GREENBRIER COMPANIES INC (Form: 10-Q, Received: 07/01/2015 13:28:14)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

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

for the quarterly period ended May 31, 2015

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

for the transition period from to

Commission File No. 1-13146

THE GREENBRIER COMPANIES, INC.

(Exact name of registrant as specified in its charter)

Oregon

93-0816972

(State of

Incorporation)

(I.R.S. Employer

Identification No.)

One Centerpointe Drive, Suite 200, Lake Oswego, OR 97035

(Address of principal executive offices) (Zip Code)

(503) 684-7000

(Registrant’s telephone number, including area code)

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

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

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 definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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

The number of shares of the registrant’s common stock, without par value, outstanding on June 25, 2015 was 29,400,115 shares.

THE GREENBRIER COMPANIES, INC.

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 Quarterly Report on Form 10-Q. 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:

•

availability of financing sources and borrowing base for working capital, other business development activities, capital spending and leased railcars for syndication (sale of railcars with lease attached);

•

ability to renew, maintain or obtain sufficient credit facilities and financial guarantees on acceptable terms;

•

ability to utilize beneficial tax strategies;

•

ability to grow our businesses;

•

ability to obtain lease and sales contracts which provide adequate protection against changes in interest rates and increased costs of materials and components;

•

ability to obtain adequate insurance coverage at acceptable rates;

•

ability to convert backlog of railcar orders and lease commitments;

•

ability to obtain adequate certification and licensing of products; and

•

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

The following factors, among others, could cause actual results or outcomes to differ materially from the forward-looking statements:

•

fluctuations in demand for newly manufactured railcars or marine barges;

•

fluctuations in demand for wheels, repair & parts;

•

delays in receipt of orders, risks that contracts may be canceled or modified during their term, not renewed, may be unenforceable or breached by the customer 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;

•

U.S., Mexican and other global political or security conditions including such matters as terrorism, war, civil disruption and crime;

•

sovereign risk related to international governments that includes, but is not limited to, governments stopping payments or repudiating their contracts, nationalizing private businesses and assets or altering foreign exchange regulations;

•

growth or reduction in the surface transportation industry;

•

ability to maintain good relationships with our labor force, third party labor providers and collective bargaining units representing our direct and indirect labor force;

•

ability to maintain good relationships with our customers and suppliers;

•

ability to renew or replace expiring customer contracts on satisfactory terms;

•

ability to obtain and execute suitable contracts for leased railcars for syndication;

•

steel and specialty component price fluctuations and availability, scrap surcharges, steel scrap prices and other commodity price fluctuations and availability and their impact on product demand and margin;

•

delay or failure of acquired businesses or joint ventures, assets, start-up operations, or new products or services to compete successfully;

•

changes in product mix and the mix of revenue levels among reporting segments;

THE GREENBRIER COMPANIES, INC.

•

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, inefficiencies associated with expansion or the start-up of production lines and new facilities or increased production rates, equipment failures, changing technologies, transfer of production between facilities or non-performance of alliance partners, subcontractors or suppliers;

•

lower than anticipated lease renewal rates, earnings on utilization based leases or residual values for leased equipment;

•

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

•

physical damage, business interruption or product or service liability claims that exceed our insurance coverage;

•

commencement of and ultimate resolution or outcome of pending or future litigation and investigations;

•

natural disasters or severe weather patterns that may affect either us, our suppliers or our customers;

•

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 or write-downs in carrying value of inventory, goodwill, intangibles 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 or failures to act by various regulatory agencies including potential environmental remediation obligations or changing tank car or other rail car regulation;

•

changes in commodity prices, including oil and gas;

•

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 at a reasonable cost and with reasonable terms of employment;

•

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 joint ventures or acquired businesses;

•

discovery of previously unknown liabilities associated with acquired businesses;

•

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

•

the impact of cybersecurity risks and the costs of mitigating and responding to a data security breach;

•

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;

•

financial impacts from currency fluctuations and currency hedging activities in our worldwide operations;

•

changes in legislation and increased costs related to health care; and

•

fraud, misconduct by employees and potential exposure to liabilities under the Foreign Corrupt Practices Act and other anti-corruption laws and regulations.

THE GREENBRIER COMPANIES, INC.

Any forward-looking statements should be considered in light of these factors. Words such as “anticipates,” “believes,” “forecast,” “potential,” “goal,” “contemplates,” “expects,” “intends,” “plans,” “projects,” “hopes,” “seeks,” “estimates,” “strategy,” “could,” “would,” “should,” “likely,” “will,” “may,” “can,” “designed to,” “future,” “foreseeable future” and similar expressions 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 31 ^st unless otherwise noted.

THE GREENBRIER COMPANIES, INC.

PART I. FINANCIAL INFORMATION

Item 1.

Condensed Financial Statements

Consolidated Balance Sheets

(In thousands, unaudited)


	May 31, 2015			August 31, 2014
Assets
Cash and cash equivalents	$	122,783		$	184,916
Restricted cash		8,912			20,140
Accounts receivable, net		214,890			199,679
Inventories		426,655			305,656
Leased railcars for syndication		213,197			125,850
Equipment on operating leases, net		257,962			258,848
Property, plant and equipment, net		285,570			243,698
Investment in unconsolidated affiliates		91,217			69,359
Goodwill		43,265			43,265
Intangibles and other assets, net		62,664			65,757

	$	1,727,115		$	1,517,168

Liabilities and Equity
Revolving notes	$	92,507		$	13,081
Accounts payable and accrued liabilities		405,544			383,289
Deferred income taxes		75,572			81,383
Deferred revenue		24,209			20,603
Notes payable		346,279			445,091
Commitments and contingencies (Note 13)
Equity:
Greenbrier
Preferred stock - without par value; 25,000 shares authorized; none outstanding		—			—
Common stock - without par value; 50,000 shares authorized; 28,925 and 27,364 shares outstanding at May 31, 2015 and August 31, 2014		—			—
Additional paid-in capital		293,407			235,763
Retained earnings		396,250			282,559
Accumulated other comprehensive loss		(17,261	)		(6,932	)

Total equity – Greenbrier		672,396			511,390
Noncontrolling interest		110,608			62,331

Total equity		783,004			573,721

	$	1,727,115		$	1,517,168

The accompanying notes are an integral part of these financial statements

THE GREENBRIER COMPANIES, INC.

