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-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VBvuy8/Gths2EesiUj6e57UEVUYCUN/s/sxOC7ZDcwgvlmrKuKDVwFcMS4TZFCQb rLGYbCvMhql1vXLTtu006w== 0000950134-09-007211.txt : 20090409 0000950134-09-007211.hdr.sgml : 20090409 20090409060136 ACCESSION NUMBER: 0000950134-09-007211 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 10 CONFORMED PERIOD OF REPORT: 20090228 FILED AS OF DATE: 20090409 DATE AS OF CHANGE: 20090409 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREENBRIER COMPANIES INC CENTRAL INDEX KEY: 0000923120 STANDARD INDUSTRIAL CLASSIFICATION: RAILROAD EQUIPMENT [3743] IRS NUMBER: 930816972 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-13146 FILM NUMBER: 09741100 BUSINESS ADDRESS: STREET 1: ONE CENTERPOINTE DR STREET 2: STE 200 CITY: LAKE OSWEGO STATE: OR ZIP: 97035 BUSINESS PHONE: 5036847000 MAIL ADDRESS: STREET 1: ONE CENTERPOINTE DR STREET 2: STE 200 CITY: LAKE OSWEGO STATE: OR ZIP: 97035 10-Q 1 v52071e10vq.htm FORM 10-Q e10vq

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q


þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

for the quarterly period ended February 28, 2009


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) (Zip Code)

(503) 684-7000
(Registrant’s telephone number, including area code)

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 þ No 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 o

Accelerated filer þ

Non-accelerated filer o
(Do not check if a smaller reporting company)

Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

Yes o No þ

The number of shares of the registrant’s common stock, without par value, outstanding on March 28, 2009 was 16,713,984 shares.

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 maintain compliance with or obtain appropriate amendments to covenants in various credit agreements;

•		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 inventory, goodwill or other 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;

•		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;

•		changes in industry demand 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 and financial impacts from 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;

•		ability to maintain sufficient availability of credit facilities and compliance with financial covenants;

•		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 and currency hedging activities 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.

TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION
	Item 1. Condensed Financial Statements
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
	Item 4. CONTROLS AND PROCEDURES
	Item 4T. Controls and Procedures
PART II. OTHER INFORMATION
	Item 1. Legal Proceedings
	Item 1A. Risk Factors
	Item 4. Submission of Matters to a Vote of Security Holders
	Item 6. Exhibits
SIGNATURES
EX-10.1
EX-10.3
EX-10.4
EX-10.5
EX-10.6
EX-31.1
EX-31.2
EX-32.1
EX-32.2

THE GREENBRIER COMPANIES, INC.

PART I. FINANCIAL INFORMATION

Item 1. Condensed Financial Statements

Consolidated Balance Sheets
(In thousands, except per share amounts, unaudited)


	February 28, 2009			August 31, 2008
Assets
Cash and cash equivalents	$	41,066		$	5,957
Restricted cash		516			1,231
Accounts receivable		137,358			181,857
Inventories		204,218			252,048
Assets held for sale		45,289			52,363
Equipment on operating leases		315,884			319,321
Investment in direct finance leases		8,221			8,468
Property, plant and equipment		128,670			136,506
Goodwill		192,733			200,148
Intangibles and other assets		93,743			99,061

	$	1,167,698		$	1,256,960


Liabilities and Stockholders’ Equity
Revolving notes	$	101,474		$	105,808
Accounts payable and accrued liabilities		228,238			274,322
Losses in excess of investment in de-consolidated subsidiary		15,313			15,313
Deferred income taxes		77,872			74,329
Deferred revenue		19,995			22,035
Notes payable		488,073			496,008

Minority interest		9,158			8,618

Commitments and contingencies (Note 17)

Stockholders’ equity:
Preferred stock — without par value; 25,000 shares authorized; none outstanding		—			—
Common stock — without par value; 50,000 shares authorized; 16,714 and 16,606 shares outstanding at February 28, 2009 and August 31, 2008		17			17
Additional paid-in capital		84,676			82,262
Retained earnings		167,345			179,553
Accumulated other comprehensive loss		(24,463	)		(1,305	)

		227,575			260,527


	$	1,167,698		$	1,256,960

The accompanying notes are an integral part of these statements.

THE GREENBRIER COMPANIES, INC.

Consolidated Statements of Operations
(In thousands, except per share amounts, unaudited)


	Three Months Ended						Six Months Ended
	February 28,			February 29,			February 28,			February 29,
	2009			2008			2009			2008
Revenue
Manufacturing	$	145,574		$	123,394		$	248,292		$	282,588
Refurbishment & Parts		121,681			112,576			253,960			216,466
Leasing & Services		19,877			23,603			41,010			46,898

		287,132			259,573			543,262			545,952

Cost of revenue
Manufacturing		152,003			118,225			258,926			268,790
Refurbishment & Parts		107,427			94,396			226,754			182,347
Leasing & Services		11,547			12,279			23,476			24,204

		270,977			224,900			509,156			475,341

Margin		16,155			34,673			34,106			70,611

Other costs
Selling and administrative		16,265			21,000			32,245			41,184
Interest and foreign exchange		8,192			9,854			19,038			20,273
Special charges		—			2,112			—			2,302

		24,457			32,966			51,283			63,759
Earnings (loss) before income taxes, minority interest and equity in unconsolidated subsidiaries		(8,302	)		1,707			(17,177	)		6,852
Income tax benefit (expense)		1,324			(1,904	)		5,868			(4,859	)

Earnings (loss) before minority interest and equity in unconsolidated subsidiaries		(6,978	)		(197	)		(11,309	)		1,993

Minority interest		351			1,367			919			1,741
Equity in earnings (loss) of unconsolidated subsidiaries		(251	)		253			183			331


Net earnings (loss)	$	(6,878	)	$	1,423		$	(10,207	)	$	4,065


Basic earnings (loss) per common share	$	(0.41	)	$	0.09		$	(0.61	)	$	0.25


Diluted earnings (loss) per common share	$	(0.41	)	$	0.09		$	(0.61	)	$	0.25


Weighted average common shares:

Basic		16,694			16,290			16,694			16,230
Diluted		16,694			16,311			16,694			16,254

The accompanying notes are an integral part of these statements.

THE GREENBRIER COMPANIES, INC.

Consolidated Statements of Cash Flows
(In thousands, unaudited)


	Six Months Ended
	February 28,			February 29,
	2009			2008
Cash flows from operating activities
Net earnings (loss)	$	(10,207	)	$	4,065
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:
Deferred income taxes		3,543			3,996
Depreciation and amortization		18,984			16,519
Gain on sales of equipment		(358	)		(2,006	)
Special charges		—			2,302
Minority interest		(860	)		(1,681	)
Other		217			(120	)
Decrease (increase) in assets:
Accounts receivable		28,702			(12,269	)
Inventories		28,622			(2,639	)
Assets held for sale		8,561			(66,960	)
Other		135			(3,168	)
Increase (decrease) in liabilities:
Accounts payable and accrued liabilities		(22,079	)		(4,888	)
Deferred revenue		562			(4,082	)

Net cash provided by (used in) operating activities		55,822			(70,931	)

Cash flows from investing activities
Principal payments received under direct finance leases		211			179
Proceeds from sales of equipment		1,400			6,414
Investment in and net advances to unconsolidated subsidiary		—			347
Decrease in restricted cash		244			547
Capital expenditures		(15,148	)		(15,998	)

Net cash used in investing activities		(13,293	)		(8,511	)

Cash flows from financing activities
Changes in revolving notes		11,283			64,259
Proceeds from issuance of notes payable		—			12
Repayments of notes payable		(7,394	)		(4,183	)
Dividends		(2,001	)		(2,605	)
Stock options and restricted stock awards exercised		2,414			1,743
Excess tax benefit (expense) of stock options exercised		—			(3	)
Investment by joint venture partner		1,400			4,650

Net cash provided by financing activities		5,702			63,873

Effect of exchange rate changes		(13,122	)		1,195
Increase (decrease) in cash and cash equivalents		35,109			(14,374	)
Cash and cash equivalents
Beginning of period		5,957			20,808

End of period	$	41,066		$	6,434

Cash paid during the period for
Interest	$	17,100		$	17,134
Income taxes	$	1,340		$	2,125
Supplemental disclosure of non-cash activity:
Seller receivable netted against acquisition note	$	—		$	503
Pension plan adjustment	$	—		$	6,913
Adjustment to tax reserve	$	7,415		$	—

The accompanying notes are an integral part of these statements.

THE GREENBRIER COMPANIES, INC.

Notes to Condensed Consolidated Financial Statements
(Unaudited)

Note 1 — Interim Financial Statements

The Condensed Consolidated Financial Statements of The Greenbrier Companies, Inc. and Subsidiaries (Greenbrier or the Company) as of February 28, 2009 and for the three and six months ended February 28, 2009 and February 29, 2008 have been prepared without audit and reflect all adjustments (consisting of normal recurring accruals except for special charges) which, in the opinion of management, are necessary for a fair presentation of the financial position and operating results for the periods indicated. The results of operations for the three and six months ended February 28, 2009 are not necessarily indicative of the results to be expected for the entire year ending August 31, 2009.

Certain notes and other information have been condensed or omitted from the interim financial statements presented in this Quarterly Report on Form 10-Q. Therefore, these financial statements should be read in conjunction with the Consolidated Financial Statements contained in the Company’s 2008 Annual Report on Form 10-K.

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.

Initial Adoption of Accounting Policies — In February 2007, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard (SFAS) No. 159, The Fair Value Option for Financial Assets and Financial Liabilities which 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. This statement was effective for the Company beginning September 1, 2008 and the Company has not elected the fair value option for any additional financial assets and liabilities beyond those already prescribed by generally accepted accounting principles.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities — an amendment of SFAS No. 133. This statement changes the presentation of the disclosure of the Company’s derivative and hedging activity and was effective for the Company beginning September 1, 2008.

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. The adoption did not have an effect on the Company. 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 FSP 157-2 and 157-3.

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

THE GREENBRIER COMPANIES, INC.

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 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 with respect to its $100.0 million of outstanding convertible debt. This FSP cannot be early adopted and requires retrospective adjustments for all periods the Company had the convertible debt. On September 1, 2009 the Company expects to record, on its Consolidated Balance Sheet, a debt discount of $17.0 million, a deferred tax liability of $6.7 million and a $10.3 million increase to equity. The debt discount will be amortized through May 2013 and the amortization expense is expected to be included in Interest and foreign exchange on the Consolidated Statements of Operations. The pre-tax amortization is expected to be approximately $4.1 million in fiscal year 2010, $4.5 million in fiscal year 2011, $4.8 million in fiscal year 2012 and $3.6 million in fiscal year 2013.

Note 2 — Acquisitions

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. The purchase price was paid from existing cash balances and credit facilities. RBI operates a railcar bearings reconditioning business in Elizabethtown, Kentucky. These bearings are used in the reconditioning of railcar wheelsets. The financial results of this operation 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 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

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. The purchase price was paid from existing cash balances and credit facilities. AARE’s 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.

On January 31, 2009, the wheel facility in Washington Illinois was extensively damaged by fire. Substantially all the work scheduled to be completed at this facility has been shifted to other wheel facilities in the Refurbishment & Parts network, with no significant disruptions in service to our customers. The Company believes it is adequately covered by insurance for this loss.

THE GREENBRIER COMPANIES, INC.

The 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 for the three and six months ended February 29, 2008 has been prepared to illustrate Greenbrier’s consolidated results had the acquisition of AARE occurred at the beginning of each period presented. The financial information for the three and six months ended February 28, 2009 is included for comparison purposes only.

(In thousands except per share amounts)


	Three Months Ended					Six Months Ended
	February 28,			February 29,		February 28,			February 29,
	2009			2008		2009			2008

Revenue	$	287,132		$	281,812	$	543,262		$	589,794
Net earnings (loss)	$	(6,878	)	$	2,622	$	(10,207	)	$	4,886
Basic earnings (loss) per share	$	(0.41	)	$	0.16	$	(0.61	)	$	0.30
Diluted earnings (loss) per share	$	(0.41	)	$	0.16	$	(0.61	)	$	0.30

The unaudited pro forma financial information is not necessarily indicative of what the 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.

Note 3 — Special Charges

In April 2007, the Company’s board of directors approved the permanent closure of the Company’s Canadian railcar manufacturing facility, TrentonWorks Limited (TrentonWorks). As a result of the facility closure decision, special charges of $2.1 million and $2.3 million were recorded during the three and six months ended February 29, 2008 consisting of severance costs and professional and other fees associated with the closure.

Note 4 — 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 a condition 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 negative investment in the subsidiary of $15.3 million which is included as a liability on the Company’s Consolidated Balance Sheet titled Losses in excess of investment in de-consolidated subsidiary. In addition, a $3.4 million loss is included in Accumulated 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 and the Company is legally released from any future obligations.

THE GREENBRIER COMPANIES, INC.

