the Plan Year.

          (b) Each year the Administrator shall allocate each annual contribution among eligible participants in such amounts as the Administrator determines, in its sole discretion and using such actuarial methodology or methodologies as the Administrator deems appropriate, with the goal of providing each participant a Normal Retirement Benefit of the Target Benefit Amount. No provision of the Plan is intended or shall be construed to give any participant a right to receive an allocation of an annual contribution of any specific amount or percentage.

     3.5 Tax Payment — In addition, Employer shall make a cash payment to each participant or make remittance to the appropriate taxing authorities to cover the participant’s estimated tax liability resulting from contributions made during the year pursuant to the Plan, including without limitation any contribution made pursuant to Sections 5.6 and 5.7 and the tax payment arising from all tax payments made under this Section 3.5, determined assuming a 50% combined federal, state and local tax rate. The payment or remittance shall be made at the time the contribution for the participant is made and may be retained, in whole or in part, by the Employer in satisfaction of its obligations to make withholdings in respect of payments to participant hereunder.

4. Annuity Purchase

     4.1 Payment to Insurers — Employer contributions under Section 3 shall be promptly transmitted to the Insurers for purchase of individual annuity contracts (the Contracts), which will be owned by each participant. The Insurers shall hold and invest the contributions under the terms of the Contracts.

     4.2 Insurer Duties — The Insurers’ duties shall be as set forth in the Contracts. To the extent not inconsistent with the Contracts, the Insurers shall have the following duties:

          (a) To notify the Administrator at least annually, at the end of the Plan Year, and when reasonably requested by the Administrator, of the amount held under each Contract.

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          (b) To make distributions pursuant to this Plan and to report and disclose, as required by law, the taxable amount of each distribution.

5. Payment of Benefits

     5.1 If a participant has not previously terminated employment with the Company and affiliates, payment of the amount held under the participant’s Contract(s) shall be made as follows:

          (a) Normal Retirement Benefit – Unless a participant elects an alternative payment option under Section 5.1(b), payment of the amount held under the participant’s Contract(s) shall be made in substantially equal monthly installments beginning on the participant’s Normal Retirement Date and continuing for 180 months. Payment shall be made whether or not the participant remains employed with an Employer after Normal Retirement Date.

          (b) A participant may elect an alternative payment option, provided such election is made prior to the participant’s retirement. Any alternative payment option will provide benefits that are actuarially equivalent to the Normal Retirement Benefit payment option, as determined by the Insurer.

     5.2 Termination Benefit — Subject to Section 5.6 below, if a participant’s employment with the Company and affiliates terminates for any reason, including death or disability, other than Normal Retirement, payment of the amount held under the participant’s Contract shall be made in substantially equal monthly installments beginning on the participant’s Normal Retirement Date and continuing for 180 months, unless the Contract permits earlier payment to or on behalf of the participant.

     5.3 Effect of Death — If a participant dies either before or after the benefit starting date but before payment is completed, the amount held under the participant’s Contract shall be paid to the participant’s beneficiary either in a single sum within 30 days after the Administrator receives satisfactory evidence of the participant’s death or in 180 substantially equal monthly installments beginning on the date that would have been the participant’s Normal Retirement Date, as provided in the Contract.

     5.4 Designation of Beneficiary — Each participant shall designate beneficiaries in writing to the Administrator. If no beneficiary has been named, or no named beneficiary is living at the participant’s death, payment shall be made in the following order of preference:

          (a) To the participant’s surviving spouse.

          (b) To the participant’s surviving children, in equal shares.

          (c) To the participant’s estate.

     5.5 Facility of Payment — The Administrator may decide that because of the mental or physical condition of a person entitled to payments, or because of other relevant factors, it is in the person’s best interest to make payments to others for the benefit of the person entitled to

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payment. In that event, the Administrator may in its discretion direct that payment be made in one or more of the following ways:

          (a) To the participant or beneficiary.

          (b) To a spouse or parent or to a child of legal age.

          (c) To one having actual custody of the person.

          (d) To a legal guardian.

          (e) To one furnishing maintenance, support or hospitalization.

     5.6 Change of Control — In the event of a change of control, Employer shall, within 30 days after the change of control and without regard to Section 3.2 above, contribute to the Insurers the amount determined under Section 5.7 below. Distribution to participants shall be made pursuant to Section 5.2 above. For purposes of this Plan, a “change in control” shall consist of any of the following:

          (a) Any person or group, as defined in Sections 13(d) and 14(d)(2) of the Securities Exchange Act as amended (the Act), becoming the beneficial owner, as defined in Rule 13-d under the Act, of more than 20% of the then-outstanding stock of the Company or the Parent if such person or group was not such an owner as of January 1, 1996.

          (b) Individuals who, at the beginning of any 24-month period, constitute the Board of Directors of the Parent ceasing for any reason to constitute a majority of such Board.

          (c) During any 24-month period, the sale, transfer or similar transaction involving a majority of the assets of the Company or the Parent.

     5.7 Contribution Due Upon Change of Control — Upon a change of control under Section 5.6 above, Employer shall contribute the following amount:

          (a) The contribution for each affected participant under (b) below shall be the discounted present value of the projected annual allocations to the participant for the Plan Year in which the change of control occurs and all future Pay Years until the participant’s Normal Retirement Date. Future annual allocations are assumed to equal the participant’s average allocation under Section 3.3 above for the prior three Plan Years of participation (or all Plan Years of participation, if less than three). A full year’s allocation shall be credited for both the year of change of control and the year in which the participant’s Normal Retirement Date occurs. The interest rate used in determining present value shall be the interest rate applicable to the Employer’s principal bank borrowings as of the effective date of the change of control or, if no such rate is readily determinable, ten percent per year.

          (b) The following participants shall benefit from a change of control under Section 5.6 above:

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     (1) Each participant who is employed by the Company or an affiliate at the date of the change of control.

     (2) Each former participant whose employment was terminated by the Company or an affiliate without cause under Section 5.8 below less than 24 months before the date of the change of control.

     (3) Each participant and former participant for whom contributions ceased or were reduced due to amendment or termination of the Plan under Section 8.1 below less than 24 months before the date of the change of control.

     5.8 Cause for Termination — For purposes of Section 5.7(b)(2) above, “cause” means either of the following:

          (a) Misconduct by the participant that both is clearly inconsistent with the participant’s position or responsibilities and has had or can reasonably be expected to have a material adverse effect on the participant’s effectiveness or an Employer’s interests.

          (b) Persistent failure or refusal by the participant to perform with reasonable competence and in good faith duties assigned by the Employer that are commensurate with the participant’s position or another position designated by Employer for which the participant is comparably qualified.

6. Administration

     6.1 Company and Employer Functions — Except as provided in (a) below, all Company or Employer functions or responsibilities shall be exercised by the chief executive officer of the entity, who may delegate all or any part of these functions.

          (a) The power to amend or terminate the Plan under Section 8.1 below may be exercised only by the Board of Directors of the Company upon consultation with the Committee except as provided in (b) below.

          (b) The Administrator may amend the Plan to make technical, administrative or editorial changes on advice of counsel to comply with applicable law or to simplify or clarify the Plan.

     6.2 Administrator Functions — The Plan shall be administered by the chief financial officer of the Parent, or such other person as the Chief Executive Officer of the Parent may designate. The Administrator shall interpret the Plan, decide any questions about the rights of participants and beneficiaries and in general administer the Plan. The Administrator may delegate all or part of its administrative duties to one or more agents and may retain advisors to assist it. The Administrator may consult with and rely upon the advice of counsel, who may be counsel for an Employer. Any decision by the Administrator within its authority shall be final and bind all parties. The Administrator shall have absolute discretion to carry out its responsibilities under the Plan. The Administrator shall be the agent for service of process on the Plan. Any person having an interest under the Plan may consult the Administrator at any reasonable time.

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7. Claims Procedure

     7.1 Original Claim — Any person claiming a benefit or requesting an interpretation, a ruling or information under the Plan shall present the request in writing to the Administrator, which shall respond in writing as soon as practicable.

     7.2 Denial — If the claim or request is denied, the written notice of denial shall state:

          (a) The reasons for denial, with specific reference to the provisions on which the denial is based.

          (b) A description of any additional material or information required and an explanation of why it is necessary.

          (c) An explanation of this claim review procedure.

     7.3 Request for Review — Any person whose claim or request is denied or who has not received a response within 30 days may request review by notice in writing to the Administrator. The original decision shall be reviewed by the Administrator, which may, but shall not be required to, grant the claimant a hearing. On review, whether or not there is a hearing, the claimant may have representation, examine pertinent documents and submit issues and comments in writing.

     7.4 Decision on Review — The decision on review shall normally be made within 60 days. If an extension of time is required for a hearing or other special circumstances, the claimant shall be so notified and the time limit shall be 120 days. The decision shall be in writing and shall state the reasons and the relevant provisions. All decisions on review shall be final and bind all parties concerned.

8. Amendment and Termination

     8.1 Amendment; Termination — Subject to Section 5.6 above, regarding change of control, and the following sentence, the Company may amend or terminate this Plan under Section 6.1 above at any time by written instrument signed by the Company and delivered to the Administrator. No termination nor any amendment affecting the change-of-control rules or allocation formula shall be effective before the last day of the Plan Year in which the amendment or termination document is signed by the Company and delivered to the Administrator and to each participant.

     8.2 Effect of Termination — Upon termination or discontinuance of contributions, payment shall be made under Section 5.2 above.

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9. General Provisions

     9.1 Information Required — The Administrator may require satisfactory proof of age or other data from a participant or beneficiary, and may adjust any benefit if an error in relevant data is discovered.

     9.2 No Implied Waiver — A waiver by an Employer, participant or beneficiary of a breach of a provision of the Plan shall not constitute a waiver or prejudice the party’s right otherwise to demand strict compliance with that provision or any other provision.

     9.3 Arbitration — Any dispute or controversy arising out of this Plan, or any contribution, claim or benefit hereunder, or any interpretation hereof, shall be resolved by binding arbitration conducted in Portland, Oregon by a single, neutral arbitrator, under the Commercial Arbitration Rules of the American Arbitration Association.

     9.4 Notices — Any notice under this Plan shall be in writing and shall be effective when actually delivered or, if mailed, when deposited postpaid as first-class mail. Mail shall be directed to the Company at the address stated in this Plan, to a participant or beneficiary at the address shown in the Company’s employment records or to such other address as a party may specify by notice to the other parties or as the Administrator may determine to be appropriate. Notices to the Administrator shall be sent to the Company’s address.

     9.5 Nonassignment — The rights of participants under this Plan are personal. No interest of a participant or one claiming through a participant may be directly or indirectly transferred, encumbered, seized by legal process or in any other way subjected to the claims of any creditor.

     9.6 Indemnity — The Company shall indemnify and defend any director, officer or employee of an Employer from any claim or liability that arises from any action or inaction in connection with the Plan, subject to the following rules:

          (a) Coverage is limited to actions taken in good faith that the person reasonably believed were not opposed to the Plan’s best interests.

          (b) Negligence by the person shall be covered to the fullest extent permitted by law.

          (c) Coverage shall be reduced to the extent of any insurance.

     9.7 Payments Not Wages — The payments under Section 5 above shall not constitute salary or wages. Such payments are retirement benefits, not compensation for performance of any substantial services.

     9.8 Applicable Law — This Plan shall be construed according to the laws of Oregon, except as preempted by federal law.

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     9.9 Not Contract of Employment — Nothing in this Plan shall give any employee the right to continue employment. This Plan shall not prevent discharge of any employee at any time for any reason.

     9.10 Plan Binding on Successors — Subject to Section 5.6 above, this Plan shall be binding upon and inure to the benefit of the parties and their successors and assigns.

COMPANY:	GREENBRIER LEASING COMPANY LLC
	By:	/s/ William A. Furman
	Its:	Manager

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EX-10.15

Exhibit 10.15

THE GREENBRIER COMPANIES, INC.

AGREEMENT CONCERNING INDEMNIFICATION AND RELATED MATTERS
(Directors)

     This Agreement is made as of                     , 200___, by and between THE GREENBRIER COMPANIES, INC., an Oregon corporation (the “Corporation”), and                      (the “Director”), a director of the Corporation.

     WHEREAS, it is essential to the Corporation to retain and attract as directors of the Corporation the most capable persons available and persons who have significant experience in business, corporate and financial matters; and

     WHEREAS, the Corporation has identified the Director as a person possessing the background and abilities desired by the Corporation and desires the Director to serve as a director of the Corporation; and

     WHEREAS, the substantial increase in corporate litigation may, from time to time, subject directors to burdensome litigation, the risks of which frequently far outweigh the advantages of serving in such capacity; and

     WHEREAS, in recent times the cost of liability insurance has increased and the availability of such insurance is, from time to time, severely limited; and

     WHEREAS, the Corporation and the Director recognize that serving as a director of a corporation at times calls for subjective evaluations and judgments upon which reasonable persons may differ and that, in that context, it is anticipated and expected that directors of corporations will and do from time to time commit actual or alleged errors or omissions in the good faith exercise of their corporate duties and responsibilities; and

     WHEREAS, it is the express policy of the Corporation to indemnify its directors to the fullest extent permitted by law; and

     WHEREAS, the Articles of Incorporation of the Corporation permit, and the Bylaws of the Corporation require, indemnification of the directors of the Corporation to the fullest extent permitted by law, including but not limited to the Oregon Business Corporation Act (the “OBCA”), and the OBCA expressly provides that the indemnification provisions set forth therein are not exclusive, and thereby contemplates that contracts may be entered into between the Corporation and its directors with respect to indemnification; and

     WHEREAS, the Corporation and the Director desire to articulate clearly in contractual form their respective rights and obligations with regard to the Director’s service on behalf of the Corporation as a director and with regard to claims for loss, liability, expense or damage which, directly or indirectly, may arise out of or relate to such service;

     NOW THEREFORE, the Corporation and the Director agree as follows:

1. Agreement to Serve.

     The Director shall serve as a director of the Corporation for so long as the Director is duly elected or until the Director tenders a resignation in writing. This Agreement creates no obligation on either party to continue the service of the Director for a particular term or any term.