Consolidated Statements of Income

(In thousands, except per share amounts, unaudited)


	Three Months Ended May 31,						Nine Months Ended May 31,
	2015			2014			2015			2014
Revenue
Manufacturing	$	593,376		$	425,583		$	1,478,566		$	1,132,811
Wheels & Parts		97,407			140,663			286,671			390,604
Leasing & Services		23,823			27,039			74,576			62,441

		714,606			593,285			1,839,813			1,585,856
Cost of revenue
Manufacturing		465,658			351,829			1,184,922			969,841
Wheels & Parts		89,645			129,825			259,285			365,740
Leasing & Services		10,017			14,856			32,942			34,090

		565,320			496,510			1,477,149			1,369,671
Margin		149,286			96,775			362,664			216,185
Selling and administrative expense		45,595			34,800			112,223			89,034
Net gain on disposition of equipment		(720	)		(5,619	)		(924	)		(14,686	)
Restructuring charges		—			56			—			1,475

Earnings from operations		104,411			67,538			251,365			140,362
Other costs
Interest and foreign exchange		4,285			5,437			9,355			14,280

Earnings before income taxes and earnings from unconsolidated affiliates		100,126			62,101			242,010			126,082
Income tax expense		(30,783	)		(16,303	)		(76,209	)		(36,708	)

Earnings before earnings from unconsolidated affiliates		69,343			45,798			165,801			89,374
Earnings from unconsolidated affiliates		982			298			1,552			272

Net earnings		70,325			46,096			167,353			89,646
Net earnings attributable to noncontrolling interest		(27,514	)		(12,508	)		(41,405	)		(25,083	)

Net earnings attributable to Greenbrier	$	42,811		$	33,588		$	125,948		$	64,563

Basic earnings per common share	$	1.54		$	1.20		$	4.58		$	2.29
Diluted earnings per common share	$	1.33		$	1.03		$	3.91		$	2.01
Weighted average common shares:
Basic		27,842			27,956			27,514			28,223
Diluted		33,000			34,001			33,262			34,268
Dividends declared per common share	$	0.15		$	—		$	0.45		$	—

The accompanying notes are an integral part of these financial statements

THE GREENBRIER COMPANIES, INC.

Consolidated Statements of Comprehensive Income

(In thousands, unaudited)


	Three Months Ended May 31,						Nine Months Ended May 31,
	2015			2014			2015			2014
Net earnings	$	70,325		$	46,096		$	167,353		$	89,646
Other comprehensive income
Translation adjustment		(1,299	)		80			(10,990	)		3,402
Reclassification of derivative financial instruments recognized in net earnings ¹		(254	)		4			417			321
Unrealized gain (loss) on derivative financial instruments ²		107			(659	)		(7	)		454
Other (net of tax effect)		93			(4	)		99			(3	)

		(1,353	)		(579	)		(10,481	)		4,174

Comprehensive income		68,972			45,517			156,872			93,820
Comprehensive income attributable to noncontrolling interest		(27,497	)		(12,501	)		(41,253	)		(25,137	)

Comprehensive income attributable to Greenbrier	$	41,475		$	33,016		$	115,619		$	68,683

¹	Net of tax of effect of $0.04 million and $0.1 million for the three months ended May 31, 2015 and 2014 and $0.4 million and $0.4 million for the nine months ended May 31, 2015 and 2014.

²	Net of tax of effect of $0.1 million and $0.5 million for the three months ended May 31, 2015 and 2014 and $0.6 million and $0.2 million for the nine months ended May 31, 2015 and 2014.

The accompanying notes are an integral part of these financial statements

THE GREENBRIER COMPANIES, INC.

Consolidated Statements of Equity

(In thousands, unaudited)


	Attributable to Greenbrier
	Common Stock Shares			Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total Attributable to Greenbrier			Attributable to Noncontrolling Interest			Total Equity
Balance September 1, 2014		27,364		$	235,763		$	282,559		$	(6,932	)	$	511,390		$	62,331		$	573,721
Net earnings		—			—			125,948			—			125,948			41,405			167,353
Other comprehensive loss, net		—			—			—			(10,329	)		(10,329	)		(152	)		(10,481	)
Noncontrolling interest adjustments		—			—			—			—			—			20,371			20,371
Purchase of noncontrolling interest		—			—			—			—			—			(80	)		(80	)
Joint venture partner distribution declared		—			—			—			—			—			(13,267	)		(13,267	)
Restricted stock awards (net of cancellations)		(19	)		22,600			—			—			22,600			—			22,600
Unamortized restricted stock		—			(24,394	)		—			—			(24,394	)		—			(24,394	)
Restricted stock amortization		—			13,176			—			—			13,176			—			13,176
Excess tax benefit from restricted stock awards		—			2,964			—			—			2,964			—			2,964
Conversion of convertible notes, net of debt issuance costs		2,471			91,749			—			—			91,749			—			91,749
Cash dividends		—			—			(12,257	)		—			(12,257	)		—			(12,257	)
Repurchase of stock		(891	)		(48,451	)		—			—			(48,451	)		—			(48,451	)

Balance May 31, 2015		28,925		$	293,407		$	396,250		$	(17,261	)	$	672,396		$	110,608		$	783,004