Note 5 — Inventories

(In thousands)


	February 28, 2009			August 31, 2008

Supplies and raw materials	$	116,422		$	150,505
Work-in-process		91,423			106,542
Lower of cost or market adjustment		(3,627	)		(4,999	)


	$	204,218		$	252,048

Note 6 — Assets Held for Sale

(In thousands)


	February 28, 2009		August 31, 2008

Finished goods — parts	$	20,102	$	22,017
Railcars held for sale		17,588		23,559
Railcars in transit to customer		7,599		6,787


	$	45,289	$	52,363

Note 7 — Goodwill

The Company periodically acquires businesses in purchase transactions in which the allocation of the purchase price may result in the recognition of goodwill. Goodwill is evaluated annually for impairment unless a qualifying event triggers interim testing.

Changes in the carrying value of goodwill for the six months ended February 28, 2009 are as follows:

(In thousands)


			Refurbishment &			Leasing &
	Manufacturing		Parts			Services		Total
Balance August 31, 2008	$	1,287	$	195,790		$	3,071	$	200,148
Reserve reversal		—		(7,415	)		—		(7,415	)


Balance February 28, 2009	$	1,287	$	188,375		$	3,071	$	192,733

The reduction in goodwill of $7.4 million relates to a release of a tax reserve that was recorded as a purchase accounting adjustment on the acquisition of Meridian Rail Holdings Corp. The contingency requiring this reserve lapsed in the first quarter of fiscal year 2009.

The Company tests goodwill annually during the third quarter using a testing date of February 28^th. In accordance with the provision of SFAS 142, Goodwill and Other Intangible Assets, the Company performed Step 1 of the SFAS 142 analysis as of February 28, 2009. This analysis included an equity test whereby the fair value of each reporting unit’s total equity is compared to the carrying value of equity and an asset test whereby the fair value of each reporting unit’s total assets was estimated and compared to the carrying value of assets. Greenbrier’s reporting units for this test are the same as its segments. The fair value of the Company’s reporting units was determined based on a weighting of income and market approaches. Under the income approach, the fair value of a reporting unit is based on the present value of estimated future cash flows. Under the market approach, the fair value is based on observed market multiples for comparable businesses and guideline transactions. The Company also considered the premium of the implied value of its reporting units over the current market value of its stock. Results of the Step 1 analysis indicated that the carrying amounts of all reporting units were in excess of their fair value indicating that an impairment is probable. Accordingly, the Company is required to perform Step 2 of the SFAS 142 impairment analysis to determine the amount, if any, of goodwill impairment to be recorded.

THE GREENBRIER COMPANIES, INC.

Under Step 2 of the SFAS 142 analysis, the implied fair value of goodwill requires valuation of a reporting unit’s tangible and intangible assets and liabilities in a manner similar to the allocation of purchase price in a business combination. If the carrying value of a reporting unit’s goodwill exceeds its implied fair value, goodwill is deemed impaired and is written down to the extent of the difference. As of the filing of this Form 10-Q, the Company had not completed its analysis due to the complexities involved in determining the implied fair value of the goodwill for each reporting unit, which is based on the determination of the fair value of all assets and liabilities in the reporting unit. The Company is currently unable to estimate the range of the possible impairment. The evaluation will be completed in the third quarter and any resulting impairment will be reflected in the third quarter financial statements.

Note 8 — Intangibles and other assets

Intangible assets that are determined to have finite lives are amortized over their useful lives. Intangible assets with indefinite useful lives are not amortized and are periodically evaluated for impairment.

The following table summarizes the Company’s identifiable intangible assets balance:

(In thousands)


	February 28, 2009			August 31, 2008
Intangible assets subject to amortization:
Customer relationships	$	66,825		$	66,825
Accumulated amortization		(7,472	)		(5,395	)

Other intangibles		4,747			5,713
Accumulated amortization		(1,909	)		(1,737	)

		62,191			65,406
Intangible assets not subject to amortization		912			912
Prepaid and other assets		30,640			32,743


Total intangible and other assets	$	93,743		$	99,061

Intangible assets with finite lives are amortized using the straight line method over their estimated useful lives and include the following: proprietary technology, 10 years; trade names, 5 years; patents, 11 years; and long-term customer agreements and relationships, 5 to 20 years. Amortization expense for the three and six months ended February 28, 2009 was $1.2 million and $2.4 million and for the three and six months ended February 29, 2008 was $0.8 million and $1.5 million.

Note 9 — Revolving Notes

All amounts originating in foreign currency have been translated at the February 28, 2009 exchange rate for the following discussion. Senior secured revolving credit facilities, consisting of two components, aggregated $315.2 million as of February 28, 2009. 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 defined ratio of debt to total capitalization. In addition, current lines of credit totaling $25.2 million, with various variable rates, are available for working capital needs of the European manufacturing operation. Currently these European credit facilities have maturities that range from April 30, 2009 through August 2009. European credit facility renewals are continually under negotiation and the Company expects the available credit facilities to be approximately $25.0 million through August 31, 2009, but dependent on the outcome of negotiations, these amounts could be reduced to $20.0 million as of May 31, 2009 and $15.0 million as of August 31, 2009.

THE GREENBRIER COMPANIES, INC.

inventory, receivables, property, plant and equipment and leased equipment, as well as total debt to consolidated capitalization and interest coverage ratios which as of February 28, 2009 levels would provide for maximum additional borrowing of $84.0 million.

Note 10 — Accounts Payable and Accrued Liabilities

(In thousands)


	February 28, 2009		August 31, 2008

Trade payables and other accrued	$	181,513	$	207,173
Accrued payroll and related liabilities		19,378		25,478
Accrued maintenance		16,165		17,067
Accrued warranty		10,146		11,873
Other		1,036		12,731


	$	228,238	$	274,322

Note 11 — Warranty Accruals

Warranty costs are estimated and charged to operations to cover a defined warranty period. The estimated warranty cost is based on the 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 accrual, included in accounts payable and accrued liabilities on the Consolidated Balance Sheet, are reviewed periodically and updated based on warranty trends.

Warranty accrual activity:

(In thousands)


	Three Months Ended						Six Months Ended
	February 28,			February 29,			February 28,			February 29,
	2009			2008			2009			2008

Balance at beginning of period	$	11,077		$	16,390		$	11,873		$	15,911
Charged to cost of revenue		471			401			676			1,312
Payments		(1,114	)		(1,203	)		(1,611	)		(2,237	)
Currency translation effect		(288	)		279			(792	)		881


Balance at end of period	$	10,146		$	15,867		$	10,146		$	15,867

THE GREENBRIER COMPANIES, INC.

Note 12 — Comprehensive Income (Loss)

The following is a reconciliation of net earnings (loss) to comprehensive income (loss):

(In thousands)


	Three Months Ended						Six Months Ended
	February 28,			February 29,			February 28,			February 29,
	2009			2008			2009			2008

Net earnings (loss)	$	(6,878	)	$	1,423		$	(10,207	)	$	4,065
Reclassification of derivative financial instruments recognized in net earnings (loss) (net of tax)		(182	)		(24	)		(270	)		(48	)
Unrealized gain (loss) on derivative financial instruments (net of tax)		(6,707	)		501			(12,996	)		494
Pension plan adjustment (1)		—			(6,913	)		—			(6,913	)
Foreign currency translation adjustment (net of tax)		(4,440	)		1,349			(9,892	)		3,772


Comprehensive income (loss)	$	(18,207	)	$	(3,664	)	$	(33,365	)	$	1,370


(1)		The prior year pension plan adjustment related to retroactive legislation enacted by the Province of Nova Scotia, Canada requiring TrentonWorks to contribute deficit funding and grow-in benefits to the pension plan for employees covered by a collective bargaining agreement at TrentonWorks. The Company has not guaranteed any obligations of TrentonWorks and does not believe it will be liable for any of TrentonWorks’ liabilities.

Accumulated other comprehensive income (loss), net of tax effect, consisted of the following:

(In thousands)


	Unrealized Gains
	(Losses) on						Foreign			Accumulated
	Derivative			Pension			Currency			Other
	Financial			Plan			Translation			Comprehensive
	Instruments			Adjustment			Adjustment			Income (Loss)

Balance, August 31, 2008	$	571		$	(7,118	)	$	5,242		$	(1,305	)
Six month activity		(13,266	)		—			(9,892	)		(23,158	)


Balance, February 28, 2009	$	(12,695	)	$	(7,118	)	$	(4,650	)	$	( 24,463	)

Note 13 — 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)


	Three Months Ended				Six Months Ended
	February 28,		February 29,		February 28,		February 29,
	2009		2008		2009		2008
Weighted average basic common shares outstanding		16,694		16,290		16,694		16,230
Dilutive effect of employee stock options (1)		—		21		—		24


Weighted average diluted common shares outstanding		16,694		16,311		16,694		16,254


(1)		Dilutive effect of common stock equivalents excluded from per share calculation for the three and six months ended February 28, 2009 due to net loss

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 for the three and six months ended February 29, 2008.

THE GREENBRIER COMPANIES, INC.

Note 14 — Stock Based Compensation

All stock options were vested prior to September 1, 2005 and accordingly no compensation expense was recorded for stock options for the three and six months ended February 28, 2009 and February 29, 2008. The value of stock awarded under restricted stock grants is amortized as compensation expense over the vesting period which is generally two to five years. For the three and six months ended February 28, 2009, $1.3 million and $2.4 million in compensation expense was recognized related to restricted stock grants. For the three and six months ended February 29, 2008, $0.9 million and $1.7 million in compensation expense was recognized related to restricted stock grants.

Note 15 — 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. The Company has fully utilized all existing foreign currency hedge facilities. 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 February 28, 2009 exchange rates, forward exchange contracts for the sale of Euro aggregated $36.8 million and sale of Pound Sterling aggregated $6.8 million which qualify for hedge accounting under SFAS 133, Accounting for Derivative Instruments and Hedging Activities. Adjusting the foreign currency exchange contracts to the fair value of the cash flow hedges at February 28, 2009 resulted in an unrealized pre-tax loss of $10.0 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 Sheets. As the contracts mature at various dates through November 2010, 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. Certain forward exchange contracts for the sale of Euro did not qualify for hedge accounting which resulted in fair value adjustments of $1.2 million pre-tax expense in the first quarter and $1.4 million pre-tax expense in the second quarter, for a total of $2.6 million pre-tax expense that was included in interest and foreign exchange on the Consolidated Statements of Operations. As of the end of January 2009 these contracts qualified for hedge accounting treatment through their maturity.

At February 28, 2009 exchange rates, interest rate swap agreements had a notional amount of $54.1 million and mature at various dates through March 2014. The fair value of these cash flow hedges at February 28, 2009 resulted in an unrealized pre-tax loss of $4.4 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 February 28, 2009 interest rates, approximately $0.9 million would be reclassified to interest expense in the next 12 months.

THE GREENBRIER COMPANIES, INC.

(In thousands)


				Location of loss	Amount of loss
	Loss recognized in			reclassified from	reclassified from
	other comprehensive			accumulated OCI	accumulated OCI
Cash Flow Hedges	loss (OCI)			into expense	into expense
					Six Months Ended
	February 28, 2009				February 28, 2009
Foreign forward exchange contracts	$	(9,990	)	Interest and foreign exchange	$	(691	)

Interest rate swap contracts		(2,704	)	Interest and foreign exchange		—

	$	(12,694	)		$	(691	)


				Location of loss	Amount of loss
Derivatives not designated as hedging instrument				recognized	recognized
					Six Months Ended
					February 28, 2009
Foreign forward exchange contracts	$	—		Interest and foreign exchange	$	(2,554	)

Note 16 — Segment Information

Greenbrier operates in three reportable segments: Manufacturing, Refurbishment & Parts and Leasing & Services. The accounting policies of the segments are described in the summary of significant accounting policies in the Consolidated Financial Statements contained in the Company’s 2008 Annual Report on Form 10-K. Performance is evaluated based on margin. Intersegment sales and transfers are generally accounted for at fair value as if the sales or transfers were to third parties. While intercompany transactions are treated like third-party transactions to evaluate segment performance, the revenues and related expenses are eliminated in consolidation and therefore do not impact consolidated results.

The information in the following table is derived directly from the segments’ internal financial reports used for corporate management purposes.

(In thousands)


	Three Months Ended						Six Months Ended
	February 28,			February 29,			February 28,			February 29,
	2009			2008			2009			2008
Revenue:
Manufacturing	$	122,287		$	172,417		$	243,754		$	347,851
Refurbishment & Parts		122,990			113,806			256,603			219,083
Leasing & Services		19,815			23,723			41,236			47,065
Intersegment eliminations		22,040			(50,373	)		1,669			(68,047	)


	$	287,132		$	259,573		$	543,262		$	545,952


Margin:
Manufacturing	$	(6,429	)	$	5,169		$	(10,634	)	$	13,798
Refurbishment & Parts		14,254			18,180			27,206			34,119
Leasing & Services		8,330			11,324			17,534			22,694

Segment margin total		16,155			34,673			34,106			70,611
Less: unallocated expenses:
Selling and administrative		16,265			21,000			32,245			41,184
Interest and foreign exchange		8,192			9,854			19,038			20,273
Special charges		—			2,112			—			2,302

Earnings (loss) before income tax expense, minority interest and equity in unconsolidated subsidiary	$	(8,302	)	$	1,707		$	(17,177	)	$	6,852

Note 17 — 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

THE GREENBRIER COMPANIES, INC.

