The Greenbrier Companies, Inc. Annual Report 2010

FY2010 Annual Report · The Greenbrier Companies, Inc.

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O n e C e n t e r p o i n t e D r i v e , S u i t e 2 0 0 | L a k e O s w e g o , O re g o n 9 7 0 3 5 | w w w. G B R X . c o m

2010 ANNUAL REPORT

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To our Shareholders, Customers, Employees and Suppliers:

The Greenbrier Companies Locations

William A. Furman
President and
Chief Executive Ofﬁ cer

Economic forces continued to impede our proﬁ t and EBITDA goals in ﬁ scal 2010.

Notwithstanding these forces, we achieved all four of our other key objectives identiﬁ ed at
the beginning of the year. First, we obtained a satisfactory modiﬁ cation of the GE new railcar
contract during the second quarter. Second, we improved the operational efﬁ ciency of our
facilities, while maintaining the ﬂ exibility to respond to market demand. One example of this
ﬂ exibility occurred in the fourth quarter when we shifted 175 workers from marine barge
construction to new railcar production in support of new railcar orders and to address softness
in the marine market. Third, we produced positive operating cash ﬂ ow, reduced net debt by $76
million, and strengthened our balance sheet through a $52.7 million common stock offering.
Finally, our fourth objective was to further leverage our integrated business model. The
competitive advantages of this model were demonstrated with receipt of recent new railcar and
railcar refurbishment orders which utilized our strengths in engineering and leasing to quickly
secure transactions.

Looking Ahead
We continue to see positive signs of a recovery in the North American freight supply industry.
Railcar loadings continue to improve, railcars continue to come out of storage, and new
railcar orders in the third calendar quarter of 2010 were at their highest levels since the second
quarter of 2008. The outlook for our new railcar manufacturing operations in North America
continues to improve signiﬁ cantly. We now have ﬁ ve production lines dedicated to new railcar
manufacturing, compared to two lines less than six months ago. Greenbrier is well-positioned
for the upturn, as rail trafﬁ c continues to improve and the economy continues to recover. In the
very near term, we anticipate that reduced demand for wheel services and marine vessels will
partially dampen the impact of positive railcar manufacturing trends.

Our recent orders for double stack equipment represent the early signs of restoration in demand
for this railcar type. Greenbrier has built over 60% of all double stack platforms ever built in
North America. Similarly, there is a rebound in demand for covered hopper cars, where we
also have a high market share. We believe our superior designs and engineering provide more
reliable and safer transportation for the North American market.

Greenbrier’s new railcar manufacturing backlog as of August 31, 2010 was 5,300 units with
an estimated value of $420 million, compared to 4,400 units valued at $370 million at May 31,
2010. In September and October, additional orders for 3,200 units with an aggregate value of
$200 million were received. Our share of total North American industry backlog stands at 40%
as of September 30, 2010, which is disproportionately large, based on our share of industry
capacity. We already have 7,000 units in our backlog scheduled to be built in ﬁ scal 2011,
and have capacity to accept additional orders for delivery in 2011. Much of our backlog is of
similar railcar types, which will allow us to realize efﬁ ciencies of longer production runs. In
ﬁ scal 2010, we delivered only 2,700 new railcar units. So, we expect this business will be up
signiﬁ cantly in ﬁ scal 2011.

Front Cover: Tony Veditz,
Gunderson, LLC

Conversely, we are seeing an industry-wide slowdown in demand for marine barges. In
response, we have slowed marine production rates and have reassigned many of our marine
workers to new railcar manufacturing. We expect this part of our manufacturing segment to
recover later in 2011, as the effects of economic uncertainty surrounding the Gulf oil spill and
off-shore drilling are abated.



Offices



Parts

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Repair

Lake Oswego, OR (Headquarters)
Birmingham, AL
Boulder, CO
Beavercreek, OH
Fort Worth, TX
Leipzig, Germany

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Freight Car Manufacturing

Frontera, Mexico (joint Venture)
Portland, Oregon
Swidnica, Poland
Sahagun, Mexico

Alliance, OH (joint venture)
Peoria, IL
Portland, OR
Red Oak, IA
Youngstown, OH

Wheels

Chicago Heights, IL
Concarril - Sahagun, MX
Corsicana, TX
Elizabethtown, KY
Kansas City, KS
Lewistown, PA
Macon, GA
Mexico City, MX
Pine Bluff, AR
Portland, OR
San Bernardino, CA
Tacoma, WA

Atchison, KS
Beckmann - San Antonio, TX
Chehalis, WA
Cleburne, TX
Dothan, AL
Finley - Kennewick, WA
Golden, CO
Hodge, LA
Kansas City, MO
Mexico City, MX
Modesto, CA
Omaha, NE
Osawatomie, KS
Philadelphia, PA
San Antonio, TX
SoSan - Von Ormy, TX
Springﬁ eld, OR
Tierra Blanca, MX
Toronto, ON, CN
Topeka, KS
Tucson, AZ
Woodland, CA

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Repair demand continues to improve; however, the current mix is largely light repair and maintenance rather
than higher margin heavy refurbishment. We anticipate an increase in demand in both refurbishment and repair
activity, as cars are removed from storage and placed in service. This increase in demand should result in more
normalized efﬁ ciencies and margins from repair and refurbishment.

Wheel volumes remain surprisingly soft given the increase in rail trafﬁ c, as wheel usage lags the recovery, just as
it lagged the recession. Given that wheel replacement is subject to regulation which requires replacement after
a certain level of wear, we believe this business will improve as rail loadings and revenue ton miles continue
to improve. We have been awarded an extension of two important wheel contracts which will protect our base
business.

Lease ﬂ eet utilization has improved sequentially on our owned ﬂ eet. As the economy improves, we have upside
in our utilization leases and intend to seek higher rates on renewals of our short term leases. We continue to grow
our managed ﬂ eet and are pleased with the addition of major new customers this year. We now, for the ﬁ rst time,
have over 225,000 railcars under management.

In 2011, lease underwriting and syndication activities will be important factors in meeting our ﬁ nancial goals.
The margins we generate from these transactions along with the rent we earn before the sale have, in the past,
been very proﬁ table, exceeding margins on a straight sale to a customer. We are extremely liquid today and these
transactions provide good temporary investments. The WL Ross leasing relationship gives us another potential
syndication outlet, beyond our traditional sources.

We are determined to build on our competitive advantages. Greenbrier has a ﬂ exible workforce that provides the
capability to adjust resources quickly across multiple disciplines. We will continue to emphasize quality products
and services, while remaining focused on enhancing operating efﬁ ciency and cost containment, with the goal of
improving gross margins and returning to meaningful sustained proﬁ tability.

I would like to close by thanking our employees and members of our Board of Directors for their invaluable
contributions through a challenging year. We are grateful to our customers, suppliers, ﬁ nanciers and shareholders
for their continued support.

Sincerely,

William A. Furman
President and Chief Executive Ofﬁ cer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
Form 10-K
¥ Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

For the fiscal year ended August 31, 2010

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

for the transition period from

Commission File No. 1-13146

THE GREENBRIER COMPANIES, INC.
(Exact name of Registrant as specified in its charter)

Oregon
(State of Incorporation)

93-0816972
(I.R.S. Employer Identification No.)

One Centerpointe Drive, Suite 200, Lake Oswego, OR 97035
(Address of principal executive offices)

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

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

(Title of Each Class)

Common Stock without par value

(Name of Each Exchange on Which Registered)

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:
None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes

No X

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 (d) of the Act. Yes

No X

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes X

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes
No

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

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

Large accelerated filer

Accelerated filer X

Non-accelerated filer

Smaller reporting company

(Do not check if a smaller reporting company)

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

No X

Aggregate market value of the Registrant’s Common Stock held by non-affiliates as of February 28, 2010 (based on the closing price of such
shares on such date) was $157,475,796.

The number of shares outstanding of the Registrant’s Common Stock on October 31, 2010 was 21,880,820, without par value.

DOCUMENTS INCORPORATED BY REFERENCE

Parts of Registrant’s Proxy Statement dated November 22, 2010 prepared in connection with the Annual Meeting of Stockholders to be held on
January 7, 2011 are incorporated by reference into Parts II and III of this Report.

The Greenbrier Companies, Inc.

Form 10-K

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

PART I

PAGE

BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1.
Item 1a. RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1b. UNRESOLVED STAFF COMMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PROPERTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 2.
LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 3.
REMOVED AND RESERVED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 4.

PART II

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER

MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES . . . . . . . . . . . . . .
SELECTED FINANCIAL DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Item 6.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK . . . . .
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA . . . . . . . . . . . . . . . . . . .
Item 8.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
Item 9.
AND FINANCIAL DISCLOSURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 9a. CONTROLS AND PROCEDURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 9b. OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

PART III

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE . . . . . . .
Item 11. EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

MANAGEMENT AND RELATED STOCKHOLDER MATTERS . . . . . . . . . . . . . . . . . .

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR

INDEPENDENCE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES . . . . . . . . . . . . . . . . . . . . . . . . .

PART IV

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES . . . . . . . . . . . . . . . . . . . . .
CERTIFICATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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11
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33

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T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

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 Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended,
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, including this filing on Form 10-K and in the Company’s President’s letter to stockholders that is
typically distributed to the stockholders in conjunction with this Form 10-K and the Company’s Proxy Statement.
These statements involve known and unknown risks, uncertainties and other important factors that may cause our
actual results, performance or achievements to be materially different from any future results, performance or
achievements expressed or implied by the forward-looking statements. These forward-looking statements rely on a
number of assumptions concerning future events and include statements relating to:
(cid:129)

availability of financing sources and borrowing base for working capital, other business development activities,
capital spending and railcar and marine warehousing activities;
ability to renew, maintain or obtain sufficient lines of credit and performance guarantees on acceptable terms;
ability to utilize beneficial tax strategies;
ability to grow our wheel services, refurbishment and parts, and lease fleet and management services businesses;
ability to obtain sales contracts which provide adequate protection against increased costs of materials and
components;
ability to obtain adequate insurance coverage at acceptable rates;
ability to obtain adequate certification and licensing of products; and
short- and long-term revenue and earnings effects of the above items.

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The following factors, among others, could cause actual results or outcomes to differ materially from the forward-
looking statements:
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fluctuations in demand for newly manufactured railcars or marine barges;
fluctuations in demand for wheel services, refurbishment and parts;
delays in receipt of orders, risks that contracts may be canceled during their term or not renewed and that
customers may not purchase the amount of products or services under the contracts as anticipated;
ability to maintain sufficient availability of credit facilities and to maintain compliance with or to obtain
appropriate amendments to covenants under various credit agreements;
domestic and global economic conditions including such matters as embargoes or quotas;

(cid:129)
(cid:129) U.S., Mexican and other global political or security conditions including such matters as terrorism, war, civil

(cid:129)

disruption and crime;
growth or reduction in the surface transportation industry;
ability to maintain good relationships with our workforce, including third party labor providers and collective
bargaining units;
steel and specialty component price fluctuations, scrap surcharges, steel scrap prices and other commodity price
fluctuations and their impact on product demand and margin;
a delay or failure of acquired businesses, start-up operations, or new products or services to compete
successfully;
changes in product mix and the mix of revenue levels among reporting segments;
labor disputes, energy shortages or operating difficulties that might disrupt 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 renew or replace expiring customer contracts on satisfactory terms;
ability to obtain and execute suitable contracts for railcars held for sale;
lower than anticipated lease renewal rates, earnings on utilization based leases or residual values for leased
equipment;
discovery of defects in railcars resulting in increased warranty costs or litigation;

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T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

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resolution or outcome of pending or future litigation and investigations;
loss of business from, or a decline in the financial condition of, any of the principal customers that represent a
significant portion of our total revenues;
competitive factors, including introduction of competitive products, new entrants into certain of our markets,
price pressures, limited customer base and competitiveness of our manufacturing facilities and products;
industry overcapacity and our manufacturing capacity utilization;
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;
ability to adjust to the cyclical nature of the industries in which we operate;
changes in interest rates and financial impacts from interest rates;
ability and cost to maintain and renew operating permits;
actions by various regulatory agencies;
changes in fuel and/or energy prices;
risks associated with our intellectual property rights or those of third parties, including infringement,
maintenance, protection, validity, enforcement and continued use of such rights;
expansion of warranty and product support terms beyond those which have traditionally prevailed in the rail
supply industry;
availability of a trained work force and availability and/or price of essential raw materials, specialties or
components, including steel castings, to permit manufacture of units on order;
failure to successfully integrate acquired businesses;
discovery of previously unknown liabilities associated with acquired businesses;
failure of or delay in implementing and using new software or other technologies;
ability to replace maturing lease and management services revenue and earnings with revenue and earnings from
new commercial transactions, including new railcar leases, additions to the lease fleet and new management
services contracts;
credit limitations upon our ability to maintain effective hedging programs; 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. Words such as “anticipates,”
“believes,” “forecast,” “potential,” “contemplates,” “expects,” “intends,” “plans,” “seeks,” “estimates,” “could,”
“would,” “will,” “may,” “can,” and similar expressions identify forward-looking statements. These forward-looking
statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual
results to differ materially from the results contemplated by the forward-looking statements. Many of the important
factors that will determine these results and values are beyond our ability to control or predict. You are cautioned not
to put undue reliance on any forward-looking statements. Except as otherwise required by law, we do not assume
any obligation to update any forward-looking statements.

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

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

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

PART I

Item 1. BUSINESS

Introduction

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

We operate an integrated business model in North America that combines wheel services, repair and refurbishment,
component parts reconditioning, freight car manufacturing, leasing and fleet management services. Our model is
designed to provide customers with a comprehensive set of freight car solutions utilizing our substantial
engineering, mechanical and technical capabilities as well as our experienced commercial personnel. This
model allows us to develop cross-selling opportunities and synergies among our various business segments and
to enhance our margins. We believe our integrated model is difficult to duplicate and provides greater value for our
customers.

We operate in three primary business segments: Manufacturing; Wheel Services, Refurbishment & Parts and
Leasing & Services. Financial information about our business segments for the years ended August 31, 2010, 2009
and 2008 is located in Note 23 Segment Information to our Consolidated Financial Statements.

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

Products and Services
Manufacturing

North American Railcar Manufacturing - We manufacture a broad array of railcar types in North America and
have demonstrated an ability to capture high market shares in many of the car types we produce. We are the leading
North American manufacturer of intermodal railcars with an average market share of approximately 60% over the
last five years. In addition to our strength in intermodal railcars, we have commanded an average market share of
approximately 60% in boxcars, 35% in flat cars and 10% in covered hoppers over the last five years and we have
recently entered the tank car market. The primary products we produce for the North American market are:

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

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

Tank Cars - We produce a line of tank car products for the North American market. We produce 30,000-gallon non-
coiled, non-insulated tank cars, which are used to transport ethanol, methanol and more than 60 other commodities.
We also produce 16,500 gallon coiled, insulated tank cars for use in caustic soda service, and 25,500 gallon and/or
23,500 gallon coiled, insulated tank cars for use to transport a variety of commodities such as vegetable oils and bio-
diesel.

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

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

Marine Vessel Fabrication - Our Portland, Oregon manufacturing facility, located on a deep-water port on the
Willamette River, includes marine vessel fabrication capabilities. The marine facilities also increase utilization of
steel plate burning and fabrication capacity providing flexibility for railcar production. We manufacture a broad
range of ocean-going barges including conventional deck barges, double-hull tank barges, railcar/deck barges,
barges for aggregates and other heavy industrial products and dump barges. Our primary focus is on the larger
ocean-going vessels although the facility has the capability to compete in other marine related products.

Wheel Services, Refurbishment & Parts

Wheel Services, Railcar Repair, Refurbishment and Component Parts Manufacturing - We believe we operate the
largest independent wheel services, repair, refurbishment and component parts networks in North America,
operating in 38 locations. Our wheel shops, operating in 12 locations, provide complete wheel services including
reconditioning of wheels, axles and roller bearings in addition to new axle machining and finishing and axle
downsizing. Our network of railcar repair and refurbishment shops, operating in 22 locations, performs heavy
railcar repair and refurbishment, as well as routine railcar maintenance. We are actively engaged in the repair and
refurbishment of railcars for third parties, as well as of our own leased and managed fleet. Our component parts
facilities, operating in 4 locations, recondition railcar cushioning units, couplers, yokes, side frames, bolsters and
various other parts. We also produce roofs, doors and associated parts for boxcars.

Leasing & Services

Leasing - Our relationships with financial
institutions, combined with our ownership of a lease fleet of
approximately 8,000 railcars, enables us to offer flexible financing programs including traditional direct
finance leases, operating leases and “by the mile” leases to our customers. As an equipment owner, we
participate principally in the operating lease segment of the market. The majority of our leases are “full
service” leases whereby we are responsible for maintenance and administration. Maintenance of the fleet is
provided, in part, through our own facilities and engineering and technical staff. Assets from our owned lease fleet
are periodically sold to take advantage of market conditions, manage risk and maintain liquidity.

Management Services - Our management services business offers a broad array of software and services that
include railcar maintenance management, railcar accounting services such as billing and revenue collection, car
hire receivable and payable administration, total fleet management including railcar tracking using proprietary
software, administration and railcar remarketing. Frequently, we originate leases of railcars with railroads or
shippers, and sell the railcars and attached leases to financial institutions and subsequently provide management
services under multi-year agreements. We currently own or provide management services for a fleet of
approximately 233,000 railcars in North America for railroads, shippers, carriers, institutional investors and
other leasing and transportation companies.

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

Fleet Profile(1)
As of August 31, 2010
Managed
Units

Total
Units

Owned
Units(2)

Customer Profile:

Class I Railroads
Leasing Companies
Non-Class I Railroads
Shipping Companies
Off-lease
En route to Customer Location

Total Units

3,053
50
1,326
3,171
458
98

8,156

100,505
97,393
17,330
9,969
—
26

103,558
97,443
18,656
13,140
458
124

225,223

233,379

(1) Each platform of a railcar is treated as a separate unit.
(2) Percent of owned units on lease is 94.4% with an average remaining lease term of 2.5 years. The average age of owned units

is 17 years.

Backlog

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

New railcar backlog units(1)
Estimated future revenue value (in millions)(2)
(1) Each platform of a railcar is treated as a separate unit.
(2) Subject to change based on finalization of product mix.

August 31,

2010

2009

2008

5,300
$ 420

13,400
$ 1,160

16,200
$ 1,440

The rail and marine industries are cyclical in nature. Customer orders may be subject to cancellations and contain terms
and conditions customary in the industry. Until recently, little variation has been experienced between the quantity
ordered and the quantity actually delivered. Economic conditions have caused some customers to seek to renegotiate,
delay or cancel orders. Our railcar and marine backlogs are not necessarily indicative of future results of operations.

Multi-year supply agreements are a part of rail industry practice. Our total manufacturing backlog of railcars as of
August 31, 2010 was approximately 5,300 units with an estimated value of $420 million, compared to 13,400 units
valued at $1.16 billion as of August 31, 2009. The August 31, 2010 backlog did not include approximately 300 units
valued at $20 million scheduled for production in 2011. These 300 units are contractually committed to third party
lessees and are expected to be placed into our lease fleet. Based on current production plans, approximately
4,100 units in the August 31, 2010 backlog are scheduled for delivery in fiscal year 2011. The balance of the
production is scheduled for delivery through fiscal year 2013. A portion of the orders included in backlog reflects an
assumed product mix. Under terms of the orders, the exact mix will be determined in the future which may impact
the dollar amount of backlog. Subsequent to year end we received new railcar orders for 3,200 units with an
aggregate value of approximately $200 million. These units are scheduled for delivery in fiscal year 2011.

Marine backlog was approximately $10 million as of August 31, 2010 with production scheduled into 2011. During
the quarter ended August 31, 2010, we removed approximately $60 million of marine vessels from backlog due to
the current likelihood that these vessels will not be produced and sold as a result of current economic conditions.
Marine backlog was approximately $126 million as of August 31, 2009.

Customers

Our railcar customers in North America include Class I railroads, regional and short-line railroads, leasing
companies, shippers, carriers and transportation companies. We have strong, long-term relationships with many of

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

our customers. We believe that our customers’ preference for high quality products, our technological leadership in
developing innovative products and competitive pricing of our railcars have helped us maintain our long-standing
relationships with our customers.

In 2010, revenue from three customers together, BNSF Railway Company (BNSF), Union Pacific Railroad (UP)
and General Electric Railcar Services Corporation (GE) accounted for approximately 42% of total revenue, 28% of
Leasing & Services revenue, 40% of Wheel Services, Refurbishment & Parts revenue and 48% of Manufacturing
revenue. No other customers accounted for more than 10% of total revenue.

Raw Materials and Components

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

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

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

Competition

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

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

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

Competition in the wheel services, refurbishment and parts business is dependent on the type of product or service
provided. There are many competitors in the railcar repair and refurbishment business and fewer competitors in the
wheel services and other parts businesses; recently there have been new entrants in this business segment. We are
one of the largest competitors in each business. We compete primarily on the basis of quality, timeliness of delivery,
customer service, single source solutions and engineering expertise.

There are at least twenty institutions that provide railcar leasing and services similar to ours. Many of them are also
customers that buy new railcars from our manufacturing facilities and used cars from our lease fleet, as well as
utilize our management services. More than half of these institutions have greater resources than we do. We
compete primarily on the basis of quality, price, delivery, reputation, service offerings and deal structuring ability.
We believe our strong servicing capability, integrated with our manufacturing, repair shops, railcar specialization
and expertise in particular lease structures provide a strong competitive position.

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

Marketing and Product Development

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

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

Through our customer relationships, insights are derived into the potential need for new products and services.
Marketing and engineering personnel collaborate to evaluate opportunities and identify and develop new products.
Research and development costs incurred for new product development during the years ended August 31, 2010,
2009 and 2008 were $2.6 million, $1.7 million and $2.9 million.