	Attributable to Greenbrier
	Common Stock Shares			Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total Attributable to Greenbrier			Attributable to Noncontrolling Interest			Total Equity
Balance September 1, 2013		28,084		$	259,864		$	174,842		$	(6,504	)	$	428,202		$	28,625		$	456,827
Net earnings		—			—			64,563			—			64,563			25,083			89,646
Other comprehensive income, net		—			—			—			4,120			4,120			54			4,174
Noncontrolling interest adjustments		—			—			—			—			—			2,953			2,953
Investment by joint venture partner		—			—			—			—			—			419			419
Joint venture partner distribution declared		—			—			—			—			—			(5,077	)		(5,077	)
Restricted stock awards (net of cancellations and expense)		46			11,599			—			—			11,599			—			11,599
Unamortized restricted stock		—			(12,610	)		—			—			(12,610	)		—			(12,610	)
Restricted stock amortization		—			6,455			—			—			6,455			—			6,455
Excess tax benefit from restricted stock awards		—			109			—			—			109			—			109
Repurchase of stock		(641	)		(26,293	)		—			—			(26,293	)		—			(26,293	)

Balance May 31, 2014		27,489		$	239,124		$	239,405		$	(2,384	)	$	476,145		$	52,057		$	528,202

The accompanying notes are an integral part of these financial statements

THE GREENBRIER COMPANIES, INC.

Consolidated Statements of Cash Flows

(In thousands, unaudited)


	Nine Months Ended May 31,
	2015			2014
Cash flows from operating activities
Net earnings	$	167,353		$	89,646
Adjustments to reconcile net earnings to net cash provided by operating activities:
Deferred income taxes		(5,245	)		(6,745	)
Depreciation and amortization		33,258			30,824
Net gain on disposition of equipment		(924	)		(14,686	)
Stock based compensation expense		13,176			6,454
Noncontrolling interest adjustments		20,371			2,953
Other		1,008			388
Increase in assets:
Accounts receivable, net		(8,769	)		(26,226	)
Inventories		(124,906	)		(21,722	)
Leased railcars for syndication		(90,914	)		(25,420	)
Other		(1,666	)		(2,491	)
Increase in liabilities:
Accounts payable and accrued liabilities		23,135			36,507
Deferred revenue		3,680			12,258

Net cash provided by operating activities		29,557			81,740

Cash flows from investing activities
Proceeds from sales of assets		4,628			39,515
Capital expenditures		(75,892	)		(34,522	)
Decrease (increase) in restricted cash		228			(661	)
Investment in and advances to unconsolidated affiliates		(29,923	)		(1,253	)
Other		715			—

Net cash provided by (used in) investing activities		(100,244	)		3,079

Cash flows from financing activities
Net change in revolving notes with maturities of 90 days or less		73,000			—
Proceeds from revolving notes with maturities longer than 90 days		42,563			34,674
Repayments of revolving notes with maturities longer than 90 days		(36,137	)		(64,801	)
Proceeds from issuance of notes payable		—			200,000
Repayments of notes payable		(5,504	)		(126,821	)
Debt issuance costs		—			(382	)
Repurchase of stock		(48,451	)		(26,293	)
Dividends		(12,069	)		—
Decrease in restricted cash		11,000			—
Cash distribution to joint venture partner		(12,489	)		(3,109	)
Investment by joint venture partner		—			419
Excess tax benefit from restricted stock awards		2,964			109
Other		(248	)		—

Net cash provided by financing activities		14,629			13,796

Effect of exchange rate changes		(6,075	)		2,442
Increase (decrease) in cash and cash equivalents		(62,133	)		101,057
Cash and cash equivalents
Beginning of period		184,916			97,435

End of period	$	122,783		$	198,492

Cash paid during the period for
Interest	$	13,509		$	12,816
Income taxes, net	$	87,829		$	41,643
Non-cash activity
Conversion of convertible notes, net of debt issuance costs	$	91,749		$	—
Dividends declared and accrued in Accounts payable and accrued liabilities	$	188		$	—
Transfer from Leased railcars for syndication to Equipment on operating leases, net	$	3,313		$	—
Capital expenditures accrued in Accounts payable and accrued liabilities	$	2,304		$	—
Transfer of Inventories to Leased railcars for syndication	$	—		$	2,691

The accompanying notes are an integral part of these financial statements

THE GREENBRIER COMPANIES, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1 – Interim Financial Statements

The Condensed Consolidated Financial Statements of The Greenbrier Companies, Inc. and Subsidiaries (Greenbrier or the Company) as of May 31, 2015 and for the three and nine months ended May 31, 2015 and 2014 have been prepared without audit and reflect all adjustments (consisting of normal recurring accruals) that, in the opinion of management, are necessary for a fair presentation of the financial position, operating results and cash flows for the periods indicated. The results of operations for the three and nine months ended May 31, 2015 are not necessarily indicative of the results to be expected for the entire year ending August 31, 2015.

Certain notes and other information have been condensed or omitted from the interim financial statements presented in this Quarterly Report on Form 10-Q. Therefore, these financial statements should be read in conjunction with the Consolidated Financial Statements contained in the Company’s 2014 Annual Report on Form 10-K.

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

Prospective Accounting Changes – In May 2014, the Financial Accounting Standards Board (FASB) and International Accounting Standards Board (IASB) jointly issued a converged standard on the recognition of revenue from contracts with customers. The issued guidance converges the criteria for reporting revenue, as well as requiring disclosures sufficient to describe the nature, amount, timing, and uncertainty of revenue and cash flows arising from these contracts. Companies can transition to the standard either retrospectively or as a cumulative effective adjustment as of the date of adoption. The Company plans to adopt this guidance beginning September 1, 2017. The Company is evaluating the impact of this standard as well as its method of adoption on its consolidated financial statements and disclosures.

In April 2015, the FASB issued Accounting Standards Update 2015-03, Simplifying the Presentation of Debt Issuance Costs (ASU 2015-03). The FASB issued this update to simplify the presentation of debt issuance costs related to a recognized debt liability to present the debt issuance costs as a direct deduction from the carrying value of the debt liability rather than showing the debt issuance costs as an asset. The guidance is limited to the presentation of debt issuance costs and does not impact the recognition and measurement. The new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2015 with early adoption permitted and is required to be applied on a retrospective basis. The Company plans to adopt ASU 2015-03 beginning September 1, 2016. As the adoption of this new accounting standard will only amend presentation and disclosure requirements, the adoption will not affect the Company’s financial position or results of operations.