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 2011. In February 2008, the EPA sought information from over 200 additional entities, including other federal agencies in order to determine whether additional General Notice letters were warranted. 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. 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 GmbH, a subsidiary of Rail Cargo Austria AG. 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. Additional 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 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. 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.

As part of an order to deliver 500 railcar units, the Company has an obligation to guarantee the purchaser minimum earnings. The obligation runs from date of the railcar delivery through December 31, 2011. The maximum potential obligation totals $13.4 million and in certain defined instances the obligation may be reduced due to early

THE GREENBRIER COMPANIES, INC.

termination. The purchaser has agreed to utilize the railcars on a preferential basis, and the Company is entitled to re-market the railcar units when they are not being utilized by the purchaser during the obligation period. Any earnings generated from the railcar units will offset the obligation and be recognized as revenue and margin in future periods. The Company believes its actual obligation will be less than the $13.4 million. The Company delivered 360 railcar units under this contract during the quarter. The balance of the deliveries is currently expected to occur by the end of this fiscal year. Upon delivery of the railcar units, the entire purchase price is recorded as revenue and due in full. The minimum earnings due to the purchaser are considered a reduction of revenue and are recorded as deferred revenue. During the quarter ended February 28, 2009 the Company recorded $9.9 million of the potential obligation to deferred revenue.

The Company has entered into contingent rental assistance agreements, aggregating $5.8 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 three and six months ended February 28, 2009 no accrual was made to cover estimated obligations as management determined no additional rental shortfall was probable. For the three and six months ended February 29, 2008 an accrual of $0.4 million and $1.0 million was recorded to cover future obligations. There was no remaining balance of the accrued liability as of February 28, 2009. 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 either 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 $5.0 million and $10.9 million for the three and six months ended February 28, 2009 and $6.6 million and $13.2 million for the three and six months ended February 29, 2008.

In accordance with customary business practices in Europe, the Company has $11.3 million in bank and third party performance and warranty guarantee facilities, all of which have been utilized as of February 28, 2009. To date no amounts have been drawn under these performance and warranty guarantee facilities.

The Company has outstanding letters of credit aggregating $3.6 million associated with facility leases and payroll.

At February 28, 2009, an unconsolidated subsidiary had $3.7 million of third party debt, for which the Company has guaranteed one-third or approximately $1.2 million. In the event that there is a change in control or insolvency by any of the three one-third investors that have guaranteed the debt, the remaining investors’ share of the guarantee will increase proportionately.

Note 18 — 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 including Greenbrier Europe B.V., Greenbrier Germany GmbH, WagonySwidnica S.A., Gunderson-Concarril, S.A. de C.V., Greenbrier-Gimsa, LLC and Gunderson-Gimsa S de RL de CV.

THE GREENBRIER COMPANIES, INC.

The following represents the supplemental consolidated condensed financial information of Greenbrier and its guarantor and non guarantor subsidiaries, as of February 28, 2009 and August 31, 2008 and for the three and six months ended February 28, 2009 and February 29, 2008. 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 Greenbrier Companies, Inc.
     Condensed Consolidating Balance Sheet
     February 28, 2009
     (In thousands, unaudited)


			Combined			Combined
			Guarantor			Non-Guarantor
	Parent		Subsidiaries			Subsidiaries			Eliminations			Consolidated
Assets
Cash and cash equivalents	$	27,512	$	301		$	13,253		$	—		$	41,066
Restricted cash		—		—			516			—			516
Accounts receivable		147,980		(11,935	)		190			1,123			137,358
Inventories		—		132,313			71,905			—			204,218
Assets held for sale		—		37,690			7,599			—			45,289
Equipment on operating leases		—		317,827			—			(1,943	)		315,884
Investment in direct finance leases		—		8,221			—			—			8,221
Property, plant and equipment		4,743		84,969			38,958			—			128,670
Goodwill		—		192,597			—			136			192,733
Intangibles and other assets		493,182		112,627			2,712			(514,778	)		93,743

	$	673,417	$	874,610		$	135,133		$	(515,462	)	$	1,167,698


Liabilities and Stockholders’ Equity
Revolving notes	$	80,000	$	—		$	21,474		$	—		$	101,474
Accounts payable and accrued liabilities		7,530		153,848			66,851			9			228,238
Losses in excess of investment in de-consolidated subsidiary		15,313		—			—			—			15,313
Deferred income taxes		3,524		77,551			(2,471	)		(732	)		77,872
Deferred revenue		853		18,875			267			—			19,995
Notes payable		338,622		146,565			2,886			—			488,073

Minority interest		—		—			(101	)		9,259			9,158

Stockholders’ Equity		227,575		477,771			46,227			(523,998	)		227,575

	$	673,417	$	874,610		$	135,133		$	(515,462	)	$	1,167,698

THE GREENBRIER COMPANIES, INC.

The Greenbrier Companies, Inc.
     Condensed Consolidating Statement of Operations
     For the three months ended February 28, 2009
     (In thousands, unaudited)


				Combined			Combined
				Guarantor			Non-Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Revenue
Manufacturing	$	—		$	81,662		$	93,840		$	(29,928	)	$	145,574
Refurbishment & Parts		—			121,670			11			—			121,681
Leasing & Services		316			19,851			—			(290	)		19,877

		316			223,183			93,851			(30,218	)		287,132

Cost of revenue
Manufacturing		—			89,266			92,428			(29,691	)		152,003
Refurbishment & Parts		—			107,417			10			—			107,427
Leasing & Services		—			11,563			—			(16	)		11,547

		—			208,246			92,438			(29,707	)		270,977

Margin		316			14,937			1,413			(511	)		16,155

Other costs
Selling and administrative		8,016			6,805			1,444			—			16,265
Interest and foreign exchange		6,817			1,313			590			(528	)		8,192

		14,833			8,118			2,034			(528	)		24,457

Earnings (loss) before income taxes, minority interest and equity in earnings (loss) of unconsolidated subsidiaries		(14,517	)		6,819			(621	)		17			(8,302	)

Income tax (expense) benefit		6,367			(5,631	)		375			213			1,324

		(8,150	)		1,188			(246	)		230			(6,978	)

Minority interest		—			—			52			299			351
Equity in earnings (loss) of unconsolidated subsidiaries		1,272			(1,741	)		—			218			(251	)


Net earnings (loss)	$	(6,878	)	$	(553	)	$	(194	)	$	747		$	(6,878	)

THE GREENBRIER COMPANIES, INC.

The Greenbrier Companies, Inc.
     Condensed Consolidating Statement of Operations
     For the six months ended February 28, 2009
     (In thousands, unaudited)


				Combined			Combined
				Guarantor			Non-Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Revenue
Manufacturing	$	—		$	123,306		$	178,701		$	(53,715	)	$	248,292
Refurbishment & Parts					253,929			31			—			253,960
Leasing & Services		680			40,970			—			(640	)		41,010

		680			418,205			178,732			(54,355	)		543,262

Cost of revenue
Manufacturing		—			133,822			178,407			(53,303	)		258,926
Refurbishment & Parts		—			226,721			33			—			226,754
Leasing & Services		—			23,509			—			(33	)		23,476

		—			384,052			178,440			(53,336	)		509,156

Margin		680			34,153			292			(1,019	)		34,106

Other costs
Selling and administrative		14,509			13,902			3,834			—			32,245
Interest and foreign exchange		13,844			2,843			3,230			(879	)		19,038

		28,353			16,745			7,064			(879	)		51,283

Earnings (loss) before income taxes, minority interest and equity in earnings (loss) of unconsolidated subsidiaries		(27,673	)		17,408			(6,772	)		(140	)		(17,177	)

Income tax (expense) benefit		13,608			(10,068	)		1,713			615			5,868

		(14,065	)		7,340			(5,059	)		475			(11,309	)

Minority interest		—			—			80			839			919
Equity in earnings (loss) of unconsolidated subsidiaries		3,858			(3,226	)		—			(449	)		183


Net earnings (loss)	$	(10,207	)	$	4,114		$	(4,979	)	$	865		$	(10,207	)

THE GREENBRIER COMPANIES, INC.

The Greenbrier Companies, Inc.
     Condensed Consolidating Statement of Cash Flows
     For the six months ended February 28, 2009
     (In thousands, unaudited)


				Combined			Combined
				Guarantor			Non-Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net earnings (loss)	$	(10,207	)	$	4,114		$	(4,979	)	$	865		$	(10,207	)
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:
Deferred income taxes		(2,861	)		5,834			734			(164	)		3,543
Depreciation and amortization		672			14,390			3,955			(33	)		18,984
Gain on sales of equipment		—			(357	)		—			(1	)		(358	)
Minority interest		—			—			1,126			(1,986	)		(860	)
Other		—			212			5						217
Decrease (increase) in assets
Accounts receivable		(5,661	)		34,385			1,099			(1,121	)		28,702
Inventories		—			11,244			17,378			—			28,622
Assets held for sale		—			9,001			(440	)		—			8,561
Other		1,312			690			(126	)		(1,741	)		135
Increase (decrease) in liabilities
Accounts payable and accrued liabilities		15,017			(26,305	)		(11,496	)		705			(22,079	)
Deferred revenue		(78	)		2,994			(2,354	)		—			562

Net cash provided by (used in) operating activities		(1,806	)		56,202			4,902			(3,476	)		55,822

Cash flows from investing activities:
Principal payments received under direct finance leases		—			211			—			—			211
Proceeds from sales of equipment		—			1,400			—			—			1,400
Investment in and net advances to unconsolidated subsidiaries		(6,798	)		3,409			—			3,389			—
Decrease in restricted cash		—			—			244			—			244
Capital expenditures		(1,413	)		(9,574	)		(4,248	)		87			(15,148	)

Net cash provided by (used in) investing activities		(8,211	)		(4,554	)		(4,004	)		3,476			(13,293	)

Cash flows from financing activities
Changes in revolving notes		15,000			—			(3,717	)		—			11,283
Intercompany advances		22,799			(42,861	)		20,062			—			—
Repayments of notes payable		(717	)		(6,090	)		(587	)		—			(7,394	)
Dividends		(2,001	)		—			—			—			(2,001	)
Stock options and restricted stock exercised		2,414			—			—			—			2,414
Investment by joint venture partner		—			—			1,400			—			1,400

Net cash provided by (used in ) financing activities		37,495			(48,951	)		17,158			—			5,702

Effect of exchange rate changes		34			(3,989	)		(9,167	)		—			(13,122	)
Increase (decrease) in cash and cash equivalents		27,512			(1,292	)		8,889			—			35,109
Cash and cash equivalents
Beginning of period		—			1,593			4,364			—			5,957

End of period	$	27,512		$	301		$	13,253		$	—		$	41,066

THE GREENBRIER COMPANIES, INC.

The Greenbrier Companies, Inc.
Condensed Consolidating Balance Sheet
August 31, 2008
(In thousands)


							Combined
				Combined			Non-
				Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Assets
Cash and cash equivalents	$	—		$	1,593		$	4,364		$	—		$	5,957
Restricted cash		—			—			1,231			—			1,231
Accounts and notes 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
Equipment on operating leases		—			8,468			—			—			8,468
Investment in direct finance 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		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

THE GREENBRIER COMPANIES, INC.

The Greenbrier Companies, Inc.
Condensed Consolidating Statement of Operations
For the three months ended February 29, 2008
(In thousands, unaudited)


							Combined
				Combined			Non-
				Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Revenue
Manufacturing	$	—		$	78,046		$	125,065		$	(79,717	)	$	123,394
Refurbishment & Parts		—			112,562			14			—			112,576
Leasing & Services		203			23,515			—			(115	)		23,603

		203			214,123			125,079			(79,832	)		259,573

Cost of revenue
Manufacturing		—			75,526			123,035			(80,336	)		118,225
Refurbishment & Parts		—			94,384			12			—			94,396
Leasing & Services		—			12,294			—			(15	)		12,279

		—			182,204			123,047			(80,351	)		224,900

Margin		203			31,919			2,032			519			34,673

Other costs
Selling and administrative		7,863			8,681			4,457			(1	)		21,000
Interest and foreign exchange		6,854			1,586			1,529			(115	)		9,854
Special charges		—			—			2,112			—			2,112

		14,717			10,267			8,098			(116	)		32,966
Earnings (loss) before income taxes, minority interest and equity in earnings (loss) of unconsolidated subsidiaries		(14,514	)		21,652			(6,066	)		635			1,707

Income tax (expense) benefit		7,033			(8,776	)		(105	)		(56	)		(1,904	)

		(7,481	)		12,876			(6,171	)		579			(197	)

Minority interest		—			—			6			1,361			1,367
Equity in earnings (loss) of unconsolidated subsidiaries		8,904			1,011			—			(9,662	)		253

Net earnings (loss)	$	1,423		$	13,887		$	(6,165	)	$	(7,722	)	$	1,423

THE GREENBRIER COMPANIES, INC.