Patents and Trademarks

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

Environmental Matters

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

Environmental studies have been conducted of the Company’s owned and leased properties that indicate additional
investigation and some remediation on certain properties may be necessary. The Company’s Portland, Oregon
manufacturing facility is located adjacent to the Willamette River. The United States Environmental Protection
Agency (EPA) has classified portions of the river bed, including the portion fronting Greenbrier’s facility, as a
federal “National Priority List” or “Superfund” site due to sediment contamination (the Portland Harbor Site).
Greenbrier and more than 130 other parties have received a “General Notice” of potential liability from the EPA
relating to the Portland Harbor Site. The letter advised the Company that it may be liable for the costs of
investigation and remediation (which liability may be joint and several with other potentially responsible parties) as
well as for natural resource damages resulting from releases of hazardous substances to the site. At this time, ten
private and public entities, including the Company, have signed an Administrative Order on Consent (AOC) 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. A
draft of the RI study was submitted on October 27, 2009. The Feasibility Study is being developed and is expected to
be submitted in the third calendar quarter of 2011. Eighty-two parties have entered into a non-judicial mediation
process to try to allocate costs associated with the Portland Harbor site. Approximately 110 additional parties have
signed tolling agreements related to such allocations. On April 23, 2009, the Company and the other AOC
signatories filed suit against 69 other parties due to a possible limitations period for some such claims; Arkema Inc.
et al v. A & C Foundry Products, Inc.et al, US District Court, District of Oregon, Case #3:09-cv-453-PK. All but 12
of these parties elected to sign tolling agreements and be dismissed without prejudice, and the case has now been
stayed by the court, pending completion of the RI/FS. 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

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

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 on
the Willamette River, in Portland, Oregon, and the river’s classification as a Superfund site could result in some
limitations on future dredging and launch activities. Any of these matters could adversely affect the Company’s
business and results of operations, or the value of its Portland property.

Regulation

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

The primary regulatory and industry authorities involved in the regulation of the ocean-going barge industry are the
U.S. Coast Guard, the Maritime Administration of the U.S. Department of Transportation, and private industry
organizations such as the American Bureau of Shipping.

The regulatory environment in Europe consists of a combination of European Union (EU) regulations and country
specific regulations, including a harmonized set of Technical Standards for Interoperability of freight wagons
throughout the EU.

Employees

As of August 31, 2010, we had 4,194 full-time employees, consisting of 2,665 employees in Manufacturing, 1,358
in Wheel Services, Refurbishment & Parts and 171 employees in Leasing & Services and corporate. At the
manufacturing facility in Swidnica, Poland, 312 employees are represented by unions. At our Frontera, Mexico joint
venture manufacturing facility, 587 employees are represented by a union. At our Sahagun, Mexico facility,
206 employees are represented by a union. In addition to our own employees, 244 union employees work at our
Sahagun, Mexico railcar manufacturing facility under our services agreement with Bombardier Transportation. At
our Wheel Services, Refurbishment & Parts locations, 59 employees, in Mexico, are represented by unions. We
believe that our relations with our employees are generally good.

Additional Information

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

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

Item 1a. RISK FACTORS

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

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

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

Our future success depends in part upon the performance of the rail freight industry, which in turn depends on the
health of the economy. If railcar loadings, railcar and railcar components replacement rates or refurbishment rates or
industry demand for our railcar products remain weak or otherwise do not materialize, our financial condition and
results of operations would be adversely affected.

A prolonged decline in demand for our barge products would have an adverse effect on our financial
condition and results of operations.

The April 2010 catastrophic explosion of the Deepwater Horizon oil drilling platform and the related oil spill in the
U.S. Gulf of Mexico coupled with currently weak economic conditions may continue to have an adverse effect on
our results of operations by reducing demand for our marine barges. These could reduce our revenues and margins,
limit our ability to grow, increase pricing pressure on our products, and otherwise adversely affect our financial
results.

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

We have a high level of indebtedness, a portion of which has variable interest rates. Although we intend to refinance
our debt on or before maturity, there can be no assurance that we will be successful, or if refinanced, that it will be at
favorable rates and terms. If we are unable to successfully refinance our debt, we could have inadequate liquidity to
fund our ongoing cash needs. In addition, our high level of indebtedness and our financial covenants limit our
ability to borrow additional amounts of money for working capital, capital expenditures or other purposes. We must
dedicate a substantial portion of these funds to service debt, limiting our ability to use operating cash flow in other
areas of our business. The limitations of our financial covenants, among other things, limit our 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, joint ventures and foreign subsidiaries, and engage in
other transactions, including but not limited to loans, advances, equity investments and guarantees, enter into
mergers, consolidations or sales of substantially all of our assets, and enter into new lines of business. The high
amount of debt increases our vulnerability to general adverse economic and industry conditions and could limit our
ability to take advantage of business opportunities and to react to competitive pressures.

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

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

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

Changes in the credit markets and the financial services industry could negatively impact our business,
results of operations, financial condition or liquidity.

During 2008 and 2009, the credit markets and the financial services industry experienced a period of unprecedented
turmoil, resulting in tighter availability of credit on more restrictive terms. Such factors could have a negative
impact on our liquidity and financial condition if our ability to borrow money to finance operations, obtain credit
from trade creditors, offer leasing products to our customers or sell railcar assets to other lessors were to be
impaired. In addition, if economic conditions remain depressed it could also adversely impact our customers’ ability
to purchase or pay for products from us or our suppliers’ ability to provide us with product, either of which could
negatively impact our business and results of operations.

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

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

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

A significant portion of our business depends upon the adequate supply of steel at competitive prices and a small
number of suppliers provide a substantial amount of our requirements. The cost of steel and all other materials used
in the production of our railcars represents more than half of our direct manufacturing costs per railcar and in the
production of our marine barges represents more than 30% of our direct manufacturing costs per marine barge.

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

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

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

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

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

Our manufacturing backlog is future production for which we have written orders from our customers in various
periods, and estimated potential revenue attributable to those orders. Some of this backlog is subject to our
fulfillment of certain competitive conditions. Our reported backlog may not be converted to revenue in any
particular period and some of our contracts permit cancellations without financial penalties or with limited
compensation that would not replace lost revenue or margins. Actual revenue from such contracts may not equal our
backlog revenues, and therefore, our backlog is not necessarily indicative of the level of our future revenues.

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

We are required to perform an annual impairment review which could result in impairment write-downs to
goodwill. If the carrying value of the asset is in excess of the fair value, the carrying value will be adjusted to fair
value through an impairment charge. As of August 31, 2010, we had $137.1 million of goodwill in our Wheel
Services, Refurbishment & Parts segment. Our stock price can impact the results of the impairment review of
goodwill. Future write-downs of goodwill could affect certain of the financial covenants under our credit
agreements and could restrict our financial flexibility. In the event of goodwill impairment, we may have to
test other intangible assets for impairment.

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

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

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

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

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

Our operations outside of the United States are subject to the risks associated with cross-border business
transactions and activities. Political, legal, trade or economic changes or instability could limit or curtail our
foreign business activities and operations. Some foreign countries in which we operate have regulatory authorities
that regulate railroad safety, railcar design and railcar component part design, performance and manufacturing. If

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

we fail to obtain and maintain certifications of our railcars and railcar parts within the various foreign countries
where we operate, we may be unable to market and sell our railcars in those countries. In addition, unexpected
changes in regulatory requirements, tariffs and other trade barriers, more stringent rules relating to labor or the
environment, adverse tax consequences, currency and price exchange controls could limit operations and make the
manufacture and distribution of our products difficult. The uncertainty of the legal environment or geo-political
risks in these and other areas could limit our ability to enforce our rights effectively. Any international expansion or
acquisition that we undertake could amplify these risks related to operating outside of the United States.

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

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

Shortages of skilled labor could adversely impact our operations.

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

We depend on our senior management team and other key employees, and significant attrition within our
management team could adversely affect our business.

Our success depends in part on our ability to attract, retain and motivate senior management and other key
employees. Achieving this objective may be difficult due to many factors, including fluctuations in global economic
and industry conditions, competitors’ hiring practices, cost reduction activities, and the effectiveness of our
compensation programs. Competition for qualified personnel can be very intense. We must continue to recruit,
retain and motivate senior management and other key employees sufficient to maintain our current business and
support our future projects. Cost-cutting measures that have reduced compensation make us vulnerable to attrition
among our current senior management team and other key employees, and may make it difficult for us to hire
additional senior managers and other key employees. A loss of any such personnel, or the inability to recruit and
retain qualified personnel in the future, could have an adverse effect on our business, financial condition and results
of operations.

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

In Sahagun, Mexico, we depend on a third party to provide us with most of the labor services for our operations
under a services agreement. This agreement has a term of three years expiring on November 30, 2011, with one
three-year option to renew. All of the labor provided by the third party is subject to collective bargaining
agreements, over which we have no control. If the third party fails to provide us with the services required by
our agreement for any reason, including labor stoppages or strikes or a sale of facilities owned by the third party, our
operations could be adversely effected.

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

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

In Sahagun, Mexico, we lease our manufacturing facility from a third party. The lease agreement has a term of three
years expiring on November 30, 2011, with one three-year option to renew. We could incur substantial expense and
interruption of our manufacturing production if we were to relocate to a different location.

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

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

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

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

indicate additional
Environmental studies have been conducted on our owned and leased properties that
investigation and some remediation on certain properties may be necessary. Our 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 our Portland, Oregon facility, as
a federal “National Priority List” or “Superfund” site due to sediment contamination (the Portland Harbor Site). We
and more than 130 other parties have received a “General Notice” of potential liability from the EPA relating to the
Portland Harbor Site. The letter advised that we 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 us,
have signed an Administrative Order on Consent (AOC) 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. A draft of the RI study was submitted on October 27,
2009. The Feasibility Study is being developed and is expected to be submitted in the third calendar quarter of 2011.
Eighty-two parties have entered into a non-judicial mediation process to try to allocate costs associated with the
Portland Harbor site. Approximately 110 additional parties have signed tolling agreements related to such
allocations. On April 23, 2009, we and the other AOC signatories filed suit against 69 other parties due to a
possible limitations period for some such claims; Arkema Inc. et al v. A & C Foundry Products, Inc.et al, US District
Court, District of Oregon, Case #3:09-cv-453-PK. All but 12 of these parties elected to sign tolling agreements and
be dismissed without prejudice, and the case has now been stayed by the court, pending completion of the RI/FS. In
addition, we have entered into a Voluntary Clean-Up Agreement with the Oregon Department of Environmental
Quality in which we agreed to conduct an investigation of whether, and to what extent, past or present operations at
the Portland property may have released hazardous substances to the environment. We are also conducting
groundwater remediation relating to a historical spill on the property which antedates its ownership.

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

Because these environmental investigations are still underway, we are 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, we 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, we may be required to perform
periodic maintenance dredging in order to continue to launch vessels from our launch ways on the Willamette River,
in Portland, Oregon, and the river’s classification as a Superfund site could result in some limitations on future
dredging and launch activities. Any of these matters could adversely affect our business and results of operations, or
the value of our Portland property.

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

We continue to work on the design and implementation of ERP and related systems that support substantially all of
our operating and financial functions. We could experience problems in connection with such implementations,
including compatibility issues, training requirements, higher than expected implementation costs and other
integration challenges and delays. A significant implementation problem, if encountered, could negatively
impact our business by disrupting our operations. Additionally, a significant problem with the implementation,
integration with other systems or ongoing management of ERP and related systems could have an adverse effect on
our ability to generate and interpret accurate management and financial reports and other information on a timely
basis, which could have a material adverse effect on our financial reporting system and internal controls and
adversely affect our ability to manage our business.

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

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

We continue to introduce new railcar products and technologies and periodically accept orders prior to receipt of
railcar certification or proof of ability to manufacture a quality product that meets customer standards. We could be
unable to successfully design or manufacture these new railcar products and technologies. Our inability to develop
and manufacture such new products and technologies in a timely and profitable manner, to obtain certification, and
achieve market acceptance or the existence of quality problems in our new products could have a material adverse
effect on our revenue and results of operations and subject us to penalties, cancellation of orders and/or other
damages.

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

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

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

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

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

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

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

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

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

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

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

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

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

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

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

Our manufacturing operations are subject to extensive regulation by governmental, regulatory and industry
authorities and by federal and foreign agencies. These organizations establish rules and regulations for the

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

railcar industry, including construction specifications and standards for the design and manufacture of railcars;
mechanical, maintenance and related standards; and railroad safety. New regulatory rulings and regulations from
these entities could impact our financial results and the economic value of our assets. In addition, if we fail to
comply with the requirements and regulations of these entities, we could face sanctions and penalties that could
negatively affect our financial results.

Our product and repair service warranties could expose us to potentially significant claims.

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

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

From time to time we may take tax positions that the Internal Revenue Service may contest.

We have in the past and may in the future take tax positions that the Internal Revenue Service (IRS) may contest.
Effective with fiscal year 2011, we are required by a new IRS regulation to disclose particular tax positions, taken
after the effective date, to the IRS as part of our tax returns for that year and future years.

Item 1b. UNRESOLVED STAFF COMMENTS

None.

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

Item 2.

PROPERTIES

We operate at the following primary facilities as of October 31, 2010:

Description

Location

Status

Portland, Oregon
2 locations in Sahagun, Mexico

Frontera, Mexico
Swidnica, Poland
Portland, Oregon

Owned
Leased — 1 location
Owned — 1 location
Leased
Owned
Owned

Manufacturing Segment

Railcar manufacturing:

Marine manufacturing:

Wheel Services, Refurbishment &
Parts Segment

Railcar repair:

Wheel reconditioning:

Parts fabrication and reconditioning:

19 locations in the United States,
2 locations in Mexico and
1 location in Canada
10 locations in the United States and
2 locations in Mexico
4 locations in the United States

Leased — 10 locations
Owned — 6 locations
Customer premises — 6 locations
Leased — 7 locations
Owned — 5 locations
Leased — 2 locations
Owned — 2 locations
Leased

Administrative offices:

2 locations in the United States

Leasing & Services Segment
Corporate offices, railcar marketing
and leasing activities:

Lake Oswego, Oregon

Leased

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

Item 3.

LEGAL PROCEEDINGS

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

Greenbrier’s customer, SEB Finans AB (SEB), has 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, though SEB has
recently made additional warranty claims, including claims with respect to cars that have been repaired pursuant to
the agreement. Greenbrier is evaluating SEB’s new warranty claim. Current estimates of potential costs of such
repairs do not exceed amounts accrued.

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

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

remove all 201 freight cars from service, and a formal claim has been made against the Company. Legal, technical
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 and believes that any
ultimate liability resulting from the above litigation will not materially affect the Company’s Consolidated Financial
Statements.

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

Item 4.

REMOVED AND RESERVED

PART II

Item 5.

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

Our common stock has been traded on the New York Stock Exchange under the symbol GBX since July 14, 1994.
There were approximately 489 holders of record of common stock as of October 31, 2010. The following table
shows the reported high and low sales prices of our common stock on the New York Stock Exchange for the fiscal
periods indicated.

2010
Fourth quarter
Third quarter
Second quarter
First quarter
2009
Fourth quarter
Third quarter
Second quarter
First quarter

High

Low

$15.45
$18.00
$12.32
$14.05

$14.67
$ 9.54
$ 8.55
$22.45

$9.10
$9.23
$7.42
$8.51

$5.40
$1.86
$3.76
$4.58

Quarterly dividends were suspended as of the third quarter 2009. A quarterly dividend of $.04 per share was
declared during the second quarter of 2009. Quarterly dividends of $.08 per share were declared each quarter from
the fourth quarter of 2005 through the first quarter of 2009. There is no assurance as to the payment of future
dividends as they are dependent upon future earnings, capital requirements and our financial condition.

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

Performance Graph

The following graph demonstrates a comparison of cumulative total returns for the Company’s Common Stock, the
Dow Jones US Industrial Transportation Index and the Standard & Poor’s (S&P) 500 Index. The graph assumes an
investment of $100 on August 31, 2005 in each of the Company’s Common Stock and the stocks comprising the
indices. Each of the indices assumes that all dividends were reinvested and that the investment was maintained to
and including August 31, 2010, the end of the Company’s 2010 year.

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

$180

$160

$140

$120

$100

$80

$60

$40

$20

8/05

8/06

8/07

8/08

8/09

8/10

The Greenbrier Companies, Inc.

S&P 500

Dow Jones US Industrial Transportation

* $100 invested on 8/31/05 in stock or index, including reinvestment of dividends. Fiscal year ending August 31.

Equity Compensation Plan Information is hereby incorporated by reference to the “Equity Compensation Plan
Information” table in Registrant’s definitive Proxy Statement to be filed pursuant to Regulation 14A, which Proxy
Statement is anticipated to be filed with the Securities and Exchange Commission within 120 days after the end of
the Registrant’s year ended August 31, 2010.

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

Item 6.

SELECTED FINANCIAL DATA(1)

YEARS ENDED AUGUST 31,

(In thousands, except per share data)

2010

2009

2008

2007

2006

Statement of Operations Data
Revenue:

Manufacturing
Wheel Services, Refurbishment & Parts
Leasing & Services

Earnings (loss) from continuing operations
Earnings from discontinued operations

Net earnings (loss) attributable to Greenbrier

Basic earnings (loss) per common share attributable

to Greenbrier:
Continuing operations
Net earnings (loss)

Diluted earnings (loss) per common share

attributable to Greenbrier:
Continuing operations
Net earnings (loss)

Weighted average common shares outstanding:

Basic
Diluted

Cash dividends paid per share
Balance Sheet Data
Total assets
Revolving notes and notes payable
Total equity
Other Operating Data
New railcar units delivered
New railcar units backlog
Lease fleet:

Units managed
Units owned
Cash Flow Data
Capital expenditures:
Manufacturing
Wheel Services, Refurbishment & Parts
Leasing & Services

Proceeds from sale of equipment
Depreciation and amortization:

Manufacturing
Wheel Services, Refurbishment & Parts
Leasing & Services

$ 295,566
390,061
78,823
$ 764,450

$ 462,496
476,164
79,465
$1,018,125

$ 665,093
527,466
97,520
$1,290,079

$ 738,424
381,670
103,734
$1,223,828

$748,818
102,471
102,534
$953,823

$
$

4,277
—

$ (56,391)
—

4,277(2) $ (56,391)(2) $

17,383
—
17,383(2) $

20,007
—

$ 38,976

62(3)

20,007(2) $ 39,038

0.23
0.23

0.21
0.21

18,585
20,213
.00

$
$

(3.35)
(3.35)

16,815
16,815
.12

$
$

1.06
1.06

16,395
16,417
.32

$
$

1.25
1.25

1.24
1.24

16,056
16,094
.32

$
$

2.48
2.48

2.45
2.45

15,751
15,937
.32

$1,072,888
$ 501,330
$ 297,407

$1,048,291
$ 541,190
$ 232,450

$1,256,960
$ 580,954
$ 281,838

$1,072,749
$ 476,071
$ 263,588

$877,314
$357,040
$236,136

2,500
5,300

3,700
13,400(4)

7,300
16,200(4)

8,600
12,100(4)

11,400
14,700(4)

225,223
8,156

217,403
8,713

137,697
8,631

136,558
8,663

135,320
9,311

8,715
12,215
18,059

38,989

22,978

11,061
11,435
15,015
37,511

9,109
6,599
23,139

38,847

15,555

11,471
11,885
14,313
37,669

24,113
7,651
45,880

77,644

20,361
5,009
111,924

$ 15,121
2,906
122,542

$ 137,294

$140,569

14,598

$ 119,695

$ 28,863

11,267
10,338
13,481
35,086

10,762
9,042
13,022
32,826

$ 10,258
2,360
12,635
$ 25,253

(1) All years retrospectively adjusted for the effects of Accounting Standards Codification (ASC) 470 — 20 Debt — Debt with Conversion and

Other Options. See Note 2 in the Consolidated Financial Statements.

(2) 2010 includes income of $11.9 million net of tax for a special item related to the release of the liability associated with the 2008 de-
consolidation of our former Canadian subsidiary. 2009 includes special charges net of tax of $51.0 million in goodwill impairment. 2008
includes special charges net of tax of $2.3 million related to the closure of our Canadian subsidiary. 2007 includes special charges net of tax of
$13.7 million related to the impairment and closure of our Canadian subsidiary.

(3) Consists of a reduction in loss contingency associated with the settlement of litigation relating to the logistics business that was discontinued

in 1998.

(4) 2009, 2008, 2007 and 2006 backlog include 8,500 units, 8,500 units, 3,500 units and 7,250 units subject to fulfillment of certain competitive

and contractual conditions. 2006 through 2009 backlog all include 400 units subject to certain cancellation provisions.

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

Item 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Executive Summary

We currently operate in three primary business segments: Manufacturing; Wheel Services, 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 Wheel Services, 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 8,000 railcars and provides management services for approximately 225,000
railcars for railroads, shippers, carriers, institutional investors and other leasing and transportation companies in
North America. Management evaluates segment performance based on margins. We also produce rail castings
through an unconsolidated joint venture.

The rail and marine industries are cyclical in nature. We are starting to see signs of a recovery in the freight car
markets in which we operate. Demand for our marine barge products remains soft. Customer orders may be subject
to cancellations and contain terms and conditions customary in the industry. Until recently, little variation has been
experienced between the quantity ordered and the quantity actually delivered. Economic conditions have caused
some customers to seek to renegotiate, delay or cancel orders. Our railcar and marine backlogs are not necessarily
indicative of future results of operations.