Share Repurchase Programs – In October 2013, the Board of Directors authorized the Company to repurchase up to $50 million of the Company’s common stock. The Company completed this share repurchase program in October 2014. In October 2014, the Board of Directors authorized a new share repurchase program for the Company to repurchase up to an additional $50 million of the Company’s common stock. In January 2015, the Board of Directors authorized a $25 million increase to the October 2014 share repurchase program, bringing the total to $75 million. The new share repurchase program expires June 30, 2016, but may be modified, suspended or discontinued at any time without prior notice. Under the share repurchase programs, shares of common stock may be purchased on the open market or through privately negotiated transactions from time-to-time. The timing and amount of purchases will be based upon market conditions, securities law limitations and other factors. The share repurchase programs do not obligate the Company to acquire any specific number of shares in any period.

THE GREENBRIER COMPANIES, INC.

During the three and nine months ended May 31, 2015, the Company purchased a total of 28,363 and 891,041 shares for approximately $1.5 million and $48.5 million, respectively, under these share repurchase programs. As of May 31, 2015 the Company had $42.1 million available under the $75 million share repurchase program.

Note 2 – Inventories

Inventories are valued at the lower of cost (first-in, first-out) or market. Work-in-process includes material, labor and overhead. The following table summarizes the Company’s inventory balance:


(In thousands)	May 31, 2015			August 31, 2014
Manufacturing supplies and raw materials	$	323,164		$	235,903
Work-in-process		62,668			48,853
Finished goods		44,143			23,766
Excess and obsolete adjustment		(3,320	)		(2,866	)

	$	426,655		$	305,656

Note 3 – Intangibles and Other Assets, net

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 and other assets balance:


(In thousands)	May 31, 2015			August 31, 2014
Intangible assets subject to amortization:
Customer relationships	$	65,023		$	65,023
Accumulated amortization		(32,886	)		(30,282	)
Other intangibles		3,426			3,699
Accumulated amortization		(3,084	)		(3,156	)

		32,479			35,284
Intangible assets not subject to amortization		912			912
Nonqualified savings plan investments		12,666			10,223
Prepaid and other assets		12,063			11,736
Debt issuance costs, net		4,544			7,602

Total Intangible and other assets, net	$	62,664		$	65,757

Amortization expense for the three and nine months ended May 31, 2015 was $0.9 million and $2.7 million and for the three and nine months ended May 31, 2014 was $1.0 million and $3.6 million. Amortization expense for the years ending August 31, 2015, 2016, 2017, 2018 and 2019 is expected to be $3.6 million, $3.6 million, $3.6 million, $3.4 million and $3.4 million.

THE GREENBRIER COMPANIES, INC.

Note 4 – Revolving Notes

Senior secured credit facilities, consisting of three components, aggregated to $346.2 million as of May 31, 2015.

As of May 31, 2015, a $290.0 million revolving line of credit, maturing June 2016, secured by substantially all the Company’s assets in the U.S. not otherwise pledged as security for term loans, was available to provide working capital and interim financing of equipment, principally for the U.S. and Mexican operations. Advances under this facility bear interest at LIBOR plus 2.25% or Prime plus 1.25% depending on the type of borrowing. 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 fixed charges coverage ratios.

As of May 31, 2015, lines of credit totaling $16.2 million secured by certain of the Company’s European assets, with various variable rates that range from Warsaw Interbank Offered Rate (“WIBOR”) plus 1.2% to WIBOR plus 1.3%, 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 February 2016 through June 2017.

The Company’s Mexican joint venture has two lines of credit totaling $40.0 million. The first line of credit provides up to $10.0 million and is secured by certain of the joint venture’s accounts receivable and inventory. Advances under this facility bear interest at LIBOR plus 2.5%. The Mexican joint venture will be able to draw amounts available under this facility through June 2016. The second line of credit provides up to $30.0 million and is fully guaranteed by each of the joint venture partners, including the Company. Advances under this facility bear interest at LIBOR plus 2.0%. The Mexican joint venture will be able to draw against this facility through January 2019.

As of May 31, 2015, outstanding commitments under the senior secured credit facilities consisted of $49.8 million in letters of credit and $73.0 million in revolving notes under the North American credit facility and $19.5 million outstanding in revolving notes under the Mexican joint venture credit facilities.

As of August 31, 2014, outstanding commitments under the senior secured credit facilities consisted of $9.6 million in letters of credit under the North American credit facility and $13.1 million outstanding in revolving notes under the Mexican joint venture credit facilities.

THE GREENBRIER COMPANIES, INC.

Note 5 – Accounts Payable and Accrued Liabilities


(In thousands)	May 31, 2015		August 31, 2014
Trade payables	$	251,634	$	204,744
Other accrued liabilities		64,189		66,421
Accrued payroll and related liabilities		57,839		64,959
Accrued maintenance		17,965		14,329
Accrued warranty		10,198		9,340
Income taxes payable		163		19,709
Other		3,556		3,787

	$	405,544	$	383,289

Note 6 – Warranty Accruals

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

Warranty accrual activity:


	Three Months Ended May 31,						Nine Months Ended May 31,
(In thousands)	2015			2014			2015			2014
Balance at beginning of period	$	9,188		$	10,673		$	9,340		$	12,128
Charged to cost of revenue, net		2,036			170			3,982			1,418
Payments		(994	)		(1,208	)		(2,797	)		(4,191	)
Currency translation effect		(32	)		83			(327	)		363

Balance at end of period	$	10,198		$	9,718		$	10,198		$	9,718

Note 7 – Notes Payable

The Company’s 3.5% convertible senior notes will mature on April 1, 2018, unless repurchased earlier by the Company or converted in accordance with their terms. Holders may convert at their option at any time prior to the business day immediately preceding the stated maturity date. During 2015, $93.1 million in principal of the original $230.0 million was converted into 2.5 million shares of the Company’s common stock which resulted in a principal balance of $136.9 million as of May 31, 2015. Associated debt issuance costs of $1.3 million were removed from Intangibles and other assets, net and charged against additional paid in capital.