The Greenbrier Companies, Inc.
Condensed Consolidating Statement of Operations
For the six months ended February 29, 2008
(In thousands, unaudited)


							Combined
				Combined			Non-
				Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Revenue
Manufacturing	$	—		$	180,475		$	252,547		$	(150,434	)	$	282,588
Refurbishment & Parts					216,443			23			—			216,466
Leasing & Services		661			46,464			—			(227	)		46,898

		661			443,382			252,570			(150,661	)		545,952

Cost of revenue
Manufacturing		—			174,098			245,167			(150,475	)		268,790
Refurbishment & Parts		—			182,328			19			—			182,347
Leasing & Services		—			24,235			—			(31	)		24,204

		—			380,661			245,186			(150,506	)		475,341

Margin		661			62,721			7,384			(155	)		70,611

Other costs
Selling and administrative		14,636			17,083			9,466			(1	)		41,184
Interest and foreign exchange		13,442			3,279			3,781			(229	)		20,273
Special charges		—			—			2,302			—			2,302

		28,078			20,362			15,549			(230	)		63,759
Earnings (loss) before income taxes, minority interest and equity in earnings (loss) of unconsolidated subsidiaries		(27,417	)		42,359			(8,165	)		75			6,852
Income tax (expense) benefit		14,454			(16,972	)		(2,315	)		(26	)		(4,859	)

		(12,963	)		25,387			(10,480	)		49			1,993

Minority interest		—			—			6			1,735			1,741
Equity in earnings (loss) of unconsolidated subsidiaries		17,028			1,747			—			(18,444	)		331

Net earnings (loss)	$	4,065		$	27,134		$	(10,474	)	$	(16,660	)	$	4,065

THE GREENBRIER COMPANIES, INC.

The Greenbrier Companies, Inc.
Condensed Consolidating Statement of Cash Flows
For the six months ended February 29, 2008
(In thousands, unaudited)


							Combined
				Combined			Non-
				Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net earnings (loss)	$	4,065		$	27,134		$	(10,474	)	$	(16,660	)	$	4,065
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
Deferred income taxes		1,516			2,842			(428	)		66			3,996
Depreciation and amortization		258			13,021			3,271			(31	)		16,519
Gain on sales of equipment		—			(2,004	)		—			(2	)		(2,006	)
Special charges		—			—			2,302			—			2,302
Minority interest		—			—			(6	)		(1,675	)		(1,681	)
Other		(136	)		15			2			(1	)		(120	)
Decrease (increase) in assets
Accounts receivable		1			(13,356	)		1,086			—			(12,269	)
Inventories		—			(1,317	)		(1,322	)		—			(2,639	)
Assets held for sale		—			(60,748	)		(6,072	)		(140	)		(66,960	)
Other		411			(2,693	)		3,753			(4,639	)		(3,168	)
Increase (decrease) in liabilities
Accounts payable and accrued liabilities		(19,322	)		299			14,135			—			(4,888	)
Deferred revenue		(77	)		(624	)		(3,381	)		—			(4,082	)
Reclassifications (1)		(107	)		—			107			—			—

Net cash provided by (used in) operating activities		(13,391	)		(37,431	)		2,973			(23,082	)		(70,931	)

Cash flows from investing activities:
Principal payments received under direct finance leases		—			179			—			—			179
Proceeds from sales of equipment		—			6,414			—			—			6,414
Investment in and net advances to unconsolidated subsidiaries		(21,678	)		(1,069	)		—			23,094			347
Intercompany advances		(46,659	)		—			—			46,659			—
Decrease in restricted cash		—			—			547			—			547
Capital expenditures		(1,155	)		(6,577	)		(8,266	)		—			(15,998	)

Net cash provided by (used in) investing activities		(69,492	)		(1,053	)		(7,719	)		69,753			(8,511	)

Cash flows from financing activities
Changes in revolving notes		66,400			—			(2,141	)		—			64,259
Intercompany advances		—			41,325			5,334			(46,659	)		—
Proceeds from issuance of notes payable		—			12			—			—			12
Repayments of notes payable		(660	)		(2,868	)		(655	)		—			(4,183	)
Dividends		(2,605	)		—			—			—			(2,605	)
Stock options exercised and restricted stock awards		1,743			—			—			—			1,743
Excess tax expense of stock options exercised		(3	)		—			—			—			(3	)
Investment by joint venture partner		—						4,650			—			4,650

Net cash provided by (used in ) financing activities		64,875			38,469			7,188			(46,659	)		63,873

Effect of exchange rate changes		(21	)		15			1,213			(12	)		1,195
Increase (decrease) in cash and cash equivalents		(18,029	)		—			3,655			—			(14,374	)
Cash and cash equivalents
Beginning of period		15,422			—			5,386			—			20,808

End of period	$	(2,607	)	$	—		$	9,041		$	—		$	6,434


(1)		Our Mexican joint venture is shown as a non-guarantor subsidiary in the current year’s presentation. In the prior year’s presentation financial information for the joint venture, while immaterial, was allocated among the guarantor, non-guarantor and eliminations categories.

THE GREENBRIER COMPANIES, INC.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Executive Summary

We 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, 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 217,000 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.

The 217,000 railcars that the Leasing & Services segment manages include approximately 80,000 railcars from a new agreement that commenced on January 1, 2009.

All segments of the North American and European freight car markets in which we operate are currently experiencing a softening of demand in a weaker economy, market saturation of certain freight car types and tight capital markets, all contributing to caution on the part of our customers and increased competitiveness. These market factors have led and may continue to lead to lower revenues and reduced margins for some of our operations in the current year. These conditions may also lead to the temporary closure of some of our facilities.

Customer orders may be subject to cancellations and other customary industry terms and conditions. Historically, little variation has been experienced between the product ordered and the product actually delivered. Recent economic conditions have caused some customers to consider renegotiation, delay or cancellation of orders. The backlog is not necessarily indicative of future results of operations.

We are currently in discussions with General Electric Railcar Services Corporation (GE) concerning our long-term contract to build 11,900 tank cars and covered hoppers over an eight-year period with a current value of $1.0 billion. Deliveries of the railcar units commenced in December 2008 and are on-going. Approximately 40 units were delivered during the quarter with approximately 500 units scheduled for delivery in the remainder of the fiscal year. GE has advised us of their desire to substantially reduce, delay or otherwise cancel railcar deliveries under the contract. We believe the contract contains adequate protection in the event of an attempted cancellation or renegotiation of railcar deliveries.

Our total manufacturing backlog, which includes the GE order, of railcars for sale and lease as of February 28, 2009 was approximately 15,100 units with an estimated value of $1.31 billion compared to 18,800 units valued at $1.64 billion as of February 29, 2008. Based on current production plans, approximately 1,900 units in backlog are scheduled for delivery in the remainder of fiscal year 2009. The current backlog includes approximately 8,500 units under the GE contract, that are subject to our fulfillment of certain competitive or contractual conditions. There are currently 400 units in backlog that are subject to certain cancellations provisions. A portion of the orders included in backlog reflect 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 $173.0 million as of February 28, 2009, of which approximately $50.0 million is scheduled for delivery in the remainder of fiscal year 2009 and the balance through 2012.

Prices for steel, a primary component of railcars and barges, and related surcharges have fluctuated significantly and remain volatile. In addition, the price of certain railcar components, which are a product of steel, are affected by steel price fluctuations. 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 fixed price contracts which anticipate material price increases and surcharges, or contracts that contain actual pass through of material price increases and surcharges. On certain fixed price railcar contracts actual material cost increases and surcharges have caused the

THE GREENBRIER COMPANIES, INC.

total manufacturing cost 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. We have accrued loss contingencies for production in backlog. As of February 28, 2009 the reserve balance was $2.5 million. We are aggressively working to mitigate these exposures. The Company’s integrated business model has helped offset some of the effects of fluctuating steel and scrap steel prices, as a portion of our business segments benefit from rising steel scrap prices while other segments benefit from lower steel and scrap steel prices through enhanced margins.

As part of an order to deliver 500 railcar units, we have an obligation to guarantee the purchaser minimum earnings. The obligation runs from the date of the railcar delivery through December 31, 2011. The maximum potential obligation totals $13.4 million and in certain defined instances the obligation may be reduced due to early termination. The purchaser has agreed to utilize the railcars on a preferential basis, and we are entitled to re-market the railcar units when they are not being utilized by the purchaser during the obligation period. Any earnings generated from the railcar units will offset the obligation and be recognized as revenue and margin in future periods. We believe our actual obligation will be less than the $13.4 million. We delivered 360 railcar units under this contract during the quarter. The balance of the deliveries is currently expected to occur by the end of this fiscal year. Upon delivery of the railcar units, the entire purchase price is recorded as revenue and due in full. The minimum earnings due to the purchaser are considered a reduction of revenue and are recorded as deferred revenue. During the quarter ended February 28, 2009 we recorded $9.9 million of the potential obligation to deferred revenue and $3.5 million was included in the calculation of the loss contingency for production in backlog.

We are currently implementing measures to reduce our selling and administrative and overhead costs, including reductions in headcount. As a result, during the six months ended February 28, 2009 $1.5 million was expensed for severance costs, of which $0.7 million was recorded in Cost of revenue and $0.8 million in Selling and administrative cost.

We test goodwill annually during the third quarter using a testing date of February 28th. In accordance with the provision of SFAS 142, Goodwill and Other Intangible Assets, we performed Step 1 of the SFAS 142 analysis as of February 28, 2009. This analysis included an equity test whereby the fair value of each reporting unit’s total equity is compared to the carrying value of equity and an asset test whereby the fair value of each reporting unit’s total assets was estimated and compared to the carrying value of assets. Our reporting units for this test are the same as our segments. The fair value of our reporting units was determined based on a weighting of income and market approaches. Under the income approach, the fair value of a reporting unit is based on the present value of estimated future cash flows. Under the market approach, the fair value is based on observed market multiples for comparable businesses and guideline transactions. We also considered the premium of the implied value of its reporting units over the current market value of its stock. Results of the Step 1 analysis indicated that the carrying amounts of all reporting units were in excess of their fair value indicating that an impairment is probable. Accordingly, we are required to perform Step 2 of the SFAS 142 impairment analysis to determine the amount, if any, of goodwill impairment to be recorded.

Under Step 2 of the SFAS 142 analysis, the implied fair value of goodwill requires valuation of a reporting unit’s tangible and intangible assets and liabilities in a manner similar to the allocation of purchase price in a business combination. If the carrying value of a reporting unit’s goodwill exceeds its implied fair value, goodwill is deemed impaired and is written down to the extent of the difference. As of the filing of this Form 10-Q, we had not completed this analysis due to the complexities involved in determining the implied fair value of the goodwill for each reporting unit, which is based on the determination of the fair value of all assets and liabilities in the reporting unit. We are currently unable to estimate the range of the possible impairment. The evaluation will be completed in the third quarter and any resulting impairment will be reflected in the third quarter financial statements.

Effective February 27, 2009 we entered into an agreement with our Mexican joint venture partner, Grupo Industrial Monclova (GIMSA), whereby Greenbrier converted working capital advances to our Mexican joint venture of $27.0 million to a secured, interest bearing loan. Greenbrier may from time to time provide additional loans to the joint venture. In addition, Greenbrier has acquired an option from our joint venture partner to increase our current fifty percent ownership to sixty six and two-thirds percent.

THE GREENBRIER COMPANIES, INC.

On January 31, 2009, the wheel facility in Washington, Illinois was extensively damaged by fire. Substantially all the work scheduled to be completed at this facility has been shifted to other wheel facilities in the Refurbishment & Parts network and we have not experienced significant disruptions in service to our customers. We believe we are adequately covered by insurance for any such loss associated with this fire.

Critical Accounting Policies

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 refurbishment requirements. These adjustments could be material due to the inherent uncertainty in predicting 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.

THE GREENBRIER COMPANIES, INC.

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.

We perform a goodwill impairment test annually during the third quarter. Goodwill is also tested more frequently if changes in circumstances or the occurrence of events indicates that a potential impairment exists. The provisions of SFAS 142, Goodwill and Other Intangible Assets, require that we perform a two-step impairment test on goodwill. In the first step, we compare the fair value of each reporting unit with its carrying value. We determine the fair value of our reporting units based on a weighting of income and market approaches. Under the income approach, we calculate the fair value of a reporting unit based on the present value of estimated future cash flows. Under the market approach, we estimate the fair value based on observed market multiples for comparable businesses. The second step of the goodwill impairment test is required only in situations where the carrying value of the reporting unit exceeds its fair value as determined in the first step. In the second step we would compare the implied fair value of goodwill to its carrying value. The implied fair value of goodwill is determined by allocating the fair value of a reporting unit to all of the assets and liabilities of that unit as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the price paid to acquire the reporting unit. The excess of the fair value of a reporting unit over the amounts assigned to its assets and liabilities is the implied fair value of goodwill. An impairment loss is recorded to the extent that the carrying amount of the reporting unit goodwill exceeds the implied fair value of that goodwill.