In December 2009 we modified our long-term new railcar contract with General Electric Railcar Services
Corporation (GE). Under the terms of the modified contract, we will deliver up to 6,000 railcars with the first
3,800 tank cars and hopper cars expected to be built by July 2013. The purchase price is subject to adjustments for
changes in the material costs. The remaining 2,200 tank and hopper cars are subject to fulfillment of certain
contractual conditions by both parties in their sole discretion and would occur over the five-year period following
the completion of the 3,800 units. In addition, we have retained the right of first refusal, subject to certain
qualifications, to manufacture all new railcar builds for GE through December 2018. We have agreed to share in an
equitable manner with Greenbrier-GIMSA LLC, of which we own 50%, the benefits (net of any expenses) received
from GE as a result of the amended agreement.

Multi-year supply agreements are a part of rail industry practice. Our total manufacturing backlog of railcars as of
August 31, 2010 was approximately 5,300 units with an estimated value of $420 million compared to 13,400 units
valued at $1.16 billion as of August 31, 2009. The August 31, 2010 backlog did not include approximately 300 units
valued at $20 million scheduled for production in 2011. These 300 units are contractually committed to third party
lessees and are expected to be placed into our lease fleet. Based on current production plans, approximately
4,100 units in the August 31, 2010 backlog are scheduled for delivery in fiscal year 2011. The balance of the
production is scheduled for delivery through fiscal year 2013. The August 31, 2010 backlog does not include the
contingent production of 2,200 units for GE. A portion of the orders included in backlog reflects an assumed
product mix. Under terms of the orders, the exact mix will be determined in the future which may impact the dollar
amount of backlog. Subsequent to year end we received new railcar orders for 3,200 units with an aggregate value of
approximately $200 million. These units are scheduled for delivery in fiscal year 2011.

Marine backlog was approximately $10 million as of August 31, 2010 with production scheduled through fiscal
year 2011. During the quarter ended August 31, 2010, we removed approximately $60 million of marine vessels
from backlog, due to the current likelihood that these vessels will not be produced and sold as a result of current
economic conditions. Marine backlog was approximately $126 million as of August 31, 2009.

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. New railcar and marine backlog generally either includes fixed price contracts which
anticipate material price increases and surcharges, or contracts that contain actual or formulaic pass through of
material price increases and surcharges. 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

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

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.

In April 2010, we filed a registration statement on Form S-3 with the SEC, using a “shelf ” registration process. The
registration statement was declared effective on April 14, 2010 and pursuant to the prospectus filed as part of the
registration statement, we may sell from time to time any combination of securities in one or more offerings up to an
aggregate amount of $300.0 million. The securities described in the prospectus include common stock, preferred
stock, debt securities, guarantees, rights, and units. We may also offer common stock or preferred stock upon
conversion of debt securities, common stock upon conversion of preferred stock, or common stock, preferred stock
or debt securities upon the exercise of warrants or rights. Each time we sell securities under the “shelf,” we will
provide a prospectus supplement that will contain specific information about the terms of the securities being
offered and of the offering. Proceeds from the sale of these securities may be used for general corporate purposes
including, among other things, working capital, financings, possible acquisitions, the repayment of obligations that
have matured, and reducing or refinancing indebtedness that may be outstanding at the time of any offering.

On May 12, 2010, we issued 4,000,000 shares of our common stock under the “shelf ” registration statement at a
price of $12.50 per share, less underwriting commissions, discounts and expenses. On May 19, 2010, an additional
500,000 shares were issued under the “shelf ” registration statement pursuant to the 30-day over-allotment option
exercised by the underwriters. Management has broad discretion to allocate the net proceeds of $52.7 million from
the offering for such purposes as working capital, capital expenditures, repayment or repurchase of a portion of our
indebtedness or acquisitions of, or investment in, complementary businesses and products.

On March 13, 2008, our then subsidiary TrentonWorks Ltd. (TrentonWorks) filed for bankruptcy with the Office of
the Superintendent of Bankruptcy Canada whereby the assets of TrentonWorks were administered and liquidated by
an appointed trustee. In the fourth quarter of fiscal 2010, the bankruptcy was resolved upon liquidation of
substantially all remaining assets of TrentonWorks by the bankruptcy trustee. The resolution of the bankruptcy and
associated release of obligations resulted in the recognition of $11.9 million in income in 2010, consisting of the
reversal of the $15.3 million liability, net of a $3.4 million other comprehensive loss. This income was recorded in
Special items on the Consolidated Statement of Operations.

In April 2010, WLR — Greenbrier Rail Inc. (WLR-GBX) was formed and acquired a lease fleet of nearly 4,000
railcars valued at approximately $230.0 million. WLR-GBX is wholly owned by affiliates of WL Ross & Co., LLC.
We paid a $6.1 million contract placement fee to WLR-GBX for the right to perform certain management and
advisory services and in exchange will receive management and other fee income and incentive compensation tied
to the performance of WLR-GBX. The contract placement fee is accounted for under the equity method and is
recorded in Intangibles and other assets on the Consolidated Balance Sheet.

A $3.2 million gain on extinguishment of debt was recorded on the early retirement of $32.3 million of convertible
senior notes in fiscal 2010. This gain was partially offset by $0.5 million for the proportionate write-off of
associated loan fees.

We delivered 500 railcar units during fiscal year 2009 for which we have an obligation to guarantee the purchaser
minimum earnings. The obligation expires December 31, 2011. The maximum potential obligation totals
$13.1 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. As a result of re-
marketing the railcars, we recorded revenue of $2.8 million for the year ended August 31, 2010. Upon delivery of
the railcar units, the entire purchase price was recorded as revenue and paid in full. The minimum earnings due to
the purchaser are considered a reduction of revenue and were recorded as deferred revenue. As of August 31, 2010,
$9.1 million of the potential obligation remained in deferred revenue.

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

Results of Operations

Overview

Total revenue was $0.8 billion, $1.0 billion and $1.3 billion for the years ended August 31, 2010, 2009 and 2008. Net
earnings attributable to Greenbrier for the year ended August 31, 2010 were $4.3 million or $0.21 per diluted
common share which included income of $11.9 million in special items net of tax or $0.59 per diluted common
share. Net loss attributable to Greenbrier for the year ended August 31, 2009 was $56.4 million or $3.35 per diluted
common share which included $51.0 million of special charges net of tax or $3.03 per diluted common share. Net
earnings attributable to Greenbrier for the year ended August 31, 2008 were $17.4 million or $1.06 per diluted
common share which included $2.3 million of special charges net of tax or $.14 per diluted common share.

Manufacturing Segment

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

Manufacturing revenue was $295.6 million, $462.5 million and $665.1 million for the years ended August 31, 2010,
2009 and 2008. Railcar deliveries, which are the primary source of manufacturing revenue, were approximately
2,500 units in 2010 compared to 3,700 units in 2009 and 7,300 units in 2008. Manufacturing revenue decreased
$166.9 million, or 36.1%, from 2009 to 2010 primarily due to a decline in marine barge production, lower railcar
deliveries and a change in railcar product mix with lower per unit sales prices. 2009 revenue was reduced by an
$11.6 million obligation of guaranteed minimum earnings under a certain contract. Manufacturing revenue
decreased $202.6 million, or 30.0%, from 2008 to 2009 primarily due to lower railcar deliveries and the
$11.6 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 and higher marine revenues.

Manufacturing margin as a percentage of revenue was 9.2% in 2010 compared to 0.8% in 2009. The increase was
primarily the result of a more favorable product mix and improved production efficiencies at our Mexican joint
venture. The current year was positively impacted by the re-marketing of railcars that were subject to guaranteed
minimum earnings under a certain contract in the prior year. Manufacturing margin as a percentage of revenue was
0.8% in 2009 compared to 1.7% in 2008. The decrease was primarily the result of the $11.6 million obligation of
guaranteed minimum earnings under a certain contract, higher material costs and scrap surcharge expense,
severance expense of $2.4 million and less absorption of overhead due to lower production levels and plant
utilization. These were partially offset by improved marine margins as a result of labor efficiencies and a continuous
run of similar barge types.

Wheel Services, Refurbishment & Parts Segment

Wheel Services, Refurbishment & Parts revenue was $390.1 million, $476.2 million and $527.5 million for the
years ended August 31, 2010, 2009 and 2008. The $86.1 million decrease in revenue from 2009 to 2010 was
primarily due to lower sales volumes of wheels and reduced volumes of railcar repair and refurbishment work. This
was offset slightly by improvement in the price for scrap metal. The $51.3 million decrease in revenue from 2008 to
2009 was primarily due to lower wheel and parts volumes, reduced volumes of railcar repair and refurbishment
work, a sharp decrease in scrap metal pricing and lower wheelset pricing.

Wheel Services, Refurbishment & Parts margin as a percentage of revenue was 11.7% for both 2010 and 2009, and
19.2% for 2008. The decrease in fiscal 2009 margins was primarily due to lower net scrap pricing and less favorable
mix of repair and refurbishment work.

Leasing & Services Segment

Leasing & Services revenue was $78.8 million, $79.5 million and $97.5 million for the years ended August 31,
2010, 2009 and 2008. The $0.7 million decrease in revenue from 2009 to 2010 was primarily the result of lower rent
generated from the lease fleet principally offset by higher gains on sale of assets from the lease fleet. The
$18.0 million decrease in revenue from 2008 to 2009 was primarily the result of a $6.8 million decrease in gains on

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

disposition of assets from the lease fleet, lower lease fleet utilization, downward pressures on lease renewal rates,
lower earnings on certain car hire utilization leases and lower maintenance revenues.

During 2010, we realized $6.5 million in gains on sale for the disposition of leased equipment compared to
$1.2 million in 2009 and $8.0 million in 2008. Assets from our lease fleet are periodically sold in the normal course
of business in order to take advantage of market conditions, manage risk and maintain liquidity.

Leasing & Services margin as a percentage of revenue was 47.5% in 2010 compared to 42.2% in 2009 and 51.0% in
2008. The increase in 2010 was primarily the result of increased gains on sale of assets from the lease fleet which
has no associated cost of revenue. The decrease from 2008 to 2009 was primarily the result of decreases in gains on
disposition of assets from the 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 percentage of owned units on lease as of August 31, 2010 was 94.4% compared to 88.3% at August 31, 2009.

Other costs

Selling and administrative expense was $69.9 million, $65.7 million and $85.1 million for the years ended
August 31, 2010, 2009 and 2008. The $4.2 million increase from 2009 to 2010 is primarily due to higher
depreciation expense associated with our on-going ERP improvement projects, higher consulting and travel
expenses and increased costs at our Mexican joint venture due to higher activity levels. These were partially offset
by lower employee costs. The $19.4 million decrease from 2008 to 2009 is primarily due to lower employee related
costs, including cost reduction efforts and reversal of $2.3 million of certain accruals. The decrease was partially
offset by severance costs of $1.3 million related to reductions in work force.

Interest and foreign exchange expense was $43.1 million and $45.9 million for the years ended August 31, 2010 and
2009.

(In thousands)
Interest and foreign exchange:
Interest and other expense
Accretion of term loan debt discount
Accretion of convertible debt discount
Gain on debt extinguishment
Write-off of fees and debt discount on debt prepayment
Foreign exchange loss

Years Ended August 31,

2010

2009

Increase
(Decrease)

$36,214
4,377
3,771
(3,218)
1,148
842

$43,134

$35,669
1,117
3,831
–
1,300
3,995

$45,912

545
3,260
(60)
(3,218)
(152)
(3,153)

$(2,778)

The increase in term loan debt discount accretion, associated with the term loan issued in June 2009, was due to a
full year of accretion in 2010 compared to only a partial year in 2009.

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

Interest and foreign exchange expense was $45.9 million and $44.3 million for the years ended August 31, 2009 and
2008.

(In thousands)
Interest and foreign exchange:
Interest and other expense
Accretion of term loan debt discount
Accretion of convertible debt discount
Write-off of fees and debt discount on debt prepayment
Foreign exchange loss

Years Ended August 31,

2009

2008

Increase
(Decrease)

$35,669
1,117
3,831
1,300
3,995

$45,912

$38,612
–
3,550
–
2,158

$44,320

$(2,943)
1,117
281
1,300
1,837

$ 1,592

Interest and other expense decreased primarily due to favorable interest rates on our variable rate debt and lower
debt levels. The debt discount accretion expense was $1.1 million associated with the term loan issued in June 2009.

In April 2007, the Company’s board of directors approved the permanent closure of the Company’s then Canadian
railcar manufacturing subsidiary, TrentonWorks. As a result of the facility closure decision charges of $2.3 million
were recorded as special items during 2008. In March 2008, TrentonWorks filed for bankruptcy. In the fourth
quarter of 2010, the bankruptcy was resolved upon liquidation of substantially all remaining assets. The resolution
of the bankruptcy resulted in income of $11.9 million which was recorded in Special items.

Charges of $55.7 million were recorded to Special items in May 2009 associated with the impairment of goodwill.
These charges consist of $1.3 million related to the Manufacturing segment, $3.1 million related to the Leasing &
Services segment and $51.3 million related to the Wheel Services, Refurbishment & Parts segment.

Income Tax

In 2010 we recorded a tax benefit of $1.0 million on $9.0 million of earnings for the year. The current year included
income of $11.9 million from a Special item associated with the resolution of the bankruptcy of our then Canadian
railcar manufacturing subsidiary, TrentonWorks which was not taxable. In addition, an income tax liability was not
recorded on the noncontrolling interest earnings of $4.1 million from a consolidated subsidiary that is a flow
through entity for tax purposes. Earnings from flow through entities are only taxed at the owner’s level. Excluding
these items the effective tax rate would have been 13.8%. Our effective tax rate was 22.8% and 56.3% for the years
ended August 31, 2009 and 2008. In 2009 a goodwill impairment charge for which a tax benefit was recorded at 8%,
as a portion of the impairment charge was not deductible for tax purposes. In addition, 2009 included a reversal of
$1.4 million of liabilities for uncertain tax positions for which we are no longer subject to examination by the tax
authorities, a tax benefit of $2.5 million related to the deemed liquidation of our German operation for U.S. tax
purposes and a tax benefit of $4.3 million related to the reversal of a deferred tax liability associated with a foreign
subsidiary. Excluding these items the effective tax rate would have been 21.5%. Tax expense for 2008 included a
$3.9 million charge associated with deferred tax assets and operating losses without tax benefit incurred by our then
Canadian subsidiary during its closure process. 2008 also included a $1.3 million increase in valuation allowances
related to net operating losses generated in Poland and Mexico. In addition, a $1.9 million tax benefit resulted from
reversing income tax reserves associated with certain tax positions taken in prior years. Excluding these items the
effective tax rate would have been 54.3%.

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

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

Earnings (Loss) from Unconsolidated Affiliates

Earnings (loss) from unconsolidated affiliates were a loss of $1.6 million in 2010, a loss of $0.6 million in 2009 and
earnings of $0.9 million in 2008. 2010 includes losses from our castings joint venture and from WLR-GBX. The
WLR-GBX loss was primarily the result of a mark to market on an interest rate swap, which should no longer have a
significant impact on future results. 2009 and 2008 consist entirely of results from our castings joint venture.

Noncontrolling Interest

Noncontrolling interest includes earnings of $4.1 million, loss of $1.5 million and loss of $3.2 million for the years
ended August 31, 2010, 2009 and 2008 and primarily represents our joint venture partner’s share in the earnings
(losses) of our Mexican railcar manufacturing joint venture that began production in 2007.

Liquidity and Capital Resources

We have been financed through cash generated from operations, borrowings and stock issuance. At August 31, 2010
cash and cash equivalents was $98.9 million, an increase of $22.7 million from $76.2 million at the prior year end.

Cash provided by operating activities for the years ended August 31, 2010, 2009 and 2008 was $42.6 million,
$120.5 million and $32.1 million. The decrease in 2010 was primarily due to change in working capital needs based
on current activity levels. The change from 2008 to 2009 was primarily due to lower working capital needs as a
result of decreased levels of operation.

Cash used in investing activities for the year ended August 31, 2010 was $24.2 million compared to $23.0 million in
2009 and $152.2 million in 2008. 2010 and 2009 cash utilization was primarily due to capital expenditures during
the year. Cash utilization in 2008 was primarily due to acquisitions in the Wheel Services, Refurbishment & Parts
segment and capital expenditures for the year.

Capital expenditures totaled $39.0 million, $38.8 million and $77.6 million for the years ended August 31, 2010,
2009 and 2008. Of these capital expenditures, approximately $18.1 million, $23.1 million and $45.9 million for the
years ended August 31, 2010, 2009 and 2008 were attributable to Leasing & Services operations. Leasing &
Services capital expenditures for 2011, net of proceeds from sales of equipment, are expected to be approximately
$40.0 million. We regularly sell assets from our lease fleet, some of which may have been purchased within the
current year and included in capital expenditures. Proceeds from the sale of equipment were approximately
$23.0 million, $15.6 million and $14.6 million for the years ended August 31, 2010, 2009 and 2008.

Approximately $8.7 million, $9.1 million and $24.1 million of capital expenditures for the years ended August 31,
2010, 2009 and 2008 were attributable to Manufacturing operations. Capital expenditures for Manufacturing are
expected to be approximately $16.0 million in 2011 and primarily relate to enhancements to existing manufacturing
facilities and ERP implementation.

Wheel Services, Refurbishment & Parts capital expenditures for the years ended August 31, 2010, 2009 and 2008
were $12.2 million, $6.6 million and $7.6 million and are expected to be approximately $28.0 million in 2011 for the
opening of a new wheel services facility to replace one previously destroyed by fire, maintenance and improvement
of existing facilities and ERP implementation.

Cash provided by financing activities was $4.6 million for the year ended August 31, 2010 compared to cash used in
financing activities of $24.5 million for the year ended August 31 2009 and cash provided by financing activities of
$103.5 million in 2008. During 2010, we received $52.7 million in net proceeds from an equity offering and
$2.0 million in net proceeds from term loan borrowings. We repaid $11.9 million in net revolving credit lines and
$38.3 million in term loans and convertible notes. During 2009, we repaid $81.3 million in net revolving credit lines
and $16.4 million in term debt and paid dividends of $2.0 million. We received $69.8 million in net proceeds from
term loan borrowings. During 2008, we received $49.6 million in net proceeds from term loan borrowings and
$55.5 million in net proceeds under revolving credit lines. In 2008, we repaid $6.9 million in term debt and paid
dividends of $5.3 million.

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

All amounts originating in foreign currency have been translated at the August 31, 2010 exchange rate for the
following discussion. As of August 31, 2010 senior secured credit facilities, consisting of two components,
aggregated $111.1 million. A $100.0 million revolving line of credit, maturing November 2011, is secured by
substantially all of our assets in the United States not otherwise pledged as security for term loans. The facility is
available to provide working capital and interim financing of equipment, principally for the United States and
Mexican operations. Advances under this revolving credit 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
$11.1 million secured by substantially all of our European assets, with various variable rates, are available for
working capital needs of the European manufacturing operation. European credit facilities are continually being
renewed. Currently these European credit facilities have maturities that range from April 2011 through June 2011.
In September 2010, our Mexican joint venture renewed its line of credit for up to $10.0 million secured by certain of
the joint venture’s accounts receivable and inventory. Advances under this facility bear interest at LIBOR plus 2.5%
and are due 180 days after the date of borrowing. Currently the Mexican joint venture can borrow on this facility
through August 2011. As of August 31, 2010 outstanding borrowings under our facilities consists of $3.6 million in
letters of credit outstanding under the North American credit facility and $2.6 million in revolving notes
outstanding under the European credit facilities.

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 maximum ratios of debt to total capitalization and minimum levels of fixed charges (interest plus rent)
coverage.

Available borrowings under our 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 August 31, 2010 would allow for maximum additional borrowing of $106.2 million.
The Company has an aggregate of $104.9 million available to draw down under the committed credit facilities as of
August 31, 2010. This amount consists of $96.4 million available on the North American credit facility and
$8.5 million on the European credit facilities.

We may from time to time seek to repurchase or otherwise retire or exchange securities, including outstanding
borrowings and equity securities, and take other steps to reduce our debt or otherwise improve our balance sheet.
These actions may include open market repurchases, unsolicited or solicited privately negotiated transactions or
other retirements, repurchases or exchanges. Such repurchases or exchanges, if any, will depend on a number of
factors, including, but not limited to, prevailing market conditions, trading levels of our debt, our liquidity
requirements and contractual restrictions, if applicable.

We have operations in Mexico 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.

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

In addition to the third party financing, Greenbrier has provided financing for a portion of the working capital needs
of our Mexican joint venture through a secured, interest bearing loan. The balance of the loan was $19.0 million as
of August 31, 2010.

In accordance with customary business practices in Europe, we have $9.1 million in bank and third party
performance and warranty guarantee facilities, all of which have been utilized as of August 31, 2010. To date
no amounts have been drawn under these performance and warranty guarantees.

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

We have $0.5 million in long-term advances to an unconsolidated affiliate which are secured by accounts receivable
and inventory. As of August 31, 2010, this same unconsolidated affiliate had $0.7 million in third party debt for
which we have guaranteed 33% or approximately $0.2 million. The facility has been idled and expects to restart
production when demand returns. We, along with our partners, have made additional equity investments during
fiscal year 2010, our share of which was $0.9 million. We made an additional investment of $0.2 million during the
first quarter of 2011. Additional investments may be required.

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

The following table shows our estimated future contractual cash obligations as of August 31, 2010:

(In thousands)
Notes payable
Interest
Revolving notes
Purchase commitments
Operating leases
Railcar leases
Other

Total
$514,919
122,017
2,630
106,030
17,062
10,419
1,402

2015

2012

2011

Years Ending August 31,
2013
2014
$ 4,565 $ 76,320 $ 72,219 $ 84,710 $276,933
20,004
24,732
27,840
–
–
2,630
16,135
16,135
20,745
1,318
2,205
6,781
–
–
6,711
2
343
574

21,835
–
16,135
1,488
–
203

27,606
–
20,745
3,679
3,708
276

Thereafter
172
$
–
–
16,135
1,591
–
4

$774,479

$69,846 $132,334

$115,634

$124,371

$314,392

$17,902

Due to uncertainty with respect to the timing of future cash flows associated with our unrecognized tax benefits at
August 31, 2010, we are unable to estimate the period of cash settlement with the respective taxing authority.
Therefore, approximately $3.5 million in uncertain tax positions have been excluded from the contractual table
above. See Note 22 to the Consolidated Financial Statements for a discussion on income taxes.