2. Definitions.

     As used in this Agreement:

(a)	The term “Proceeding” shall include any threatened, pending or completed action, suit or proceeding, whether brought in the right of the Corporation or otherwise, and whether of a civil, criminal, administrative or investigative nature, whether formal or informal, in which the Director may be or may have been involved as a party, witness or otherwise, by reason of the fact that the Director is or was a director of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee, manager, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, whether or not serving in such capacity at the time any liability or expense is incurred for which exculpation, indemnification or reimbursement can be provided under this Agreement.
(b)	The term “Expenses” includes, without limitation thereto, expenses of investigations, judicial or administrative proceedings or appeals, attorney, accountant and other professional fees and disbursements and any expenses of establishing a right to indemnification under Section 12 of this Agreement, but shall not include amounts paid in settlement by the Director or the amount of judgments or fines against the Director.
(c)	References to “other enterprise” include, without limitation, employee benefit plans; references to “fines” include, without limitation, any excise taxes assessed on a person with respect to any employee benefit plan; references to “serving at the request of the Corporation” include, without limitation, any service as a director, officer, partner, trustee, manager, employee or agent which imposes duties on, or involves services by, such director, officer, partner, trustee, manager, employee or agent with respect to an employee benefit plan, its participants, or its beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Agreement.

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(d)

References to “the Corporation” shall include, in addition to the resulting entity, any constituent corporation or other entity (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, partners, trustees, managers, employees or agents, so that any person who is or was a director, officer, partner, trustee, manager, employee or agent of such constituent entity, or is or was serving at the request of such constituent entity as a director, officer, partner, trustee, manager, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Agreement with respect to the resulting or surviving entity as such person would have with respect to such constituent entity if its separate existence had continued.

(e)

For purposes of this Agreement, the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to:

(i)	to the fullest extent authorized or permitted by any amendments to or replacements of the OBCA adopted after the date of this Agreement that increase the extent to which a corporation may indemnify or exculpate its directors; and
(ii)	to the fullest extent permitted by the provision of the OBCA that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the OBCA.

3. Limitation of Liability

     To the fullest extent permitted by law, the Director shall have no monetary liability of any kind or nature whatsoever in respect of the Director’s errors or omissions (or alleged errors or omissions) in serving the Corporation or any of its subsidiaries, their respective shareholders or any other enterprise at the request of the Corporation, so long as such errors or omissions (or alleged errors or omissions), if any, are not shown by clear and convincing evidence to have involved:

(i)	any breach of the Director’s duty of loyalty to such entities, shareholders or enterprises;
(ii)	any act or omission not in good faith or which involved intentional misconduct or a knowing violation of law;
(iii)	any transaction from which the Director derived an improper personal benefit;
(iv)	any unlawful distribution (including, without limitation, dividends, stock repurchases and stock redemptions), as defined in the OBCA or, as

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	applicable, in the limited liability company act of the state where the Company’s subsidiary is organized; or
(v)	profits made from the purchase and sale by the Director of securities of the Corporation within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provision of any state statutory law or common law.

(b) Without limiting the generality of subparagraph (a) above and to the fullest extent permitted by law, the Director shall have no personal liability to the Corporation or any of its subsidiaries, their respective shareholders or any other person claiming derivatively through the Corporation, regardless of the theory or principle under which such liability may be asserted, for:

(i)	punitive, exemplary or consequential damages;
(ii)	treble or other damages computed based upon any multiple of damages actually and directly proved to have been sustained;
(iii)	fees of attorneys, accountants, expert witnesses or professional consultants; or
(iv)	civil fines or penalties of any kind or nature whatsoever.

4. Indemnity in Third Party Proceedings.

     The Corporation shall indemnify the Director in accordance with the provisions of this Section 4 if the Director was or is a party to, or is threatened to be made a party to, any Proceeding (other than a Proceeding by or in the right of the Corporation to procure a judgment in its favor), against all Expenses, judgments, fines and amounts paid in settlement, actually and reasonably incurred by the Director in connection with such Proceeding if the Director acted in good faith and in a manner the Director reasonably believed was in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, the Director, in addition, had no reasonable cause to believe that the Director’s conduct was unlawful. However, the Director shall not be entitled to indemnification under this Section 4 in connection with any Proceeding charging improper personal benefit to the Director in which the Director is adjudged liable on the basis that personal benefit was improperly received by the Director unless and only to the extent that the court conducting such Proceeding, or any other court of competent jurisdiction, determines upon application that, despite the adjudication of liability, the Director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances.

5. Indemnity in Proceedings by or in the Right of the Corporation.

     The Corporation shall indemnify the Director in accordance with the provisions of this Section 5 if the Director was or is a party to, or is threatened to be made a party to, any

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Proceeding by or in the right of the Corporation to procure a judgment in its favor, against all Expenses actually and reasonably incurred by the Director in connection with the defense or settlement of such Proceeding if the Director acted in good faith and in a manner the Director reasonably believed was in or not opposed to the best interests of the Corporation. However, the Director shall not be entitled to indemnification under this Section 5 in connection with any Proceeding in which the Director has been adjudged liable to the Corporation unless and only to the extent that the court conducting such Proceeding, or any other court of competent jurisdiction, determines upon application that, despite the adjudication of liability, the Director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances.

6. Indemnification of Expenses of Successful Party.

     Notwithstanding any other provisions of this Agreement other than Section 8, to the extent that the Director has been successful, on the merits or otherwise, in defense of any Proceeding or in defense of any claim, issue or matter therein, including the dismissal of an action without prejudice, the Corporation shall indemnify the Director against all Expenses actually and reasonably incurred in connection therewith.

7. Additional Indemnification.

     Notwithstanding any limitation in Sections 4, 5 or 6, the Corporation shall indemnify the Director to the fullest extent permitted by law with respect to any Proceeding (including a Proceeding by or in the right of the Corporation to procure a judgment in its favor), against all Expenses, judgments, fines and amounts paid in settlement, actually and reasonably incurred by the Director in connection with such Proceeding.

8. Exclusions.

     Notwithstanding any provision in this Agreement, the Corporation shall not be obligated under this Agreement to make any indemnification in connection with any claim made against the Director:

(a)	for which payment is required to be made to or on behalf of the Director under any insurance policy, except with respect to any excess amount to which the Director is entitled under this Agreement beyond the amount of payment under such insurance policy;
(b)	if a court having jurisdiction in the matter finally determines that such indemnification is not lawful under any applicable statute or public policy;
(c)	in connection with any Proceeding (or part of any Proceeding) initiated by the Director, or any Proceeding by the Director against the Corporation or its directors, officers, employees or other persons entitled to be indemnified by the Corporation, unless:

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(i)	the Corporation is expressly required by law to make the indemnification;
(ii)	the Proceeding was authorized by the Board of Directors of the Corporation; or
(iii)	the Director initiated the Proceeding pursuant to Section 12 of this Agreement and the Director is successful in whole or in part in such Proceeding; or

(d) for an accounting of profits made from the purchase and sale by the Director of securities of the Corporation within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provision of any state statutory law or common law.

9. Advances of Expenses.

     The Corporation shall pay the Expenses incurred by the Director in any Proceeding (other than a Proceeding brought for an accounting of profits made from the purchase and sale by the Director of securities of the Corporation within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provision of any state statutory law or common law) in advance of the final disposition of the Proceeding at the written request of the Director, if the Director:

(a)	furnishes the Corporation a written affirmation of the Director’s good faith belief that the Director is entitled to be indemnified under this Agreement; and
(b)	furnishes the Corporation a written undertaking to repay the advance to the extent that it is ultimately determined that the Director is not entitled to be indemnified by the Corporation. Such undertaking shall be an unlimited general obligation of the Director but need not be secured.

     Advances pursuant to this Section 9 shall be made no later than 10 days after receipt by the Corporation of the affirmation and undertaking described in Sections 9(a) and 9(b) above, and shall be made without regard to the Director’s ability to repay the amount advanced and without regard to the Director’s ultimate entitlement to indemnification under this Agreement. The Corporation may establish a trust, escrow account or other secured funding source for the payment of advances made and to be made pursuant to this Section 9 or of other liability incurred by the Director in connection with any Proceeding.

10. Nonexclusivity and Continuity of Rights.

     The indemnification, advancement of Expenses, and exculpation from liability provided by this Agreement shall not be deemed exclusive of any other rights to which the Director may be entitled under any other agreement, any articles of incorporation, bylaws, or vote of

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shareholders or directors, the OBCA, or otherwise, both as to action in the Director’s official capacity and as to action in another capacity while holding such office or occupying such position. The indemnification under this Agreement shall continue as to the Director even though the Director may have ceased to be a director of the Corporation or a director, officer, partner, trustee, manager, employee or agent of an enterprise related to the Corporation and shall inure to the benefit of the heirs, executors, administrators and personal representatives of the Director.

11. Procedure Upon Application for Indemnification.

     Any indemnification under Sections 4, 5, 6 or 7 shall be made no later than 45 days after receipt of the written request of the Director, unless a determination that the Director is not entitled to indemnification under this Agreement is made within such 45 day period:

(a)	by the Board of Directors by a majority vote of a quorum consisting of directors who are not parties to the applicable Proceeding;
(b)	if a quorum cannot be obtained under paragraph (a) of this Section 11, then by a majority vote of a committee of the Board of Directors that is (i) duly designated by the Board of Directors, with the participation of directors who are parties to the applicable Proceeding and (ii) consists solely of two or more directors not parties to the applicable Proceeding;
(c)	by independent legal counsel in a written opinion, which counsel shall be appointed (i) by a majority vote of the Board of Directors or its committee in the manner prescribed by paragraph (a) or paragraph (b) of this Section 11, or (ii) if a quorum of the Board of Directors cannot be obtained under paragraph (a) of this Section 11 or a committee cannot be designated under paragraph (b) of this Section 11, then by a majority vote of the full Board of Directors, including directors who are parties to the applicable Proceeding; or
(d)	by the shareholders of the Corporation.

12. Enforcement.

     The Director may enforce any right to indemnification, advances or exculpation provided by this Agreement in any court of competent jurisdiction in compliance with Section 23 if:

(a)	the Corporation denies the claim for indemnification, advances or exculpation, in whole or in part; or
(b)	the Corporation does not dispose of such claim within the time period required by this Agreement.

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     It shall be a defense to any such enforcement action (other than an action brought to enforce a claim for advancement of Expenses pursuant to, and in compliance with, Section 9 of this Agreement) that the Director is not entitled to indemnification or exculpation under this Agreement. However, except as provided in Section 13 of this Agreement, the Corporation shall not assert any defense to an action brought to enforce a claim for advancement of Expenses pursuant to Section 9 of this Agreement if the Director has tendered to the Corporation the affirmation and undertaking required thereunder. The burden of proving by clear and convincing evidence that indemnification or exculpation is not appropriate shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, a committee thereof, or independent legal counsel) to have made a determination prior to the commencement of such action that indemnification or exculpation is proper in the circumstances because the Director has met the applicable standard of conduct nor an actual determination by the Corporation (including its Board of Directors, a committee thereof, or independent legal counsel) that indemnification or exculpation is improper because the Director has not met such applicable standard of conduct, shall be asserted as a defense to the action or create a presumption that the Director is not entitled to indemnification or exculpation under this Agreement or otherwise. The Director’s expenses incurred in connection with successfully establishing the Director’s right to indemnification, advances or exculpation, in whole or in part, in any Proceeding shall also be paid or reimbursed by the Corporation.

     The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that:

(i)	the Director is not entitled to indemnification under Sections 4, 5 or 7 of this Agreement because the Director did not act in good faith and in a manner which the Director reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the Director’s conduct was unlawful; or
(ii)	the Director is not entitled to exculpation under Section 3 of this Agreement.

13. Notification and Defense of Claim.

     As a condition precedent to indemnification under this Agreement, not later than 30 days after receipt by the Director of notice of the commencement of any Proceeding the Director shall, if a claim in respect of the Proceeding is to be made against the Corporation under this Agreement, notify the Corporation in writing of the commencement of the Proceeding. The failure to properly notify the Corporation shall not relieve the Corporation from any liability which it may have to the Director otherwise than under this Agreement. With respect to any Proceeding as to which the Director so notifies the Corporation of the commencement:

(a) The Corporation shall be entitled to participate in the Proceeding at its own expense.

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(b)	Except as otherwise provided in this Section 13, the Corporation may, at its option and jointly with any other indemnifying party similarly notified and electing to assume such defense, assume the defense of the Proceeding, with legal counsel reasonably satisfactory to the Director. The Director shall have the right to use separate legal counsel in the Proceeding, but the Corporation shall not be liable to the Director under this Agreement, including Section 9 above, for the fees and expenses of separate legal counsel incurred after notice from the Corporation of its assumption of the defense, unless (i) the Director reasonably concludes that there may be a conflict of interest between the Corporation and the Director in the conduct of the defense of the Proceeding, or (ii) the Corporation does not use legal counsel to assume the defense of such Proceeding. The Corporation shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Corporation or as to which the Director has made the conclusion provided for in (i) above.
(c)	If two or more persons who may be entitled to indemnification from the Corporation, including the Director, are parties to any Proceeding, the Corporation may require the Director to use the same legal counsel as the other parties. The Director shall have the right to use separate legal counsel in the Proceeding, but the Corporation shall not be liable to the Director under this Agreement, including Section 9 above, for the fees and expenses of separate legal counsel incurred after notice from the Corporation of the requirement to use the same legal counsel as the other parties, unless the Director reasonably concludes that there may be a conflict of interest between the Director and any of the other parties required by the Corporation to be represented by the same legal counsel.
(d)	The Corporation shall not be liable to indemnify the Director under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent, which shall not be unreasonably withheld. The Director shall permit the Corporation to settle any Proceeding that the Corporation assumes the defense of, except that the Corporation shall not settle any action or claim in any manner that would impose any penalty or limitation on the Director without the Director’s written consent.

14. Partial Indemnification.

     If the Director is entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the Expenses, judgments, fines or amounts paid in settlement, actually and reasonably incurred by the Director in connection with such Proceeding, but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Director for the portion of such Expenses, judgments, fines or amounts paid in settlement to which the Director is entitled.