Loss contingencies — On certain railcar contracts the total cost to produce the railcar may exceed the actual fixed or determinable 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 may be adjusted at a later date to reflect actual costs.

Results of Operations

Three Months Ended February 28, 2009 Compared to Three Months Ended February 29, 2008

Overview

Total revenues for the three months ended February 28, 2009 were $287.1 million, an increase of $27.5 million from revenues of $259.6 million in the prior comparable period. Net losses were $6.9 million for the three months ended February 28, 2009 compared to net earnings of $1.4 million for the three months ended February 29, 2008.

THE GREENBRIER COMPANIES, INC.

Manufacturing Segment

Manufacturing revenue includes results from new railcar and marine production. New railcar delivery information includes all facilities.

Manufacturing revenue for the three months ended February 28, 2009 was $145.6 million compared to $123.4 million in the corresponding prior period, an increase of $22.2 million. The increase was primarily the result of a change in product mix with higher per unit sales prices, partially offset by the $9.9 million obligation of guaranteed minimum earnings under a certain contract. New railcar deliveries were approximately 1,300 units in both the current period and the prior comparable period.

Manufacturing margin as a percentage of revenue for the three months ended February 28, 2009 was negative 4.4% compared to a positive margin of 4.2% for the three months ended February 29, 2008. The decrease was primarily the result of a $9.9 million obligation, $0.7 million in loss accruals on future production, higher material costs and scrap surcharge expense, severance of $0.6 million and less absorption of overhead due to lower levels of plant utilization.

Refurbishment & Parts Segment

Refurbishment & Parts revenue of $121.7 million for the three months ended February 28, 2009 increased by $9.1 million from revenue of $112.6 million in the prior comparable period. The increase was primarily due to acquisition related growth of approximately $17.3 million associated with the acquisition of American Allied Railway Equipment Company (AARE) which occurred early in third quarter of fiscal 2008. This was partially offset by a decrease in average scrap pricing and reduced volumes of railcar repair and refurbishment work in the current economic environment.

Refurbishment & Parts margin as a percentage of revenue was 11.7% for the three months ended February 28, 2009 compared to 16.2% for the three months ended February 29, 2008. The decrease is due to lower volumes and a less favorable mix of repair and refurbishment work and lower net scrap pricing.

Leasing & Services Segment

Leasing & Services revenue decreased $3.7 million to $19.9 million for the three months ended February 28, 2009 compared to $23.6 million for the three months ended February 29, 2008. The change was primarily a result of lower earnings on certain car hire utilization leases and a $1.2 million decrease in gains on disposition of assets from the fleet.

Pre-tax earnings of $0.1 million were realized on the disposition of leased equipment, compared to $1.2 million in the prior comparable period. Assets from Greenbrier’s 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 41.9% and 48.0% for the three-month periods ended February 28, 2009 and February 29, 2008. The decrease was primarily a result of decreased gains on disposition of assets from the lease fleet, which have no associated cost of revenue, lower lease fleet utilization, downward pressure on lease renewal rates and lower earnings on certain car hire utilization leases.

Other Costs

Selling and administrative expense was $16.3 million for the three months ended February 28, 2009 compared to $21.0 million for the comparable prior period, a decrease of $4.7 million. The decrease was primarily due to lower employee related costs, continued cost reduction efforts in the current economic environment and the reversal of $0.8 million of certain accruals. The decrease was partially offset by severance costs of $0.8 million related to work force reductions.

THE GREENBRIER COMPANIES, INC.

Interest and foreign exchange decreased $1.7 million to $8.2 million for the three months ended February 28, 2009, compared to $9.9 million in the prior comparable period. Interest expense decreased $0.8 million to $8.9 million due to lower debt levels and more favorable interest rates on our variable rate debt. Current period results include foreign exchange gains of $0.7 million compared to foreign exchange losses of $0.2 million in the prior comparable period principally due to the continued fluctuations in the Polish Zloty and Mexican Peso relative to other currencies. Included in the $0.7 million foreign exchange gain is a $1.4 million foreign exchange loss that was recorded in association with foreign currency forward exchange contracts that did not qualify for hedge accounting treatment under SFAS 133. These contracts became eligible for hedge accounting treatment at the end of January 2009.

Special Charges

In April 2007, the Board of Directors approved the permanent closure of our Canadian railcar manufacturing facility. As a result of the facility closure decision, special charges of $2.1 million were recorded during the three months ended February 29, 2008 consisting of severance costs and professional and other fees associated with the closure.

Income Taxes

The provision for income taxes was a $1.3 million benefit and $1.9 million expense for the three months ended February 28, 2009 and February 29, 2008. The provision for income taxes is based on projected geographical mix of consolidated results from operations for the entire year which results in an estimated 33.2% annual effective tax rate on pre-tax results. The effective tax rate fluctuates from year to year due to the geographical mix of pre-tax earnings and losses, minimum tax requirements in certain local jurisdictions and operating results for certain operations with no related tax effect. The actual tax rate for the second quarter of fiscal year 2009 was 15.9% as compared to 111.6% in the prior comparable period. The actual rate of 15.9% differs from the estimated effective rate of 33.2% due to revisions to our projected geographical mix of consolidated results from operations.

Equity in Earnings (Loss) of Unconsolidated Subsidiaries

Equity in earnings (loss) of the castings joint venture was a loss of $0.3 million for the three months ended February 28, 2009 compared to earnings of $0.3 million for the three months ended February 29, 2008. The decrease was associated with lower sales volumes of rail castings.

Six Months Ended February 28, 2009 Compared to Six Months Ended February 29, 2008

Overview

Total revenues for the six months ended February 28, 2009 were $543.3 million, a decrease of $2.7 million from revenues of $546.0 million in the prior comparable period. Net losses were $10.2 million for the six months ended February 28, 2009 compared to net earnings of $4.1 million for the six months ended February 29, 2008.

Manufacturing Segment

Manufacturing revenue for the six months ended February 28, 2009 was $248.3 million compared to $282.6 million in the corresponding prior period, a decrease of $34.3 million. The decrease was due to lower deliveries in the North American market and a $9.9 million obligation of guaranteed minimum earnings under a certain contract. The decrease was somewhat offset by a change in product mix with higher per unit sales prices. New railcar deliveries were approximately 2,100 units in the current and compared to 3,200 units in the prior comparable periods.

Manufacturing margin as a percentage of revenue for the six months ended February 28, 2009 was a negative 4.3% compared to 4.9% for the six months ended February 29, 2008. The decrease was primarily the result of the $9.9 million obligation, $1.1 million in loss accruals on future production, higher material costs and scrap surcharge expense, severance of $0.7 million and less absorption of overhead due to lower production levels and plant utilization.

THE GREENBRIER COMPANIES, INC.

Refurbishment & Parts Segment

Refurbishment & Parts revenue of $254.0 million for the six months ended February 28, 2009 increased by $37.5 million from revenue of $216.5 million in the prior comparable period. The increase was primarily due to acquisition related growth of approximately $38.4 million associated with the acquisition of American Allied Railway Equipment Company (AARE) which occurred early in third quarter of fiscal 2008 and strong wheel and parts volumes. This was partially offset by reduced volumes of railcar repair and refurbishment work in the current economic environment.

Refurbishment & Parts margin as a percentage of revenue was 10.7% for the six months ended February 28, 2009 compared to 15.8% for the six months ended February 29, 2008. The decrease was primarily due to a less favorable mix of repair and refurbishment work and lower net scrap pricing.

Leasing & Services Segment

Leasing & Services revenue decreased $5.9 million to $41.0 million for the six months ended February 28, 2009 compared to $46.9 million for the six months ended February 29, 2008. The change was primarily a result of lower earnings on certain car hire utilization leases and a $1.6 million decrease in gains on disposition of assets from the lease fleet.

Pre-tax earnings of $0.4 million were realized on the disposition of leased equipment, compared to $2.0 million in the prior comparable period. Assets from Greenbrier’s 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 decreased to 42.8% for the six months ended February 28, 2009 compared to 48.4% for the six months ended February 29, 2008. The change was primarily a result of decreases in gains on disposition of assets from the lease fleet, which have no associated cost of revenue, lower lease fleet utilization downward pressure on lease renewal rates and lower earnings on certain car hire utilization leases.

The percent of owned units on lease as of February 28, 2009 was 94.3% compared to 97.0% at February 29, 2008.

Other Costs

Selling and administrative costs were $32.2 million for the six months ended February 28, 2009 compared to $41.2 million for the comparable prior period, a decrease of $9.0 million. The decrease was primarily due to lower employee related costs, continued cost reduction efforts in the current economic environment and reversal of $2.1 million of certain accruals. The decrease was partially offset by severance costs of $0.8 million related to reductions in work force.

Interest and foreign exchange decreased $1.3 million to $19.0 million for the six months ended February 28, 2009, compared to $20.3 million in the prior comparable period. Interest expense decreased $0.4 million to $18.5 million due to lower debt levels and more favorable interest rates on our variable rate debt. Current period results include foreign exchange losses of $0.5 million compared to foreign exchange losses of $1.4 million in the prior comparable period principally due to the continued fluctuations in the Polish Zloty and Mexican Peso relative to other currencies. Included in the $0.5 million foreign exchange loss is a $2.6 million foreign exchange loss that was recorded in association with foreign currency forward exchange contracts that did not qualify for hedge accounting treatment under SFAS 133. These contracts became eligible for hedge accounting treatment at the end of January 2009.

THE GREENBRIER COMPANIES, INC.

Special Charges

In April 2007, the Board of Directors approved the permanent closure of our Canadian railcar manufacturing facility. As a result of the facility closure decision, special charges of $2.3 million were recorded during six months ended February 29, 2008 consisting of severance costs and professional and other fees associated with the closure.

Income Tax

The provision for income taxes was a $5.9 million benefit and a $4.9 million expense for the six months ended February 28, 2009 and February 29, 2008. The provision for income taxes is based on projected consolidated results of operations for the entire year which results in an estimated 33.2% annual effective tax rate on pre-tax results. The effective tax rate fluctuates from year to year due to the geographical mix of pre-tax earnings and losses, minimum tax requirements in certain local jurisdictions and operating results for certain operations with no related tax effect. The actual tax rate for the first six months of the fiscal year 2009 was 34.2% as compared to 70.9% in the prior comparable period. The actual rate of 34.2% differs from the estimated effective rate of 33.2% due to revisions to our projected geographical mix of consolidated results from operations.

Equity in Earnings (Loss) of Unconsolidated Subsidiaries

Equity in earnings of the castings joint venture was $0.2 million for the six months ended February 28, 2009 compared to earnings of $0.3 million for the six months ended February 29, 2008. The decrease in earnings was associated with lower sales volumes of rail castings.

Liquidity and Capital Resources

We have been financed through cash generated from operations and borrowings. During the six months ended February 28, 2009, cash increased $35.1 million to $41.1 million from $6.0 million at August 31, 2008.

Cash provided by operations for the six months ended February 28, 2009 was $55.8 million compared to cash used in operations of $70.9 million for the six months ended February 29, 2008. The change is due primarily to changes in 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 was $13.3 million for the six months ended February 28, 2009 compared to $8.5 million in the prior comparable period. Cash usage during the current year is primarily for capital expenditures.

Capital expenditures totaled $15.1 million and $16.0 million for the six months ended February 28, 2009 and February 29, 2008. Of these capital expenditures, approximately $6.6 million and $3.5 million were attributable to Leasing & Services operations for the six months ended February 28, 2009 and February 29, 2008. We regularly sell assets from our lease fleet, some of which may have been purchased within the current year and included in capital expenditures. Depending on market conditions and fleet management objectives, Leasing & Services capital expenditures for 2009, net of proceeds from sales of equipment, are expected to be nominal. Proceeds from the sale of equipment were $1.4 million and $6.4 million for the six months ended February 28, 2009 and February 29, 2008.

Approximately $6.8 million and $9.8 million of capital expenditures for the six months ended February 28, 2009 and February 29, 2008 were attributable to manufacturing operations. Capital expenditures for manufacturing operations are expected to be approximately $10.0 million in 2009 and primarily relate to start up of our tank car line at the Mexican joint venture, ERP implementation and maintenance of existing equipment.

Refurbishment & Parts capital expenditures for the six months ended February 28, 2009 and February 29, 2008 were $1.7 million and $2.7 million and are expected to be approximately $13.0 million in 2009 for maintenance of existing equipment, ERP implementation and some expansion.

THE GREENBRIER COMPANIES, INC.