In March 2014, the Company refinanced approximately $125 million of existing senior term debt, due in March 2014 and May 2015, secured by a pool of leased railcars with new 6-year $200 million senior term debt also secured by a pool of leased railcars. The new debt bears a floating interest rate of LIBOR plus 1.75% with principal of $1.75 million paid quarterly in arrears and a balloon payment of $160 million due at maturity. An interest rate swap agreement was entered into on 50% of the initial balance to swap the floating interest rate of LIBOR plus 1.75% to a fixed rate of 3.7375%.

THE GREENBRIER COMPANIES, INC.

Note 8 – Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss, net of tax effect as appropriate, consisted of the following:


(In thousands)	Unrealized Loss on Derivative Financial Instruments			Foreign Currency Translation Adjustment			Other			Accumulated Other Comprehensive Loss
Balance, August 31, 2014	$	(1,601	)	$	(4,813	)	$	(518	)	$	(6,932	)
Other comprehensive income (loss) before reclassifications		(7	)		(10,838	) ¹		99			(10,746	)
Amounts reclassified from accumulated other comprehensive loss		417			—			—			417

Balance, May 31, 2015	$	(1,191	)	$	(15,651	)	$	(419	)	$	(17,261	)

¹	Primarily relates to the foreign currency translation of the Company’s Zloty functional currency operations in Poland to US Dollars.

The amounts reclassified out of Accumulated other comprehensive loss into the Consolidated Statements of Income, with presentation location, were as follows:


	Three Months Ended May 31,						Nine Months Ended May 31,						Financial Statement Location
(In thousands)	2015			2014			2015			2014			Financial Statement Location
(Gain) loss on derivative financial instruments:
Foreign exchange contracts	$	(652	)	$	(335	)	$	(518	)	$	(575	)	Revenue
Interest rate swap contracts		442			446			1,349			1,275		Interest and foreign exchange

		(210	)		111			831			700		Total before tax
		(44	)		(107	)		(414	)		(379	)	Tax expense

	$	(254	)	$	4		$	417		$	321		Net of tax

THE GREENBRIER COMPANIES, INC.

Note 9 – Earnings Per Share

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


	Three Months Ended May 31,				Nine Months Ended May 31,
(In thousands)	2015		2014		2015		2014
Weighted average basic common shares outstanding ⁽¹⁾		27,842		27,956		27,514		28,223
Dilutive effect of 2018 Convertible notes ⁽²⁾		5,155		6,045		5,745		6,045
Dilutive effect of 2026 Convertible notes ⁽³⁾		3		—		3		—

Weighted average diluted common shares outstanding		33,000		34,001		33,262		34,268

(1)

Restricted stock grants and restricted stock units, including some grants subject to certain performance criteria, are included in weighted average basic common shares outstanding when the Company is in a net earnings position.

(2)

The dilutive effect of the 2018 Convertible notes was included for the three and nine months ended May 31, 2015 and 2014 as they were considered dilutive under the “if converted” method as further discussed below.

(3)

The dilutive effect of the 2026 Convertible notes was included for the three and nine months ended May 31, 2015 as the average stock price was greater than $48.05, as further described below. The effect of the 2026 Convertible notes was excluded for the three and nine months ended May 31, 2014 as the average stock price was less than $48.05 and therefore was considered anti-dilutive.

Dilutive EPS for the three and nine months ended May 31, 2015 and 2014 was calculated using the more dilutive of two approaches. The first approach includes the dilutive effect of shares underlying the 2026 Convertible notes in the share count using the treasury stock method. The second approach supplements the first by including the “if converted” effect of the 2018 Convertible notes issued in March 2011. Under the “if converted” method, debt issuance and interest costs, both net of tax, associated with the convertible notes are added back to net earnings and the share count is increased by the shares underlying the convertible notes. The 2026 Convertible notes are included in the calculation of both approaches using the treasury stock method when the average stock price is greater than the initial conversion price of $48.05.


	Three Months Ended May 31,				Nine Months Ended May 31,
	2015		2014		2015		2014
Net earnings attributable to Greenbrier	$	42,811	$	33,588	$	125,948	$	64,563
Add back:
Interest and debt issuance costs on the 2018 Convertible notes, net of tax		1,234		1,416		4,066		4,248

Earnings before interest and debt issuance costs on convertible notes	$	44,045	$	35,004	$	130,014	$	68,811

Weighted average diluted common shares outstanding		33,000		34,001		33,262		34,268
Diluted earnings per share ⁽¹⁾	$	1.33	$	1.03	$	3.91	$	2.01

(1)

Diluted earnings per share was calculated as follows:

Earnings before interest and debt issuance costs (net of tax) on convertible notes

Weighted average diluted common shares outstanding

THE GREENBRIER COMPANIES, INC.

Note 10 – Stock Based Compensation

The value of restricted stock and restricted stock unit awards is amortized as compensation expense from the date of grant through the earlier of the vesting period or the recipient’s eligible retirement date. Awards are expensed upon grant when the recipient’s eligible retirement date precedes the grant date.

Compensation expense for restricted stock and restricted stock unit grants was $6.0 million and $13.2 million for the three and nine months ended May 31, 2015 and $3.6 million and $6.5 million for the three and nine months ended May 31, 2014. Compensation expense related to restricted stock and restricted stock unit grants is recorded in Selling and administrative expense and Cost of revenue on the Consolidated Statements of Income.

Note 11 – 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 Euro. Interest rate swap agreements are used 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 effective portion of unrealized gains and losses is recorded in accumulated other comprehensive income or loss.