15. Interpretation and Scope of Agreement.

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     Nothing in this Agreement shall be interpreted to constitute a contract of service for any particular period or pursuant to any particular terms or conditions. The Corporation retains the right, in its discretion, to terminate the service relationship of the Director, with or without cause, or to alter the terms and conditions of the Director’s service all without prejudice to any rights of the Director which may have accrued or vested prior to such action by the Corporation.

16. Severability.

     If this Agreement or any portion thereof shall be invalidated on any ground by any court of competent jurisdiction, the remainder of this Agreement shall continue to be valid and the Corporation shall nevertheless indemnify the Director as to Expenses, judgments, fines and amounts paid in settlement with respect to any Proceeding to the fullest extent permitted by any applicable portion of this Agreement that shall not have been invalidated.

17. Subrogation.

     In the event of payment under this Agreement, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of the Director. The Director shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Corporation effectively to bring suit to enforce such rights.

18. Notices.

     All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given upon delivery by hand to the party to whom the notice or other communication shall have been directed, or on the third business day after the date on which it is mailed by United States mail with first-class postage prepaid, addressed as follows:

(a)	If to the Director, to the address indicated on the signature page of this Agreement.
(b)	If to the Corporation, to
	The Greenbrier Companies, Inc. One Centerpointe Drive, Suite 200 Lake Oswego, Oregon 97035 USA Attention: President
	With a copy to:
	General Counsel The Greenbrier Companies, Inc. One Centerpointe Drive, Suite 200

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Lake Oswego, Oregon 97035 USA

or to any other address as either party may designate to the other in writing.

19. Counterparts.

     This Agreement may be executed in any number of counterparts, each of which shall constitute the original.

20. Applicable Law.

     This Agreement shall be governed by and construed in accordance with the internal laws of the state of Oregon without regard to the principles of conflict of laws.

21. Successors and Assigns.

     This Agreement shall be binding upon the Corporation and its successors and assigns.

22. Attorney Fees.

     If any suit, action (including, without limitation, any bankruptcy proceeding) or arbitration is instituted to enforce or interpret any provision of this Agreement, the prevailing party shall be entitled to recover from the party not prevailing, in addition to other relief that may be provided by law, an amount determined reasonable as attorney fees at trial and on any appeal of such suit or action.

23. Jurisdiction and Venue.

     Each party hereto expressly and irrevocably consents and submits to the jurisdiction and venue of any state or federal court sitting in Multnomah County, Oregon, in any action or proceeding arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceeding may be heard and determined in such court and to the appellate courts in connection with any appeal. The parties expressly waive all defenses of lack of personal jurisdiction, improper venue and forum non-conveniens with respect to such federal and state courts sitting within Multnomah County, Oregon. The parties expressly consent to (i) service of process being effected upon them by certified mail sent to the addresses set forth in this Agreement and (ii) any final judgment rendered against a party in any action or proceeding being enforceable in other jurisdictions in any manner provided by law.

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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first written above.

CORPORATION: THE GREENBRIER COMPANIES, INC.	DIRECTOR:
By:
Title:

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EX-10.16

Exhibit 10.16

THE GREENBRIER COMPANIES, INC.

AGREEMENT CONCERNING INDEMNIFICATION AND RELATED MATTERS
(Officers)

     This Agreement is made as of ____, 200___, by and between THE GREENBRIER COMPANIES, INC., an Oregon corporation (the “Corporation”), and                      (the “Officer”), an officer of the Corporation.

     WHEREAS, it is essential to the Corporation to retain and attract as officers of the Corporation and its subsidiaries and affiliates the most capable persons available and persons who have significant experience in business, corporate and financial matters; and

     WHEREAS, the Corporation has identified the Officer as a person possessing the background and abilities desired by the Corporation and desires the Officer to serve as an officer of the Corporation; and

     WHEREAS, the substantial increase in corporate litigation may, from time to time, subject corporate officers to burdensome litigation, the risks of which frequently far outweigh the advantages of serving in such capacity; and

     WHEREAS, in recent times the cost of liability insurance has increased and the availability of such insurance is, from time to time, severely limited; and

     WHEREAS, the Corporation and the Officer recognize that serving as an officer of a corporation or other business entity at times calls for subjective evaluations and judgments upon which reasonable persons may differ and that, in that context, it is anticipated and expected that officers will and do from time to time commit actual or alleged errors or omissions in the good faith exercise of their duties and responsibilities; and

     WHEREAS, it is the express policy of the Corporation to indemnify designated officers to the fullest extent permitted by law; and

     WHEREAS, the Articles of Incorporation of the Corporation permit, and the Bylaws of the Corporation require, indemnification of the directors and officers of the Corporation to the fullest extent permitted by law, including but not limited to the Oregon Business Corporation Act (the “OBCA”), and the OBCA expressly provides that the indemnification provisions set forth therein are not exclusive, and thereby contemplates that contracts may be entered into between the Corporation and its officers with respect to indemnification;

     WHEREAS, such rights of indemnification may be extended to officers, directors, employees or representatives of subsidiary or affiliated entities; and

     WHEREAS, the Corporation and the Officer desire to articulate clearly in contractual form their respective rights and obligations with regard to the Officer’s service on behalf of the

Corporation as an officer and with regard to claims for loss, liability, expense or damage which, directly or indirectly, may arise out of or relate to such service.

     NOW THEREFORE, the Corporation and the Officer agree as follows:

1. Agreement to Serve.

     The Officer shall serve as an officer of the Corporation or one or more of its subsidiaries or affiliates for so long as the Officer is duly elected or until the Officer tenders a resignation in writing. This Agreement creates no obligation on either party to continue the service of the Officer for a particular term or any term.

2. Definitions.

     As used in this Agreement:

(a)	The term “Proceeding” shall include any threatened, pending or completed action, suit or proceeding, whether brought in the right of the Corporation or otherwise, and whether of a civil, criminal, administrative or investigative nature, whether formal or informal, in which the Officer may be or may have been involved as a party, witness or otherwise, by reason of the fact that the Officer is or was an officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee, manager, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, whether or not serving in such capacity at the time any liability or expense is incurred for which exculpation, indemnification or reimbursement can be provided under this Agreement.
(b)	The term “Expenses” includes, without limitation thereto, expenses of investigations, judicial or administrative proceedings or appeals, attorney, accountant and other professional fees and disbursements and any expenses of establishing a right to indemnification under Section 12 of this Agreement, but shall not include amounts paid in settlement by the Officer or the amount of judgments or fines against the Officer.
(c)	References to “other enterprise” include, without limitation, employee benefit plans; references to “fines” include, without limitation, any excise taxes assessed on a person with respect to any employee benefit plan; references to “serving at the request of the Corporation” include, without limitation, any service as a director, officer, partner, trustee, manager, employee or agent which imposes duties on, or involves services by, such director, officer, partner, trustee, manager, employee or agent with respect to an employee benefit plan, its participants, or its beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an

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	employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Agreement.
(d)	References to “the Corporation” shall include, in addition to the resulting entity, any constituent corporation or other entity (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, partners, trustees, managers, employees or agents, so that any person who is or was a director, officer, partner, trustee, manager, employee or agent of such constituent entity, or is or was serving at the request of such constituent entity as a director, officer, partner, trustee, manager, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Agreement with respect to the resulting or surviving entity as such person would have with respect to such constituent entity if its separate existence had continued.
(e)	For purposes of this Agreement, the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to:

(i)	to the fullest extent authorized or permitted by any amendments to or replacements of the OBCA adopted after the date of this Agreement that increase the extent to which a corporation may indemnify or exculpate its officers or directors; and
(ii)	to the fullest extent permitted by the provision of the OBCA that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the OBCA.

3. Limitation of Liability

     To the fullest extent permitted by law, the Officer shall have no monetary liability of any kind or nature whatsoever in respect of the Officer’s errors or omissions (or alleged errors or omissions) in serving the Corporation or any of its subsidiaries or affiliates, their respective shareholders or any other enterprise at the request of the Corporation, so long as such errors or omissions (or alleged errors or omissions), if any, are not shown by clear and convincing evidence to have involved:

(i)	any breach of the Officer’s duty of loyalty to such entities, shareholders or enterprises;
(ii)	any act or omission not in good faith or which involved intentional misconduct or a knowing violation of law;
(iii)	any transaction from which the Officer derived an improper personal benefit;

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(iv)	any unlawful distribution (including, without limitation, dividends, stock repurchases and stock redemptions) as defined in the OBCA or, as applicable, in the limited liability company act of the state where the Company’s subsidiary is organized; or
(v)	profits made from the purchase and sale by the Officer of securities of the Corporation within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provision of any state statutory law or common law.

(b) Without limiting the generality of subparagraph (a) above and to the fullest extent permitted by law, the Officer shall have no personal liability to the Corporation or any of its subsidiaries or affiliates, their respective shareholders or any other person claiming derivatively through the Corporation, regardless of the theory or principle under which such liability may be asserted, for:

(i)	punitive, exemplary or consequential damages;
(ii)	treble or other damages computed based upon any multiple of damages actually and directly proved to have been sustained;
(iii)	fees of attorneys, accountants, expert witnesses or professional consultants; or
(iv)	civil fines or penalties of any kind or nature whatsoever.

4. Indemnity in Third Party Proceedings.

     The Corporation shall indemnify the Officer in accordance with the provisions of this Section 4 if the Officer was or is a party to, or is threatened to be made a party to, any Proceeding (other than a Proceeding by or in the right of the Corporation or one or more of its subsidiaries or affiliates to procure a judgment in its favor), against all Expenses, judgments, fines and amounts paid in settlement, actually and reasonably incurred by the Officer in connection with such Proceeding if the Officer acted in good faith and in a manner the Officer reasonably believed was in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, the Officer, in addition, had no reasonable cause to believe that the Officer’s conduct was unlawful. However, the Officer shall not be entitled to indemnification under this Section 4 in connection with any Proceeding charging improper personal benefit to the Officer in which the Officer is adjudged liable on the basis that personal benefit was improperly received by the Officer unless and only to the extent that the court conducting such Proceeding, or any other court of competent jurisdiction, determines upon application that, despite the adjudication of liability, the Officer is fairly and reasonably entitled to indemnification in view of all the relevant circumstances.

5. Indemnity in Proceedings by or in the Right of the Corporation.

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     The Corporation shall indemnify the Officer in accordance with the provisions of this Section 5 if the Officer was or is a party to, or is threatened to be made a party to, any Proceeding by or in the right of the Corporation or one or more of its subsidiaries or affiliates to procure a judgment in its favor, against all Expenses actually and reasonably incurred by the Officer in connection with the defense or settlement of such Proceeding if the Officer acted in good faith and in a manner the Officer reasonably believed was in or not opposed to the best interests of the Corporation. However, the Officer shall not be entitled to indemnification under this Section 5 in connection with any Proceeding in which the Officer has been adjudged liable to the Corporation unless and only to the extent that the court conducting such Proceeding, or any other court of competent jurisdiction, determines upon application that, despite the adjudication of liability, the Officer is fairly and reasonably entitled to indemnification in view of all the relevant circumstances.

6. Indemnification of Expenses of Successful Party.

     Notwithstanding any other provisions of this Agreement other than Section 8, to the extent that the Officer has been successful, on the merits or otherwise, in defense of any Proceeding or in defense of any claim, issue or matter therein, including the dismissal of an action without prejudice, the Corporation shall indemnify the Officer against all Expenses actually and reasonably incurred in connection therewith.

7. Additional Indemnification.

     Notwithstanding any limitation in Sections 4, 5 or 6, the Corporation shall indemnify the Officer to the fullest extent permitted by law with respect to any Proceeding (including a Proceeding by or in the right of the Corporation or one or more of its subsidiaries or affiliates to procure a judgment in its favor), against all Expenses, judgments, fines and amounts paid in settlement, actually and reasonably incurred by the Officer in connection with such Proceeding.

8. Exclusions.

     Notwithstanding any provision in this Agreement, the Corporation shall not be obligated under this Agreement to make any indemnification in connection with any claim made against the Officer:

(a)	for which payment is required to be made to or on behalf of the Officer under any insurance policy, except with respect to any excess amount to which the Officer is entitled under this Agreement beyond the amount of payment under such insurance policy;
(b)	if a court having jurisdiction in the matter finally determines that such indemnification is not lawful under any applicable statute or public policy;
(c)	in connection with any Proceeding (or part of any Proceeding) initiated by the Officer, or any Proceeding by the Officer against the Corporation or one or more of its subsidiaries or affiliates or their respective directors, managers, officers,

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employees or other persons entitled to be indemnified by the Corporation or such entity, unless:

(i)	the Corporation or such entity is expressly required by law to make the indemnification;
(ii)	the Proceeding was authorized by the Board of Directors, governing board or manager of the Corporation or such entity; or
(iii)	the Officer initiated the Proceeding pursuant to Section 12 of this Agreement and the Officer is successful in whole or in part in such Proceeding; or

(d)	for an accounting of profits made from the purchase and sale by the Officer of securities of the Corporation or such entity within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provision of any state statutory law or common law; or
(e)	in connection with any proceeding by an affiliate of the Corporation against the Officer in respect of a breach of the provisions of the Officer’s employment agreement with such affiliate.

9. Advances of Expenses.

     The Corporation shall pay the Expenses incurred by the Officer in any Proceeding (other than a Proceeding brought for an accounting of profits made from the purchase and sale by the Officer of securities of the Corporation within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provision of any state statutory law or common law) in advance of the final disposition of the Proceeding at the written request of the Officer, if the Officer:

(a)	furnishes the Corporation a written affirmation of the Officer’s good faith belief that the Officer is entitled to be indemnified under this Agreement; and
(b)	furnishes the Corporation a written undertaking to repay the advance to the extent that it is ultimately determined that the Officer is not entitled to be indemnified by the Corporation. Such undertaking shall be an unlimited general obligation of the Officer but need not be secured.

     Advances pursuant to this Section 9 shall be made no later than 10 days after receipt by the Corporation of the affirmation and undertaking described in Sections 9(a) and 9(b) above, and shall be made without regard to the Officer’s ability to repay the amount advanced and without regard to the Officer’s ultimate entitlement to indemnification under this Agreement. The Corporation may establish a trust, escrow account or other secured funding source for the payment of advances made and to be made pursuant to this Section 9 or of other liability incurred by the Officer in connection with any Proceeding.