Off Balance Sheet Arrangements

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

Critical Accounting Policies and Estimates

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

Income taxes - For financial reporting purposes, income tax expense is estimated based on planned tax return
filings. The amounts anticipated to be reported in those filings may change between the time the financial
statements are prepared and the time the tax returns are filed. Further, because tax filings are subject to review by
taxing authorities, there is also the risk that a position taken in preparation of a tax return may be challenged by a
taxing authority. If the taxing authority is successful in asserting a position different than that taken by us,
differences in tax expense or between current and deferred tax items may arise in future periods. Such differences,
which could have a material impact on our financial statements, would be reflected in the financial statements when

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

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.
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. Certain long lived assets were
tested for impairment during the quarter ended May 31, 2010. Forecasted undiscounted future cash flows exceeded
the carrying amount of the assets indicating that the assets were not impaired.

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.

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

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
ASC 350, Intangibles — Goodwill and Other, 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.

New Accounting Pronouncements

See Note 2 of Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on
Form 10-K.

Item 7a.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK

Foreign Currency Exchange Risk

We have operations in Mexico, Germany and Poland that conduct business in their local currencies as well as other
regional currencies. To mitigate the exposure to transactions denominated in currencies other than the functional
currency of each entity, we enter into foreign currency forward exchange contracts to protect the margin on a portion
of forecast foreign currency sales. At August 31, 2010, $37.8 million of forecast sales in Europe were hedged by
foreign exchange contracts. Because of the variety of currencies in which purchases and sales are transacted and the
interaction between currency rates, it is not possible to predict the impact a movement in a single foreign currency
exchange rate would have on future operating results. We believe the exposure to foreign exchange risk is not
material.

In addition to exposure to transaction gains or losses, we are also exposed to foreign currency exchange risk related
to the net asset position of our foreign subsidiaries. At August 31, 2010, net assets of foreign subsidiaries aggregated
$25.1 million and a 10% strengthening of the United States dollar relative to the foreign currencies would result in a
decrease in equity of $2.5 million, 0.9% of total equity Greenbrier. This calculation assumes that each exchange rate
would change in the same direction relative to the United States dollar.

Interest Rate Risk

We have managed a portion of our variable rate debt with interest rate swap agreements, effectively converting
$45.6 million of variable rate debt to fixed rate debt. As a result, we are exposed to interest rate risk relating to our
revolving debt and a portion of term debt, which are at variable rates. At August 31, 2010, 66% of our outstanding
debt has fixed rates and 34% has variable rates. At August 31, 2010, a uniform 10% increase in interest rates would
result in approximately $0.5 million of additional annual interest expense.

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

Item 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Consolidated Balance Sheets

YEARS ENDED AUGUST 31,

(In thousands)

Assets

Cash and cash equivalents
Restricted cash
Accounts receivable
Inventories
Assets held for sale
Equipment on operating leases, net
Investment in direct finance leases
Property, plant and equipment, net
Goodwill
Intangibles and other assets

Liabilities and Equity
Revolving notes
Accounts payable and accrued liabilities
Losses in excess of investment in de-consolidated subsidiary
Deferred income taxes
Deferred revenue
Notes payable

Commitments and contingencies (Notes 25 & 26)

Equity:
Greenbrier

Preferred stock - without par value; 25,000 shares authorized;
none outstanding
Common stock - without par value; 50,000 shares authorized;
21,875 and 17,094 outstanding at August 31, 2010 and 2009
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss

Total equity Greenbrier
Noncontrolling interest
Total equity

2010

2009(1)

98,864
2,525
89,252
185,604
31,826
302,663
1,795
132,614
137,066
90,679
$ 1,072,888

2,630
181,638
–
81,136
11,377
498,700

76,187
1,083
113,371
142,824
31,711
313,183
7,990
127,974
137,066
96,902
$ 1,048,291

16,041
170,889
15,313
69,199
19,250
525,149

–

22
172,404
120,716
(7,204)
285,938
11,469
297,407
$ 1,072,888

17
117,060
116,439
(9,790)
223,726
8,724
232,450
$ 1,048,291

(1) 2009 was adjusted for the effects of Accounting Standards Codification (ASC) 470 — 20 Debt — Debt with Conversion and Other Options.
See Note 2 to the Consolidated Financial Statements. An adjustment to the presentation was also made to conform to the adoption of
ASC 810-10-65 Consolidation — Transition related to SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements — an
amendment of ARB No. 51.

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

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

Consolidated Statements of Operations

YEARS ENDED AUGUST 31,

(In thousands, except per share amounts)

2010

2009(1)

2008(1)

Revenue

Manufacturing
Wheel Services, Refurbishment & Parts
Leasing & Services

Cost of revenue

Manufacturing
Wheel Services, Refurbishment & Parts
Leasing & Services

Margin
Other costs

Selling and administrative
Interest and foreign exchange
Special items

Earnings (loss) before income tax and earnings (loss) from

unconsolidated affiliates
Income tax benefit (expense)
Earnings (loss) before earnings (loss) from unconsolidated

affiliates

Earnings (loss) from unconsolidated affiliates
Net earnings (loss)
Net (earnings) loss attributable to noncontrolling interest
Net earnings (loss) attributable to Greenbrier

Basic earnings (loss) per common share:
Diluted earnings (loss) per common share:

Weighted average common shares:
Basic
Diluted

$ 295,566
390,061
78,823
764,450

462,496
476,164
79,465
1,018,125

665,093
527,466
97,520
1,290,079

268,395
344,522
41,365
654,282
110,168

69,931
43,134
(11,870)
101,195

8,973
959

9,932
(1,601)
8,331
(4,054)
4,277

0.23
0.21

18,585
20,213

$
$

458,733
420,294
45,991
925,018
93,107

65,743
45,912
55,667
167,322

(74,215)
16,917

(57,298)
(565)
(57,863)
1,472
(56,391)

(3.35)
(3.35)

16,815
16,815

653,879
426,183
47,774
1,127,836
162,243

85,133
44,320
2,302
131,755

30,488
(17,159)

13,329
872
14,201
3,182
17,383

1.06
1.06

16,395
16,417

$
$

(1) 2009 and 2008 were adjusted for the effects of Accounting Standards Codification (ASC) 470 — 20 Debt — Debt with Conversion and Other
Options. See Note 2 to the Consolidated Financial Statements. An adjustment to the presentation was also made to conform to the adoption of
ASC 810-10-65 Consolidation — Transition related to SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements — an
amendment of ARB No. 51.

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

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

Consolidated Statements of Equity
and Comprehensive Income (Loss)

(In thousands, except for per share
amounts)

Balance September 1, 2007(1)
Net earnings (loss)
Translation adjustment (net of tax effect)
Pension plan adjustment
Reclassification of derivative financial instruments recognized

in net earnings (net of tax effect)

Unrealized gain on derivative financial instruments (net of tax

effect)

Comprehensive income
Investment by joint venture partner
Noncontrolling interest adjustments
Pension adjustment (net of tax effect)
Cash dividends ($0.32 per share)
Uncertain tax position adjustment
Restricted stock awards (net of cancellations)
Unamortized restricted stock
Restricted stock amortization
Stock options exercised
Excess tax expense of stock options exercised
Balance August 31, 2008(1)
Net loss
Translation adjustment (net of tax effect)
Reclassification of derivative financial instruments recognized

in net loss (net of tax effect)

Unrealized loss on derivative financial instruments (net of tax

effect)

Comprehensive loss
Investment by joint venture partner
Noncontrolling interest adjustments
Pension adjustment (net of tax effect)
Cash dividends ($0.12 per share)
Warrants
Restricted stock awards (net of cancellations)
Unamortized restricted stock
Restricted stock amortization
Stock options exercised
Excess tax expense of stock options exercised
Balance August 31, 2009(1)
Net earnings
Translation adjustment (net of tax effect)
Pension adjustment (net of tax effect)
Reclassification of derivative financial instruments recognized

in net earnings (net of tax effect)

Unrealized gain on derivative financial instruments (net of tax

effect)

Comprehensive income
Noncontrolling interest adjustments
ASC 470-20 adjustment for partial convertible note retirement

(net of tax)

Net proceeds from equity offering
Restricted stock awards (net of cancellations)
Unamortized restricted stock
Restricted stock amortization
Stock options exercised
Excess tax expense of stock options exercised
Balance August 31, 2010

Attributable to Greenbrier

Common Stock
Shares Amount

16,169
–
–
–

$16
–
–
–

Additional
Paid-in
Capital

$ 95,747
–
–
–

Retained
Earnings

$162,845
17,383
–
–

–

–
–
–
–
–
432
–
–
5
–
16,606
–
–

–

–
–
–
–
–
485
–
–
3
–
17,094
–
–
–

–

–
4,500
274
–
–
7
–
21,875

–

–
–
–
–
–
1
–
–
–
–
17
–
–

–

–
–
–
–
–
–
–
–
–
–
17
–
–
–

–

–
–
–
–
–
9,473
(9,442)
3,932
43
(76)
99,677
–
–

–

–
–

–
13,410
1,252
(1,252)
5,062
23
(1,112)
117,060
–
–

–

–
–
–
(5,261)
(136)
–
–
–
–
–
174,831
(56,391)
–

–

–
–

(2,001)
–
–
–
–
–
–
116,439
4,277
–

–

–
5
–
–
–
–
–
$22

(2,535)
52,703
3,210
(3,210)
5,825
29
(678)
$172,404

–
–
–
–
–
–
–
$120,716

Accumulated
Other
Comprehensive
Income (Loss)

Attributable to
Noncontrolling
Interest

$ (166)
–
4,852
(6,873)

(94)

905

–
–
71
–
–
–
–
–
–
–
(1,305)
–
(5,527)

(612)

(2,465)

–
–
119
–
–
–
–
–
–
–
(9,790)
–
(3,831)
6,810

(878)

485

–

–
–
–
–
–
–
–
$(7,204)

$ 5,146
(3,182)
–
–

–

6,600
54
–
–
–
–
–
–
–
–
8,618
(1,472)
–

–

1,400
178
–
–
–
–
–
–
–
–
8,724
4,054
–
–

–

(1,309)

–
–
–
–
–
–
–
$11,469

Total
Equity

263,588
14,201
4,852
(6,873)

(94)

905
12,991
6,600
54
71
(5,261)
(136)
9,474
(9,442)
3,932
43
(76)
281,838
(57,863)
(5,527)

(612)

(2,465)
(66,467)
1,400
178
119
(2,001)
13,410
1,252
(1,252)
5,062
23
(1,112)
232,450
8,331
(3,831)
6,810

(878)

485
10,917
(1,309)

(2,535)
52,708
3,210
(3,210)
5,825
29
(678)
$297,407

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

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

Consolidated Statements of Cash Flows
YEARS ENDED AUGUST 31,

(In thousands)

Cash flows from operating activities:

Net earnings (loss)
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:

Deferred income taxes
Depreciation and amortization
Gain on sales of equipment
Special items
Accretion of debt discount
Gain on extinguishment of debt
Other
Decrease (increase) in assets excluding acquisitions:

Accounts receivable
Inventories
Assets held for sale
Other

Increase (decrease) in liabilities excluding acquisitions:

Accounts payable and accrued liabilities
Deferred revenue

Net cash provided by operating activities

Cash flows from investing activities:

Principal payments received under direct finance leases
Proceeds from sales of equipment
Investment in and advances (to) from unconsolidated affiliates
Contract placement fee
Acquisitions, net of cash acquired
De-consolidation of subsidiary
Decrease (increase) in restricted cash
Capital expenditures
Other
Net cash used in investing activities

Cash flows from financing activities:

Net changes in revolving notes with maturities of 90 days or less
Proceeds from revolving notes with maturities longer than 90 days
Repayments of revolving notes with maturities longer than 90 days
Net proceeds from issuance of notes payable
Repayments of notes payable
Net proceeds from equity offering
Investment by joint venture partner
Dividends paid
Other
Net cash provided by (used in) financing activities
Effect of exchange rate changes

Increase (decrease) in cash and cash equivalents
Cash and cash equivalents
Beginning of period
End of period
Cash paid during the period for:

Interest
Income taxes paid (refunded)
Non-cash activity

Transfer of assets held for sale to equipment on operating leases
Transfer of other assets to property, plant and equipment
Adjustment to tax reserve
Warrant valuation

Supplemental disclosure of non-cash activity:

Assumption of acquisition capital lease obligation
Seller receivable netted against acquisition note
De-consolidation of subsidiary (see note 4)
Supplemental disclosure of subsidiary acquired

Assets acquired
Liabilities assumed
Acquisitions, net of cash acquired

2010

2009(1)

2008(1)

$ 8,331

$ (57,863)

$ 14,201

15,052
37,511
(6,543)
(11,870)
8,581
(3,218)
4,237

22,430
(44,276)
(177)
7,171

12,777
(7,445)
42,561

390
22,978
(927)
(6,050)
–
–
(1,442)
(38,989)
(130)
(24,170)

(11,934)
5,698
(5,698)
2,040
(38,267)
52,708
–
–
29
4,576
(290)
22,677

(13,299)
37,669
(1,167)
55,667
4,948
–
3,583

58,521
98,751
21,841
1,157

(86,514)
(2,829)
120,465

429
15,555
–
–
–
–
(109)
(38,847)
–
(22,972)

(81,251)
–
–
69,768
(16,436)
–
1,400
(2,001)
3,973
(24,547)
(2,716)
70,230

11,528
35,086
(8,010)
2,302
3,550
–
390

(7,621)
(29,692)
(10,621)
(2,700)

21,801
1,904
32,118

375
14,598
858
–
(91,166)
(1,217)
2,046
(77,644)
–
(152,150)

55,514
–
–
49,613
(6,919)
–
6,600
(5,261)
3,931
103,478
1,703
(14,851)

76,187
$ 98,864

5,957
$ 76,187

20,808
5,957

$ 29,409
$(14,953)

$ 31,967
592
$

$ 35,274
4,246
$

–
708
–
–

–
–
–

4,830
–
7,415
13,410

–
–
–

6,441
–
–
–

498
503
15,313

$ (96,782)
5,616
$ (91,166)

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

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

Notes to Consolidated Financial Statements

Note 1 - Nature of Operations

The Greenbrier Companies, Inc. and its subsidiaries (Greenbrier or the Company) currently operate in three primary
business segments: Manufacturing, Wheel Services, Refurbishment & Parts and Leasing & Services. The three
business segments are operationally integrated. With operations in the United States, Mexico and Poland, the
Manufacturing segment produces double-stack intermodal railcars, conventional railcars, tank cars and marine
vessels. The Wheel Services, Refurbishment & Parts segment performs railcar repair, refurbishment and
maintenance activities in the United States and Mexico as well as wheel and axle servicing and production of
a variety of parts for the railroad industry. The Leasing & Services segment owns approximately 8,000 railcars and
provides management services for approximately 225,000 railcars for railroads, shippers, carriers, institutional
investors and other leasing and transportation companies in North America. Greenbrier also produces railcar
castings through an unconsolidated joint venture.

Note 2 - Summary of Significant Accounting Policies

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

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

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

Cash and cash equivalents - Cash is temporarily invested primarily in money market funds. All highly-liquid
investments with a maturity of three months or less at the date of acquisition are considered cash equivalents.

Restricted cash - Restricted cash is a pass through account for activity related to car hire auditing and processing for
certain third party customers.

Accounts receivable - Accounts receivable are stated net of allowance for doubtful accounts of $3.9 million and
$5.6 million as of August 31, 2010 and 2009.

(In thousands)

Allowance for doubtful accounts
Balance at beginning of period
Additions, net of reversals
Usage
Currency translation effect

Balance at end of period

Years Ended August 31,
2009

2008

2010

$ 5,612
(385)
(991)
(305)

$ 5,557
641
(560)
(26)

$ 3,916
3,184
(1,598)
55

$ 3,931

$ 5,612

$ 5,557

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

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

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

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

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

Buildings and improvements
Machinery and equipment
Other

Depreciable Life

10-25 years
3-15 years
3-7 years

Goodwill - Goodwill is recorded when the purchase price of an acquisition exceeds the fair market value of the net
assets acquired. Goodwill is not amortized and is tested for impairment at least annually and more frequently if
material changes in events or circumstances arise. This testing compares carrying values to fair values and if the
carrying value of these assets is in excess of fair value, the carrying value is reduced to fair value. The Company
performs a goodwill impairment test annually during the third quarter.

Intangible and other assets - Intangible assets are recorded when a portion of the purchase price of an acquisition is
allocated to assets such as customer contracts and relationships, trade names, certifications and backlog. Intangible
assets with finite lives are amortized using the straight line method over their estimated useful lives and include the
following: proprietary technology, 10 years; trade names, 5 years; patents, 11 years; and long-term customer
agreements, 5 to 20 years. Other assets include loan fees and debt acquisition costs which are capitalized and
amortized as interest expense over the life of the related borrowings.

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

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

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

Income taxes - The liability method is used to account for income taxes. Deferred income taxes are provided for the
temporary effects of differences between assets and liabilities recognized for financial statement and income tax
reporting purposes. Valuation allowances reduce deferred tax assets to an amount that will more likely than not be

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

realized. As a result, we recognize liabilities for uncertain tax positions based on whether evidence indicates that it
is more likely than not that the position will be sustained on audit. It is inherently difficult and subjective to estimate
such amounts, as this requires us to determine the probability of various possible outcomes. The Company
reevaluates these uncertain tax positions on a quarterly basis. Changes in assumptions may result in the recognition
of a tax benefit or an additional charge to the tax provision.

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

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

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

Interest and foreign exchange - Includes foreign exchange gains and losses, amortization of loan fee expense,
accretion of debt discounts, gains from extinguishment of debt and external interest expense.

(In thousands)

Interest and foreign exchange:
Interest and other expense
Accretion of term loan debt discount
Accretion of convertible debt discount
Gain on debt extinguishment
Write-off of fees and debt discount on debt prepayment
Foreign exchange loss

Years Ended August 31,
2009

2010

2008

$ 36,214
4,377
3,771
(3,218)
1,148
842

$ 35,669
1,117
3,831
–
1,300
3,995

$ 38,612
–
3,550
–
–
2,158

$ 43,134

$ 45,912

$ 44,320

Research and development - Research and development costs are expensed as incurred. Research and development
costs incurred for new product development during the years ended August 31, 2010, 2009 and 2008 were
$2.6 million, $1.7 million and $2.9 million.

Forward exchange contracts - Foreign operations give rise to risks from changes in foreign currency exchange rates.
Forward exchange contracts with established financial institutions are utilized to hedge a portion of such risk.
Realized and unrealized gains and losses are deferred in other comprehensive income (loss) and recognized in

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

earnings concurrent with the hedged transaction or when the occurrence of the hedged transaction is no longer
considered probable. Ineffectiveness is measured and any gain or loss is recognized in foreign exchange gain or loss.
Even though forward exchange contracts are entered into to mitigate the impact of currency fluctuations, certain
exposure remains, which may affect operating results. In addition, there is risk for counterparty non-performance.

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

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

Stock-based compensation - All stock options were vested prior to September 1, 2005 and accordingly no
compensation expense was recognized for stock options for the years ended August 31, 2010, 2009 and 2008.
The value, at the date of grant, of stock awarded under restricted stock grants is amortized as compensation expense
over the vesting period of three to five years. Compensation expense recognized related to restricted stock grants for
the years ended August 31, 2010, 2009 and 2008 was $5.8 million, $5.1 million and $3.9 million.

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

Initial Adoption of Accounting Policies - In December 2007, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards (SFAS) No. 141R, Business Combinations. This statement,
which has been codified within Accounting Standards Codification (ASC) 805, Business Combinations, establishes
the principles and requirements for how an acquirer recognizes and measures the assets acquired, liabilities
assumed, and noncontrolling interest; recognizes and measures goodwill; and identifies disclosures. This statement
was 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, which has been codified within ASC 810,
Consolidations, establishes reporting standards for noncontrolling interests in subsidiaries. This statement
changed the presentation of noncontrolling interests in subsidiaries in the financial statements for the
Company beginning September 1, 2009 and the presentation and disclosure has been retrospectively applied
for all periods presented.

In May 2008, the FASB issued FSPAPB 14-1, Accounting for Convertible Debt Instruments That May Be Settled in
Cash upon Conversion (Including Partial Cash Settlement). This guidance 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 guidance, which
has been codified within ASC 470, Debt, was effective for the Company beginning September 1, 2009 with respect
to its outstanding convertible debt. This guidance required retrospective adjustments for all periods the Company
had the convertible debt outstanding.