At May 31, 2015 exchange rates, forward exchange contracts for the purchase of Polish Zloty and the sale of Euro aggregated $73.7 million. The fair value of the contracts is included on the Consolidated Balance Sheets as Accounts payable and accrued liabilities when there is a loss, or as Accounts receivable, net when there is a gain. As the contracts mature at various dates through February 2017, 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 May 31, 2015, an interest rate swap agreement maturing in March 2020 had a notional amount of $96.5 million. The fair value of the contract is included in Accounts payable and accrued liabilities on the Consolidated Balance Sheets. 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 May 31, 2015 interest rates, approximately $1.7 million would be reclassified to interest expense in the next 12 months.

Fair Values of Derivative Instruments


	Asset Derivatives					Liability Derivatives
		May 31, 2015		August 31, 2014			May 31, 2015		August 31, 2014
(In thousands)	Balance sheet location	Fair Value		Fair Value		Balance sheet location	Fair Value		Fair Value
Derivatives designated as hedging instruments
Foreign forward exchange contracts	Accounts receivable, net	$	1,271	$	129	Accounts payable and accrued liabilities	$	177	$	704
Interest rate swap contracts	Intangibles and other assets, net		—		—	Accounts payable and accrued liabilities		2,525		1,286

		$	1,271	$	129		$	2,702	$	1,990

Derivatives not designated as hedging instruments
Foreign forward exchange contracts	Accounts receivable, net	$	256	$	71	Accounts payable and accrued liabilities	$	—	$	5

THE GREENBRIER COMPANIES, INC.

The Effect of Derivative Instruments on the Statements of Income


Derivatives in cash flow hedging relationships	Location of gain (loss) recognized in income on derivatives	Gain (loss) recognized in income on derivatives nine months ended May 31,
		2015			2014
Foreign forward exchange contract	Interest and foreign exchange	$	(22	)	$	230
Interest rate swap contracts	Interest and foreign exchange		69			—

		$	47		$	230


Derivatives in cash flow hedging relationships	Gain (loss) recognized in OCI on derivatives (effective portion) nine months ended May 31,						Location of gain (loss) reclassified from accumulated OCI into income	Gain (loss) reclassified from accumulated OCI into income (effective portion) nine months ended May 31,						Location of gain in income on derivative (ineffective portion and amount excluded from effectiveness testing)	Gain recognized on derivative (ineffective portion and amount excluded from effectiveness testing) nine months ended May 31,
	2015			2014				2015			2014				2015		2014
Foreign forward exchange contracts	$	1,867		$	1,558		Revenue	$	518		$	575		Interest and foreign exchange	$	1,024	$	684
Interest rate swap contracts		(2,640	)		(1,281	)	Interest and foreign exchange		(1,349	)		(1,275	)	Interest and foreign exchange		—		—

	$	(773	)	$	277			$	(831	)	$	(700	)		$	1,024	$	684

Note 12 – Segment Information

Through July 18, 2014, Greenbrier operated in three reportable segments: Manufacturing; Wheels, Repair & Parts; and Leasing & Services. On July 18, 2014, the Company completed the formation of GBW, an unconsolidated 50/50 joint venture with Watco which became the Company’s fourth reportable segment (GBW Joint Venture) upon formation. The Wheels & Parts segment (previously known as Wheels, Repair & Parts through 2014) included the results of operations for its repair, refurbishment, maintenance and retrofitting (“Repair”) operations through July 18, 2014. After July 18, 2014, the results of GBW were included as part of Earnings (loss) from unconsolidated affiliates as the Company accounts for its interest in GBW under the equity method of accounting. Certain assets including real property, personal property, accounts receivable and accounts payable were not contributed or sold to GBW and remained as part of the Wheels & Parts segment.

The results of operations for the GBW Joint Venture are not reflected in the tables below as the investment is accounted for under the equity method of accounting. For the three and nine months ended May 31, 2015, GBW generated total revenue of $88.8 million and $254.7 million. GBW had total assets of $230.1 million and $210.6 million as of May 31, 2015 and August 31, 2014. The Company recorded earnings of $0.4 million in Earnings from unconsolidated affiliates associated with GBW for both the three and nine months ended May 31, 2015. The Company’s total investment in GBW at May 31, 2015 was $57.6 million which is included in unallocated assets in the tables below.

The accounting policies of the segments are described in the summary of significant accounting policies in the Consolidated Financial Statements contained in the Company’s 2014 Annual Report on Form 10-K. Performance is evaluated based on Earnings from operations. Corporate includes selling and administrative costs not directly related to goods and services and certain costs that are intertwined among segments due to our integrated business. The Company does not allocate Interest and foreign exchange or Income tax expense for either external or internal reporting purposes. Intersegment sales and transfers are valued as if the sales or transfers were to third parties. Related revenue and margin are eliminated in consolidation and therefore are not included in consolidated results in the Company’s Consolidated Financial Statements.

THE GREENBRIER COMPANIES, INC.

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

For the three months ended May 31, 2015:


	Revenue								Earnings (loss) from operations
	External		Intersegment			Total			External			Intersegment			Total
Manufacturing	$	593,376	$	33		$	593,409		$	115,675		$	—		$	115,675
Wheels & Parts		97,407		7,605			105,012			5,078			607			5,685
Leasing & Services		23,823		11,722			35,545			10,824			11,722			22,546
Eliminations		—		(19,360	)		(19,360	)		—			(12,329	)		(12,329	)
Corporate		—		—			—			(27,166	)		—			(27,166	)

	$	714,606	$	—		$	714,606		$	104,411		$	—		$	104,411


For the nine months ended May 31, 2015:

	Revenue								Earnings (loss) from operations
	External		Intersegment			Total			External			Intersegment			Total
Manufacturing	$	1,478,566	$	7,534		$	1,486,100		$	258,602		$	795		$	259,397
Wheels & Parts		286,671		20,450			307,121			20,986			2,044			23,030
Leasing & Services		74,576		43,533			118,109			31,677			43,533			75,210
Eliminations		—		(71,517	)		(71,517	)		—			(46,372	)		(46,372	)
Corporate		—		—			—			(59,900	)		—			(59,900	)