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10. Nonexclusivity and Continuity of Rights.

     The indemnification, advancement of Expenses, and exculpation from liability provided by this Agreement shall not be deemed exclusive of any other rights to which the Officer may be entitled under any other agreement, any articles of incorporation, bylaws, or vote of shareholders or directors, the OBCA, or otherwise, both as to action in the Officer’s official capacity and as to action in another capacity while holding such office or occupying such position. The indemnification under this Agreement shall continue as to the Officer even though the Officer may have ceased to be an officer of the Corporation or a director, officer, partner, trustee, manager, employee or agent of an enterprise related to the Corporation and shall inure to the benefit of the heirs, executors, administrators and personal representatives of the Officer.

11. Procedure Upon Application for Indemnification.

     Any indemnification under Sections 4, 5, 6 or 7 shall be made no later than 45 days after receipt of the written request of the Officer, unless a determination that the Officer is not entitled to indemnification under this Agreement is made within such 45 day period:

(a)	by the Board of Directors by a majority vote of a quorum consisting of directors who are not parties to the applicable Proceeding;
(b)	if a quorum cannot be obtained under paragraph (a) of this Section 11, then by a majority vote of a committee of the Board of Directors that is (i) duly designated by the Board of Directors, with the participation of directors who are parties to the applicable Proceeding and (ii) consists solely of two or more directors not parties to the applicable Proceeding;
(c)	by independent legal counsel in a written opinion, which counsel shall be appointed (i) by a majority vote of the Board of Directors or its committee in the manner prescribed by paragraph (a) or paragraph (b) of this Section 11, or (ii) if a quorum of the Board of Directors cannot be obtained under paragraph (a) of this Section 11 or a committee cannot be designated under paragraph (b) of this Section 11, then by a majority vote of the full Board of Directors, including directors who are parties to the applicable Proceeding; or
(d)	by the shareholders of the Corporation.

12. Enforcement.

     The Officer may enforce any right to indemnification, advances or exculpation provided by this Agreement in any court of competent jurisdiction in compliance with Section 23 if:

(a) the Corporation denies the claim for indemnification or advances, in whole or in part; or

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(b) the Corporation does not dispose of such claim within the time period required by this Agreement.

     It shall be a defense to any such enforcement action (other than an action brought to enforce a claim for advancement of Expenses pursuant to, and in compliance with, Section 9 of this Agreement) that the Officer is not entitled to indemnification under this Agreement. However, except as provided in Section 13 of this Agreement, the Corporation shall not assert any defense to an action brought to enforce a claim for advancement of Expenses pursuant to Section 9 of this Agreement if the Officer has tendered to the Corporation the affirmation and undertaking required thereunder. The burden of proving by clear and convincing evidence that indemnification is not appropriate shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, a committee thereof, or independent legal counsel) to have made a determination prior to the commencement of such action that indemnification or exculpation is proper in the circumstances because the Officer has met the applicable standard of conduct nor an actual determination by the Corporation (including its Board of Directors, a committee thereof, or independent legal counsel) that indemnification or exculpation is improper because the Officer has not met such applicable standard of conduct, shall be asserted as a defense to the action or create a presumption that the Officer is not entitled to indemnification under this Agreement or otherwise. The Officer’s expenses incurred in connection with successfully establishing the Officer’s right to indemnification or advances, in whole or in part, in any Proceeding shall also be paid or reimbursed by the Corporation.

     The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that:

i)	the Officer is not entitled to indemnification under Sections 4, 5 or 7 of this Agreement because the Officer did not act in good faith and in a manner which the Officer reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the Officer’s conduct was unlawful; or
ii)	the Officer is not entitled to exculpation under Section 3 of this Agreement..

13. Notification and Defense of Claim.

     As a condition precedent to indemnification under this Agreement, not later than 30 days after receipt by the Officer of notice of the commencement of any Proceeding the Officer shall, if a claim in respect of the Proceeding is to be made against the Corporation under this Agreement, notify the Corporation in writing of the commencement of the Proceeding. The failure to properly notify the Corporation shall not relieve the Corporation from any liability which it may have to the Officer otherwise than under this Agreement. With respect to any Proceeding as to which the Officer so notifies the Corporation of the commencement:

     (a) The Corporation shall be entitled to participate in the Proceeding at its own expense.

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(b)

Except as otherwise provided in this Section 13, the Corporation may, at its option and jointly with any other indemnifying party similarly notified and electing to assume such defense, assume the defense of the Proceeding, with legal counsel reasonably satisfactory to the Officer. The Officer shall have the right to use separate legal counsel in the Proceeding, but the Corporation shall not be liable to the Officer under this Agreement, including Section 9 above, for the fees and expenses of separate legal counsel incurred after notice from the Corporation of its assumption of the defense, unless (i) the Officer reasonably concludes that there may be a conflict of interest between the Corporation and the Officer in the conduct of the defense of the Proceeding, or (ii) the Corporation does not use legal counsel to assume the defense of such Proceeding. The Corporation shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Corporation or as to which the Officer has made the conclusion provided for in (i) above.

(c)

If two or more persons who may be entitled to indemnification from the Corporation, including the Officer, are parties to any Proceeding, the Corporation may require the Officer to use the same legal counsel as the other parties. The Officer shall have the right to use separate legal counsel in the Proceeding, but the Corporation shall not be liable to the Officer under this Agreement, including Section 9 above, for the fees and expenses of separate legal counsel incurred after notice from the Corporation of the requirement to use the same legal counsel as the other parties, unless the Officer reasonably concludes that there may be a conflict of interest between the Officer and any of the other parties required by the Corporation to be represented by the same legal counsel.

     (d) The Corporation shall not be liable to indemnify the Officer under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent, which shall not be unreasonably withheld. The Officer shall permit the Corporation to settle any Proceeding that the Corporation assumes the defense of, except that the Corporation shall not settle any action or claim in any manner that would impose any penalty or limitation on the Officer without the Officer’s written consent.

14. Partial Indemnification.

     If the Officer is entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the Expenses, judgments, fines or amounts paid in settlement, actually and reasonably incurred by the Officer in connection with such Proceeding, but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Officer for the portion of such Expenses, judgments, fines or amounts paid in settlement to which the Officer is entitled.

15. Interpretation and Scope of Agreement.

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     Nothing in this Agreement shall be interpreted to constitute a contract of service for any particular period or pursuant to any particular terms or conditions. The Corporation retains the right, in its discretion, to terminate the service relationship of the Officer, with or without cause, or to alter the terms and conditions of the Officer’s service all without prejudice to any rights of the Officer which may have accrued or vested prior to such action by the Corporation.

16. Severability.

     If this Agreement or any portion thereof shall be invalidated on any ground by any court of competent jurisdiction, the remainder of this Agreement shall continue to be valid and the Corporation shall nevertheless indemnify the Officer as to Expenses, judgments, fines and amounts paid in settlement with respect to any Proceeding to the fullest extent permitted by any applicable portion of this Agreement that shall not have been invalidated.

17. Subrogation.

     In the event of payment under this Agreement, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of the Officer. The Officer shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Corporation effectively to bring suit to enforce such rights.

18. Notices.

     All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given upon delivery by hand to the party to whom the notice or other communication shall have been directed, or on the third business day after the date on which it is mailed by United States mail with first-class postage prepaid, addressed as follows:

(a)	If to the Officer, to the address indicated on the signature page of this Agreement.
(b)	If to the Corporation, to
	The Greenbrier Companies, Inc. One Centerpointe Drive, Suite 200 Lake Oswego, Oregon 97035 USA Attention: President
	With a copy to:
	General Counsel The Greenbrier Companies, Inc. One Centerpointe Drive, Suite 200 Lake Oswego, Oregon 97035 USA

or to any other address as either party may designate to the other in writing.

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19. Counterparts.

     This Agreement may be executed in any number of counterparts, each of which shall constitute the original.

20. Applicable Law.

     This Agreement shall be governed by and construed in accordance with the internal laws of the state of Oregon without regard to the principles of conflict of laws.

21. Successors and Assigns.

     This Agreement shall be binding upon the Corporation and its successors and assigns.

22. Attorney Fees.

     If any suit, action (including, without limitation, any bankruptcy proceeding) or arbitration is instituted to enforce or interpret any provision of this Agreement, the prevailing party shall be entitled to recover from the party not prevailing, in addition to other relief that may be provided by law, an amount determined reasonable as attorney fees at trial and on any appeal of such suit or action.

23. Jurisdiction and Venue.

     Each party hereto expressly and irrevocably consents and submits to the jurisdiction and venue of any state or federal court sitting in Multnomah County, Oregon, in any action or proceeding arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceeding may be heard and determined in such court and to the appellate courts in connection with any appeal. The parties expressly waive all defenses of lack of personal jurisdiction, improper venue and forum non-conveniens with respect to such federal and state courts sitting within Multnomah County, Oregon. The parties expressly consent to (i) service of process being effected upon them by certified mail sent to the addresses set forth in this Agreement and (ii) any final judgment rendered against a party in any action or proceeding being enforceable in other jurisdictions in any manner provided by law.

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     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first written above.

CORPORATION: THE GREENBRIER COMPANIES, INC.	OFFICER:
By:
Title:

12

EX-10.21

Exhibit 10.21

CODE OF BUSINESS CONDUCT AND ETHICS

     The Greenbrier Companies intend to observe the highest ethical standards in all their business dealings. Ethical conduct is the basis of our relationships with customers, suppliers, regulators and governmental agencies, and with one another. A sound ethical foundation helps to build a work environment which fosters self-respect, loyalty and dedication, and is free from discrimination.

     Each Greenbrier officer, director, employee and consultant is expected to assist the Companies in achieving a high ethical standard. We will endeavor to play an important citizenship role in the communities in which we operate.

     Greenbrier will conduct its relations with customers, suppliers, employees, stockholders and the press with honesty and integrity. In dealings with the public, we will be responsive and responsible, and open and timely in our communications.

     We prosper when we serve our customers well. Each organization and individual we do business with is entitled to expect a quality performance. Products and services offered by The Greenbrier Companies will be of the highest quality and as represented. Advertising and promotion will be truthful, not exaggerated or misleading.

     Greenbrier will honor its agreements. No bribes, bonuses, kickbacks, lavish entertainment, or gifts will be given or received in exchange for special position, price or privilege.

     Employees will maintain the confidentiality of sensitive or proprietary information and will not use such information for their personal benefit. Property of the Companies will be respected.

     Laws and regulations affecting the Companies will be obeyed. Illegal behavior will not be condoned or tolerated. Compliance with the law means not only observing laws, but conducting our business so that we will deserve and receive recognition as a law-abiding organization. We strive to avoid even the appearance of impropriety or unethical behavior.

     None of us should assume that Greenbrier’s interest ever requires conduct which is not in compliance with the law. No one in Greenbrier has authority to give any order or direction that would result in a violation of this Code.

CODE OF BUSINESS CONDUCT AND ETHICS — PAGE 1

Honesty in Dealings with Customers, Suppliers and Each Other

     The cornerstone of Greenbrier’s business conduct is honesty in all our dealings—honesty with our customers and suppliers, honesty with competitors and government agencies and honesty with each other within The Greenbrier Companies.

     Marketing. Greenbrier products and services will be marketed on their merits. Use of deceptive or misleading statements, or attempts to induce individuals to place their personal interests above those of the organizations which they represent, is a violation of our policy.

     We will not promise more than we believe we can deliver. We will always seek the best result for our customer. In discussing our competition, we will emphasize our own strengths and will not disparage the business of competitors.

     Accurate Records. Greenbrier and its subsidiaries are required to keep accurate books, records and accounts to fairly reflect the Companies’ transactions and to maintain an effective system of internal accounting controls. Each employee is responsible to ensure that the Company’s books and records are complete, accurate and supported by appropriate documents in auditable form. No false or misleading entries and no undisclosed or unrecorded funds or assets will be permitted for any reason. No payment will be made for purposes other than those described in the documents supporting the payment. Company funds may not be deposited in any personal or non-corporate account. Expense account and reimbursement records, invoices and (where applicable) time cards and records should be accurate and timely and honestly reflect actual transactions.

Avoiding Conflicts of Interest

     The term “conflict of interest” describes any circumstance that casts doubt on one’s ability to act with objectivity in Greenbrier’s interests. In identifying conflicts of interest perceptions can be as important as facts. Potential conflicts of interest which can result in a negative perception of our representative or Greenbrier should be avoided whenever possible.

     Remember, a conflict of interest can arise unexpectedly or accidentally, without any action or improper motive on your part. Each situation is different, and in evaluating yours, you will need to use good judgment. Under no circumstances should you advance your own interests or activities outside the Company at the expense of Greenbrier’s interest.

     Conflicts of interest arise in many circumstances. The principles set forth in this Code are intended to aid us all in using good judgment when such circumstances arise. However, some situations are not black and white and may well involve legitimate business activity. In such cases, the following policies reflect Greenbrier’s attempt to balance competing interests and establish objective standards of behavior to assist in recognizing and avoiding conflicts of interest:

CODE OF BUSINESS CONDUCT AND ETHICS — PAGE 2

•      Neither we nor any members of our families should have a material financial interest in a supplier, competitor, customer, distributor or any other organization which transacts business with Greenbrier unless the interest is disclosed to the Greenbrier Board of Directors. In addition, any financial interest would be improper if the combination of one’s job responsibility, the magnitude of one’s investment, and the particular business in which one has invested is such that it is likely to be perceived by other people (rightly or wrongly) as influencing one’s actions as an employee of Greenbrier. Minority investments in publicly held companies are not precluded by this policy.

•      Unless an exception is established by Greenbrier, we should not represent a supplier to any Greenbrier company, be part of a supplier’s operating management, or be a supplier to a Greenbrier company in one’s own right.

• Because they arise so frequently, gifts, business courtesies and entertainment are treated separately in this Code. These areas are among the most common potential conflicts of interest which many of us encounter in our work.

     Any conflict of interest should be reported to your supervisor.