Cash provided by financing activities was $5.7 million for the six months ended February 28, 2009 compared to $63.9 million in the six months ended February 29, 2008. During the six months ended February 28, 2009 we received $11.3 million in net proceeds from borrowings under revolving credit lines. In the prior period, we received $64.3 million in net proceeds from borrowings under revolving credit lines.

All amounts originating in foreign currency have been translated at the February 28, 2009 exchange rate for the following discussion. Senior secured revolving credit facilities, consisting of two components, aggregated $315.2 million as of February 28, 2009. 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 defined ratio of debt to total capitalization. In addition, current lines of credit totaling $25.2 million, with various variable rates, are available for working capital needs of the European manufacturing operation. Currently these European credit facilities have maturities that range from April 30, 2009 through August 2009. European credit facility renewals are continually under negotiation and the Company expects the available credit facilities to be approximately $25.0 million through August 31, 2009, but dependent on the outcome of negotiations, these amounts could be reduced to approximately $20.0 million as of May 31, 2009 and $15.0 million as of August 31, 2009.

As of February 28, 2009 outstanding borrowings under our facilities aggregated $101.5 million in revolving notes and $3.6 million in letters of credit. This consists of $80.0 million in revolving notes and $3.6 million in letters of credit outstanding under the United States credit facility and $21.5 million in revolving notes outstanding under the European credit facilities. Available borrowings for all credit facilities are generally based on defined levels of inventory, receivables, property, plant and equipment and leased equipment, as well as total debt to consolidated capitalization and interest coverage ratios which as of February 28, 2009 levels would provide for maximum additional borrowing of $84.0 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 net worth, maximum ratios of debt to equity or total capitalization and minimum levels of interest coverage.

Effective February 28, 2009, the Company received a waiver of an interest coverage ratio covenant on certain corporate and European debt aggregating $6.5 million. During the third quarter we intend to seek amendments to certain covenants in our $290.0 million revolving line of credit and certain corporate and European debt aggregating $6.5 million.

Foreign operations give rise to risks from changes in foreign currency exchange rates. Greenbrier utilizes 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.

Currently we are seeking a third party line of credit to support our Mexican joint venture due in part to current limitations in our existing loan covenants. In the interim, Greenbrier is financing the working capital needs of the joint venture through a $27.0 million secured, interest bearing loan.

In accordance with customary business practices in Europe, we have $11.3 million in third party performance and warranty guarantee facilities all of which have been utilized as of February 28, 2009. To date, no amounts have been drawn under these performance and warranty guarantees.

THE GREENBRIER COMPANIES, INC.

We have outstanding letters of credit aggregating $3.6 million associated with facility leases and payroll.

Quarterly dividends of $.08 per share have been paid from the fourth quarter of 2005 through the first quarter of 2009. The quarterly dividend was decreased to $.04 per share during the second quarter of 2009. During the third quarter of 2009 the quarterly dividend was suspended.

We have advanced $0.5 million in long term advances to an unconsolidated subsidiary which are secured by accounts receivable and inventory. As of February 28, 2009, this same unconsolidated subsidiary had $3.7 million in third party debt for which we have guaranteed one-third or approximately $1.2 million.

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 working capital needs, planned capital expenditures and expected debt repayments or redemptions for the foreseeable future.

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.

THE GREENBRIER COMPANIES, INC.

Item 3. 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 February 28, 2009, $37.7 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 February 28, 2009, net assets of foreign subsidiaries aggregated $0.2 million and a uniform 10% strengthening of the United States dollar relative to the foreign currencies would result in a decrease in stockholders’ equity of twenty three thousand dollars, 0.01% 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 our floating rate debt with interest rate swap agreements, effectively converting $54.1 million of variable rate debt to fixed rate debt. At February 28, 2009, the exposure to interest rate risk is reduced since 66% of our debt has fixed rates and 34% 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 February 28, 2009, a uniform 10% increase in interest rates would result in approximately $0.6 million of additional annual interest expense.

Item 4. 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 our Chief Financial Officer, the effectiveness of the Company’s 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 over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the quarter ended February 28, 2009 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

Item 4T. Controls and Procedures

Not applicable

THE GREENBRIER COMPANIES, INC.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

There is hereby incorporated by reference the information disclosed in Note 17 to Consolidated Financial Statements, Part I of this quarterly report.

Item 1A. Risk Factors

There have been no material changes in our risk factors described in our Annual Report on Form 10-K for the year ended August 31, 2008.

Item 4. Submission of Matters to a Vote of Security Holders

At the Annual Meeting of Stockholders of the Company, held on January 9, 2009, four proposals were voted upon by the Company’s stockholders. A brief discussion of each proposal voted upon at the Annual Meeting and the number of votes cast for, against, withheld, abstentions and broker non-votes to each proposal are set forth below.

A vote was taken at the Annual Meeting for the election of three Directors of the Company to hold office until the Annual Meeting of Stockholders to be held in 2012 or until their successors are elected and qualified. The aggregate numbers of shares of Common Stock voted in person or by proxy for each nominee were as follows:


	Votes for						Broker Non-
Nominee	Election		Votes Withheld		Votes Abstained		Votes

William A. Furman		14,191,090		733,603		—		—
C. Bruce Ward		14,009,161		915,532		—		—
Charles J. Swindells		11,538,526		3,386,167		—		—

A vote was taken at the Annual Meeting for the proposal to approve the amendment of the 2005 Stock Incentive Plan to increase the number of shares available under the plan. The aggregate number of shares of Common Stock in person or by proxy which voted for, voted against, abstained and broker non-votes from the vote were as follows:

A vote was taken at the Annual Meeting for the proposal to approve the adoption of the 2009 Employee Stock Purchase Plan. The aggregate number of shares of Common Stock in person or by proxy which voted for, voted against, abstained and broker non-votes from the vote were as follows:

A vote was taken at the Annual Meeting on the proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent auditors for the year ended August 31, 2009. The aggregate number of shares of Common Stock in person or by proxy which voted for, voted against, abstained and broker non-votes from the vote were as follows:

The foregoing proposals are described more fully in the Company’s definitive proxy statement dated November 25, 2008, filed with the Securities and Exchange Commission pursuant to Section 14 (a) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

THE GREENBRIER COMPANIES, INC.

Item 6. Exhibits

(a) List of Exhibits:


10.1		Form of Amendment dated as of March 1, 2009 to Employment Agreements between Registrant and certain of Registrant’s Executive Officers.
10.2		Amended and Restated Credit Agreement dated November 7, 2006 among the Registrant, TrentonWorks Limited, a Nova Scotia company, Bank of America, N.A. as U.S. Administrative Agent, Bank of America, N.A. through its Canada branch as Canadian Administrative Agent, U.S. Bank National Association as Documentation Agent, Banc of America Securities LLC as Sole Lead Arranger and Sole Book Manager, and the other lenders party thereto is incorporated herein by reference to Exhibit 10.1 of the Registrant’s Form 8-K filed November 13, 2006.
10.3		First Amendment to Amended and Restated Credit Agreement dated January 8, 2008.
10.4		Second Amendment to Amended and Restated Credit Agreement dated May 8, 2008.
10.5		Amendment dated April 6, 2009 to Employment Agreement between Registrant and William A. Furman.
10.6		Employment Agreement dated April 6, 2009 between Alejandro Centurion and Registrant.
31.1		Certification pursuant to Rule 13 (a) — 14 (a).
31.2		Certification pursuant to Rule 13 (a) — 14 (a).
32.1		Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

THE GREENBRIER COMPANIES, INC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	THE GREENBRIER COMPANIES, INC.
Date: April 8, 2009	By:	/s/ Mark J. Rittenbaum
		Mark J. Rittenbaum
		Executive Vice President, Treasurer and Chief Financial Officer (Principal Financial Officer)


Date: April 8, 2009	By:	/s/ James W. Cruckshank
		James W. Cruckshank
		Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)

EX-10.1 2 v52071exv10w1.htm EX-10.1 exv10w1

Exhibit 10.1

Amendment to Employment Agreement

This Amendment to Employment Agreement is effective as of March 1, 2009 and amends the Employment Agreement currently in effect by and between The Greenbrier Companies, Inc. (“Greenbrier”) and the undersigned employee of Greenbrier.

Notwithstanding any other provision of my Employment Agreement with Greenbrier to the contrary, I hereby agree that the rate of my annual base compensation will be temporarily reduced from its current level in accordance with the schedule below. Such reduction will be effective as of March 1, 2009, and continue until such time as the Compensation Committee of the Board of Directors shall determine that current salaries for executive officers shall be reinstated, in whole or in part, with such reinstatement to be made in a comparable manner for all executive officers.


Annual Base Compensation Range (U.S. $)	Percentage Reduction
William A. Furman’s base compensation		50.0	%
Over $250,000		12.5	%
$200,000 — $249,999		10.0	%
$125,000 — $199,999		7.5	%
$75,000 — $124,999		5.0	%
Under $75,000		0.0	%

Nothing in this Amendment shall change the amounts to be paid to me, if applicable, as severance benefits, upon a Change in Control or otherwise; such amounts to be determined as if my annual base compensation were unchanged by this Amendment.


The Greenbrier Companies, Inc.:						Employee:

By:

EX-10.3 3 v52071exv10w3.htm EX-10.3 exv10w3

Exhibit 10.3

FIRST AMENDMENT

TO AMENDED AND RESTATED CREDIT AGREEMENT

THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 8, 2008 (this “Amendment”), is entered into among The Greenbrier Companies, Inc., an Oregon corporation (the “Company”), TrentonWorks Limited, a Nova Scotia corporation (“TWI”), the Subsidiary Guarantors, the Lenders party hereto, Bank of America, N.A., as U.S. Administrative Agent and Bank of America, N.A., acting through it Canada branch, as Canadian Administrative Agent. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement.

RECITALS

A. The Company, TWI, the Lenders, the U.S. Administrative Agent and the Canadian Administrative Agent entered into that certain Amended and Restated Credit Agreement, dated as of November 7, 2006 (the “Credit Agreement”).

B. The parties hereto have agreed to amend the Credit Agreement as provided herein.

C. In consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows.

AGREEMENT

1. Amendments.

(a) Section 1.01. The following definitions in Section 1.01 of the Credit Agreement are hereby amended to read as follows:

“Aggregate Canadian Commitments” means $0.

“Canadian Letter of Credit Sublimit” means CDN$0.

“Canadian Swing Line Sublimit” means CDN$0.

“Loan Documents” means (a) this Agreement, (b) each Note, (c) each Issuer Document, (d) the Fee Letter, (e) the Guaranties, (f) the Security Agreement, (g) the Pledge Agreement and (h) each other security agreement, pledge, deed of trust, mortgage or other document purporting to create a Lien on the Collateral.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a

“Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Company. For purposes of the Loan Documents, the term “Subsidiary” shall not include (a) any “SPE” and (b) except for the preparation of the financial statements required by Section 7.01 and calculation of the financial covenants set forth in Section 7.11, TWI.

“TWI” has the meaning specified in the introductory paragraph hereto. As of January 8, 2008, TWI is not a Borrower or a Loan Party.

(b) Termination of TWI as a Borrower, Etc.

Notwithstanding anything to the contrary in this Amendment or in any other Loan Document, as of the date hereof, TWI shall no longer be a Borrower, any covenant or representation applicable to TWI in Articles V, VI or VII of the Credit Agreement shall be of no further force or effect with respect to TWI and the Canadian Commitments of each Canadian Lender are hereby terminated. The Administrative Agents are hereby authorized and directed by the Lenders to execute and deliver such agreements, terminations or other documents in connection with the termination of the Canadian Revolving Credit Facility and removal of TWI as a Borrower.

2. Effectiveness; Conditions Precedent. This Amendment shall be effective as of the date hereof when all of the conditions set forth in this Section shall have been satisfied in form and substance satisfactory to the Administrative Agents.

(a) Execution and Delivery of this Amendment. The Administrative Agents shall have received copies of this Amendment duly executed by each Loan Party, the Required Lenders, the Canadian Lenders, the U.S. Administrative Agent, the Canadian Administrative Agent, the Canadian L/C Issuer and the Canadian Swing Line Lender.

(b) Termination of Canadian Facility. The Total Canadian Outstandings shall be $0, all outstanding Canadian Letters of Credit shall have been returned to the Canadian L/C Issuer for cancellation, the Aggregate Canadian Commitments shall have been terminated and all Obligations under the Canadian Revolving Credit Facility (other than contingent indemnification obligations) shall have been satisfied.

(c) Fees and Expenses. The Borrower shall have paid all fees and expenses owed by the Borrower to the Administrative Agents and the Arranger.

3. Ratification of Credit Agreement. The Loan Parties acknowledge and consent to the terms set forth herein and agree that this Amendment does not impair, reduce or limit any of their obligations under the Loan Documents.

4. Authority/Enforceability. Each of the Loan Parties represents and warrants as follows:

(a) It has taken all necessary action to authorize the execution, delivery and performance of this Amendment.