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

The retrospective application of this guidance adjusted Interest and foreign exchange and Net earnings (loss)
attributable to Greenbrier and earnings (loss) per share for 2009 and 2008 as indicated in the following tables (in
thousands, except per share amounts):

Previously reported
Adjustment

Revised

Year Ended August 31, 2009

Interest and Foreign
Exchange

$ 42,081
3,831

$ 45,912

Net loss
Attributable to
Greenbrier

$ (54,060)
(2,331)

$ (56,391)

Basic Loss per
Common Share

Diluted Loss per
Common Share

$ (3.21)
(0.14)

$ (3.35)

$ (3.21)
(0.14)

$ (3.35)

Interest and Foreign
Exchange

Year Ended August 31, 2008
Net Earnings
Attributable to
Greenbrier

Basic Earnings
per Common
Share

Diluted Earnings
per Common
Share

Previously reported
Adjustment

Revised

$ 40,770
3,550

$ 44,320

$ 19,542
(2,159)

$ 17,383

$ 1.19
(0.13)

$ 1.06

$ 1.19
(0.13)

$ 1.06

The retrospective application of this guidance adjusted the Consolidated Balance Sheet as of August 31, 2009 as
follows (in thousands):

Previously reported
Adjustment

Revised

August 31, 2009

Deferred Income
Taxes

Notes Payable

Additional Paid-
in Capital

Retained
Earnings

$ 62,530
6,669

$ 69,199

$ 542,180
(17,031)

$ 525,149

$ 99,645
17,415

$117,060

$ 123,492
(7,053)

$ 116,439

Prospective Accounting Changes - In June 2009, the FASB issued SFAS No. 167, Amendments to FASB
Interpretation No. 46(R) which provides guidance with respect to consolidation of variable interest entities.
This statement retains the scope of Interpretation 46(R) with the addition of entities previously considered
qualifying special-purpose entities, as the concept of these entities was eliminated in SFAS No. 166, Accounting for
Transfers of Financial Assets. This statement replaces the quantitative-based risks and rewards calculation for
determining the primary beneficiary of a variable interest entity. The approach focuses on identifying which
enterprise has the power to direct activities that most significantly impact the entity’s economic performance and the
obligation to absorb the losses or receive the benefits from the entity. It is possible that application of this revised
guidance will change an enterprise’s assessment of involvement with variable interest entities. This statement,
which has been codified within ASC 810, Consolidations, was effective for the Company as of September 1, 2010.
The initial adoption did not have an effect on the Company’s Consolidated Financial Statements.

Note 3 - Special Items

In April 2007, the Company’s board of directors approved the permanent closure of the Company’s then Canadian railcar
manufacturing subsidiary, TrentonWorks Ltd. (TrentonWorks). As a result of the facility closure decision, charges of
$2.3 million were recorded in Special items during 2008 consisting of severance costs and professional and other
expenses. In March 2008, Trenton Works filed for bankruptcy. During the fourth quarter of 2010, the bankruptcy was
resolved and the Company recorded income of $11.9 million in Special items. See Note 4 — De-consolidation of
Subsidiary.

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

In May 2009, the Company recorded charges of $55.7 million in Special items associated with the impairment of
goodwill. These charges consist of $1.3 million in the Manufacturing segment, $3.1 million in the Leasing &
Services segment and $51.3 million in the Wheel Services, Refurbishment & Parts segment.

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 were administered and liquidated by an appointed trustee. 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 reported its investment in TrentonWorks using the cost method. Under the cost
method, the investment was 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 was 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 was included in Accumulated other comprehensive loss. In the fourth
quarter of fiscal 2010, the bankruptcy was resolved upon liquidation of substantially all remaining assets of
TrentonWorks by the bankruptcy trustee. The resolution of the bankruptcy and associated release of obligations
resulted in the recognition of $11.9 million of income in 2010, consisting of the reversal of the $15.3 million
liability, net of the $3.4 million other comprehensive loss. This income was recorded in Special items on the
Consolidated Statement of Operations.

Note 5 - Inventories

(In thousands)

Manufacturing supplies and raw materials
Work-in-process
Lower of cost or market adjustment

(In thousands)

Lower of cost or market adjustment
Balance at beginning of period
Charge to cost of revenue
Disposition of inventory
Currency translation effect

Balance at end of period

Note 6 - Assets Held for Sale

(In thousands)

Railcars held for sale
Railcars in transit to customer
Finished goods – parts

Years Ended August 31,
2010
2009

$ 119,306
70,394
(4,096)

$ 113,935
33,771
(4,882)

$ 185,604

$ 142,824

Years Ended August 31,
2009

2010

2008

$ 4,882
1,698
(2,249)
(235)

$ 4,999
2,340
(1,896)
(561)

$ 3,807
4,567
(3,636)
261

$ 4,096

$ 4,882

$ 4,999

Years Ended
August 31,

2010

2009

$ 12,804
2,451
16,571

$ 13,625
192
17,894

$ 31,826

$ 31,711

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

Note 7 - Investment in Direct Finance Leases

(In thousands)

Future minimum receipts on lease contracts
Maintenance, insurance, and taxes

Net minimum lease receipts
Estimated residual values
Unearned finance charges

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

(In thousands)

Year ending August 31,
2011
2012
2013
2014
2015
Thereafter

Years Ended
August 31,

2010

2009

$ 2,647
(4)

$ 13,913
(319)

2,643
234
(1,082)

13,594
1,399
(7,003)

$ 1,795

$ 7,990

397
396
309
309
309
927

$ 2,647

Note 8 - Equipment on Operating Leases, net

Equipment on operating leases is reported net of accumulated depreciation of $85.0 million and $79.8 million as of
August 31, 2010 and 2009. In addition, certain railcar equipment leased-in by the Company (see Note 25 Lease
Commitments) is subleased to customers under non-cancelable operating leases. Aggregate minimum future
amounts receivable under all non-cancelable operating leases and subleases are as follows:

(In thousands)

Year ending August 31,
2011
2012
2013
2014
2015
Thereafter

$ 27,145
19,686
11,035
9,305
6,634
17,037

$ 90,842

Certain equipment is also operated under daily, monthly or car hire arrangements. Associated revenue amounted to
$18.4 million, $22.8 million and $28.4 million for the years ended August 31, 2010, 2009 and 2008.

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

Note 9 - Property, Plant and Equipment, net

(In thousands)

Land and improvements
Machinery and equipment
Buildings and improvements
Other

Accumulated depreciation

Note 10 - Goodwill

Years Ended August 31,

2010

25,539
163,351
72,727
42,893

2009

20,324
163,444
76,970
23,927

304,510
(171,896)

284,665
(156,691)

$ 132,614

$ 127,974

The Company performs 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 ASC 350, Intangibles — Goodwill and Other, require the Company to perform a two-step impairment
test on goodwill. In the first step, the Company compares the fair value of each reporting unit with its carrying value.
The Company determines the fair value of our reporting units based on a weighting of income and market
approaches. Under the income approach, the Company calculates the fair value of a reporting unit based on the
present value of estimated future cash flows. Under the market approach, the Company estimates 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 the Company 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.
The goodwill balance, net of cumulative write-downs of $55.7 million, as of August 31, 2010 and 2009 was
$137.1 million. The remaining balance relates to the Wheel Services, Refurbishment & Parts segment. Goodwill
was tested as of February 28, 2010 and the Company concluded that goodwill was not impaired.

Note 11 - 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)

Intangible assets subject to amortization:
Customer relationships
Accumulated amortization
Other intangibles
Accumulated amortization

Intangible assets not subject to amortization
Prepaid and other assets

Years Ended August 31,

2010

2009

$ 66,825
(13,701)
5,003
(2,845)

$ 66,825
(9,549)
5,187
(2,289)

55,282

912
34,485

60,174

912
35,816

$ 90,679

$ 96,902

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

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 years ended August 31, 2010,
2009 and 2008 was $4.8 million, $4.8 million and $3.7 million. Amortization expense for the years ending
August 31, 2011, 2012, 2013, 2014 and 2015 is expected to be $4.7 million, $4.5 million, $4.4 million, $4.3 million
and $4.3 million.

Note 12 - Investment in Unconsolidated Affiliates

WLR-GBX qualifies as a variable interest entity under ASC 810, Consolidations. While the Company acts as asset
manager to WLR-GBX, it is not the primary beneficiary. The Company has no authority to make decisions
regarding key business activities that most significantly impact the entity’s economic performance, such as asset re-
marketing and disposition activities, which requires the approval of affiliates of WL Ross.

In June 2003, the Company acquired a 33% minority ownership interest in a joint venture which produces castings
for freight cars. This joint venture is accounted for under the equity method and the investment is included in
Intangibles and other assets on the Consolidated Balance Sheets. The facility has been idled and expects to restart
production when demand returns. The Company, along with the other partners, has made additional investments
during fiscal year 2010, the Company’s share of which was $0.9 million. Additional investments may be required.

Note 13 - Revolving Notes

All amounts originating in foreign currency have been translated at the August 31, 2010 exchange rate for the
following discussion. As of August 31, 2010 senior secured credit facilities, consisting of two components,
aggregated $111.1 million. As of August 31, 2010 a $100.0 million revolving line of credit secured by substantially
all the Company’s assets in the United States not otherwise pledged as security for term loans, maturing November
2011, was available 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. Available borrowings under the credit facility 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. In addition, as of August 31, 2010, lines
of credit totaling $11.1 million secured by substantially all of the Company’s European assets, with various variable
rates, were available for working capital needs of the European manufacturing operation. European credit facilities
are continually being renewed. Currently these European credit facilities have maturities that range from April 2011
through June 2011. Subsequent to year end, the Company’s Mexican joint venture renewed its line of credit of up to
$10.0 million secured by certain of the joint venture’s accounts receivable and inventory. Advances under this
facility bear interest at LIBOR plus 2.5% and are due 180 days after the date of borrowing. Currently the joint
venture will be able to draw against the facility through August 2011.

As of August 31, 2010 outstanding borrowings under these facilities consists of $3.6 million in letters of credit
outstanding under the North American credit facility and $2.6 million in revolving notes outstanding under the
European credit facilities.

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

Note 14 - Accounts Payable and Accrued Liabilities

(In thousands)

Trade payables
Accrued payroll and related liabilities
Accrued maintenance
Accrued warranty
Other

Note 15 - Maintenance and Warranty Accruals

Years Ended August 31,

2010

2009

$ 141,767
19,025
12,460
6,304
2,082

$ 128,807
16,332
16,206
8,184
1,360

$ 181,638

$ 170,889

(In thousands)

Accrued maintenance

Balance at beginning of period
Charged to cost of revenue
Payments

Balance at end of period

Accrued warranty

Balance at beginning of period
Charged to cost of revenue
Payments
Currency translation effect
De-consolidation effect

Balance at end of period

Note 16 - Notes Payable

(In thousands)

Senior unsecured notes
Convertible senior notes
Term loans
Other notes payable

Debt discount net of accretion

Years Ended August 31,
2009

2010

2008

$ 16,206
13,581
(17,327)

$ 17,067
17,005
(17,866)

$ 20,498
17,720
(21,151)

$ 12,460

$ 16,206

$ 17,067

8,184
425
(2,252)
(53)
–

$ 11,873
32
(3,193)
(528)
–

$ 15,911
2,808
(5,655)
956
(2,147)

6,304

8,184

$ 11,873

Years Ended August 31,

2010

2009

$ 235,000
67,724
212,019
176

$ 235,000
100,000
219,075
398

514,919
(16,219)

554,473
(29,324)

$ 498,700

$ 525,149

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

Convertible senior notes, due 2026, bear interest at a fixed rate of 23⁄8%, paid semi-annually in arrears on May 15th
and November 15th. The Company will also pay contingent interest of 3⁄8% on the notes in certain circumstances
commencing with the six-month period beginning May 15, 2013. Payment on the convertible notes is guaranteed by
substantially all of the Company’s domestic subsidiaries. The convertible senior notes will be convertible upon the
occurrence of specified events into cash and shares, if any, of Greenbrier’s common stock at an initial conversion

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

rate of 20.8125 shares per $1,000 principal amount of the notes (which is equal to an initial conversion price of
$48.05 per share). The initial conversion rate is subject to adjustment upon the occurrence of certain events, as
defined. On or after May 15, 2013, Greenbrier may redeem all or a portion of the notes at a redemption price equal to
100% of the principal amount of the notes plus accrued and unpaid interest. On May 15, 2013, May 15, 2016 and
May 15, 2021 and in the event of certain fundamental changes, holders may require the Company to repurchase all
or a portion of their notes at a price equal to 100% of the principal amount of the notes plus accrued and unpaid
interest. During fiscal 2010, the Company retired $32.3 million of the convertible notes early and realized a gain of
$3.2 million which was recorded as Interest and foreign exchange in the Consolidated Statement of Operations. The
debt discount associated with the convertible senior notes is being accreted using the effective interest rate method
through May 2013 and the accretion expense is included in Interest and foreign exchange on the Consolidated
Statements of Operations. The pre-tax accretion is expected to be approximately $3.0 million in the year ending
August 31, 2011, $3.3 million in the year ending August 31, 2012 and $2.5 million in the year ending August 31,
2013.

On March 30, 2007, the Company issued a $100.0 million senior term note secured by a pool of leased railcars. The
note bears a floating interest rate of LIBOR plus 1% with principal of $0.7 million paid quarterly in arrears and a
balloon payment of $81.8 million due at the end of the seven-year loan term. On May 9, 2008, the Company issued
an additional $50.0 million senior term note secured by a pool of leased railcars. The note bears a floating interest
rate of LIBOR plus 1% with principal of $0.3 million paid quarterly in arrears and a balloon payment of
$41.2 million due at the end of the seven-year loan term. An interest rate swap agreement was entered into to swap
the floating interest rate of LIBOR plus 1% to a fixed rate of 4.24%. At August 31, 2010, the notional amount of the
agreement was $45.6 million and matures in March 2014. On June 10, 2009, the Company issued a $75.0 million
term loan, maturing in June 2012, which is principally secured by certain assets including all of a subsidiary’s assets.
The loan contains no financial covenants, is non-amortizing and requires mandatory prepayments under certain
circumstances. The balance as of August 31, 2010 was $71.8 million and has a variable interest rate of LIBOR plus
3.5% paid quarterly in arrears with a balloon payment due at the end of the three-year loan term. In connection with
the loan, the Company issued warrants to purchase 3.378 million shares of its common stock at $6 per share, both
subject to adjustment in certain circumstances. The warrants have a five-year term. The warrants were valued at
$13.4 million, and recorded as a debt discount (reducing Notes payable) and Additional paid-in capital (increasing
Stockholders’ equity Greenbrier) on the Consolidated Balance Sheet. This debt discount will be accreted and
recorded as Interest and foreign exchange in the Statements of Operations over the life of the loan. The accretion of
the debt discount was $4.8 million and $1.1 million for the years ended August 31, 2010 and 2009. Accretion is
expected to be $4.3 million for the year ending August 31, 2011 and $3.2 million for the year ending August 31,
2012.

Principal payments on the notes payable are expected as follows:

(In thousands)

Year ending August 31,
2011
2012
2013
2014
2015
Thereafter

4,565
76,320
72,219
84,710
276,933
172

$ 514,919

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

Note 17 - Derivative Instruments

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

At August 31, 2010 exchange rates, forward exchange contracts for the purchase of Polish Zloty and the sale of Euro
aggregated $37.8 million. Adjusting the foreign currency exchange contracts to the fair value of the cash flow
hedges at August 31, 2010 resulted in an unrealized pre-tax gain of $0.2 million that was recorded in accumulated
other comprehensive loss. The fair value of the contracts is included in accounts payable and accrued liabilities
when there is a loss, or accounts receivable when there is a gain, on the Consolidated Balance Sheets. As the
contracts mature at various dates through December 2011, 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 in Interest
and foreign exchange.

At August 31, 2010, an interest rate swap agreement had a notional amount of $45.6 million and matures March
2014. The fair value of this cash flow hedge at August 31, 2010 resulted in an unrealized pre-tax loss of $5.1 million.
The loss is included in accumulated other comprehensive loss and the fair value of the contract 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 swap are reclassified from accumulated other
comprehensive loss and charged or credited to interest expense. At August 31, 2010 interest rates, approximately
$1.2 million would be reclassified to interest expense in the next 12 months.

Fair Values of Derivative Instruments

Asset Derivatives

Liability Derivatives

Balance Sheet
Location

August 31,

2010
Fair
Value

2009
Fair
Value

Balance Sheet
Location

August 31,

2010
Fair
Value

2009
Fair
Value

(In thousands)

Derivatives designated

as hedging
instruments
Foreign forward

exchange contracts

Accounts receivable

$573

$1,004

Interest rate swap

contracts

Other assets

–

$573

$1,004

Derivatives not

designated as hedging
instruments
Foreign forward

exchange contracts

Accounts receivable

$111

$ 279

Accounts payable
and accrued liabilities
Accounts payable
and accrued liabilities

$ 215

$1,650

5,141

$5,356

3,617

$5,267

Accounts payable
and accrued liabilities

$ 590

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

The Effect of Derivative Instruments on the Statement of Operations

Derivatives in Cash
Flow Hedging Relationships

Location of Loss Recognized in
Income on Derivative

Loss Recognized in
Income on Derivative
Twelve Months Ended
August 31,

2010

2009

Foreign forward exchange contract

Interest and foreign exchange

$(354)

$(8,243)

Gain (Loss)
Recognized in OCI on
Derivatives (Effective
Portion)
Twelve Months
Ended August 31,
2010
2009

Location of
Gain (Loss)
Reclassified
From
Accumulated
OCI Into
Income

Gain (Loss)
Reclassified from
Accumulated OCI into
Income (Effective
Portion)
Twelve Months
Ended August 31,
2010
2009

736

$ (7,709) Revenue

231

$(6,777)

(1,523)

(3,295)

$ (797)

$(11,004)

Interest and
foreign exchange

(1,829)

(1,345)

$(1,598)

$(8,122)

Location of Loss
in Income on
Derivative
(Ineffective
Portion and
Amount
Excluded from
Effectiveness
Testing)

Interest and
foreign
exchange
Interest and
foreign
exchange

Loss Recognized on
Derivative
(Ineffective Portion
and Amount
Excluded from
Effectiveness
Testing)
Twelve Months
Ended August 31,
2010
2009

–

Derivatives in
Cash Flow
Hedging
Relationships

Foreign forward
exchange
contracts

Interest rate swap

contracts

Note 18 - Equity

On May 12, 2010, the Company issued 4,000,000 shares of its common stock at a price of $12.50 per share, less
underwriting commissions, discounts and expenses. On May 19, 2010, an additional 500,000 shares were issued
pursuant to the 30-day over-allotment option exercised by the underwriters. Greenbrier’s management has broad
discretion to allocate the net proceeds of $52.7 million from the offering for such purposes as working capital,
capital expenditures, repayment or repurchase of a portion of the Company’s indebtedness or acquisitions of, or
investment in, complementary businesses and products.

In January 2005, the stockholders approved the 2005 Stock Incentive Plan. The plan provides for the grant of
incentive stock options, non-statutory stock options, restricted shares, stock units and stock appreciation rights. The
maximum aggregate number of the Company’s common shares available for issuance under the plan is 1,300,000. In
January 2009, the stockholders approved an amendment to the 2005 Stock Incentive Plan that increased by 525,000
the maximum number of shares of the Company’s common stock that may be issued under the plan. During the years
ended August 31, 2010, 2009 and 2008, the Company awarded restricted stock grants totaling 302,326, 696,134 and
443,387 shares under the 2005 Stock Incentive Plan. During the year ended August 31, 2009, the Company accepted
voluntarily cancellation and surrender of performance based stock awards covering 205,250 shares.

The following table summarizes restricted stock award transactions for shares under the 2005 Stock Incentive Plan:

Balance at September 1, 2007
Granted
Forfeited
Balance at August 31, 2008
Granted
Forfeited
Balance at August 31, 2009
Granted
Forfeited
Balance at August 31, 2010

607,276
443,387
(11,000)
1,039,663
696,134
(210,650)
1,525,147
302,326
(27,900)
1,799,573

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

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

Balance at September 1, 2007
Exercised
Balance at August 31, 2008
Exercised
Forfeited
Balance at August 31, 2009
Exercised
Balance at August 31, 2010

Weighted
Average
Option
Price

$ 7.60
$ 8.69
$ 7.42
$ 9.19
$ 9.19
$ 4.59
$ 4.47
$ 4.74

36,660
(5,000)
31,660
(2,500)
(17,000)
12,160
(6,660)
5,500

At August 31, 2010 options outstanding have exercise prices ranging from $4.36 to $6.44 per share, have a
remaining average contractual life of .12 years and options to purchase 5,500 shares were exercisable. On
August 31, 2010, 2009 and 2008, 25,427, 299,853 and 262,837 shares were available for grant.

The value, at the date of grant, of stock awarded under restricted stock grants is amortized as compensation expense
over the vesting period of two to five years. Compensation expense recognized related to restricted stock grants for
the years ended August 31, 2010, 2009 and 2008 was $5.8 million, $5.1 million and $3.9 million.

Note 19 - 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)

Weighted average basic common shares outstanding
Dilutive effect of employee stock options(1)
Dilutive effect of warrants(1)

Weighted average diluted common shares outstanding

Years Ended August 31,
2010
2008
2009

18,585
6
1,622

16,815
–
–

16,395
22
–

20,213

16,815

16,417

(1) Dilutive effect of common stock equivalents is excluded from per share calculations for the year ended August 31, 2009 due to net loss. The
dilutive effect of warrants, issued in 2009, equivalent to 0.3 million shares were excluded from the calculation of diluted earnings (loss) per
common share attributable to Greenbrier for the year ended August 31, 2009 as these warrants were anti-dilutive 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 and warrants. No options were anti-dilutive for the years ended August 31, 2010
and 2008 and no warrants were anti-dilutive for the year ended August 31, 2010.

Note 20 - Related Party Transactions

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

Aircraft Usage Policy. William Furman, Director, President and Chief Executive Officer of the Company, is a part
owner of private aircraft managed by a private independent management company. From time to time, the
Company’s business requires charter use of privately-owned aircraft. In such instances, it is possible that charters

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

may be placed with the company that manages Mr. Furman’s aircraft. In such event, any such use will be subject to
the Company’s travel and entertainment policy and the fees paid to the management company will be no less
favorable than would have been available to the Company for similar services provided by unrelated parties.