Gifts, Business Courtesies and Entertaining

     Gifts between employees of different businesses range from widely distributed advertising novelties (which may be given and received), to bribes (which, of course, may not be given or received). Greenbrier representatives may pay for and accept customary business amenities such as meals, provided the expenses involved are kept at a reasonable level. In countries where local custom calls for giving gifts on special occasions to customers and others, gifts that are lawful, appropriate in nature and nominal in value may be given or exchanged.

     In the case of gifts, services and entertainment, there is a point of unacceptability. It is often difficult to determine where that point is. One way to approach this question is to recognize that the purpose of both gifts and entertainment in business is to create goodwill. It is inappropriate if the purpose of giving gifts or providing entertainment is to unduly influence the recipient or to secure preferential treatment. Another approach is to consider whether the public disclosure would be embarrassing to you or to Greenbrier.

     We should not give money or any gift to an executive, official or employee of any supplier, customer, government agency or other organization if it could be construed as improperly influencing the business relationship with Greenbrier. When dealing with government officials and employees, what is acceptable in the business world may not be permitted. In fact, such dealings may be unlawful. Greenbrier representatives should not make or offer any gift, loan, favor or service which could be viewed as an attempt to influence or bias the independent judgment of any government employee or official.

     Neither Greenbrier employees nor their families may accept money, non-customary gifts, or services of value, from any supplier as a result of the supplier’s business interests with our Companies. If we, or any family member, are offered money or a substantial gift, or if one arrives at our home or office, a supervisor should be informed. Appropriate arrangements will be made to return or dispose of the gift. We may accept a gift from a customer if it is of nominal

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value and is of a kind customarily offered to others having a similar relationship with the customer.

     Promotional premiums and discounts (including frequent flyer awards) offered by transportation companies, hotels, auto rental agencies and restaurants may be accepted when they are offered to travelers generally, unless Greenbrier has specified to the contrary. However, employees should not make travel arrangements which result in higher costs to Greenbrier than other available arrangements in order to receive travel awards. Since the nature of these offerings changes regularly, it is wise to consult with your supervisor if you have doubts.

Corporate Opportunities

     No employee, officer or director of Greenbrier can take for himself or herself personally opportunities that were discovered through the use of Greenbrier’s property, information or the person’s position with Greenbrier. Employees, officers and directors cannot compete with the Companies or use their property, information or position with the Companies for personal gain. Greenbrier’s legitimate interests must be considered when the opportunity to do so arises.

Greenbrier Property, Facilities and Confidential Information

     Greenbrier has a wide variety of assets. These assets range from physical assets, such as tools and equipment, to intangible properties like trade secrets, designs and inventions. Our time during work hours is also a valuable Company asset. Greenbrier needs all of these properties to conduct its business for the benefit of its stockholders and employees. Protecting these assets against loss, theft, and misuse is essential.

     Every Greenbrier employee is responsible for protecting property entrusted to him or her and for helping to protect the Companies’ assets in general. Greenbrier assets, equipment and supplies must be used only for conducting Company business or for other purposes authorized by management and should not be used for personal gain or other unauthorized purposes.

     Information systems, electronic and other communications facilities and databases are used extensively in Greenbrier’s business. These facilities must be used only for authorized Company purposes. Each computer software installation must be accomplished with legally obtained software and comply fully with applicable licensing agreements. Appropriate documentation supporting the legality of each software installation should be maintained.

     Confidential Information. Greenbrier’s confidential and proprietary information includes (among other items) business, financial and marketing plans, personnel information, inventions, research, and confidential information entrusted to the Company by vendors, customers and others. Confidential information must be used only by authorized persons and only in accordance with Greenbrier policies and procedures.

     Inadvertent disclosure of confidential information, even by loyal employees, can harm the Companies’ business. Information about products, prices, earnings, business volumes or capital requirements which has not previously been made public by Greenbrier is not to be

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discussed with anyone outside the Company. Discussions with people outside the Companies about confidential performance data, potential acquisitions, plans, dispositions and marketing strategies, as well as other confidential information, should be conducted only by authorized officers and employees and should be limited to business transactions requiring disclosure of such information.

     Questions from outsiders as to confidential subjects should be referred to the appropriate person in The Greenbrier Companies. Questions from securities analysts or investors, for example, should be referred to Greenbrier’s investor relations staff. Direct news media inquiries should be referred to the communications director, unless the employee has been authorized by Greenbrier to comment about the Companies or their business.

     Use of non-public Company information that could affect Greenbrier’s stock price is strictly prohibited both by the Company and by federal and state law. We must all take care to handle such information responsibly. Naturally, “insider trading” of Greenbrier stock is prohibited. Similarly prohibited is trading in the stock of any other company such as a potential acquisition target or any other company about which we obtain material non-public information through Greenbrier. Greenbrier has adopted a specific policy dealing with insider information and securities trading. Questions concerning these matters should be addressed to your supervisor or our investor relations staff.

International Transactions

     Even though the laws and business practices of foreign nations may differ from those in effect in the United States, the applicability of both foreign and U.S. laws to the Companies’ operations will be strictly observed.

     As Greenbrier expands its international presence, it is essential that we pay particular attention to rules applicable to international activities of American companies. The United States Foreign Corrupt Practices Act (“FCPA”) governs activities of American companies dealing abroad. In general, the FCPA prohibits offering anything of value to foreign officials for the purpose of improperly influencing an official decision. It also prohibits unlawful political contributions to obtain or retain business. And FCPA prohibits the use of false records or accounts in the conduct of foreign business. It is important to remember that FCPA prohibits such activities even though they may be employed by our competitors or be commonplace in the countries in which we have dealings. Violation of the FCPA can result in criminal prosecution and in civil suits and penalties. In some cases, individuals may be barred from serving as an officer or director of a public company. Greenbrier officers and employees engaged in international business must be aware of the FCPA and help to ensure compliance in all Greenbrier activities.

     Officers and employees who have questions concerning the legality of international activities should contact the office of our General Counsel.

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Community Service and Political Activity

     Participation is Encouraged. Greenbrier encourages its employees to be active participants in the community. Employees of Greenbrier participate in a wide variety of civic, charitable and political activities. However, these activities should be kept separate from our work.

     Public and Governmental Relations. Greenbrier employs governmental relations and public policy personnel who are assigned the responsibility of fulfilling the Companies’ corporate public affairs responsibility, communicating with public bodies and officials concerning the Companies’ position on public policy questions, and maintaining the goodwill and understanding of public officials. Communications of Greenbrier’s position to public officials or bodies by Greenbrier personnel must be coordinated with our designated governmental relations and public policy personnel.

     Political Contributions. Corporate contributions, direct or indirect, and of whatever amount or type, to any political candidate or party, or to any other organization that might use the contributions for a political candidate or party are illegal for all federal elections and for state and local elections in some states. No permissible corporate contributions may be made for political purposes without review by an authorized officer of Greenbrier. The Companies will not reimburse employees for any personal contributions made in support of a political party, candidate or committee, nor will it compensate employees for time devoted to political activity.

     The prohibition on corporate political contributions applies to both direct and indirect support of candidates or political parties. For example, Greenbrier is normally prohibited from purchasing tickets for special dinners or other fund raising events, loaning employees to political parties or committees, or furnishing transportation or duplicating facilities or services. Any Company political activity must be strictly limited, with the prior approval of the C.E.O., to matters which are clearly lawful and closely related to the interests of the Company, its employees and stockholders.

     The Company may periodically solicit contributions to political action committees, or recommend support of particular candidates. However, employees are not required to make personal political contributions on the Company’s behalf or to engage in political activities inconsistent with personal inclinations as a condition of employment or advancement.

     Political Beliefs and Activities. Each employee’s political beliefs and activities are a matter of personal conscience, provided they are conducted in such a way as not to bring discredit to The Greenbrier Companies. Employees should conduct themselves so as to make clear that any political views they may express are their own and not those of Greenbrier.

     Greenbrier may from time to time provide factual information to its employees and stockholders concerning the impact on the Company of specific issues, legislation, and other governmental, political and public matters.

CODE OF BUSINESS CONDUCT AND ETHICS — PAGE 6

     Holding Public Office. Employees may hold public office if the effective performance of the employee in his or her job with Greenbrier is not affected. A leave-of-absence to hold public office may be granted if approved by the C.E.O.

Antitrust Laws and Policies

     Greenbrier operates in a highly competitive environment. We intend to compete aggressively and fairly. Greenbrier will adhere to both the letter and the spirit of the United States antitrust laws. As Greenbrier expands its activities internationally, we must be sure that we also comply with laws governing competition in our host countries.

     In contacts with our competitors, we do not discuss pricing policy or other matters which might violate the antitrust laws. Discretion should be used in discussing matters such as contract terms and conditions, costs, inventories, market surveys or studies or production schedules. These matters are typically confidential to the Company. Disclosure may also conflict with antitrust laws. Collaboration or discussion with competitors on these subjects can be illegal.

     Whenever practical, vendors and contractors should be selected on the basis of competitive bidding.

Discrimination and Harassment

     Greenbrier is firmly committed to the principles of equality of opportunity as it relates to employment and human resources. Greenbrier will offer employment, training, compensation and advancement on the basis of qualification and merit, regardless of race, religion, sex, national origin, age or veteran status. Greenbrier will extend the same considerations to qualified disabled persons, consistent with the individual’s abilities to perform job duties safely and efficiently.

     Business relationships with competitors, suppliers and customers of Greenbrier must be conducted in such a manner as to avoid discrimination based on race, religion, sex, sexual orientation, national origin, age, veteran status or disability. Harassment of any nature (i.e., harassment in regard to race, color, religion, national origin, disability, sexual orientation, or sex) is specifically prohibited by a separate policy on harassment.

     Adherence to this policy of non-discrimination is the responsibility of all Greenbrier Companies and employees and may require special affirmative action by all levels of executive, managerial and supervisory personnel.

Safety and the Environment

     Safe operation of all Greenbrier activities is a must. We all have a responsibility to ensure that operations of The Greenbrier Companies are conducted safely. Employees are expected to observe established safety rules and practices and to follow instructions regarding safe and efficient performance of their work. Employees are encouraged to bring to the attention of supervisors or management any unsafe work practice, activity or condition.

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     Greenbrier is committed to operating its facilities in an environmentally sensitive and responsible manner. Detailed policies dealing with environmental practices have been adopted and will be continuously followed and enforced.

Substance Abuse

     Greenbrier’s policy on substance abuse has been established to help maintain a safe and productive work environment.

     Use of alcoholic beverages during business hours, including lunches and break periods is discouraged. Possession or use of alcoholic beverages on Greenbrier premises, except for authorized functions, is prohibited. Possession, use, purchase, or sale of illegal drugs in a Greenbrier facility is strictly prohibited.

     Reporting for work, or performing one’s job assignments, under the influence of alcohol or illegal substances is cause for immediate disciplinary action.

     Greenbrier will take reasonable steps to minimize intrusion into personal privacy in enforcing this policy. While opportunities for treatment and education will be important aspects of our substance abuse program, employees who violate this policy will be subject to appropriate disciplinary action, which may include termination of employment.

Administration, Compliance and Reporting

     Administration. This Code of Conduct has been adopted by the Board of Directors of The Greenbrier Companies, Inc. and applies to Greenbrier and all of its subsidiaries. All officers and supervisory employees of the Companies are charged with regular administration and enforcement of the policies and practices set forth in this Code. Final authority for administration of this Code rests with the Chief Executive Officer of The Greenbrier Companies and the Board of Directors. Any waiver of this Code for executive officers or directors may be made only by the Board of Directors or the Audit Committee and must be promptly disclosed to stockholders.

     Reporting. Greenbrier has established a reporting system which allows officers, employees and other agents of the Companies to report violations of any of the policies set forth in this Code, or of other Greenbrier policies. Upon observing or learning of any such violation, employees may report the same to their supervisors or by writing a letter, describing the suspected violation with as much detail as possible and directing the letter to the President of the Parent Company. Employees may, but are not required to, sign such letters. Anonymous letters will be investigated and acted upon in the same manner as those bearing a signature. All letters should be in as much detail as possible to permit Greenbrier to conduct an appropriate investigation.

     Letters and other reports of suspected violations will be kept in confidence and acted upon only by designated objective Greenbrier personnel unless disclosure is required or deemed

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advisable in connection with any governmental investigation or report, in the interest of The Greenbrier Companies, or in the Companies’ legal handling of the matter. Greenbrier will not condone any form of retribution upon any employee who uses the reporting system in good faith to report suspected wrongdoers, unless the individual reporting is one of the violators. The Companies will not tolerate any harassment or intimidation of any employee using the reporting system.

     For those persons who desire to make anonymous reporting complaints, the Company has retained an independent company, EthicsPoint, Inc., to establish a secure, confidential and anonymous reporting mechanism. EthicsPoint’s role is to facilitate secure reporting and record-keeping through its website and telephone hotline. EthicsPoint will not investigate or evaluate reports of Code violations.

     Any officer, director, employee or consultant of the Company or any subsidiary may submit a Reporting Complaint on a confidential or anonymous basis to EthicsPoint. If the reporting person desires anonymity, they should not access the EthicsPoint website from the Greenbrier computer network, but rather should use a personal computer or outside internet portal, or telephone the Ethics Point telephone hotline from outside the Company:

EthicsPoint website:	www.ethicspoint.com
Toll-free telephone hotline:	1 (866) 295-2647
	For international calls, see attached listing

     EthicsPoint will provide copies or transcripts of reports of Code violations to the Chief Financial Officer. Reports of Code violations which are submitted anonymously will remain anonymous. Anonymous reports of Code violations will be treated in the same manner as those bearing a signature. If requested by the reporting person, EthicsPoint will provide a process for handling follow-up questions directly with the reporting person to ensure confidentiality.

     Compliance. It is a condition of employment that each employee accept the responsibility for understanding and complying with the policies set forth in this Code. Greenbrier will require each employee, as well as each officer and director of the Companies to comply with the policies set forth in this Code. Greenbrier reserves the right to request any employee to complete and submit a statement in a form designated by Greenbrier pertaining to such employee’s compliance at any time or as frequently as Greenbrier may deem advisable.

     Any employee who violates any of the policies set forth in this Code is subject to disciplinary action including but not limited to suspension or termination of employment and such other action, including legal action, as Greenbrier believes to be appropriate under the circumstances.