	$	1,839,813	$	—		$	1,839,813		$	251,365		$	—		$	251,365


For the three months ended May 31, 2014:

	Revenue								Earnings (loss) from operations
	External		Intersegment			Total			External			Intersegment			Total
Manufacturing	$	425,583	$	—		$	425,583		$	61,116		$	—		$	61,116
Wheels, Repair & Parts		140,663		3,783			144,446			5,524			473			5,997
Leasing & Services		27,039		9,334			36,373			14,582			9,334			23,916
Eliminations		—		(13,117	)		(13,117	)		—			(9,807	)		(9,807	)
Corporate		—		—			—			(13,684	)		—			(13,684	)

	$	593,285	$	—		$	593,285		$	67,538		$	—		$	67,538


For the nine months ended May 31, 2014:

	Revenue								Earnings (loss) from operations
	External		Intersegment			Total			External			Intersegment			Total
Manufacturing	$	1,132,811	$	—		$	1,132,811		$	129,542		$	—		$	129,542
Wheels, Repair & Parts		390,604		7,743			398,347			8,724			546			9,270
Leasing & Services		62,441		17,623			80,064			32,888			17,623			50,511
Eliminations		—		(25,366	)		(25,366	)		—			(18,169	)		(18,169	)
Corporate		—		—			—			(30,792	)		—			(30,792	)

	$	1,585,856	$	—		$	1,585,856		$	140,362		$	—		$	140,362


	Total assets
	May 31,		August 31,
	2015		2014
Manufacturing	$	697,342	$	521,711
Wheels & Parts		290,363		298,009
Leasing & Services		538,896		436,075
Unallocated		200,514		261,373

	$	1,727,115	$	1,517,168

THE GREENBRIER COMPANIES, INC.

Note 13 – Commitments and Contingencies

The Company’s Portland, Oregon manufacturing facility is located adjacent to the Willamette River. The Company has entered into a Voluntary Cleanup Agreement with the Oregon Department of Environmental Quality (“DEQ”) in which the Company agreed to conduct an investigation of whether, and to what extent, past or present operations at the Portland property may have released hazardous substances into the environment.

In December 2000, the U.S. Environmental Protection Agency (EPA) classified portions of the Willamette River bed known as the Portland Harbor, including the portion fronting the Company’s manufacturing facility, as a federal “National Priority List” or “Superfund” site due to sediment contamination (the “Portland Harbor Site”). The Company and more than 140 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 (the “Lower Willamette Group” or “LWG”), 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. The EPA-mandated RI/FS is being conducted by the LWG and has cost over $110 million during a 14-year period. The Company has agreed to initially bear a percentage of the total costs incurred by the LWG in connection with the investigation. The Company’s aggregate expenditure has not been material during the 14-year period. Some or all of any such outlay may be recoverable from other responsible parties. The EPA expects the investigation to continue until 2017.

Eighty-three parties, including the State of Oregon and the federal government, 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. Although, as described below, the draft feasibility study has been submitted, the RI/FS will not be complete until the EPA approves it, which is not likely to occur until at least 2016.

A draft of the remedial investigation study was submitted to the EPA on October 27, 2009. The draft feasibility study was submitted to the EPA on March 30, 2012. The draft feasibility study evaluates several alternative cleanup approaches. The approaches submitted would take from 2 to 28 years with costs ranging from $169 million to $1.8 billion for cleanup of the entire Portland Harbor Site, depending primarily on the selected remedial action levels. The draft feasibility study suggests costs ranging from $9 million to $163 million for cleanup of the area of the Willamette River adjacent to the Company’s Portland, Oregon manufacturing facility, depending primarily on the selected remedial action level.

The draft feasibility study does not address responsibility for the costs of clean-up or allocate such costs among the potentially responsible parties, or define precise boundaries for the cleanup. Responsibility for funding and implementing the EPA’s selected cleanup will be determined after the issuance of the Record of Decision, currently scheduled by the EPA for 2017. Based on the investigation to date, the Company believes that it did not contribute in any material way to contamination in the river sediments or the damage of natural resources in the Portland Harbor Site and that the damage in the area of the Portland Harbor Site adjacent to its property precedes its ownership of the Portland, Oregon manufacturing facility. Because these environmental investigations are still underway, sufficient information is currently not available to determine the Company’s liability, if any, for the cost of any required remediation or restoration of the Portland Harbor Site or to estimate a range of potential loss. Based on the results of the pending investigations and future assessments of natural resource damages, the Company 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 Consolidated Financial Statements, or the value of its Portland property.

THE GREENBRIER COMPANIES, INC.

The Company has also signed an Order on Consent with the DEQ to finalize the investigation of potential onsite sources of contamination that may have a release pathway to the Willamette River. Interim precautionary measures are also required in the order and the Company is currently discussing with the DEQ potential remedial actions which may be required. Our aggregate expenditure has not been material, however the Company could incur significant expenses for remediation. Some or all of any such outlay may be recoverable from other responsible parties.

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

In accordance with customary business practices in Europe, the Company has $3.5 million in third party warranty guarantee facilities. To date no amounts have been drawn under these guarantee facilities.

As of May 31, 2015, the Mexican joint venture had $20.8 million of third party debt outstanding, for which the Company and its joint venture partner had each guaranteed approximately $18.8 million.

As of May 31, 2015, the Company had outstanding letters of credit aggregating $49.8 million associated with performance guarantees, facility leases and workers compensation insurance.