On June 10, 2009, the Company entered into a transaction with affiliates of WL Ross & Co., LLC (WL Ross) which
provides for a $75.0 million secured term loan. In connection with the loan, the Company also entered into a warrant
to which the Company issued warrants to WL Ross and its affiliates to purchase
agreement pursuant
3,377,903 shares of the Company’s Common Stock with an initial exercise price of $6.00 per share. In
connection with Victoria McManus’ 3% participation in the WL Ross transaction, WL Ross and its affiliates
transferred the right to purchase 101,337 shares of Common Stock under the warrant agreement to Ms. McManus, a
director of the Company.

Wilbur L. Ross, Jr., founder, Chairman and Chief Executive Officer at WL Ross, and Wendy Teramoto, Senior Vice
President at WL Ross, are directors of the Company.

In April 2010, WLR - Greenbrier Rail Inc. (WLR-GBX) was formed and acquired a lease fleet of nearly 4,000
railcars valued at approximately $230.0 million. WLR-GBX is wholly owned by affiliates of WL Ross. The
Company paid a $6.1 million contract placement fee to WLR-GBX for the right to perform certain management and
advisory services and in exchange will receive management and other fee income and incentive compensation tied
to the performance of WLR-GBX. The Company has also paid certain incidental fees and agreed to indemnify
WLR-GBX and its affiliates against certain liabilities in connection with such advisory services. Under the
management agreement the Company has received $0.2 million in fees for the year ended August 31, 2010. The
contract placement fee is accounted for under the equity method and is recorded in Intangibles and other assets on
the Consolidated Balance Sheet.

Note 21 - Employee Benefit Plans

A defined contribution plan is available to substantially all United States employees. Contributions are based on a
percentage of employee contributions and amounted to $2.0 million, $1.6 million and $1.8 million for the years
ended August 31, 2010, 2009 and 2008.

Nonqualified deferred benefit plans exist for certain employees. Expenses resulting from contributions to the plans
were insignificant for the years ended August 31, 2010 and 2009, and $1.6 million for the year ended August 31,
2008.

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

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

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

Note 22 - Income Taxes

Components of income tax expense (benefit) of continuing operations are as follows:

(In thousands)

Current

Federal
State
Foreign

Deferred

Federal
State
Foreign

Change in valuation allowance

Years Ended August 31,
2009

2010

2008

(9,471)
(2,191)
712

(10,950)

(4,555)
470
532

(3,553)

10,059
1,745
(933)

10,871

(11,016)
(1,024)
723

(11,317)

359
860
4,154

5,373

11,517
1,369
7,345

20,231

(880)

(2,047)

(8,445)

(959)

$ (16,917)

$ 17,159

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

(In thousands)

Federal statutory rate
State income taxes, net of federal benefit
Impact of foreign operations
Release of obligations in the bankruptcy of the de-consolidated subsidiary
Change in valuation allowance related to deferred tax asset
Reversal of Canadian subsidiary’s deferred tax asset
Loss of benefit from the closing of TrentonWorks
Change in income tax reserve for uncertain tax positions
Reversal of net deferred tax liability on the basis difference in a foreign subsidiary
Noncontrolling interest in flow through entity
Non-deductible goodwill write-off
Permanent differences
Other

Years Ended August 31,
2010
2008
2009

35.0% 35.0% 35.0%
3.5
10.7
0.4
(0.1)
–
(51.8)
2.8
(9.8)
–
–
–
–
1.8
4.1
2.4
–
–
(17.7)
(23.1)
–
2.1
9.4
(2.1)
9.5

7.0
1.5
–
(27.7)
31.7
12.9
–
–
–
–
2.8
(6.9)

(10.7)% 22.8% 56.3%

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

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

(In thousands)
Deferred tax assets:

Contract placement
Maintenance and warranty accruals
Accrued payroll and related liabilities
Deferred revenue
Inventories and other
Derivative instruments and translation adjustment
Investment and asset tax credits
Net operating loss

Deferred tax liabilities:

Fixed assets
Original issue discount
Intangibles
Debt conversion option
Deferred gain on redemption of debt
Other

Valuation allowance

Net deferred tax liability

Years Ended August 31,

2010

2009

(526)
(6,352)
(7,062)
(6,712)
(3,878)
(2,068)
(884)
(10,460)

(37,942)

89,341
8,707
9,954
–
4,512
156

–
(7,337)
(5,829)
(9,676)
(6,102)
(257)
(671)
(15,888)

(45,760)

83,002
–
9,983
6,669
–
8,017

112,670

107,671

6,408

7,288

$ 81,136

$ 69,199

For the year ended August 31, 2010, the Company generated a net operating loss (NOL) of approximately
$17.8 million for U.S. federal income tax purposes, $9.7 million of which will be carried back to 2008. The
remaining NOL of $8.1 million will be carried forward. On September 27, 2010, legislation was adopted that
provides an additional year of bonus depreciation which will increase the Company’s NOL from $17.8 million to
$20.5 million.

The Company also had NOL carryforwards of approximately $21.2 million for foreign income tax purposes. The
ultimate realization of the deferred tax assets resulting from NOL’s is dependent upon the generation of future
taxable income before these carryforwards expire. Net operating losses in Poland of $9.2 million expire between
2012 and 2013. Net operating losses in Mexico of $12.0 million expire between 2017 and 2020.

The cumulative net decrease in the valuation allowance for the year ended August 31, 2010 was approximately
$0.9 million. The decrease in the valuation allowance is mainly due to a decrease in the Polish subsidiary’s overall
deferred tax assets for which a full valuation allowance is provided.

As a result of certain realization requirements of ASC Topic 718, the table of deferred tax assets and liabilities
shown above does not include certain deferred tax liabilities at August 31, 2010 and 2009 that arose directly from
tax deductions related to equity compensation in excess of compensation recognized for financial reporting. The
Company uses tax law ordering for purposes of determining when excess tax benefits have been realized.

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

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

(In thousands)

Unrecognized Tax Benefit – Opening Balance
Gross increases – tax positions in prior period
Gross decreases – tax positions in prior period
Gross increases – tax positions in current period
Settlements
Restoration of statute of limitations due to 5 year NOL carry back
Lapse of statute of limitations

Unrecognized Tax Benefit – Ending Balance

2010

2009

2008

$ 2,959
200
–
–
–
1,809
(1,442)

$ 12,832
533
–
–
–
–
(10,406)

$ 11,839
993
–
–
–
–
–

$ 3,526

2,959

$ 12,832

The Company is subject to taxation in the U.S., various states and foreign jurisdictions. The Companies tax returns
for 2004 through 2010 are subject to examination by the tax authorities. The Company is no longer subject to
U.S. Federal, State, Local or Foreign examinations by tax authorities for years before 2004. Included in the balance
of unrecognized tax benefits at August 31, 2010 and 2009 are $2.3 million and $2.0 million, respectively, of tax
benefits, which if recognized would affect the effective tax rate.

The Company recorded additional interest expense of $0.2 million and $0.3 million relating to reserves for
uncertain tax provisions during the years ended August 31, 2010 and 2009. As of August 31, 2010 and 2009 the
Company had accrued $1.2 million and $1.0 million of interest related to uncertain tax positions. The Company has
accrued no penalties as of August 31, 2010 and 2009. The Company restored $1.3 million of reserves and
$0.5 million of related accrued interest for uncertain tax provisions during the tax years for which the statue of
limitations previously expired. These were restored due to the Company’s election to carry back prior year’s net
operating loss for five years for U.S. tax purposes. The Company reversed $1.4 million of reserves and related
accrued interest for the items that were no longer subject to examination by the tax authorities. The $1.4 million
reversal resulted in an income tax benefit of $0.9 million and a reduction of interest expense of $0.5 million. Interest
and penalties related to income taxes are not classified as a component of income tax expense. When unrecognized
tax benefits are realized, the benefit related to deductible differences attributable to ordinary operations will be
recognized as a reduction of income tax expense. The benefit related to the deductible difference attributable to
purchase accounting will also be recognized as a reduction of income tax expense and will not go to goodwill.
Within the next 12 months the Company does not expect any significant changes in the reserves for uncertain tax
positions but expects an increase in interest expense of $0.3 million.

U.S. income taxes have not been provided for approximately $5.9 million of cumulative undistributed earnings of
certain foreign subsidiaries as Greenbrier plans to reinvest these earnings indefinitely in operations outside the
U.S. Generally, such amounts become subject to U.S. taxation upon the remittance of dividends and under certain
other circumstances. It is not practicable to estimate the amount of deferred tax liability related to investments in
foreign subsidiaries.

Note 23 - Segment Information

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

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

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

(In thousands)

Revenue:

Manufacturing
Wheel Services, Refurbishment & Parts
Leasing & Services
Intersegment eliminations

Margin:

Manufacturing
Wheel Services, Refurbishment & Parts
Leasing & Services

Assets:

Manufacturing
Wheel services, Refurbishment & Parts
Leasing & Services
Unallocated

Depreciation and amortization:

Manufacturing
Wheel Services, Refurbishment & Parts
Leasing & Services

Capital expenditures:

Manufacturing
Wheel Services, Refurbishment & Parts
Leasing & Services

Years Ended August 31,

2010

2009

2008

305,333
404,321
79,733
(24,937)
764,450

470,834
480,425
79,684
(12,818)
$ 1,018,125

724,072
535,031
98,041
(67,065)
$ 1,290,079

27,171
45,539
37,458
110,168

3,763
55,870
33,474
93,107

11,214
101,283
49,746
162,243

205,863
387,356
377,761
101,908
$ 1,072,888

197,603
386,260
386,659
77,769
$ 1,048,291

325,632
519,575
403,889
7,864
$ 1,256,960

11,061
11,435
15,015
37,511

8,715
12,215
18,059
38,989

11,471
11,885
14,313
37,669

9,109
6,599
23,139
38,847

11,267
10,338
13,481
35,086

24,113
7,651
45,880
77,644

The following table summarizes selected geographic information.

(In thousands)

Revenue:

United States
Foreign

Identifiable assets:
United States
Mexico
Europe

Years Ended August 31,
2009

2010

2008

667,867
96,583

851,450
166,675

$ 1,058,418
231,661

764,450

$ 1,018,125

$ 1,290,079

918,553
115,721
38,614

897,111
95,149
56,031

$ 1,012,585
130,295
114,080

$ 1,072,888

$ 1,048,291

$ 1,256,960

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

Reconciliation of segment margin to earnings before income tax, noncontrolling interest and earnings (loss) from
unconsolidated affiliates:

(In thousands)

Segment margin

Less unallocated expenses:
Selling and administrative
Interest and foreign exchange
Special items

Years Ended August 31,
2009

2010

2008

$ 110,168

$ 93,107

$ 162,243

69,931
43,134
(11,870)

65,743
45,912
55,667

85,133
44,320
2,302

Earnings (loss) before income tax and earnings (loss) from

unconsolidated affiliates

8,973

$ (74,215)

30,488

Note 24 - Customer Concentration

In 2010, one customer represented 16% of total revenue, a second customer represented 15% of total revenue and a
third customer represented 11% of total revenue. Revenue from two customers each represented 14% of total
revenue for the year ending August 31, 2009 and revenue from two customers was 26% and 11% of total revenue for
the year ended August 31, 2008. No other customers accounted for more than 10% of total revenues for the years
ended August 31, 2010, 2009, or 2008. Only one customer had a balance that equaled or exceeded 10% of accounts
receivable and in total represented 12% of the consolidated accounts receivable balance at August 31, 2010.

Note 25 - Lease Commitments

Lease expense for railcar equipment leased-in under non-cancelable leases was $8.2 million, $10.3 million and
$11.6 million for the years ended August 31, 2010, 2009 and 2008. Aggregate minimum future amounts payable
under these non-cancelable railcar equipment leases are as follows:

(In thousands)
Year ending August 31,
2011
2012
Thereafter

6,711
3,708
–

$ 10,419

Operating leases for domestic railcar repair facilities, office space and certain manufacturing and office equipment
expire at various dates through November 2016. Rental expense for facilities, office space and equipment was
$12.4 million, $12.5 million and $12.3 million for the years ended August 31, 2010, 2009 and 2008. Aggregate
minimum future amounts payable under these non-cancelable operating leases are as follows:

(In thousands)

Year ending August 31,
2011
2012
2013
2014
2015
Thereafter

6,781
3,679
2,205
1,488
1,318
1,591

$ 17,062

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

Note 26 - Commitments and Contingencies

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.

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

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.

The Company delivered 500 railcar units during fiscal year 2009 for which the Company has an obligation to
guarantee the purchaser minimum earnings. The obligation expires December 31, 2011. The maximum potential
obligation totaled $13.1 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 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. Upon delivery of the railcar units, the entire purchase price was recorded as revenue and paid in full. The
minimum earnings due to the purchaser were considered a reduction of revenue and were recorded as deferred
revenue. As of August 31, 2010, the Company has $9.1 million of the potential obligation remaining in deferred
revenue.

The Company has entered into contingent rental assistance agreements, aggregating $5.9 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 two 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 years ended August 31, 2010 and 2008 an
accrual of $0.2 million and $1.2 million was recorded to cover future obligations. For the year ended August 31,
2009 no accrual was made to cover estimated obligations as management determined no additional rental shortfall
was probable. The remaining balance of the accrued liability was $30 thousand as of August 31, 2010. All of these
agreements were entered into prior to December 31, 2002 and have not been modified since.

In accordance with customary business practices in Europe, the Company has $9.1 million in bank and third party
performance and warranty guarantee facilities, all of which have been utilized as of August 31, 2010. To date no
amounts have been drawn under these performance and warranty guarantee facilities.

At August 31, 2010, an unconsolidated affiliate had $0.7 million of third party debt, for which the Company has
guaranteed 33% or approximately $0.2 million. In the event that there is a change in control or insolvency by any of
the three 33% investors that have guaranteed the debt, the remaining investors’ share of the guarantee will increase
proportionately.

As of August 31, 2010 the Company had outstanding letters of credit aggregating $3.6 million associated with
facility leases and payroll.

Note 27 - Fair Value of Financial Instruments

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

(In thousands)

Notes payable as of August 31, 2010
Notes payable as of August 31, 2009

Carrying
Amount

Estimated
Fair Value

$ 498,700
$ 525,149

$ 482,589
$ 508,372

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

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

Note 28 - Fair Value Measures

Certain assets and liabilities are reported at fair value on either a recurring or nonrecurring basis. Fair value, for this
disclosure, is defined as an exit price, representing the amount that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants, under a three-tier fair value hierarchy
which prioritizes the inputs used in measuring a fair value as follows:

Level 1 - observable inputs such as unadjusted quoted prices in active markets for identical instruments;

Level 2 - inputs, other than the quoted market prices in active markets for similar instruments, which are observable,

either directly or indirectly; and

Level 3 - unobservable inputs for which there is little or no market data available, which require the reporting entity

to develop its own assumptions.

Assets and liabilities measured at fair value on a recurring basis as of August 31, 2010 are:

(In thousands)
Assets:

Derivative financial instruments
Nonqualified savings plan
Money market investments

Liabilities:

Total

Level 1

Level 2(1)

Level 3

684
6,489
57,300

–
6,489
57,300

$ 684
–
–

$64,473

$63,789

$ 684

–
–
–

–

Derivative financial instruments

$ 5,370

–

$5,370

(1) Level 2 assets include derivative financial instruments which are valued based on significant observable inputs. See note 17 Derivative

Instruments for further discussion.

Assets or liabilities measured at fair value on a nonrecurring basis as of August 31, 2010 are:

(In thousands)
Assets:

Goodwill
Liabilities:
Warrants

Total

Level 1

Level 2

Level 3

$137,066

7,484

–

$137,066

7,484

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

Note 29 - Guarantor/Non Guarantor

The combined senior unsecured notes (the Notes) issued on May 11, 2005 and November 21, 2005 and convertible
senior notes issued on May 22, 2006 are fully and unconditionally and jointly and severally guaranteed by
substantially all of Greenbrier’s material 100% 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 Holding Corp., Meridian Rail Acquisition
Corp., Meridian Rail Mexico City Corp., Brandon Railroad LLC, Gunderson Specialty Products, LLC and
Greenbrier Railcar Leasing, Inc. No other subsidiaries guarantee the Notes including Greenbrier Leasing
Limited, Greenbrier Europe B.V., Greenbrier Germany GmbH, WagonySwidnica S.A., Gunderson-Concarril,
S.A. de C.V., Mexico Meridian Rail Services, S.A. de C.V., Greenbrier Railcar Services — Tierra Blanca S.A. de
C.V., YSD Doors, S.A. de C.V., Greenbrier-Gimsa, LLC and Gunderson-Gimsa S de RL de C.V.

The following represents the supplemental consolidating condensed financial information of Greenbrier and its
guarantor and non guarantor subsidiaries, as of August 31, 2010 and 2009 and for the years ended August 31, 2010,
2009 and 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. Certain reclassifications between Combined Non Guarantor Subsidiaries and
Eliminations have been made to prior year’s condensed consolidating statements to conform to the current year
presentation.

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

The Greenbrier Companies, Inc.

Condensed Consolidating Balance Sheet
For the year ended August 31, 2010

(In thousands)

Assets

Combined
Guarantor
Subsidiaries

Combined
Non-
Guarantor
Subsidiaries Eliminations Consolidated

Parent

Cash and cash equivalents
Restricted cash
Accounts receivable
Inventories
Assets held for sale
Investment in direct finance
leases
Equipment on operating leases,
net
Property, plant and equipment,
net
Goodwill
Intangibles and other assets

91,472
–
33,001
–
–

859
2,525
45,154
121,557
28,357

6,533
–
11,094
64,047
3,469

–

1,795

304,872

–

–
–
3
–
–

–

98,864
2,525
89,252
185,604
31,826

1,795

(2,209)

302,663

6,710
–
525,539
$ 656,722

89,246
137,066
96,680
$ 828,111

36,658
–
2,384
$ 124,185

–
–
(533,924)

132,614
137,066
90,679
$ (536,130) $ 1,072,888

Liabilities and Equity
Revolving notes
Accounts payable and accrued
liabilities
Deferred income taxes
Deferred revenue
Notes payable
Total equity Greenbrier
Noncontrolling interest

Total equity

–

2,630

–

2,630

11,180
728
621
358,255
285,938
–
285,938
$ 656,722

112,454
87,582
9,693
139,029
479,353
–
479,353
$ 828,111

58,001
(6,685)
1,063
1,416
56,291
11,469
67,760
$ 124,185

3
(489)
–
–
(535,644)
–
(535,644)

181,638
81,136
11,377
498,700
285,938
11,469
297,407
$ (536,130) $ 1,072,888

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Operations
For the year ended August 31, 2010

(In thousands)

Revenue

Manufacturing
Wheel Services,
Refurbishment & Parts
Leasing & Services

Cost of revenue

Manufacturing
Wheels Services,
Refurbishment & Parts
Leasing & Services

Margin
Other costs

Selling and administrative
Interest and foreign
exchange
Special items

Earnings (loss) before income taxes

and earnings (loss) from
unconsolidated affiliates
Income tax (expense) benefit

Earnings (loss) from unconsolidated

affiliates

Net earnings (loss)
Net loss (earnings) attributable to

noncontrolling interest

Net earnings (loss) attributable to

Greenbrier

Combined
Guarantor
Subsidiaries

Combined
Non-
Guarantor
Subsidiaries Eliminations Consolidated

Parent

–

$ 74,526

$242,771

$(21,731)

$295,566

–
1,803
1,803

396,680
78,556
549,762

1,584
–
244,355

(8,203)
(1,536)
(31,470)

390,061
78,823
764,450

–

69,872

218,890

(20,367)

268,395

–
–
–
1,803

351,565
41,438
462,875
86,887

1,160
–
220,050
24,305

(8,203)
(73)
(28,643)
(2,827)

344,522
41,365
654,282
110,168

33,441

21,263

15,227

–

69,931

36,796
(11,870)
58,367

4,191
–
25,454

(56,564)
24,143
(32,421)

36,698
4,277

61,433
(25,144)
36,289

(6,179)
30,110

3,687
–
18,914

5,391
1,710
7,101

–
7,101

(1,540)
–
(1,540)

43,134
(11,870)
101,195

(1,287)
250
(1,037)

(32,120)
(33,157)

8,973
959
9,932

(1,601)
8,331

–

(4,734)

680

(4,054)

$ 4,277

$ 30,110

2,367

$(32,477)

$ 4,277

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Cash Flows
For the year ended August 31, 2010

(In thousands)

Cash flows from operating activities:
Net earnings (loss)
Adjustments to reconcile net earnings (loss) to net cash

provided by (used in) operating activities:

Deferred income taxes
Depreciation and amortization
Gain on sales of equipment
Special items
Accretion of debt discount
Gain on extinguishment of debt
Other
Decrease (increase) in assets:

Accounts receivable
Inventories
Assets held for sale
Other

Increase (decrease) in liabilities:

Accounts payable and accrued liabilities
Deferred revenue

Net cash provided by (used in) operating activities

Cash flows from investing activities:

Principal payments received under direct finance leases
Proceeds from sales of equipment
Investment in and net advances to unconsolidated affiliates
Intercompany advances
Contract placement fee
Decrease (increase) in restricted cash
Capital expenditures
Other

Combined
Guarantor
Subsidiaries

Combined
Non-
Guarantor
Subsidiaries

Parent

Eliminations

Consolidated

4,277

$ 30,110

7,101

$ (33,157)

8,331

5,898
2,063
–
(11,870)
8,581
(3,218)
5,175

(9,292)
–
–
1,364

3,143
(155)

5,966

–
–
(36,697)
7,866
–
–
(3,645)
–

10,045
28,241
(6,543)
–
–
–
354

17,743
(20,457)
3,100
6,773

(9,134)
(8,353)

51,879

390
22,978
3,650
–
(6,050)
(1,442)
(30,430)
(130)

427
7,280
–
–
–
–
(1,972)

12,914
(23,819)
(3,277)
(966)

18,765
1,063

17,516

–
–
–
–
–
–
(5,594)

(1,318)
(73)
–
–
–
–
680

1,065
–
–
–

3
–

(32,800)

–
–
32,120
(7,866)
–
–
680

Net cash provided by (used in) investing activities

(32,476)

(11,034)

(5,594)

24,934

Cash flows from financing activities:

Net changes in revolving notes with maturities of 90 days

or less

Proceeds from revolving notes with maturities longer than

90 days

Repayment of revolving notes with maturities longer than

90 days

Intercompany advances
Net proceeds from issuance of notes payable
Repayments of notes payable
Net proceeds from equity offering
Other

Net cash provided by (used in) financing activities

Effect of exchange rate changes
Increase (decrease) in cash and cash equivalents
Cash and cash equivalents
Beginning of period

–

–
33,850
–
(32,090)
52,708
29

54,497

–
27,987

63,485

End of period

$ 91,472

–

–
(34,061)
328
(5,772)
–
–

(39,505)

(902)
438

421

859

(11,934)

5,698

(5,698)
(7,655)
1,712
(405)
–
–

(18,282)

612
(5,748)

12,281

6,533

–

–
7,866
–
–
–
–

7,866

–
–

–

15,052
37,511
(6,543)
(11,870)
8,581
(3,218)
4,237

22,430
(44,276)
(177)
7,171

12,777
(7,445)

42,561

390
22,978
(927)
–
(6,050)
(1,442)
(38,989)
(130)

(24,170)

(11,934)

5,698

(5,698)
–
2,040
(38,267)
52,708
29

4,576

(290)
22,677

76,187

$ 98,864

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

The Greenbrier Companies, Inc.