Adopted by the Board of Directors on November 10, 1998.
Readopted by the Board of Directors on November 11, 2003.
Amended by the Board of Directors on January 8, 2008.

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The Greenbrier Companies
International Toll-free Dialing Instructions

Domestic Calls (U.S. and Canada):

         1.   Dial 1 (866) 295-2647

International Calls:

1.	To call EthicsPoint from: [Country]
2.	From an outside line dial [AT&T Access Code — See table below]
3.	At the prompt, dial 866-295-2647. This is a toll-free number. There is no need to dial a “1” before this number.
4.	If the telephone number listed above is not functioning, please make your report online through the EthicsPoint web site (www.ethicspoint.com). Please indicate in the report that the telephone number did not work.

Country	AT&T Access Code
Canada	See Domestic instructions above
Germany	0-800-2255-288
Mexico	01-800-288-2872
Mexico (alternative)	001-800-462-4240
Mexico (Por Cobrar Spanish)	01-800-112-2020
Poland	0-0-800-111-1111
United States	See Domestic instructions above

CODE OF BUSINESS CONDUCT AND ETHICS — PAGE 10

EX-10.23

Exhibit 10.23

AMENDMENT TO EMPLOYMENT AGREEMENT

     This Amendment to Employment Agreement dated as of June 26, 2008 (this “Amendment”) is entered into by and between The Greenbrier Companies, Inc. (“Company”) and James T. Sharp (“Employee”) and amends that certain Employment Agreement between such parties dated as of April 7, 2008 (the “Employment Agreement”). The purpose of this Amendment is to conform the Change of Control provisions to those offered in the Company’s plans and agreements generally. To accomplish these purposes, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

     1. Change of Control Period. Section 8.1 of the Agreement is amended by modifying the first sentence of that paragraph to read as follows:

“If, during the twenty-four month period following a Change of Control, the Company terminates Employee’s employment other than for Cause, or Employee terminates his employment either without any reason during the Window Period or for Good Reason, then the Company shall pay or provide the benefits set forth in subsections (a) — (c) below.”

     2. Except as hereby amended, the Employment Agreement shall remain in full force and effect.

THE GREENBRIER COMPANIES, INC.
By:	/s/ Mark J. Rittenbaum
Title: Executive VP and CFO
/s/ James T. Sharp
James T. Sharp

EX-10.24

Exhibit 10.24

THE GREENBRIER COMPANIES, INC.
2005 STOCK INCENTIVE PLAN

EMPLOYEE RESTRICTED SHARE AGREEMENT
(                     year vesting)

          This AGREEMENT is made as of this ___ day of ___, 200___ between The Greenbrier Companies, Inc., an Oregon corporation (the “Company”), and                                          (the “Participant”) under the Company’s 2005 Stock Incentive Plan (the “Plan”).

SECTION 1. ACQUISITION OF SHARES.

     (a) Transfer. On the terms and conditions set forth in this Agreement, the Company agrees to transfer to the Participant                                           shares of common stock of the Company (the “Shares”). The transfer shall occur at the offices of the Company on the date set forth above or at such other place and time as the parties may agree.

     (b) Stock Plan and Defined Terms. The transfer of the Shares is subject to the Plan, a copy of which the Participant acknowledges having received. The provisions of the Plan are incorporated into this Agreement by this reference. Initially capitalized terms not elsewhere defined are defined in the Plan or in Section 9 of this Agreement.

     (c) Withholding Taxes. In the event that the Company determines that it is required to withhold any tax as a result of the issuance of Shares pursuant to this Agreement, the Participant, as a condition to the receipt of such Shares, shall make arrangements satisfactory to the Company to enable it to satisfy all withholding requirements.

     (d) Vesting. The Shares shall vest in equal annual installments over a period of                       years, on the first, second,                     ,                      and                      anniversaries of the date of this Agreement. If the Participant’s Service terminates due to death, Disability, or Retirement, any unvested Shares shall immediately become fully vested. If the Participant’s Service terminates for any other reason, any unvested Shares shall automatically be forfeited, deemed cancelled and restored to the status of authorized but unissued shares as of the date of such termination and shall again be available for Awards under the Plan. In the event of a Change of Control, acceleration of vesting shall be governed by the terms of the individual agreement between the Company and the Participant, if any.

SECTION 2. RESTRICTIONS ON TRANSFER.

     (a) Restrictions on Transfer.

     (i) By accepting the Shares, the Participant agrees that, if at the time of any proposed resale of the Shares the resale of the Shares is not exempt from registration under the Securities Act or covered by an effective registration statement filed under the Securities Act, the Participant will enter into such representations, warranties and

Employee Restricted Share Agreement
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agreements as the Company may reasonably request to comply with the Securities Act or any other securities laws or with this Agreement.

     (ii) The Participant shall not sell, transfer, assign, pledge or otherwise dispose of any unvested Shares, whether voluntarily or by operation of law, or by gift, bequest or otherwise, without the written consent of the Company. Any sale or transfer, or purported sale or transfer, of unvested Shares, or any right or interest in unvested Shares, in violation of this provision shall be null and void.

     (b) Securities Law Restrictions. Regardless of whether the offering and sale of Shares under the Plan have been registered under the Securities Act or have been registered or qualified under the securities laws of any state, the Company at its discretion may impose restrictions upon the sale, pledge or other transfer of the Shares (including the placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions) if, in the judgment of the Company, such restrictions are necessary or desirable in order to achieve compliance with the Securities Act, the securities laws of any state or any other law.

     (c) Market Stand-Off. In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, the Participant shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer, or agree to engage in any of the foregoing transactions with respect to, any Shares without the prior written consent of the Company or its underwriters. Such restriction (the “Market Stand Off”) shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriters. In the event of the declaration of a stock dividend, a spin off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any Shares subject to the Market Stand Off, or into which such Shares thereby become convertible, shall immediately be subject to the Market Stand Off. In order to enforce the Market Stand Off, the Company may impose stop-transfer instructions with respect to the Shares until the end of the applicable stand-off period. The Company’s underwriters shall be beneficiaries of the agreement set forth in this Subsection (c). This Subsection (c) shall not apply to Shares registered in the public offering under the Securities Act.

     (d) Rights of the Company. The Company shall not be required to (i) transfer on its books any Shares that have been sold or transferred in contravention of this Agreement or (ii) treat as the owner of Shares, or otherwise to accord voting, dividend or liquidation rights to, any transferee to whom Shares have been transferred in contravention of this Agreement.

SECTION 3. SUCCESSORS AND ASSIGNS.

     Except as otherwise expressly provided to the contrary, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the Company and its successors and assigns and be binding upon the Participant and the Participant’s legal representatives, heirs, legatees, distributees, assigns and transferees by operation of law, whether or not any such person has become a party to this Agreement or has agreed in writing to join herein and to be bound by the terms, conditions and restrictions hereof.

Employee Restricted Share Agreement
Page 2

SECTION 4. NO RETENTION RIGHTS.

     Nothing in this Agreement or in the Plan shall confer upon the Participant any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Parent or Subsidiary employing or retaining the Participant) or of the Participant, which rights are hereby expressly reserved by each, to terminate his or her Service at any time and for any reason, with or without cause.

SECTION 5. LEGENDS.

     If at the time of any proposed resale of the Shares the resale of the Shares is not covered by an effective registration statement filed under the Securities Act, all certificates evidencing Shares shall bear the following legend:

     “THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED FOR RESALE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.”

     Until such time as all Shares represented by a certificate shall become fully vested, all certificates evidencing Shares shall bear the following legend:

     “THE SHARES REPRESENTED HEREBY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE COMPANY OR THE REGISTERED HOLDER). SUCH AGREEMENT GRANTS TO THE COMPANY CERTAIN RIGHTS UPON TERMINATION OF SERVICE WITH THE COMPANY. THE SECRETARY OF THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.”

Employee Restricted Share Agreement
Page 3

SECTION 6. NOTICE.

     Any notice required by the terms of this Agreement shall be given in writing and shall be deemed effective upon personal delivery or upon deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid. Notice shall be addressed to the Company at its principal executive office and to the Participant at the address that he or she most recently provided to the Company.

SECTION 7. ENTIRE AGREEMENT.

     This Agreement and the Plan constitute the entire contract between the parties hereto with regard to the subject matter hereof. They supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) which relate to the subject matter hereof.

SECTION 8. CHOICE OF LAW.

     This Agreement shall be governed by, and construed in accordance with, the laws of the State of Oregon, as such laws are applied to contracts entered into and performed in such State.

SECTION 9. DEFINITIONS.

     Initially capitalized terms not otherwise defined herein shall have the meanings as defined in the Plan.

     (a) “Agreement” shall mean this Employee Restricted Share Agreement.

     (b) “Participant” shall mean the individual named in the first paragraph of this Agreement.

     (c) “Retirement” shall mean the termination of the Participant’s Service with the Company or its Subsidiaries either (i) on or after attainment of age 62 or, (ii) at the discretion of the Chief Executive Officer, the Chief Financial Officer or the designee of either of them, on or after the date that the Participant’s age plus years of Service equals 62.

     (d) “Securities Act” shall mean the Securities Act of 1933, as amended.

     (h) “Shares” shall mean the shares of common stock of the Company acquired by the Participant pursuant to this Agreement, as adjusted in accordance with Article 11 of the Plan (if applicable).

Employee Restricted Share Agreement
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SECTION 10. EXECUTION.

The parties have executed this Agreement as of the date first written above.

COMPANY:

By:

Title:

PARTICIPANT:

Employee Restricted Share Agreement
Page 5

EX-10.25

Exhibit 10.25

THE GREENBRIER COMPANIES, INC.
2005 STOCK INCENTIVE PLAN

EMPLOYEE RESTRICTED SHARE AGREEMENT

          This AGREEMENT is made as of this ___ day of                                         , 2008 between The Greenbrier Companies, Inc., an Oregon corporation (the “Company”), and                                          (the “Participant”) under the Company’s 2005 Stock Incentive Plan (the “Plan”).

SECTION 1. ACQUISITION OF SHARES.

     (a) Transfer. On the terms and conditions set forth in this Agreement, the Company agrees to transfer to the Participant                                          shares of common stock of the Company (the “Shares”), of which                                          Shares will vest in equal installments over a period of five years (the “Time-Vested Shares”) and of which                                          Shares will vest on                                          (the “Vesting Date”) only if the performance criteria described in subsections 1(e)(i)-(iii) have been met or exceeded (the “Performance-Vested Shares”). The transfer shall occur at the offices of the Company on the date set forth above or at such other place and time as the parties may agree.

     (b) Stock Plan and Defined Terms. The transfer of the Shares is subject to the Plan, a copy of which the Participant acknowledges having received. The provisions of the Plan are incorporated into this Agreement by this reference. Initially capitalized terms not elsewhere defined are defined in the Plan or in Section 9 of this Agreement.

     (c) Withholding Taxes. In the event that the Company determines that it is required to withhold any tax as a result of the issuance of Shares pursuant to this Agreement, the Participant, as a condition to the receipt of such Shares, shall make arrangements satisfactory to the Company to enable it to satisfy all withholding requirements.

     (d) Vesting of Time-Vested Shares. The Time-Vested Shares shall vest in equal annual installments over a period of five years, on the first, second, third, fourth and fifth anniversaries of the date of this Agreement. If the Participant’s Service terminates due to death, Disability, or Retirement, any unvested Time-Vested Shares shall immediately become fully vested. If the Participant’s Service terminates for any other reason, any unvested Time-Vested Shares shall automatically be forfeited, deemed cancelled and restored to the status of authorized but unissued shares as of the date of such termination and shall again be available for Awards under the Plan. In the event of a Change of Control, acceleration of vesting shall be governed by the terms of the individual agreement between the Company and the Participant, if any.

     (e) Vesting of Performance-Vested Shares. Subject to subsections 1(e)(iv) and (v) below, the Performance-Vested Shares shall vest in their entirety on the Vesting Date only if the performance criteria set forth in subsections 1(e)(i)-(iii) immediately below have been met or exceeded:

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Page 1

(i)	Revenue Growth — Revenue shall have increased at an average annual rate of not less than 10% for the three fiscal years ended August 31, 2010; and
(ii)	Earnings Growth — Net Earnings shall have increased at an average annual rate of not less than 12% for the three fiscal years ended August 31, 2010; and
(iii)	Return on Equity — Return on average Stockholders’ Equity shall have been achieved at an average of at least 15% per year over the three fiscal years ended August 31, 2010.
(iv)	Termination of Service — If the Participant’s service terminates due to death or Disability prior to the Vesting Date, any unvested Performance-Vested Shares shall immediately become fully vested. If the Participant’s service terminates prior to the Vesting Date for any other reason, any unvested Performance-Vested Shares shall automatically be forfeited, deemed cancelled and restored to the status of authorized but unissued shares as of the date of such termination and shall again be available for Awards under the Plan.
(v)	Change of Control — In the event of a Change of Control before August 31, 2010, the Performance-Vested Shares shall automatically vest in their entirety on the Vesting Date, regardless of whether the performance criteria have been met or exceeded.

SECTION 2. RESTRICTIONS ON TRANSFER.

     (a) Restrictions on Transfer.

          (i) By accepting the Shares, the Participant agrees that, if at the time of any proposed resale of the Shares the resale of the Shares is not exempt from registration under the Securities Act or covered by an effective registration statement filed under the Securities Act, the Participant will enter into such representations, warranties and agreements as the Company may reasonably request to comply with the Securities Act or any other securities laws or with this Agreement.

          (ii) The Participant shall not sell, transfer, assign, pledge or otherwise dispose of any unvested Shares, whether voluntarily or by operation of law, or by gift, bequest or otherwise, without the written consent of the Company. Any sale or transfer, or purported sale or transfer, of unvested Shares, or any right or interest in unvested Shares, in violation of this provision shall be null and void.

     (b) Securities Law Restrictions. Regardless of whether the offering and sale of Shares under the Plan have been registered under the Securities Act or have been registered or qualified under the securities laws of any state, the Company at its discretion may impose restrictions upon the sale, pledge or other transfer of the Shares (including the placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions) if, in the

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Page 2

judgment of the Company, such restrictions are necessary or desirable in order to achieve compliance with the Securities Act, the securities laws of any state or any other law.