(b) This Amendment has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and binding obligations, enforceable in accordance with its terms.

(c) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment.

(d) The execution and delivery of this Amendment does not (i) violate, contravene or conflict with any provision of its, or its Subsidiaries’ Organization Documents or (ii) materially violate, contravene or conflict with any Laws applicable to it or any of its Subsidiaries.

5. Representations and Warranties of the Loan Parties. The Loan Parties represent and warrant to the Lenders that after giving effect to this Amendment (a) the representations and warranties of the Loan Parties set forth in Article V of the Credit Agreement are true and correct in all material respects as of the date hereof, and (b) no event has occurred and is continuing which constitutes a Default.

6. Release. In consideration of the Lenders entering into this Amendment, the Loan Parties hereby release the Administrative Agents, the Lenders, the L/C Issuers and the Administrative Agents’ and the Lenders’ respective officers, employees, representatives, agents, counsel and directors from any and all actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, now known or unknown, suspected or unsuspected to the extent that any of the foregoing arises from any action or failure to act solely in connection with the Loan Documents on or prior to the date hereof.

7. Counterparts/Telecopy. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of executed counterparts of this Amendment by telecopy or pdf shall be effective as an original.

8. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OREGON.

9. Statutory Notice. UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY THE LENDERS CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER’S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY THE LENDERS TO BE ENFORCEABLE.

10. Reference to and Effect on Credit Agreement. Except as specifically modified herein, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are each hereby ratified and confirmed. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Lenders or the Administrative Agents under the Credit Agreement or any of the other Loan Documents, or constitute a waiver or cones of any provision of the Credit Agreement or any of the other Loan Documents, except as expressly set forth herein. This Amendment shall be considered a Loan Document from and after the date hereof.

11. Estoppel, Acknowledgement and Reaffirmation. The obligations of the Loan Parties under the Loan Documents constitute valid and subsisting obligations of such Persons that are not subject to any credits, offsets, defenses, claims, counterclaims or adjustments of any kind. Each Loan Party hereby acknowledges its respective obligations under the Loan Documents as amended hereby and reaffirms that each of the liens and security interests created and granted in or pursuant to the Loan

Documents are valid and subsisting and that this Amendment shall in no manner impair or otherwise adversely affect such liens and security interests.

[remainder of page intentionally left blank]

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


BORROWERS:	THE GREENBRIER COMPANIES, INC., an Oregon corporation
	By:	/s/ Norriss M. Webb
		Name:	Norriss M. Webb
		Title:	Executive Vice President

	TRENTONWORKS LIMITED, a Nova Scotia corporation
	By:	/s/ Shelley Alward
		Name:	Shelley Alward
		Title:	Vice President — Human Resources


	By:	/s/ Eldon F. MacDonald
		Name:	Eldon F. MacDonald
		Title:	Controller


SUBSIDIARY GUARANTORS:	GUNDERSON LLC, an Oregon limited liability company
	By:	/s/ Norriss M. Webb
		Name:	Norriss M. Webb
		Title:	Vice President

	GREENBRIER LEASING COMPANY LLC, an Oregon limited liability company
	By:	/s/ Norriss M. Webb
		Name:	Norriss M. Webb
		Title:	Executive Vice President

	GREENBRIER RAILCAR LLC, an Oregon limited liability company
	By:	/s/ Norriss M. Webb
		Name:	Norriss M. Webb
		Title:	Vice President

	AUTOSTACK COMPANY LLC, an Oregon limited liability company
	By:	/s/ Norriss M. Webb
		Name:	Norriss M. Webb
		Title:	Vice President

	GUNDERSON RAIL SERVICES LLC, an Oregon limited liability company
	By:	/s/ Norriss M. Webb
		Name:	Norriss M. Webb
		Title:	Vice President

	GUNDERSON MARINE LLC, an Oregon limited liability company
	By:	/s/ Norriss M. Webb
		Name:	Norriss M. Webb
		Title:	Vice President

	GREENBRIER-CONCARRIL, LLC, a Delaware limited liability company
	By:	/s/ Norriss M. Webb
		Name:	Norriss M. Webb
		Title:	Vice President


GREENBRIER LEASING LIMITED PARTNER, LLC, a Delaware limited liability company
By:	/s/ Norriss M. Webb
	Name:	Norriss M. Webb
	Title:	Executive Vice President

GREENBRIER MANAGEMENT SERVICES, LLC, a Delaware limited liability company
By:	/s/ Norriss M. Webb
	Name:	Norriss M. Webb
	Title:	Executive Vice President

BRANDON RAILROAD LLC, an Oregon limited liability company
By:	/s/ Norriss M. Webb
	Name:	Norriss M. Webb
	Title:	Executive Vice President

MERIDIAN RAIL HOLDINGS CORP., a Delaware corporation
By:	/s/ Norriss M. Webb
	Name:	Norriss M. Webb
	Title:	Vice President

MERIDIAN RAIL ACQUISITION CORP.
By:	/s/ Norriss M. Webb
	Name:	Norriss M. Webb
	Title:	Vice President

MERIDIAN RAIL MEXICO CITY CORP.
By:	/s/ Norriss M. Webb
	Name:	Norriss M. Webb
	Title:	Vice President


ADMINISTRATIVE AGENTS:	BANK OF AMERICA, N.A., as U.S. Administrative Agent
	By:	/s/ Tiffany Shin
		Name:	Tiffany Shin
		Title:	Assistant Vice President

	BANK OF AMERICA, N.A., acting through its Canada Branch, as Canadian Administrative Agent
	By:	/s/ Medina Sales de Andrade
		Name:	Medina Sales de Andrade
		Title:	Vice President


LENDERS:	BANK OF AMERICA, N.A., as a U.S. Lender and as U.S. L/C Issuer and U.S. Swing Line Lender
	By:	/s/ Eric Eidler
		Name:	Eric Eidler
		Title:	Senior Vice President

	BANK OF AMERICA, N.A., acting through its Canada Branch, as a Canadian Lender and as Canadian L/C Issuer and Canadian Swing Line Lender
	By:	/s/ Medina Sales de Andrade
		Name:	Medina Sales de Andrade
		Title:	Vice President


UNION BANK OF CALIFORNIA, N.A., U.S. Lender
By:	/s/ Michael I. Hart
	Name:	Michael I. Hart
	Title:	Senior Vice President

U.S. BANK NATIONAL ASSOCIATION, U.S. Lender
By:	/s/ Richard J. Ameny, Jr.
	Name:	Richard J. Ameny, Jr.
	Title:	Vice President

KEYBANK NATIONAL ASSOCIATION, U.S. Lender
By:	/s/ Chris Swindell
	Name:	Chris Swindell
	Title:	Senior Vice President

BRANCH BANKING & TRUST COMPANY, U.S. Lender
By:	/s/ Robert M. Searson
	Name:	Robert M. Searson
	Title:	Senior Vice President


CAYLON NEW YORK BRANCH, U.S. Lender

By:	/s/ Angel Naranjo	/s/ Brian Bolotin

	Name: Angel Naranjo Title: Director	Brian Bolotin Managing Director


	CRÉDIT INDUSTRIEL et COMMERCIAL, NEW YORK BRANCH, U.S. Lender
	By
		Name:
		Title:


COMERICA BANK, U.S. Lender
By:	/s/ Steven Clear
	Name:	Steven Clear
	Title:	AVP

KEY BANK NATIONAL ASSOCIATION, U.S. Lender
By:
	Name:
	Title:


LASALLE BANK NATIONAL ASSOCIATION, U.S. Lender
By:	/s/ Stefan Loeb
	Name:	Stefan Loeb
	Title:	Vice President

SOVEREIGN BANK, U.S. Lender
By:
	Name:
	Title:

DVB BANK AG, U.S. Lender
By:	/s/ Volker Eberhart
	Name:	Volker Eberhart
	Title:	Vice President

By:	/s/ Martin Metz
	Name:	Martin Metz
	Title:	Managing Director

EX-10.4 4 v52071exv10w4.htm EX-10.4 exv10w4

Exhibit 10.4

SECOND AMENDMENT

TO AMENDED AND RESTATED CREDIT AGREEMENT

THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 8, 2008 (this “Amendment”), is entered into among The Greenbrier Companies, Inc., an Oregon corporation (the “Company”), the Subsidiary Guarantors, the Lenders party hereto and Bank of America, N.A., as U.S. Administrative Agent. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement.

RECITALS

A. The Company, the Subsidiary Guarantors, the Lenders and the U.S. Administrative Agent entered into that certain Amended and Restated Credit Agreement, dated as of November 7, 2006 (as previously amended, the “Credit Agreement”).

B. The parties hereto have agreed to amend the Credit Agreement as provided herein.

AGREEMENT

1. Amendments.

(a) Section 1.01.

(i) The following definitions in Section 1.01 of the Credit Agreement are hereby amended to read as follows:

“Joint Venture” means a Person or other legal arrangement which meets the following criteria: (a) it is a single-purpose corporation, partnership, limited liability company, joint venture or other similar legal arrangement (whether created by contract or conducted through a separate legal entity) formed by the Company or any of its Subsidiaries with another Person in order to conduct a common venture or enterprise with such Person and (b) the Company and its Subsidiaries directly or indirectly own less than 75% of the Equity Interests.

purposes of the Loan Documents, the term “Subsidiary” shall not include any “SPE” or any “Joint Venture”.

“U.S. Swing Line Sublimit” means an amount equal to the lesser of $25,000,000 and the amount available under the U.S. Revolver Ceiling. The U.S. Swing Line Sublimit is part of, and not in addition to, the Aggregate U.S. Commitments.

(ii) The definition of “BBRM” in Section 1.01 of the Credit Agreement is hereby deleted in its entirety.

(b) Section 7.02(h). Section 7.02(h) of the Credit Agreement is hereby amended to read as follows:

(h) [Intentionally Omitted.]

(j) Investments in Greenbrier-GIMSA, LLC or Gunderson-GIMSA S. de R.L. de C.V. made after the Closing Date in an aggregate outstanding amount not exceeding the sum of (i) $30,000,000 plus (ii) any excess amount of Restricted Payments available to be paid pursuant to Section 7.06(d) that have not been distributed and have not been invested pursuant to Section 7.02(f) or 7.02(g); and

(d) Section 7.03(d). The proviso at the end of Section 7.03(d) of the Credit Agreement is hereby amended to read as follows:

provided; however, that the aggregate amount of all such Term Debt at any one time outstanding pursuant to this subsection (d) shall not exceed $200,000,000;

(e) Section 7.03. Section 7.03 of the Credit Agreement is hereby amended by deleting the word “and” at the end of clause (h) thereof, renumbering clause “(i)” as “(j)” and adding the following new clause (i) immediately after clause (h) therein:

(i) intercompany Indebtedness resulting from loans and advances permitted by Section 7.02; and

(f) Section 7.06(d). Section 7.06(d) of the Credit Agreement is hereby amended to read as follows:

(d) the Company may declare or pay Restricted Payments after the Closing Date in an aggregate amount not to exceed the sum of (i) $25,000,000 plus (ii) 50% of the cumulative net income of the Company and its Subsidiaries since August 31, 2006 minus (iii) all amounts available to make Restricted Payments pursuant to this subsection (d) that have been invested pursuant to Sections 7.02(f), 7.02(g) and 7.02(j).

(g) Section 7.11(b). The grid in Section 7.11(b) of the Credit Agreement is hereby amended to read as follows:

Calendar Year

February 28/29

May 31

August 31

November 30

2008

0.75 to 1.0

2009

0.75 to 1.0

0.725 to 1.0

2010

0.725 to 1.0

0.70 to 1.0

thereafter

0.70 to 1.0

(h) Section 7.12. Section 7.12 of the Credit Agreement is hereby amended to read as follows:

7.12 Capital Expenditures.

Make or become legally obligated to make any expenditure in respect of the purchase or other acquisition of any fixed or capital asset (excluding normal replacements and maintenance which are properly charged to current operations), except for capital expenditures in the ordinary course of business not exceeding $50,000,000 in the aggregate in any fiscal year for the Company and its Subsidiaries, and any such expenditures made for leasing assets.

(a) Execution and Delivery of this Amendment. The U.S. Administrative Agent shall have received copies of this Amendment duly executed by each Loan Party, the Required Lenders and the U.S. Administrative Agent.

(b) Fees and Expenses. The U.S. Administrative Agent shall have received, for the account of each Lender executing this Amendment, a fee of 0.125% of such Lender’s Commitment and (ii) all other fees and expenses owed by the Borrower to the U.S. Administrative Agent and the Arranger.

4. Authority/Enforceability. Each of the Loan Parties represents and warrants as follows:

(a) It has taken all necessary action to authorize the execution, delivery and performance of this Amendment.

(b) This Amendment has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and binding obligations, enforceable in accordance with its terms.