Condensed Consolidating Balance Sheet
For the year ended August 31, 2009

(In thousands)

Assets

Cash and cash equivalents
Restricted cash
Accounts receivable
Inventories
Assets held for sale
Investment in direct finance leases
Equipment on operating leases, net
Property, plant and equipment, net
Goodwill
Intangibles and other assets

Parent

$ 63,485
–
65,425
–
–
–
–
5,157
–
492,406
$ 626,473

Combined
Guarantor
Subsidiaries

Combined
Non-
Guarantor
Subsidiaries Eliminations Consolidated

421
1,083
28,213
101,100
31,519
7,990
314,785
83,907
137,066
106,121
$ 812,205

12,281
–
18,665
41,724
192
–
–
38,910
–
2,380
$ 114,152

– $
–
1,068
–
–
–
(1,602)
–
–
(504,005)

76,187
1,083
113,371
142,824
31,711
7,990
313,183
127,974
137,066
96,902
$ (504,539) $ 1,048,291

Liabilities and Equity
Revolving notes
Accounts payable and accrued
liabilities
Losses in excess of investment in
de-consolidated subsidiary
Deferred income taxes
Deferred revenue
Notes payable
Total equity Greenbrier

Noncontrolling interest

Total equity

–

16,041

– $

16,041

8,037

121,578

41,274

–

170,889

15,313
(2,055)
776
380,676
223,726
–
223,726
$ 626,473

–
77,537
18,474
144,473
450,143
–
450,143
$ 812,205

–
(7,112)
–
–
55,225
8,724
63,949
$ 114,152

–
829
–
–
(505,368)
–
(505,368)

15,313
69,199
19,250
525,149
223,726
8,724
232,450
$ (504,539) $ 1,048,291

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Operations
For the year ended August 31, 2009

(In thousands)

Revenue

Manufacturing
Wheels Service,
Refurbishment & Parts
Leasing & Services

Cost of revenue

Manufacturing
Wheel Services,
Refurbishment & Parts
Leasing & Services

Margin
Other costs

Selling and administrative
Interest and foreign
exchange
Special charges

Loss before income taxes and

earnings (loss) from
unconsolidated affiliates
Income tax (expense) benefit

Net earnings (loss)
Net loss attributable to

noncontrolling interest

Net earnings (loss) attributable

to Greenbrier

Combined
Guarantor
Subsidiaries

Combined
Non-
Guarantor
Subsidiaries

Parent

Eliminations

Consolidated

547

$227,404

$336,399

$(101,854)

$ 462,496

–
1,314

1,861

476,133
78,899

782,436

31
–

–
(748)

476,164
79,465

336,430

(102,602)

1,018,125

124

230,848

328,761

(101,000)

458,733

–
–

124
1,737

420,261
46,056

697,165
85,271

33
–

–
(65)

328,794
7,636

(101,065)
(1,537)

420,294
45,991

925,018
93,107

31,169

24,729

9,845

–

65,743

34,013
–

65,182

5,316
55,531

85,576

(63,445)
29,821

(305)
(16,573)

(33,624)

(16,878)

8,156
–

18,001

(10,365)
2,606

(7,759)

(1,573)
136

(1,437)

(100)
1,063

963

29,352

30,315

45,912
55,667

167,322

(74,215)
16,917

(57,298)

(565)

(57,863)

–

2,202

(730)

1,472

$(56,391)

$ (24,028)

$ (5,557)

$ 29,585

$ (56,391)

Earnings (loss) from

unconsolidated affiliates

(22,767)

(7,150)

–

(56,391)

(24,028)

(7,759)

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Cash Flows
For the year ended August 31, 2009

(In thousands)

Cash flows from operating activities:
Net earnings (loss)
Adjustments to reconcile net earnings (loss) to net cash provided

by (used in) operating activities:

Deferred income taxes
Depreciation and amortization
Gain on sales of equipment
Special items
Accretion of debt discount
Other
Decrease (increase) in assets:

Accounts receivable
Inventories
Assets held for sale
Other

Increase (decrease) in liabilities:

Accounts payable and accrued liabilities
Deferred revenue

Combined
Guarantor
Subsidiaries

Combined
Non-
Guarantor
Subsidiaries Eliminations Consolidated

Parent

$ (56,391) $ (24,028)

$ (7,759)

$ 30,315

$ (57,863)

(16,609)
1,544
–
–
4,948
–

(6,940)
–
–
(277)

5,820
28,797
(692)
55,531
–
3,402

75,691
42,456
14,875
1,614

(2,800)
7,393
–
–
–
2,111

(9,163)
56,295
6,966
6,028

290
(65)
(475)
136
–
(1,930)

(1,067)
–
–
(6,208)

(13,299)
37,669
(1,167)
55,667
4,948
3,583

58,521
98,751
21,841
1,157

15,522
(155)

(58,533)
1,202

(44,199)
(3,876)

696
–

(86,514)
(2,829)

Net cash provided by (used in) operating activities

(58,358)

146,135

10,996

21,692

120,465

Cash flows from investing activities:

Principal payments received under direct finance leases
Proceeds from sales of equipment
Investment in and net advances to unconsolidated affiliates
Intercompany advances
Decrease (increase) in restricted cash
Capital expenditures

–
–
15,359
(26,958)
–
(2,699)

429
15,555
6,585
–
(1,083)
(30,642)

Net cash provided by (used in) investing activities

(14,298)

(9,156)

Cash flows from financing activities:

Net changes in revolving notes with maturities of 90 days or less
Intercompany advances
Net proceeds from issuance of notes payable
Repayments of notes payable
Investment by joint venture partner
Dividends paid
Other

(65,000)
133,592
69,768
(4,339)
–
(2,001)
3,973

–
(126,496)
–
(8,183)
–
–
–

Net cash provided by (used in) financing activities

135,993

(134,679)

Effect of exchange rate changes
Increase (decrease) in cash and cash equivalents
Cash and cash equivalents
Beginning of period

148
63,485

(3,472)
(1,172)

–

1,593

4,364

End of period

$ 63,485

421

$ 12,281

–
–
–
–
974
(5,758)

(4,784)

(16,251)
19,862
–
(3,914)
1,400
–
–

1,097

608
7,917

–
–
(21,944)
26,958
–
252

429
15,555
–
–
(109)
(38,847)

5,266

(22,972)

–
(26,958)
–
–
–
–
–

(81,251)
–
69,768
(16,436)
1,400
(2,001)
3,973

(26,958)

(24,547)

–
–

–

(2,716)
70,230

5,957

$ 76,187

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Operations
For the year ended August 31, 2008

(In thousands)
Revenue

Manufacturing
Wheel Services, Refurbishment &
Parts
Leasing & Services

Cost of revenue

Manufacturing
Wheel Services, Refurbishment &
Parts
Leasing & Services

Margin
Other costs

Selling and administrative
Interest and foreign exchange
Special items

Earnings (loss) before income taxes and
earnings (loss) from unconsolidated
affiliates

Income tax (expense) benefit

Earnings (loss) from unconsolidated

affiliates

Net earnings (loss)
Net loss attributable to noncontrolling

interest

Net earnings (loss) attributable to

Greenbrier

Combined
Guarantor
Subsidiaries

Combined
Non-
Guarantor
Subsidiaries Eliminations Consolidated

Parent

$ 1,869

$368,285

$543,526

$(248,587)

$ 665,093

–
1,162
3,031

527,413
96,854
992,552

53
–
543,579

–
(496)
(249,083)

527,466
97,520
1,290,079

600

371,940

529,743

(248,404)

653,879

–
–
600
2,431

32,927
31,593
–
64,520

426,138
47,836
845,914
146,638

35,601
5,946
–
41,547

(62,089)
27,018
(35,071)

105,091
(42,194)
62,897

52,454
17,383

4,359
67,256

45
–
529,788
13,791

16,606
7,280
2,302
26,188

(12,397)
(3,146)
(15,543)

–
(15,543)

–
(62)
(248,466)
(617)

426,183
47,774
1,127,836
162,243

(1)
(499)
–
(500)

(117)
1,163
1,046

(55,941)
(54,895)

85,133
44,320
2,302
131,755

30,488
(17,159)
13,329

872
14,201

–

4,245

(1,063)

3,182

$ 17,383

$ 67,256

$ (11,298)

$ (55,958)

17,383

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Cash Flows
For the year ended August 31, 2008

(In thousands)

Cash flows from operating activities:
Net earnings (loss)
Adjustments to reconcile net earnings (loss) to net cash provided by

Combined
Guarantor
Subsidiaries

Combined
Non-
Guarantor
Subsidiaries Eliminations Consolidated

Parent

$ 17,383

$ 67,256

$(15,543)

$(54,895)

$ 14,201

(used in) operating activities:
Deferred income taxes
Depreciation and amortization
Gain on sales of equipment
Special items
Accretion of debt discount
Other
Decrease (increase) in assets:

Accounts receivable
Inventories
Assets held for sale
Other

Increase (decrease) in liabilities:

Accounts payable and accrued liabilities
Deferred revenue

Net cash provided by (used in) operating activities

Cash flows from investing activities:

Principal payments received under direct finance leases
Proceeds from sales of equipment
Investment in and net advances to unconsolidated affiliates
Acquisitions, net of cash acquired
De-consolidation of subsidiary
Decrease in restricted cash
Capital expenditures

37
668
–
–
3,550
(136)

4
–
–
1,086

20,108
(155)

42,545

–
–
(71,735)
–
–
–
(2,379)

12,165
27,501
(8,007)
–
–
428

(6,538)
(25,099)
(17,525)
(3,638)

3,375
9,257

59,175

375
14,598
(2,629)
(91,166)
–
–
(55,922)

(1,352)
6,979
–
2,302
–
1,150

(1,084)
(4,593)
6,904
19,123

(987)
(7,198)

5,701

–
–
–
–
(1,217)
2,046
(19,434)

Net cash provided by (used in) investing activities

(74,114)

(134,744)

(18,605)

Cash flows from financing activities:

Net changes in revolving notes with maturities of 90 days or

less

Intercompany advances
Proceeds from issuance of notes payable
Repayments of notes payable
Investment by joint venture partner
Dividends paid
Other

Net cash provided by financing activities

Effect of exchange rate changes
Increase (decrease) in cash and cash equivalents
Cash and cash equivalents
Beginning of period

End of period

65,000
(42,735)
–
(1,349)
–
(5,261)
3,931

19,586

(3,439)
(15,422)

–
31,576
49,613
(4,278)
–
–
–

76,911

251
1,593

(9,486)
11,159
–
(1,292)
6,600
–
–

6,981

4,901
(1,022)

15,422

–

5,386

–

1,593

$ 4,364

–

20,808

5,957

678
(62)
(3)
–
–
(1,052)

(3)
–
–
(19,271)

(695)
–

(75,303)

–
–
75,222
–
–
–
91

75,313

–
–
–
–
–
–
–

–

(10)
–

11,528
35,086
(8,010)
2,302
3,550
390

(7,621)
(29,692)
(10,621)
(2,700)

21,801
1,904

32,118

375
14,598
858
(91,166)
(1,217)
2,046
(77,644)

(152,150)

55,514
–
49,613
(6,919)
6,600
(5,261)
3.931

103,478

1,703
(14,851)

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

Quarterly Results of Operations (Unaudited)

Operating results by quarter for 2010 are as follows:

(In thousands, except per share amount)

First

Second

Third

Fourth

Total

2010
Revenue

Manufacturing
Wheel Services, Refurbishment & Parts
Leasing & Services

$ 60,078
92,983
18,632
171,693

$ 88,065
94,329
17,556
199,950

$ 77,877 $ 69,546 $295,566
390,061
112,186
78,823
21,392
764,450
211,455

90,563
21,243
181,352

Cost of revenue

Manufacturing
Wheel Services, Refurbishment & Parts
Leasing & Services

Margin

Other costs

Selling and administrative
Interest and foreign exchange
Special items

Earnings (loss) before income tax and loss from

unconsolidated affiliates
Income tax benefit (expense)
Loss from unconsolidated affiliates
Net earnings (loss)
Net loss (earnings) attributable to

noncontrolling interest

Net earnings (loss) attributable to Greenbrier

55,847
83,286
10,918
150,051
21,642

81,608
83,387
10,789
175,784
24,166

68,931
96,725
9,931
175,587
35,868

62,009
81,124
9,727
152,860
28,492

268,395
344,522
41,365
654,282
110,168

16,208
11,112
–
27,320

(5,678)
2,500
(183)
(3,361)

16,958
12,406
–
29,364

(5,198)
944
(131)
(4,385)

17,519
9,536
–
27,055

8,813
(2,418)
(318)
6,077

117

(367)
$ (3,244) $ (4,752) $ 4,563 $

(1,514)

19,246
10,080
(11,870)
17,456

69,931
43,134
(11,870)(1)
101,195

11,036
(67)
(969)
10,000

8,973
959
(1,601)
8,331

(2,290)
7,710 $

(4,054)
4,277

Basic earnings (loss) per common share:
Diluted earnings (loss) per common share:

$
$

(0.19) $
(0.19) $

(0.28) $
(0.28) $

0.25 $
0.23 $

0.35 $
0.33 $

0.23
0.21(2)

(1) 2010 includes income of $11.9 million net of tax for a special item related to the release of the liability associated with the

2008 de-consolidation of our former Canadian subsidiary.

(2) Quarterly amounts do not total the year to date amount as each period is calculated discretely. The dilutive effect of common
stock equivalents is excluded from per share calculations for the first and second quarters due to a net loss for those periods.

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

Quarterly Results of Operations (Unaudited)

Operating results by quarter for 2009 are as follows:

(In thousands, except per share amount)

First

Second

Third

Fourth

Total

2009
Revenue

Manufacturing
Wheel Services, Refurbishment & Parts
Leasing & Services

$102,717
132,279
21,133
256,129

$145,574
121,681
19,877
287,132

$105,986
120,190
18,272
244,448

$108,219
102,014
20,183
230,416

$ 462,496
476,164
79,465
1,018,125

Cost of revenue

Manufacturing
Wheel Services, Refurbishment & Parts
Leasing & Services

Margin

Other costs

Selling and administrative
Interest and foreign exchange
Special items

Earnings (loss) before income tax and
earnings (loss) from unconsolidated
affiliates

Income tax benefit
Earnings (loss) in earnings (loss) from

unconsolidated affiliates

Net earnings (loss)
Net loss (earnings) attributable to

noncontrolling interest

Net earnings (loss) attributable to Greenbrier

106,923
119,326
11,929
238,178
17,951

152,003
107,427
11,547
270,977
16,155

100,847
104,859
12,049
217,755
26,693

98,960
88,682
10,466
198,108
32,308

15,980
11,771
–
27,751

16,265
9,146
–
25,411

15,886
11,710
55,667
83,263

17,612
13,285
–
30,897

458,733
420,294
45,991
925,018
93,107

65,743
45,912
55,667
167,322

(9,800)
4,906

434
(4,460)

(9,256)
1,698

(56,570)
5,217

(251)
(7,809)

(457)
(51,810)

568

351
$ (3,892) $ (7,458) $ (51,123) $

687

1,411
5,096

(291)
6,216

(74,215)
16,917

(565)
(57,863)

(134)
1,472
6,082 $ (56,391)

Basic earnings (loss) per common share:
Diluted earnings (loss) per common share:

$
$

(0.23) $
(0.23) $

(0.45) $
(0.45) $

(3.04) $
(3.04) $

0.36 $
0.33 $

(3.35)
(3.35)(1)

(1) Quarterly amounts do not total the year to date amount as each period is calculated discretely. The dilutive effect of common
stock equivalents is excluded from per share calculations for the first three quarters and the year ended August 31, 2009 due
to a net loss for those periods.

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders
The Greenbrier Companies, Inc.

We have audited the accompanying consolidated balance sheets of The Greenbrier Companies, Inc. and subsidiaries
(the “Company”) as of August 31, 2010 and 2009, and the related consolidated statements of operations, equity and
comprehensive income (loss), and cash flows for each of the three years in the period ended August 31, 2010. These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position
of The Greenbrier Companies, Inc. and subsidiaries as of August 31, 2010 and 2009, and the results of their
operations and their cash flows for each of the three years in the period ended August 31, 2010, in conformity with
accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), the Company’s internal control over financial reporting as of August 31, 2010, based on the criteria
established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission and our report dated November 10, 2010 expressed an unqualified opinion on the
Company’s internal control over financial reporting.

Portland, Oregon
November 10, 2010

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON

ACCOUNTING AND FINANCIAL DISCLOSURE

None.

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

Item 9a. CONTROLS AND PROCEDURES

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

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

Management’s Report on Internal Control over Financial Reporting

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

As of the end of the Company’s 2010 fiscal year, management conducted an assessment of the effectiveness of the
Company’s internal control over financial reporting based on the framework established in Internal Control —
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO). Based on this assessment, management has determined that the Company’s internal control over
financial reporting as of August 31, 2010 is effective.

Our independent registered public accounting firm, Deloitte & Touche LLP,
independently assessed the
effectiveness of the Company’s internal control over financial reporting, as stated in their attestation report,
which is included at the end of Part II, Item 9A of this Form 10-K.

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

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders
The Greenbrier Companies, Inc.

We have audited the internal control over financial reporting of The Greenbrier Companies, Inc. and subsidiaries
(the “Company”) as of August 31, 2010 based on criteria established in Internal Control — Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is
responsible for maintaining effective internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting, included in the accompanying “Management’s Report
on Internal Control over Financial Reporting”. Our responsibility is to express an opinion on the Company’s internal
control over financial reporting based on our audit.

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

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

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

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting
as of August 31, 2010, based on the criteria established in Internal Control — Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States), the consolidated financial statements as of and for the year ended August 31, 2010 of the Company and our
report dated November 10, 2010 expressed an unqualified opinion on those financial statements.

Portland, Oregon
November 10, 2010

Item 9b. OTHER INFORMATION

None

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE

GOVERNANCE

There is hereby incorporated by reference the information under the captions “Election of Directors” and
“Section 16(a) Beneficial Ownership Reporting Compliance” and “Executive Officers of the Company” in the
Company’s definitive Proxy Statement to be filed pursuant to Regulation 14A, which Proxy Statement is anticipated
to be filed with the Securities and Exchange Commission within 120 days after the end of Registrant’s year ended
August 31, 2010.

Item 11. EXECUTIVE COMPENSATION

There is hereby incorporated by reference the information under the caption “Executive Compensation” in
Registrant’s definitive Proxy Statement to be filed pursuant to Regulation 14A, which Proxy Statement is
anticipated to be filed with the Securities and Exchange Commission within 120 days after the end of
Registrant’s year ended August 31, 2010.

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

There is hereby incorporated by reference the information under the captions “Voting” and “Security Ownership of
Certain Beneficial Owners and Management” in Registrant’s definitive Proxy Statement to be filed pursuant to
Regulation 14A, which Proxy Statement is anticipated to be filed with the Securities and Exchange Commission
within 120 days after the end of Registrant’s year ended August 31, 2010.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND

DIRECTOR INDEPENDENCE

There is hereby incorporated by reference the information under the caption “Certain Relationships and Related
Party Transactions” in Registrant’s definitive Proxy Statement to be filed pursuant to Regulation 14A, which Proxy
Statement is anticipated to be filed with the Securities and Exchange Commission within 120 days after the end of
Registrant’s year ended August 31, 2010.

Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

There is hereby incorporated by reference the information under the caption “Ratification of Appointment of
Auditors” in Registrant’s definitive Proxy Statement to be filed pursuant to Regulation 14A, which Proxy Statement
is anticipated to be filed with the Securities and Exchange Commission within 120 days after the end of the
Registrant’s year ended August 31, 2010.