     (c) Market Stand-Off. In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, the Participant shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer, or agree to engage in any of the foregoing transactions with respect to, any Shares without the prior written consent of the Company or its underwriters. Such restriction (the “Market Stand Off”) shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriters. In the event of the declaration of a stock dividend, a spin off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any Shares subject to the Market Stand Off, or into which such Shares thereby become convertible, shall immediately be subject to the Market Stand Off. In order to enforce the Market Stand Off, the Company may impose stop-transfer instructions with respect to the Shares until the end of the applicable stand-off period. The Company’s underwriters shall be beneficiaries of the agreement set forth in this Subsection (c). This Subsection (c) shall not apply to Shares registered in the public offering under the Securities Act.

     (d) Rights of the Company. The Company shall not be required to (i) transfer on its books any Shares that have been sold or transferred in contravention of this Agreement or (ii) treat as the owner of Shares, or otherwise to accord voting, dividend or liquidation rights to, any transferee to whom Shares have been transferred in contravention of this Agreement.

SECTION 3. SUCCESSORS AND ASSIGNS.

     Except as otherwise expressly provided to the contrary, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the Company and its successors and assigns and be binding upon the Participant and the Participant’s legal representatives, heirs, legatees, distributees, assigns and transferees by operation of law, whether or not any such person has become a party to this Agreement or has agreed in writing to join herein and to be bound by the terms, conditions and restrictions hereof.

SECTION 4. NO RETENTION RIGHTS.

     Nothing in this Agreement or in the Plan shall confer upon the Participant any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Parent or Subsidiary employing or retaining the Participant) or of the Participant, which rights are hereby expressly reserved by each, to terminate his or her Service at any time and for any reason, with or without cause.

SECTION 5. LEGENDS.

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Page 3

     If at the time of any proposed resale of the Shares the resale of the Shares is not covered by an effective registration statement filed under the Securities Act, all certificates evidencing Shares shall bear the following legend:

     “THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED FOR RESALE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.”

     Until such time as all Shares represented by a certificate shall become fully vested, all certificates evidencing Shares shall bear the following legend:

     “THE SHARES REPRESENTED HEREBY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE COMPANY OR THE REGISTERED HOLDER). SUCH AGREEMENT GRANTS TO THE COMPANY CERTAIN RIGHTS UPON TERMINATION OF SERVICE WITH THE COMPANY. THE SECRETARY OF THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.”

SECTION 6. NOTICE.

     Any notice required by the terms of this Agreement shall be given in writing and shall be deemed effective upon personal delivery or upon deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid. Notice shall be addressed to the Company at its principal executive office and to the Participant at the address that he or she most recently provided to the Company.

SECTION 7. ENTIRE AGREEMENT.

     This Agreement and the Plan constitute the entire contract between the parties hereto with regard to the subject matter hereof. They supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) which relate to the subject matter hereof.

SECTION 8. CHOICE OF LAW.

     This Agreement shall be governed by, and construed in accordance with, the laws of the State of Oregon, as such laws are applied to contracts entered into and performed in such State.

SECTION 9. DEFINITIONS.

     Initially capitalized terms not otherwise defined herein shall have the meanings as defined in the Plan.

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     (a) “Agreement” shall mean this Employee Restricted Share Agreement.

     (b) “Net Earnings” shall mean the net earnings or loss set forth in the audited Consolidated Statement of Operations for the Company and its subsidiaries for each of the fiscal years in the three-year period ending August 31, 2010.

     (c) “Participant” shall mean the individual named in the first paragraph of this Agreement.

     (d) “Retirement” shall mean the termination of the Participant’s Service with the Company or its Subsidiaries either (i) on or after attainment of age 62 or, (ii) at the discretion of the Chief Executive Officer, the Chief Financial Officer or the designee of either of them, on or after the date that the Participant’s age plus years of Service equals 62.

     (e) “Revenue” shall mean the revenue set forth in the audited Consolidated Statement of Operations for the Company and its subsidiaries for each of the fiscal years in the three-year period ending August 31, 2010.

     (f) “Securities Act” shall mean the Securities Act of 1933, as amended.

     (g) “Shares” shall mean the shares of common stock of the Company acquired by the Participant pursuant to this Agreement, as adjusted in accordance with Article 11 of the Plan (if applicable).

     (h) “Stockholders’ Equity” shall mean the stockholders’ equity set forth in the audited Consolidated Financial Statements of the Company and its subsidiaries for each of the fiscal years in the three-year period ending August 31, 2010. Return on average stockholders’ equity refers to the ratio of: (a) Net Earnings to (b) the average of beginning and ending stockholders’ equity for such year. In addition to the earnings or loss for the year, stockholders’ equity will be reduced by the dividends paid or accrued during the year and will be increased or decreased by changes in additional paid-in capital (“APIC”), stock and other comprehensive income (“OCI”) occurring during the year.

SECTION 10. RETAINED DISCRETION OF COMPENSATION COMMITTEE.

     In applying the vesting criteria applicable to Performance-Vested Shares under this Agreement, the Compensation Committee of the Board of Directors of the Company has retained discretion to adjust Net Earnings and average Stockholders’ Equity, otherwise determined in accordance with generally accepted accounting principals, to take into account the impact of specific non-recurring revenue or expense items in any given period that are not reflective of the ongoing operations of the Company and its subsidiaries, such as expenses resulting from significant growth initiatives or gains or losses from non-operating sources.

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Page 5

     The parties have executed this Agreement as of the date first written above.

PARTICIPANT:	COMPANY:
	The Greenbrier Companies, Inc.
	By:
Signature
	Name:
Name
	Title:

Employee Restricted Share Agreement
Page 6

EX-10.26

Exhibit 10.26

FORM OF CHANGE OF CONTROL AGREEMENT
FOR SENIOR MANAGERS

     This Change of Control Agreement for Senior Managers (this “Agreement”) is entered into by and between The Greenbrier Companies, Inc., an Oregon corporation (the “Company”), and                                (the “Executive”) as of the       day of           , 200_.

     A. The Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility or occurrence of a Change of Control (as defined in Section 2) of the Company. The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or potential Change of Control and to encourage the Executive’s full attention and dedication to the Company currently and in the event of any pending or potential Change of Control, and to provide the Executive with compensation and benefits arrangements upon a Change of Control which ensure that the compensation and benefits expectations of the Executive will be satisfied and which are competitive with those of other corporations.

     Therefore, in consideration of the promises and covenants contained herein, and for other good and valuable consideration, the adequacy and receipt of which the parties acknowledge, it is hereby agreed as follows:

1. Intent; Certain Definitions.

     The intent of this Agreement is to entitle the Executive to receive from the Company certain payments and benefits in the event that the Executive’s employment is terminated following a Change of Control, subject to the terms, conditions and limitations set forth herein.

     (a) The “Effective Date” shall mean the first date during the Change of Control Period (as defined in Section 1(b)) on which a Change of Control occurs, subject to Section 1(c), below.

     (b) The “Change of Control Period” shall mean the period commencing on the Effective Date and ending on the second anniversary of such date.

     (c) Notwithstanding any other provision of this Agreement to the contrary, if a Change of Control occurs and if the Executive’s employment with the Company is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect the Change of Control or (ii) otherwise arose in connection with or anticipation of the Change of Control, then for all purposes of this Agreement the “Effective Date” shall mean the date immediately prior to the date of such termination of employment, and such termination shall be deemed to have occurred during the Change of Control Period.

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2. Change of Control.

For the purpose of this Agreement, a “Change of Control” shall mean the occurrence of any of the following:

     (a) The acquisition by any individual, entity or group (within the meaning of section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30 percent or more of the stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of the Company (irrespective of whether at the time stock of any class or classes of the Company shall have or might have voting power by reason of the happening of any contingency); provided, however, that for purposes of this subsection (a), the following acquisitions will not constitute a Change of Control: (i) any acquisition directly from the Company; (ii) any acquisition by the Company or a subsidiary of the Company; or (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company.

     (b) The individuals who, as of the date of this Agreement, are the members of the Board of Directors of the Company (the “Incumbent Board”) cease for any reason to constitute a majority of the Board, unless the election or appointment, or nomination for election or appointment, of any new member of the Board was approved by a vote of a majority of the Incumbent Board of Directors, then such new member shall be considered as though such individual were a member of the Incumbent Board.

     (c) The consummation of a merger or consolidation involving the Company if the stockholders owning the capital and profits (“ownership interests”) of the Company immediately before such merger or consolidation do not, as a result of such merger or consolidation, own, directly or indirectly, more than 50 percent of the combined voting power or ownership interests of the Company, or the entity resulting from such merger or consolidation, in substantially the same proportion as their ownership of the combined voting power or ownership interests outstanding immediately before such merger or consolidation.

     (d) The sale or other disposition of all or substantially all of the assets of the Company.

     (e) The dissolution or the complete or partial liquidation of the Company.

3. Termination of Employment.

     (a) Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the Change of Control Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Change of Control Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 13(b) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the “Disability Effective Date”), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time

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performance of the Executive’s duties. For purposes of this Agreement, “Disability” shall mean the absence of the Executive from the Executive’s duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative (such agreement as to acceptability not to be withheld unreasonably).

     (b) Cause. The Company may terminate the Executive’s employment during the Change of Control Period for Cause. For purposes of this Agreement, “Cause” shall mean (i) a willful and continued failure to perform substantially the Executive’s duties with the Company, other than such failure (A) resulting from Executives’ Disability or incapacity due to bodily injury or physical or mental illness; or (B) for which a demand for substantial performance is delivered to Executive which specifically identifies the manner in which Executive has not substantially performed Executive’s duties and provides a 30-day period during which time Executive may take corrective actions, which period of time has not yet expired; or (ii) the conviction of the Executive (including a plea of nolo contendere) of a felony or gross misdemeanor under federal or state law which is materially and demonstrably injurious to the Company or which impairs the Executive’s ability to perform substantially the Executive’s duties for the Company.

     (c) Good Reason; Window Period. The Executive’s employment may be terminated (i) during the Change of Control Period by the Executive for Good Reason or (ii) during the Window Period by the Executive without any reason. For purposes of this Agreement, the “Window Period” shall mean the 30-day period immediately following the first anniversary of the Effective Date. For purposes of this Agreement, “Good Reason” shall mean:

          (A) A material change in Executive’s status, positions, duties or responsibility as an employee of the Company as in effect immediately prior to the Effective Date which may reasonably be considered to be an adverse change, except in connection with the termination of Executive’s employment for Cause or due to Disability or death, or resulting from Executive’s decision for any reason other than for Good Reason;

          (B) A reduction by the Company of Executive’s base salary exceeding 5 percent of Executive’s prior year’s base salary (or an adverse change in the form or timing of the payment thereof) as in effect immediately prior to the Effective Date;

          (C) A reduction by the Company of Executive’s annual bonus exceeding 20 percent of Executive’s prior year’s annual bonus (unless such reduction relates to the amount of annual bonus payable to Executive for the achievement of specified performance goals or to the attainment of profitability levels of the Company or certain of its subsidiaries, and the non-achievement of such goals and/or the non-attainment of profitability levels of the Company or certain of its subsidiaries is the reason for the reduction in Executive’s annual bonus compared to the prior year’s bonus);

          (D) the Company’s requiring the Executive to be based at any office more than 35 miles from where Executive’s office is located immediately prior to the Effective Date;

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Page 3

          (E) any purported termination by the Company of the Executive’s employment otherwise than as expressly permitted by this Agreement; or

          (F) any failure by the Company to comply with and satisfy Section 12(c), provided that such successor has received at least ten days’ prior written notice from the Company or the Executive of the requirements of Section 12(c).

For purposes of this Section 3(c), any good faith determination of “Good Reason” made by the Executive shall be conclusive.

     (d) Notice of Termination. Any termination by the Company for Cause, or by the Executive without any reason during the Window Period or for Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 13(b). For purposes of this Agreement, a “Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date of such notice. The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company hereunder or preclude the Executive or the Company from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

     (e) Date of Termination. “Date of Termination” means (i) if the Executive’s employment is terminated by the Company for Cause, or by the Executive for Good Reason, the date of receipt of the Notice of Termination or any later date specified therein, as the case may be, (ii) if the Executive’s employment is terminated by the Company other than for Cause or Disability, the Date of Termination shall be the date on which the Company notifies the Executive of such termination, and (iii) if the Executive’s employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of the Executive or the Disability Effective Date, as the case may be.

4. Obligations of the Company upon Termination.

     (a) Good Reason or During the Window Period; Other than for Cause or Disability. If, during the Change of Control Period, the Company shall terminate the Executive’s employment other than for Cause or Disability or the Executive shall terminate employment either for Good Reason or without any reason during the Window Period:

     (i) Subject to Section 5 below, the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts:

          (A) the Executive’s Base Salary through the Date of Termination and

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any accrued vacation pay, in each case to the extent not previously paid (the sum of such amounts shall be hereinafter referred to as the “Accrued Obligations”); and

          (B) the amount equal to                      times the amount of the sum of (x) the Executive’s Base Salary and (y) the Average Bonus (such amount shall be hereinafter referred to as the “Severance Amount”).

     (ii) “Base Salary” shall mean Executive’s current annual base salary in effect at the time a Change in Control occurs. “Average Bonus” shall mean the average of the two most recent annual bonuses received by the Executive prior to the year in which a Change of Control occurs, or, if the Executive shall not have been employed by the Company for a sufficient tenure as to have been eligible to receive two annual bonuses, an amount equal to the most recent annual bonus, if any, received by the Executive.

     (iii) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive and/or the Executive’s family any other amounts or benefits required to be paid or provided or which the Executive and/or the Executive’s family is eligible to receive pursuant to this Agreement and under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies as in effect and applicable generally to other peer Executives of the Company and its affiliated companies and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally thereafter with respect to other peer Executives of the Company and its affiliated companies and their families (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).

     (iv) All unvested stock options and restricted stock grants held by Executive shall become fully vested and exercisable as of the Date of Termination.