6. Release. In consideration of the Lenders entering into this Amendment, the Loan Parties hereby release the U.S. Administrative Agent, the Lenders, the L/C Issuers and the U.S. Administrative Agent’s and the Lenders’ respective officers, employees, representatives, agents, counsel and directors from any and all actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, now known or unknown, suspected or unsuspected to the extent that any of the foregoing arises from any action or failure to act solely in connection with the Loan Documents on or prior to the date hereof.

8. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OREGON.

10. Reference to and Effect on Credit Agreement. Except as specifically modified herein, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are each hereby ratified and confirmed. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Lenders or the U.S. Administrative Agent under the Credit Agreement or any of the other Loan Documents, or constitute a waiver of any provision of the Credit Agreement or any of the other Loan Documents, except as expressly set forth herein. This Amendment shall be considered a Loan Document from and after the date hereof.

[remainder of page intentionally left blank]

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


BORROWER:	THE GREENBRIER COMPANIES, INC., an Oregon corporation
	By:	/s/ Mark J. Rittenbaum
		Name:	Mark J. Rittenbaum
		Title:	Executive Vice President, Treasurer and Chief Financial Officer

THE GREENBRIER COMPANIES
SECOND AMENDMENT


SUBSIDIARY GUARANTORS:	GUNDERSON LLC, an Oregon limited liability company
	By:	/s/ Mark J. Rittenbaum
		Name:	Mark J. Rittenbaum
		Title:	Executive Vice President, Assistant Secretary

	GREENBRIER LEASING COMPANY LLC, an Oregon limited liability company
	By:	/s/ Mark J. Rittenbaum
		Name:	Mark J. Rittenbaum
		Title:	Executive Vice

	GREENBRIER RAILCAR LLC, an Oregon limited liability company
	By:	/s/ Mark J. Rittenbaum
		Name:	Mark J. Rittenbaum
		Title:	Treasurer

	AUTOSTACK COMPANY LLC, an Oregon limited liability company
	By:	/s/ Mark J. Rittenbaum
		Name:	Mark J. Rittenbaum
		Title:	Vice President, Principle Financial and Accounting Officer

	GUNDERSON RAIL SERVICES LLC, an Oregon limited liability company
	By:	/s/ Mark J. Rittenbaum
		Name:	Mark J. Rittenbaum
		Title:	Vice President, Principle Financial and Accounting Officer

	GUNDERSON MARINE LLC, an Oregon limited liability company
	By:	/s/ Mark J. Rittenbaum
		Name:	Mark J. Rittenbaum
		Title:	Vice President, Principle Financial and Accounting Officer

	GREENBRIER-CONCARRIL, LLC, a Delaware limited liability company
	By:	/s/ Mark J. Rittenbaum
		Name:	Mark J. Rittenbaum
		Title:	Vice President

THE GREENBRIER COMPANIES
SECOND AMENDMENT


GREENBRIER LEASING LIMITED PARTNER, LLC, a Delaware limited liability company
By:	/s/ Mark J. Rittenbaum
	Name:	Mark J. Rittenbaum
	Title:	Principle Financial and Accounting Officer

GREENBRIER MANAGEMENT SERVICES, LLC, a Delaware limited liability company
By:	/s/ Mark J. Rittenbaum
	Name:	Mark J. Rittenbaum
	Title:	Principle Financial and Accounting Officer

BRANDON RAILROAD LLC, an Oregon limited liability company
By:	/s/ Mark J. Rittenbaum
	Name:	Mark J. Rittenbaum
	Title:	Vice President

MERIDIAN RAIL HOLDINGS CORP., a Delaware corporation
By:	/s/ Mark J. Rittenbaum
	Name:	Mark J. Rittenbaum
	Title:	Vice President, Treasurer

MERIDIAN RAIL ACQUISITION CORP.
By:	/s/ Mark J. Rittenbaum
	Name:	Mark J. Rittenbaum
	Title:	Vice President, Treasurer

MERIDIAN RAIL MEXICO CITY CORP.
By:	/s/ Mark J. Rittenbaum
	Name:	Mark J. Rittenbaum
	Title:	Vice President, Treasuer

THE GREENBRIER COMPANIES
SECOND AMENDMENT


U.S. ADMINISTRATIVE AGENT:	BANK OF AMERICA, N.A., as U.S. Administrative Agent
	By	/s/ Tiffany Shin
		Name: Tiffany Shin
		Title: Assistant Vice President

THE GREENBRIER COMPANIES
SECOND AMENDMENT


LENDERS:	BANK OF AMERICA, N.A., as a U.S. Lender and as U.S. L/C Issuer and U.S. Swing Line Lender
	By	/s/ Eric Eidler
		Name:	Eric Eidler
		Title:	Senior Vice Presidet

	UNION BANK OF CALIFORNIA, N.A., U.S. Lender

	By	/s/ Stephen Sloan
		Name:	Stephen Sloan
		Title:	Vice President

	U.S. BANK NATIONAL ASSOCIATION, U.S. Lender
	By	/s/ Richard J. Ameny, Jr.
		Name:	Richard J. Ameny, Jr.
		Title:	Vice President

	KEYBANK NATIONAL ASSOCIATION, U.S. Lender
	By	/s/ Chris Swindell
		Name:	Chris Swindell
		Title:	Senior Vice President

	BRANCH BANKING & TRUST COMPANY, U.S. Lender
	By	/s/ Robert M. Searson
		Name:	Robert M. Searson
		Title:	Senior Vice President


CAYLON NEW YORK BRANCH, U.S. Lender

By	/s/ Brian Bolotin	/s/ Angel Naranjo

	Name: Brian Bolotin Title: Managing Director	Angel Naranjo Director

CRÉDIT INDUSTRIEL et COMMERCIAL, NEW YORK BRANCH, U.S. Lender

By	/s/ Adrienne Molloy	/s/ Anthony Rock

	Name: Adrienne Molloy Title: Vice President	Anthony Rock Managing Director

THE GREENBRIER COMPANIES
SECOND AMENDMENT


COMERICA BANK, U.S. Lender
By:
	Name:
	Title:

SOVEREIGN BANK, U.S. Lender
By:
	Name:
	Title:

DVB BANK AG, U.S. Lender
By:	/s/ M. Metz
	Name:	M. Metz
	Title:	Managing Director


By:	/s/ M. Neuland
	Name:	M. Neuland
	Title:	Senior Vice President

BANK OF THE WEST, U.S. Lender
By:	/s/ Brett German
	Name:	Brett German
	Title:	Vice President

THE GREENBRIER COMPANIES
SECOND AMENDMENT

EX-10.5 5 v52071exv10w5.htm EX-10.5 exv10w5

Exhibit 10.5

AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment to Employment Agreement dated as of April 6, 2009 (this “Amendment”) is entered into by and between The Greenbrier Companies, Inc. and William A. Furman and amends that certain Employment Agreement between such parties dated as of September 1, 2004, as previously amended as of May 11, 2006, November 1, 2006, June 5, 2008 and March 1, 2009 (the “Employment Agreement”). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Retirement Benefits. Section 5.6 (a) of the Agreement is amended to read as follows:

“(a) until such time as Executive attains age 70, Executive will be provided a Retirement Medical Benefit that provides insured health and medical benefits for him and his spouse which are substantially equivalent to those provided to them immediately prior to Executive’s termination, and”

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


	THE GREENBRIER COMPANIES, INC.
	By:	/s/ Mark Rittenbaum
		Mark Rittenbaum, Executive Vice President,
		CFO and Treasurer


	/s/ William A. Furman
	William A. Furman

Amendment to Employment Agreement
Page 1

EX-10.6 6 v52071exv10w6.htm EX-10.6 exv10w6

Exhibit 10.6

EMPLOYMENT AGREEMENT

This Employment Agreement, dated as of April 6, 2009 (the “Effective Date”) is by and between The Greenbrier Companies, Inc., an Oregon corporation (the “Company”), and Alejandro Centurion (“Employee”).

RECITALS

A. Employee currently serves as the President of Greenbrier Manufacturing Operations and Chief Executive Officer of Gunderson LLC, a 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 Company’s President of Greenbrier Manufacturing Operations 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. Employee shall travel to the Company’s North American manufacturing facilities as reasonably required to perform his duties hereunder. Notwithstanding the foregoing, 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

Employment Agreement
Page 1

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 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 $285,000.00 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

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foregoing, nothing in this Agreement shall preclude the amendment or termination of any such 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 currently in force that satisfies the requirements of this Section 3.4, and any successor or replacement for such policy, is referred to as the “Northwestern Policy.” The Northwestern Policy shall be structured such that the after-tax cash surrender value of the 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 Northwestern Policy. If Employees’ employment terminates as a result of a termination by the Company without Cause or following a Change in Control, the Company shall continue to pay the premiums for the Northwestern 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.

3.5 Target Benefit Program. The Employee shall participate in the Greenbrier Leasing Corporation Manager Owned Target Benefit Plan (the “Target Benefit Plan”) or any successor or replacement plan of a similar type that the Company or its affiliates may adopt, in the same manner as the other similarly situated Executive Officers.

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 Vacation. During the Term, Employee shall be entitled to four weeks of paid vacation during each fiscal year of the Company, to be taken at times which do not unreasonably interfere with performance of Employee’s duties. Any unused portion of such vacation may not be carried forward from year-to-year by Employee, consistent with the Company’s general policy for other salaried employees.

3.8 Use of Automobile. Employee shall be eligible to participate in the Company car program in the same form as is available to other Executive Officers.

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

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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 irreparable 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. “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 a form approved by the Company. 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, including the Company car program, at the Company’s expense. If the 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 the 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 family, for as long as such coverage is available under COBRA under the law. “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 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 duties; (b) the commission of embezzlement, theft, material fraud or other acts of dishonesty; (c) violation by Employee of any of the 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;

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(e) conduct involving moral turpitude; or (f) failure or refusal to carry out the reasonable directives of the CEO.

8. CHANGE OF CONTROL

8.1 Termination in the Event of a Change of Control. 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 for Good Reason, then the Company shall pay or provide the benefits set forth in subsections (a) — (c) below:

(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 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 the 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 the 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 family, for as long as such coverage is available under COBRA under the law. “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.

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 section13(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 30 percent or more of the stock of any class or classes having by the terms thereof ordinary

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			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.

	(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;

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	(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.

(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

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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 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, 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 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 Arbitration. Any dispute relating to this Agreement that cannot be resolved by the parties will be resolved by arbitration as provided in this section. 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.

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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.

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. Vice President Administration One Centerpointe Drive, Suite 200 Lake Oswego, OR 97035

	(b)		To Employee:

			Alejandro Centurion 1828 NW 93^rd Place Portland, OR 97229

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	(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.

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.

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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).”


	THE GREENBRIER COMPANIES, INC.:
	By:	/s/ William A. Furman
		Title: President and Chief Executive Officer


	EMPLOYEE:
	/s/ Alejandro Centurion
	Alejandro Centurion

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EX-31.1 7 v52071exv31w1.htm EX-31.1 exv31w1

THE GREENBRIER COMPANIES, INC.

EXHIBIT 31.1

CERTIFICATIONS

		I, William A. Furman, certify that:

1.		I have reviewed this quarterly report on Form 10-Q of The Greenbrier Companies, Inc. for the quarterly period ended February 28, 2009;

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 statements 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 quarterly report our conclusions about the effectiveness of the disclosure controls and procedures 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 that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

	(a)		All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely 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: April 8, 2009


/s/ William A. Furman
William A. Furman
President and Chief Executive Officer

EX-31.2 8 v52071exv31w2.htm EX-31.2 exv31w2

THE GREENBRIER COMPANIES, INC.

EXHIBIT 31.2

CERTIFICATIONS (cont’d)

		I, Mark J. Rittenbaum, certify that:

1.		I have reviewed this quarterly report on Form 10-Q of The Greenbrier Companies, Inc. for the quarterly period ended February 28, 2009;

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 statements 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 quarterly report our conclusions about the effectiveness of the disclosure controls and procedures 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 that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

	(a)		All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely 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: April 8, 2009


/s/ Mark J. Rittenbaum
Mark J. Rittenbaum
Executive Vice President, Treasurer and Chief Financial Officer

EX-32.1 9 v52071exv32w1.htm EX-32.1 exv32w1

THE GREENBRIER COMPANIES, INC.

EXHIBIT 32.1

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 quarterly report of The Greenbrier Companies, Inc. (the “Company”) on Form 10-Q for the quarterly period ended February 28, 2009 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:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date April 8, 2009


/s/ William A. Furman
William A. Furman
President and Chief Executive Officer

EX-32.2 10 v52071exv32w2.htm EX-32.2 exv32w2

THE GREENBRIER COMPANIES, INC.

EXHIBIT 32.2

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 quarterly report of The Greenbrier Companies, Inc. (the “Company”) on Form 10-Q for the quarterly period ended February 28, 2009 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:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: April 8, 2009


/s/ Mark J. Rittenbaum
Mark J. Rittenbaum
Executive Vice President, Treasurer and Chief Financial Officer

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