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

PART IV

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(1) Financial Statements

See Consolidated Financial Statements in Item 8

(a)

(2) Financial Statements Schedule*

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

(a)

(3)

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

3.1

3.2

3.3

3.4

3.5

3.6

3.7

3.8

3.9

4.1

4.2

4.3

4.4

4.5

4.6

Registrant’s Articles of Incorporation are incorporated herein by reference by Exhibit 3.1 to the
Registrant’s Form 10-Q filed April 5, 2006.
Articles of Merger amending the Registrant’s Articles of Incorporation, is incorporated herein by
reference to Exhibit 3.2 to the Registrant’s Form 10-Q filed April 5, 2006.
Registrant’s Bylaws, as amended January 11, 2006, are incorporated herein by reference to
Exhibit 3.3 to the Registrant’s Form 10-Q filed April 5, 2006.
Amendment to the Registrant’s Bylaws dated October 31, 2006, is incorporated herein by reference
to Exhibit 3.1 to the Registrant’s Form 8-K filed November 6, 2006.
Amendment to the Registrant’s Bylaws dated January 8, 2008, is incorporated herein by reference to
Exhibit 3.1 to the Registrant’s Form 8-K filed November 8, 2007.
Amendment to the Registrant’s Bylaws dated April 8, 2008, is incorporated herein by reference to
Exhibit 3.1 to the Registrant’s Form 8-K filed April 11, 2008.
Amendment to the Registrant’s Bylaws dated April 7, 2009, is incorporated herein by reference to
Exhibit 3.1 to the Registrant’s Form 8-K filed April 13, 2009.
Amendment to the Registrant’s Bylaws dated June 8, 2009, is incorporated herein by reference to
Exhibit 3.1 to the Registrant’s Form 8-K filed June 10, 2009.
Amendment to the Registrant’s Bylaws dated June 10, 2009, is incorporated herein by reference to
Exhibit 3.1 to the Registrant’s Form 8-K filed June 12, 2009.
Specimen Common Stock Certificate of Registrant
is incorporated herein by reference to
Exhibit 4.1 to the Registrant’s Registration Statement on Form S-3 filed April 7, 2010 (SEC
File Number 333-165924).
Indenture between the Registrant, AutoStack Corporation, Greenbrier-Concarril, LLC, Greenbrier
Leasing Corporation, Greenbrier Leasing Limited Partner, LLC, Greenbrier Management Services,
LLC, Greenbrier Leasing, L.P., Greenbrier Railcar, Inc., Gunderson, Inc., Gunderson Marine, Inc.,
Gunderson Rail Services, Inc., Gunderson Specialty Products, LLC and U.S. Bank National
Association as Trustee dated May 11, 2005, is incorporated herein by reference to Exhibit 4.1
to the Registrant’s Form 8-K filed May 13, 2005.
Indenture between the Registrant,
the Guarantors named therein and U.S. Bank National
Association as Trustee dated May 22, 2006, is incorporated herein by reference to Exhibit 4.1
to the Registrant’s Form 8-K filed May 25, 2006.
Rights Agreement, dated as of July 13, 2004, between the Registrant and EquiServe Trust Company,
N.A., as Rights Agent, is incorporated herein by reference to Exhibit 4.1 to the Registrant’s
Registration Statement on Form 8-A filed September 16, 2004.
Amendment No. 1, dated November 9, 2004, to the Rights Agreement, dated as of July 13, 2004, is
incorporated herein by reference to Exhibit 4.2 to the Registrant’s Form 8-K filed November 15,
2004.
Amendment No. 2, dated February 5, 2005, to the Rights Agreement, dated as of July 13, 2004, is
incorporated herein by reference to Exhibit 4.3 to the Registrant’s Form 8-K filed February 9, 2005.

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (continued)

4.7

4.8

4.9

10.1

10.2

10.3

10.4

10.5

10.6

10.7

10.8

10.9

10.10

10.11

10.12

Inc., dated November 21, 2005,

Amendment No. 3, dated June 10, 2009, to the Rights Agreement, dated as of July 13, 2004, is
incorporated herein by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed June 12, 2009.
Warrant Agreement, dated June 10, 2009, among the Registrant, WLR Recovery Fund IV, L.P.,
WLR IV Parallel ESC, L.P. and each other holder from time to time party thereto, is incorporated
herein by reference to Exhibit 4.2 to the Registrant’s Form 8-K filed June 12, 2009.
Investor Rights and Restrictions Agreement, dated June 10, 2009, among the Registrant, WLR
Recovery Fund IV, L.P., WLR IV Parallel ESC, L.P., WL Ross & Co. LLC and the other holders
from time to time party thereto, is incorporated herein by reference to Exhibit 4.3 to the Registrant’s
Form 8-K filed June 12, 2009.
Registration Rights Agreement among the Registrant and Banc of America Securities LLC and
Bear, Stearns & Co. Inc., dated May 11, 2005, is incorporated herein by reference to Exhibit 10.1 to
the Registrant’s Form 8-K filed May 13, 2005.
Registration Rights Agreement among the Registrant and Banc of America LLC and Bear,
Stearns & Co.
is incorporated herein by reference to
Exhibit 10.2 to the Registrant’s Form 8-K filed December 1, 2005.
the Guarantors named therein, Bear,
Registration Rights Agreement among the Registrant,
Stearns & Co. Inc. and Banc of America Securities LLC, dated May 22, 2006, is incorporated
herein by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed May 25, 2006.
Purchase Agreement among the Registrant, the Guarantors named therein, Bear, Stearns & Co. Inc.,
and Banc of America Securities LLC, as initial purchasers, and the guaranteeing subsidiaries named
therein, dated May 17, 2006, is incorporated herein by reference to Exhibit 10.1 to the Registrant’s
Form 8-K filed May 18, 2006.
Purchase Agreement among the Registrant and Banc of America Securities LLC and Bear,
Stearns & Co. Inc., as initial purchasers, dated November 16, 2005, is incorporated herein by
reference to Exhibit 10.1 to the Registrant’s Form 8-K filed December 1, 2005.
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.
First Amendment, dated January 8, 2008, to the Amended and Restated Credit Agreement, dated as
of November 7, 2006, is incorporated herein by reference to Exhibit 10.3 to the Registrant’s
Form 10-Q filed April 9, 2009.
Second Amendment, dated May 8, 2008, to the Amended and Restated Credit Agreement, dated as
of November 7, 2006, is incorporated herein by reference to Exhibit 10.4 to the Registrant’s
Form 10-Q filed April 9, 2009.
Third Amendment, dated September 26, 2008, to the Amended and Restated Credit Agreement,
dated as of November 7, 2006, is incorporated herein by reference to Exhibit 10.2 to the Registrant’s
Form 8-K filed June 12, 2009
Fourth Amendment, dated June 10, 2009, to the Amended and Restated Credit Agreement, dated as
of November 7, 2006, is incorporated herein by reference to Exhibit 10.4 to the Registrant’s
Form 8-K filed June 12, 2009.
Fifth Amendment, dated July 20, 2010, to the Amended and Restated Credit Agreement, dated as of
November 7, 2006.
Sixth Amendment, dated September 8, 2010, to the Amended and Restated Credit Agreement,
dated as of November 7, 2006.

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (continued)

10.13

Credit Agreement dated June 10, 2009 among the Registrant, WLR Recovery Fund IV, L.P. and
WLR IV Parallel ESC, L.P. as holders, the other holders party thereto, and WL Ross and Co. LLC,
as administrative agent, is incorporated herein by reference to Exhibit 10.1 to the Registrant’s
Form 8-K filed June 12, 2009.

10.14* Employment Agreement dated April 7, 2006 between Mr. Mark Rittenbaum and Registrant, is
incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed April 13, 2006.
10.15* Amendment dated June 24, 2008 to Employment Agreement dated April 7, 2006 between Mark
Rittenbaum and Registrant, is incorporated herein by reference to Exhibit 10.7 to the Registrant’s
Form 10-K filed November 10, 2008.

10.16* Employment Agreement dated April 20, 2005 between the Registrant and Mr. William A. Furman,
is incorporated herein by reference herein to Exhibit 10.1 to the Registrant’s Form 8-K filed
April 20, 2005.

10.17* Amendment dated May 11, 2006 to Employment Agreement between Mr. William A. Furman and
Registrant dated April 20, 2005, is incorporated by reference herein to Exhibit 10.1 to the
Registrant’s Form 8-K filed May 12, 2006.

10.18* Amendment dated November 1, 2006 to Employment Agreement between the Registrant and
Mr. William A. Furman dated April 20, 2005 is incorporated herein by reference to Exhibit 10.1 of
the Registrant’s Form 8-K filed November 6, 2006.

10.19* Amendment dated June 5, 2008 to Employment Agreement between the Registrant and William A.
Furman, is incorporated herein by reference to Exhibit 10.11 to the Registrant’s Form 10-K filed
November 10, 2008.

10.20* Amendment dated April 6, 2009 to Employment Agreement between the Registrant and William A.
Furman, is incorporated herein by reference to Exhibit 10.5 to the Registrant’s Form 10-Q filed
April 9, 2009.

10.23*

10.21* Employment Agreement dated May 11, 2006 between Robin Bisson and Registrant, is incorporated
herein by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed May 12, 2006.
10.22* Employment Agreement dated June 26, 2007 between Timothy A. Stuckey and Registrant, is
incorporated herein by reference to Exhibit 10.13 to the Registrant’s Form 10-K filed November 10,
2008.
2007 Restated Greenbrier Leasing Corporation’s Manager Owned Target Benefit Plan,
is
incorporated herein by reference to Exhibit 10.14 to the Registrant’s Form 10-K filed
November 10, 2008.
Form of Agreement concerning Indemnification and Related Matters (Directors) between
Registrant and its directors,
is incorporated herein by reference to Exhibit 10.15 to the
Registrant’s Form 10-K filed November 10, 2008.
Form of Agreement concerning Indemnification and Related Matters (Officers) between Registrant
and its officers, is incorporated herein by reference to Exhibit 10.16 to the Registrant’s Form 10-K
filed November 10, 2008.

10.24

10.25

10.26* Stock Incentive Plan — 2000, dated as of April 6, 1999 is incorporated herein by reference to
Exhibit 10.23 to the Registrant’s Annual Report on Form 10-K filed November 24, 1999.
10.27* Amendment No. 1 to the Stock Incentive Plan — 2000, is incorporated herein by reference to

Exhibit 10.1 to the Registrant’s Form 10-Q filed April 11, 2001.

10.28* Amendment No. 2 to the Stock Incentive Plan — 2000, is incorporated herein by reference to

Exhibit 10.2 to the Registrant’s Form 10-Q filed April 11, 2001.

10.29* Amendment No 3 to the Stock Incentive Plan — 2000, is incorporated herein by reference to

Exhibit 10.25 to the Registrant’s Form 10-K filed November 27, 2002.

10.30* Employment Agreement dated April 7, 2008 between James T. Sharp and Registrant,

is
incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed April 11, 2008.
10.31* Amendment dated June 26, 2008 to Employment Agreement dated April 7, 2008 between James T.
Sharp and Registrant, is incorporated herein by reference to Exhibit 10.23 to the Registrant’s
Form 10-K filed November 10, 2008.

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (continued)

10.32* Employment Agreement dated April 6, 2009 between Alejandro Centurion and Registrant, is
incorporated herein by reference to Exhibit 10.6 to the Registrant’s Form 10-Q dated April 9, 2009.
10.33* Form of Employee Restricted Share Agreement (5 year vesting) related to the 2005 Stock Incentive
Plan, is incorporated herein by reference to Exhibit 10.24 to the Registrant’s Form 10-K filed
November 10, 2008.

10.34* Form of Employee Restricted Share Agreement (time and performance vesting) related to the 2005
Stock Incentive Plan, is incorporated herein by reference to Exhibit 10.25 to the Registrant’s
Form 10-K filed November 10, 2008.

10.35* Form of Change of Control Agreement for Senior Managers, is incorporated herein by reference to

Exhibit 10.26 to the Registrant’s Form 10-K filed November 10, 2008.

10.36* Form of Amendment dated as of March 1, 2009 to Employment Agreements between Registrant and
certain of Registrant’s Executive Officers, is incorporated herein by reference to Exhibit 10.1 to the
Registrant’s Form 10-Q filed April 9, 2009.
2009 Employee Stock Purchase Plan, is incorporated herein by reference to Appendix B to the
Registrant’s Proxy Statement on Schedule 14A filed November 25, 2008.

10.37*

10.38* First Amendment to 2009 Employee Stock Purchase Plan dated April 5, 2010, is incorporated herein

10.39*

by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed July 7, 2010.
2005 Stock Incentive Plan is incorporated herein by reference to Appendix C to the Registrant’s
Proxy Statement on Schedule 14A filed November 24, 2004.

10.40* Amendment No. 1 dated June 30, 2005 to the 2005 Stock Incentive Plan, is incorporated herein by
reference to Exhibit 10.36 to the Registrant’s Annual Report on Form 10-K filed November 4, 2005.
10.41* Amendment No. 2 dated April 3, 2007 to the 2005 Stock Incentive Plan, is incorporated herein by

reference to Exhibit 10.1 of the Registrant’s Form 10-Q filed July 10, 2007.

10.43

10.45

10.46

10.44

10.42* Amendment No. 3 dated November 6, 2008 to the 2005 Stock Incentive Plan, is incorporated herein
by reference to Appendix C to the Registrant’s Proxy Statement on Schedule 14A filed
November 25, 2008.
Stock purchase agreement among Gunderson Rail Services LLC and Meridian Rail Holdings Corp.
dated October 15, 2006 and incorporated herein by reference to Exhibit 10.34 of the Registrant’s
Annual Report on Form 10-K filed November 2, 2006.
Asset Purchase Agreement among Gunderson Rail Services LLC, American Allied Railway
Equipment Co., Inc., and American Allied Freight Car Co., Inc. dated January 24, 2008, is
incorporated herein by reference to Exhibit 2.1 of the Registrant’s Form 8-K filed April 3, 2008.
Railcar Remarketing and Management Agreement among Greenbrier Management Services, LLC
and WL Ross-Greenbrier Rail I LLC dated as of April 29, 2010, is incorporated herein by reference
to Exhibit 10.1 of the Registrant’s Form 8-K filed May 3, 2010.**
Advisory Services Agreement between Greenbrier Leasing Company LLC and WLR-Greenbrier
Rail Inc. dated as of April 29, 2010, is incorporated herein by reference to Exhibit 10.2 of the
Registrant’s Form 8-K filed May 3, 2010.**
Contract Placement Agreement between Greenbrier Leasing Company LLC and WLR-Greenbrier
Rail Inc. dated as of April 29, 2010, is incorporated herein by reference to Exhibit 10.3 of the
Registrant’s Form 8-K filed May 3, 2010.**
Syndication Agreement between Greenbrier Leasing Company LLC and WLR-Greenbrier Rail Inc.
dated as of April 29, 2010, is incorporated herein by reference to Exhibit 10.4 of the Registrant’s
Form 8-K filed May 3, 2010.**
Amendment to Syndication Agreement between Greenbrier Leasing Company LLC and WLR-
Greenbrier Rail Inc., dated as of August 18, 2010, is incorporated herein by reference to
Exhibit 10.1 of the Registrant’s Form 8-K filed August 20, 2010.
Line of Credit Participation Letter Agreement between Greenbrier Leasing Company LLC and
WLR-Greenbrier Rail Inc. dated as of April 29, 2010, is incorporated herein by reference to
Exhibit 10.5 of the Registrant’s Form 8-K filed May 3, 2010.**

10.47

10.48

10.50

10.49

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (continued)

10.51

10.52

14.1

21.1
23.1
31.1
31.2
32.1

32.2

Guaranty of Greenbrier Leasing Company LLC dated as of April 29, 2010, is incorporated herein by
reference to Exhibit 10.6 of the Registrant’s Form 8-K filed May 3, 2010.**
Guaranty of the Greenbrier Companies, Inc., dated as of August 18, 2010, is incorporated herein by
reference to Exhibit 10.2 of the Registrant’s Form 8-K filed August 20, 2010.
Code of Business Conduct and Ethics, is incorporated herein by reference to Exhibit 14.1 of the
Registrant’s Form 8-K filed January 13, 2010.
List of the subsidiaries of the Registrant
Consent of Deloitte & Touche LLP, independent auditors
Certification pursuant to Rule 13(a) — 14(a)
Certification pursuant to Rule 13(a) — 14(a)
Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.

* Management contract or compensatory plan or arrangement

** Certain confidential information contained in these Exhibits was omitted by means of redacting a portion of the text and replacing it with
brackets and asterisks ([***]). These Exhibits have been filed separately with the SEC without the redaction and have been granted
confidential treatment by the Securities and Exchange Commission pursuant to a Confidential Treatment Request under Rule 24b-2 of the
Securities Exchange Act of 1934, as amended.

Note: For all exhibits incorporated by reference, unless otherwise noted above, the SEC file number is 001-13146.

CERTIFICATIONS

The Company filed the required 303A.12(a) New York Stock Exchange Certification of its Chief Financial Officer
with the New York Stock Exchange with no qualifications following the 2010 Annual Meeting of Shareholders and
the Company filed as an exhibit to its Annual Report on Form 10-K for the year ended August 31, 2009, as filed with
the Securities and Exchange Commission, a Certification of the Chief Executive Officer and a Certification of the
Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002.

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

THE GREENBRIER COMPANIES, INC.

Dated: November 10, 2010

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

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

Signature

/s/ Benjamin R. Whiteley
Benjamin R. Whiteley, Chairman of the Board

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

/s/ Graeme Jack
Graeme Jack, Director

/s/ Duane C. McDougall
Duane McDougall, Director

/s/ Victoria McManus
Victoria McManus, Director

/s/ A. Daniel O’Neal
A. Daniel O’Neal, Director

/s/ Wilbur L. Ross
Wilbur L. Ross, Jr., Director

/s/ Charles J. Swindells
Charles J. Swindells, Director

/s/ Wendy L. Teramoto
Wendy L. Teramoto, Director

/s/ C. Bruce Ward
C. Bruce Ward, Director

/s/ Donald A. Washburn
Donald A. Washburn, Director

/s/ Mark J. Rittenbaum
Mark J. Rittenbaum, Executive Vice
President And Chief Financial Officer (Principal
Financial Officer)

James W. Cruckshank

/s/
James W. Cruckshank, Senior Vice
President And Chief Accounting Officer
(Principal Accounting Officer)

Date

November 10, 2010

November 10, 2010.

November 10, 2010

T h e G r e e n b r i e r C o m p a n i e s 2 0 1 0 A n n u a l R e p o r t

Investor Information

Corporate Ofﬁ ces:

The Greenbrier Companies, Inc.
One Centerpointe Drive, Suite 200
Lake Oswego, Oregon 97035
503.684.7000
www.gbrx.com

Annual Stockholders’ Meeting:

Friday, January 7, 2011, 2:00 p.m.
Benson Hotel
309 SW Broadway
Portland, Oregon

Financial Information:

Requests for copies of this annual report and other
ﬁ nancial information should be made to:

Investor Relations
The Greenbrier Companies, Inc.
One Centerpointe Drive, Suite 200
Lake Oswego, Oregon 97035
E-mail: investor.relations@gbrx.com
503.684.7000

Legal Counsel:

Tonkon Torp LLP
Portland, Oregon

Independent Auditors:

Deloitte & Touche LLP
Portland, Oregon

Transfer Agent:

Computershare Trust Company, N.A.
PO Box 43078
Providence, Rhode Island 02940-3078

Greenbrier’s Transfer Agent maintains stockholder
records, issues stock certiﬁ cates and distributes dividends.
Requests concerning these matters should be directed to
Computershare Trust Company, N.A.

Directors

Ofﬁ cers

Benjamin R. Whiteley(1)(2)(3)
Chairman of the Board
Independent Director

William A. Furman
Director

Graeme A. Jack(1)(2)
Independent Director

Duane C. McDougall(1)(2)(3)
Independent Director

Victoria McManus(3)
Independent Director

A. Daniel O’Neal, Jr.
Director

Wilbur L. Ross, Jr.
Director

Charles J. Swindells(1)(2)(3)
Independent Director

Wendy L. Teramoto
Director

C. Bruce Ward
Director

Donald A. Washburn (1) (2)(3)
Independent Director

Victor G. Atiyeh
Director Emeritus

(1) Member of Audit Committee
(2) Member of Compensation Committee
(3) Member of Nominating and
Corporate Governance Committee

William A. Furman
President
Chief Executive Ofﬁ cer

Martin R. Baker
Senior Vice President
Chief Compliance Ofﬁ cer and General Counsel

Alejandro Centurion
President
Greenbrier North American Manufacturing Operations

Sherrill A. Corbett
Corporate Secretary

James W. Cruckshank
Senior Vice President
Chief Accounting Ofﬁ cer

William G. Glenn
Senior Vice President
Chief Commercial Ofﬁ cer and Strategic Planning

Lorie L. Leeson
Vice President
Corporate Finance and Treasurer

Maren J. Malik
Vice President
Administration

Anne T. Manning
Vice President
Corporate Controller

Mark J. Rittenbaum
Executive Vice President
Chief Financial Ofﬁ cer

James T. Sharp
President
Greenbrier Leasing Company

Timothy A. Stuckey
President
Greenbrier Rail Services

To our Shareholders, Customers, Employees and Suppliers:

The Greenbrier Companies Locations

William A. Furman
President and
Chief Executive Ofﬁ cer

Economic forces continued to impede our proﬁ t and EBITDA goals in ﬁ scal 2010.

Front Cover: Tony Veditz,
Gunderson, LLC



Offices



Parts

(cid:141)

Repair

Lake Oswego, OR (Headquarters)
Birmingham, AL
Boulder, CO
Beavercreek, OH
Fort Worth, TX
Leipzig, Germany

(cid:74)

Freight Car Manufacturing

Frontera, Mexico (joint Venture)
Portland, Oregon
Swidnica, Poland
Sahagun, Mexico

Alliance, OH (joint venture)
Peoria, IL
Portland, OR
Red Oak, IA
Youngstown, OH

Wheels

Chicago Heights, IL
Concarril - Sahagun, MX
Corsicana, TX
Elizabethtown, KY
Kansas City, KS
Lewistown, PA
Macon, GA
Mexico City, MX
Pine Bluff, AR
Portland, OR
San Bernardino, CA
Tacoma, WA

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2010 ANNUAL REPORT

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