     (v) For a period of two years and one-half years following the Date of Termination (the “Executive Benefit Continuation Period”), the Company shall continue to provide all insured and self-insured employee benefits (including, without limitation, medical, life, dental, vision and disability plans) to the Executive and/or the Executive’s family reasonably similar to those which would have been provided to them in accordance with the plans, programs, practices and policies if the Executive’s employment had not been terminated (such continuation of benefits shall be referred to as “Executive Benefit Continuation”). If the Executive becomes reemployed with another employer during the Executive Benefit Continuation Period and is eligible to receive medical or other employee benefits under another employer provided plan, the Company shall not be obligated to continue to provide the medical and other employee benefits described herein, to the extent that reasonably similar medical or other benefits are available to the Executive pursuant to such employer-provided plan. For purposes of Executive’s rights to continuation coverage pursuant to COBRA, Executive shall be considered to have remained employed until, and Executive’s COBRA rights shall be triggered by, the end of the Executive Benefit Continuation Period. “COBRA” refers to the Consolidated Omnibus Budget Reconciliation Act of 1985.

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     (b) Death. If the Executive’s employment is terminated by reason of the Executive’s death during the Change of Control Period, this Agreement shall terminate without further obligations to the Executive’s legal representatives under this Agreement, other than for (i) payment of Accrued Obligations (which shall be paid to the Executive’s estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the Date of Termination); and (ii) the timely payment or provision of the Executive Benefit Continuation and Other Benefits.

     (c) Disability. If the Executive’s employment is terminated by reason of the Executive’s Disability during the Change of Control Period, this Agreement shall terminate without further obligations to the Executive, other than for (i) payment of Accrued Obligations (which shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination); and (ii) the timely payment of provision of the Executive Benefit Continuation and Other Benefits.

     (d) Cause; Other than for Good Reason. If the Executive’s employment shall be terminated for Cause during the Change of Control Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive Annual Base Salary through the Date of Termination to the extent previously unpaid. If the Executive terminates employment during the Change of Control Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued Obligations and the timely payment or provision of Other Benefits. In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

5. Six-Month Payment Delay for Specified Executives. Notwithstanding any other provision of this Agreement to the contrary, in the event that the Executive is determined to be a “specified employee” within the meaning of Treas. Reg. §1.409A-1(i), then no payments shall be made to the Executive pursuant to this Agreement before the date that is six months after the date of the Executive’s separation from service, as that term is defined in Treas. Reg. §1.409A-1(h).

6. Non-competition Agreement.

     The Company’s obligations under this Agreement are expressly conditioned upon and subject to Executive having executed and remaining in compliance with the terms of a non-competition agreement in favor of the Company and its subsidiaries in a form acceptable to the Company.

7. Non-Exclusivity of Rights.

Except as provided in Sections 4(a)(v), 4(b) and 4(c), nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in any plan, program, policy or practice provided by the Company or any of its affiliated companies and for which the Executive may qualify, nor shall anything herein limit or otherwise affect such rights as the Executive may have under any contract or agreement with the Company or any of its affiliated companies. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of, or any contract or agreement with, the Company or any of its affiliated companies at or subsequent to the Date of Termination shall be payable in accordance

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with such plan, policy, practice or program or contract or agreement except as explicitly modified by this Agreement.

8. Full Settlement; Resolution of Disputes.

     (a) The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and, except as provided in Section 4(a)(ii), such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay promptly as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable Federal rate provided for in section 7872(f)(2)(A) of the Internal Revenue Code (the “Code”).

     (b) If there shall be any dispute between the Company and the Executive (i) in the event of any termination of the Executive’s employment by the Company, whether such termination was for Cause, or (ii) in the event of any termination of employment by the Executive, whether Good Reason existed, then, unless and until there is a final, nonappealable judgment by a court of competent jurisdiction declaring that such termination was for Cause or that the determination by the Executive of the existence of Good Reason was not made in good faith, the Company shall pay all amounts, and provide all benefits, to the Executive and/or the Executive’s family or other beneficiaries, as the case may be, that the Company would be required to pay or provide pursuant to Section 4(a) as though such termination were by the Company without Cause, or by the Executive with Good Reason; provided, however, that the Company shall not be required to pay any disputed amount pursuant to this paragraph except upon receipt of an undertaking by or on behalf of the Executive to repay all such amounts to which the Executive is ultimately adjudged by such court not to be entitled.

9. Limitation on Payments and Benefits.

Notwithstanding anything in this Agreement to the contrary, if any of the payments or benefits to be made or provided in connection with the Agreement, together with any other payments or benefits which the Executive has the right to receive from the Company or any entity which is a member of an “affiliated group” (as defined in section 1504(a) of the Code without regard to section 1504(b) of the Code) of which the Company is a member constitute an “excess parachute payment” (as defined in section 280G(b) of the Code), the payments or benefits to be made or provided in connection with this Agreement will be reduced to the extent necessary to prevent any portion of such payments or benefits from becoming nondeductible by the Company pursuant to section 280G of the Code or subject to the excise tax imposed under section 4999 of the Code. The determination as to whether any such decrease in the payments or benefits to be

Amended and Restated Change of Control Agreement for Senior Managers
Page 7

made or provided in connection with this Agreement is necessary must be made in good faith by a nationally recognized accounting firm (the “Accounting Firm”), and such determination will be conclusive and binding upon Executive and the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Company shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. In the event that such a reduction is necessary, Executive will have the right to designate the particular payments or benefits that are to be reduced or eliminated so that no portion of the payments or benefits to be made or provided to Executive in connection with the Agreement will be excess parachute payments subject to the deduction limitations under section 280G of the Code and the excise tax under section 4999 of the Code.

10. Confidential Information.

The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its affiliated companies, and their respective businesses, which shall have been obtained by the Executive during the Executive’s employment by the Company or any of its affiliated companies and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive’s employment with the Company, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. In no event shall an asserted violation of the provisions of this Section 10 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.

11. Nondisparagement; Cooperation.

     (a) Executive agrees not to disparage the Company or its officers, directors, employees, shareholders or agents, in any manner likely to be harmful to them or their business, business reputations or personal reputations. Executive shall respond accurately and fully to any question, inquiry or request for information when required by legal process, notwithstanding the foregoing.

     (b) During the Change of Control Period and during the twelve month period following the Date of Termination, Executive will cooperate with the Company in responding to the reasonable requests of the Board, the Company’s or its General Counsel, in connection with any and all existing or future litigation, arbitrations, mediations or investigations brought by or against the Company, or its affiliates, agents, officers, directors or employees, whether administrative, civil or criminal in nature, in which the Company reasonably deems Executive’s cooperation necessary or desirable. In such matters, Executive agrees to provide the Company with reasonable advice, assistance and information, including offering and explaining evidence, providing sworn statements, and participating in discovery and trial preparation and testimony. Executive also agrees to promptly send the Company copies of all correspondence (for example, but not limited to, subpoenas) received by Executive in connection with any such legal

Amended and Restated Change of Control Agreement for Senior Managers
Page 8

proceedings, unless Executive is expressly prohibited by law from so doing. The Company will reimburse Executive for reasonable out-of-pocket expenses incurred by Executive as a result of Executive’s cooperation with the obligations described in this Section 11(b), within 30 days of the presentation of appropriate documentation thereof, in accordance with the Company’s standard reimbursement policies and procedures.

12. Successors.

     (a) This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives.

     (b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

     (c) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

13. Miscellaneous.

     (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

     (b) All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

     If to the Executive:

     If to the Company:

The Greenbrier Companies, Inc.
One Centerpointe Drive, Suite 200
Lake Oswego, OR 97035 USA
Attention: President

Amended and Restated Change of Control Agreement for Senior Managers
Page 9

With a copy to:

General Counsel
The Greenbrier Companies, Inc.
One Centerpointe Drive, Suite 200
Lake Oswego, OR 97035 USA

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

     (c) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

     (d) The Company may withhold from any amounts payable under this Agreement such Federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

     (e) The Executive’s or the Company’s failure to insist upon strict compliance with any provision hereof or any other provision of this Agreement or the failure to assert any right the Executive or the Company may have hereunder, including, without limitation, the right of the Executive to terminate employment for Good Reason pursuant to Section 3(c)(A)-(F), shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

     (f) The Executive and the Company acknowledge that, except as may otherwise be provided under any other written agreement between the Executive and the Company, the employment of the Executive by the Company is “at will” and, prior to the Effective Date, may be terminated by either the Executive or the Company at any time. Moreover, if prior to the Effective Date, the Executive’s employment with the Company terminates, then the Executive shall have no further rights under this Agreement.

[Signature page follows.]

Amended and Restated Change of Control Agreement for Senior Managers
Page 10

     IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

THE GREENBRIER COMPANIES, INC.:	EXECUTIVE:
By:
Its:

Amended and Restated Change of Control Agreement for Senior Managers
Page 11

EX-12.1

Exhibit 12.1

The Greenbrier Companies
Computation of Ratio of Earnings to Fixed Charges
(in thousands)

	Year ended August 31,
	2004		2005		2006		2007		2008
Earnings (loss) before income tax, minority interest and equity in unconsolidated subsidiaries	$	31,194	$	50,000	$	61,065	$	34,205	$	34,038
Interest expense		11,553		14,000		26,985		39,915		40,770
Estimated interest portion of rent expense		5,388		5,591		6,465		6,419		11,371
	$	48,135	$	69,591	$	94,515	$	80,539	$	86,179
Fixed charges	$	16,941	$	19,591	$	33,450	$	46,334	$	52,141
Ratio of earnings to fixed charges		2.84		3.55		2.83		1.74		1.65

EX-21.1

Exhibit 21.1

THE GREENBRIER COMPANIES, INC.
LIST OF SUBSIDIARIES
As of August 31, 2008

		Names Under
	State of	Which Does
Name	Incorporation	Business
Autostack Company LLC	OR		N/A
Greenbrier-Concarril LLC	DE		N/A
Greenbrier Europe B.V.	Netherlands		N/A
Greenbrier Germany GmbH	Germany		N/A
		Greenbrier
Greenbrier Leasing Company LLC	OR	Intermodal
Greenbrier Leasing Limited	Nova Scotia, Canada		N/A
Greenbrier Leasing Limited Partner, LLC	DE		N/A
Greenbrier Management Services, LLC	DE		N/A
Greenbrier Leasing, L.P.	DE		N/A
Greenbrier Railcar LLC.	OR		N/A
Gunderson-Concarril, S.A. de C.V.	Mexico		N/A
Gunderson LLC	OR		N/A
Gunderson Marine LLC	OR		N/A
Gunderson Rail Services, LLC	OR		N/A
Greenbrier Railcar Leasing, Inc.	WA		N/A
TrentonWorks Limited	Nova Scotia,		N/A
	Canada
WagonySwidnica S.A.	Poland		N/A
Gunderson Specialty Products, LLC	DE		N/A
Ohio Castings Company, LLC	DE		N/A
Chicago Castings Company, LLC	DE		N/A
Alliance Castings Company, LLC	DE		N/A
Greenbrier – Gimsa, LLC	OR		N/A
Gunderson – Gimsa S de RL de CV	Mexico		N/A
Brandon Railroad LLC	OR		N/A
Meridian Rail Holding Corp.	DE		N/A
Meridian Rail Acquisition Corp.	DE		N/A
Meridian Rail Mexico City Corp.	DE		N/A
Mexico Meridian Rail Services, S.A. de CV Mexico	Mexico		N/A
Softronics, Inc.	OH		N/A
Greenbrier Rail Services Tierra Blanca, S.A. de C.V.	Mexico		N/A
YSD Doors, S.A. de C.V.	Mexico		N/A

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 333-52032, 333-116102, and 333-127922 on Form S-8 and Registration Statement No. 333-136014 of our reports dated November 6, 2008, relating to the consolidated financial statements of The Greenbrier Companies, Inc. and the effectiveness of The Greenbrier Companies, Inc.’s internal control over financial reporting, appearing in this Annual Report on Form 10-K of The Greenbrier Companies, Inc. for the year ended August, 31 2008.

/s/ Deloitte & Touche

Portland, Oregon
November 6, 2008

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, William A. Furman, certify that:

1.	I have reviewed this annual report on Form 10-K of the Greenbrier Companies for the annual period ended August 31, 2008;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a — 15(f) and 15d-15(f)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statement for external purposes in accordance with generally accepted accounting principles;
c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect the registrant’s internal control over financial reporting; and

5.  The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably like to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 6, 2008

/s/  William A. Furman

William A. Furman

President and

Chief Executive Officer, Director

The Greenbrier Companies

78 The Greenbrier Companies 2008 Annual Report

EX-31.2

Exhibit 31.2

CERTIFICATIONS (cont’d)

I, Mark J. Rittenbaum, certify that:

1.	I have reviewed this annual report on Form 10-K of the Greenbrier Companies for the annual period ended August 31, 2008;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a — 15(f) and 15d-15(f)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statement for external purposes in accordance with generally accepted accounting principles;
c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect the registrant’s internal control over financial reporting; and

5.  The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably like to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 6, 2008

/s/  Mark J. Rittenbaum

Mark J. Rittenbaum

Executive Vice President, Treasurer and
Chief Financial Officer

The Greenbrier Companies

The Greenbrier Companies 2008 Annual Report 79 

EX-32.1

Exhibit 32.1

CERTIFICATIONS (cont’d)

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of The Greenbrier Companies, Inc. (the Company) on Form 10-K for the annual period ended August 31, 2008 as filed with the Securities and Exchange Commission on the date therein specified (the Report), I, William A. Furman, President and Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 6, 2008

/s/  William A. Furman

William A. Furman

President and Chief Executive Officer

80 The Greenbrier Companies 2008 Annual Report

EX-32.2

Exhibit 32.2

CERTIFICATIONS (cont’d)

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of The Greenbrier Companies, Inc. (the Company) on Form 10-K for the annual period ended August 31, 2008 as filed with the Securities and Exchange Commission on the date therein specified (the Report), I, Mark J. Rittenbaum, Executive Vice President, Treasurer and Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 6, 2008

/s/  Mark J. Rittenbaum

Mark J. Rittenbaum

Executive Vice President, Treasurer and
Chief Financial Officer

The Greenbrier Companies 2008 Annual Report 81