On July 18, 2014, the Company and Watco contributed its respective Repair operations to GBW, an unconsolidated 50/50 joint venture. The Company made $12.5 million in cash contributions in 2014 and $3.2 million in cash contributions and $7.5 million in loans during the nine months ended May 31, 2015. The Company expects to loan additional amounts, up to $7.0 million, during the fourth quarter of 2015. The Company is likely to make additional capital contributions or loans to GBW in the future. As of May 31, 2015, the Company had a $7.5 million note receivable and a $21.0 million account receivable from GBW. The account receivable from GBW was for the initial sale of inventory to GBW which may be converted into a note receivable during the year. The Company receives approximately $5 million annually from GBW in lease payments for the Company’s owned facilities and equipment leased to GBW as well as quarterly distributions of a portion of GBW’s earnings. During the nine months ended May 31, 2015, the Company received $0.7 million in quarterly distributions from GBW.

THE GREENBRIER COMPANIES, INC.

Note 14 – 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 that prioritizes the inputs used in measuring 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 May 31, 2015 were:


(In thousands)	Total		Level 1		Level 2 ⁽¹⁾		Level 3
Assets:
Derivative financial instruments	$	1,527	$	—	$	1,527	$	—
Nonqualified savings plan investments		12,666		12,666		—		—
Cash equivalents		5,068		5,068		—		—

	$	19,261	$	17,734	$	1,527	$	—

Liabilities:
Derivative financial instruments	$	2,702	$	—	$	2,702	$	—

(1)	Level 2 assets and liabilities include derivative financial instruments that are valued based on observable inputs. See Note 11 Derivative Instruments for further discussion.

Assets and liabilities measured at fair value on a recurring basis as of August 31, 2014 were:


(In thousands)	Total		Level 1		Level 2		Level 3
Assets:
Derivative financial instruments	$	200	$	—	$	200	$	—
Nonqualified savings plan investments		10,223		10,223		—		—
Cash equivalents		35,036		35,036		—		—

	$	45,459	$	45,259	$	200	$	—

Liabilities:
Derivative financial instruments	$	1,995	$	—	$	1,995	$	—

THE GREENBRIER COMPANIES, INC.

Note 15 – Guarantor/Non-Guarantor

The convertible senior notes due 2026 (the “Notes”) issued on May 22, 2006 are fully and unconditionally and jointly and severally guaranteed by substantially all of Greenbrier’s material 100% owned U.S. 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; Greenbrier Railcar Leasing, Inc. and Greenbrier Rail Services Holdings, LLC. No other subsidiaries guarantee the Notes including Greenbrier Union Holdings I LLC; Greenbrier MUL Holdings I LLC; Greenbrier Leasing Limited; Greenbrier Europe B.V.; Greenbrier Europe Holdings B.V.; Greenbrier Germany GmbH; WagonySwidnica S.A.; Zaklad Naprawczy Taboru Kolejowego Olawa sp. z o.o.; Zaklad Transportu Kolejowego SIARKOPOL sp. z o.o.; Gunderson-Concarril, S.A. de C.V.; Mexico Meridianrail Services, S.A. de C.V.; Greenbrier Railcar Services – Tierra Blanca S.A. de C.V.; YSD Doors, S.A. de C.V.; Greenbrier do Brasil Participações Ltda; Greenbrier Tank Components, LLC; Gunderson-Gimsa S.A. de C.V., Greenbrier; S.A. de C.V.; Greenbrier Industries, S.A. de C.V. and Greenbrier-Gimsa, LLC.

The following represents the supplemental consolidating condensed financial information of Greenbrier and its guarantor and non-guarantor subsidiaries, as of May 31, 2015 and August 31, 2014, for the three and nine months ended May 31, 2015 and 2014. The information is presented on the basis of Greenbrier accounting for its ownership of its wholly owned subsidiaries using the equity method of accounting. The equity method investment for each subsidiary is recorded by the parent in intangibles and other assets. Intercompany transactions of goods and services between the guarantor and non-guarantor subsidiaries are presented as if the sales or transfers were at fair value to third parties and eliminated in consolidation.

THE GREENBRIER COMPANIES, INC.

The Greenbrier Companies, Inc.

Condensed Consolidating Balance Sheet

May 31, 2015

(In thousands, unaudited)


	Parent		Combined Guarantor Subsidiaries		Combined Non- Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Cash and cash equivalents	$	55,896	$	487	$	66,400	$	—		$	122,783
Restricted cash		—		2,009		6,903		—			8,912
Accounts receivable, net		576		474,518		15,268		(275,472	)		214,890
Inventories		—		152,396		275,883		(1,624	)		426,655
Leased railcars for syndication		—		234,560		—		(21,363	)		213,197
Equipment on operating leases, net		—		257,653		2,973		(2,664	)		257,962
Property, plant and equipment, net		7,116		104,124		174,330		—			285,570
Investment in unconsolidated affiliates		1,116,076		166,455		23,099		(1,214,413	)		91,217
Goodwill		—		43,265		—		—			43,265
Intangibles and other assets, net		17,035		41,625		12,186		(8,182	)		62,664

	$	1,196,699	$	1,477,092	$	577,042	$	(1,523,718	)	$	1,727,115

Liabilities and Equity
Revolving notes	$	73,000	$	—	$	19,507	$	—		$	92,507
Accounts payable and accrued liabilities		287,539		247,506		192,335		(321,836	)		405,544
Deferred income taxes		11,971		72,489		—		(8,888	)		75,572
Deferred revenue		—		24,028		137		44			24,209
Notes payable		151,792		193,175		1,312		—			346,279
Total equity – Greenbrier		672,397		939,894		253,236		(1,193,131	)		672,396
Noncontrolling interest		—		—		110,515		93			110,608

Total equity		672,397		939,894		363,751		(1,193,038	)		783,004

	$	1,196,699	$	1,477,092	$	577,042	$	(1,523,718	)	$	1,727,115

THE GREENBRIER COMPANIES, INC.

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Income

For the three months ended May 31, 2015

(In thousands, unaudited)


	Parent			Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenue
Manufacturing	$	—		$	280,928		$	492,302		$	(179,854	)	$	593,376
Wheels & Parts		—			98,746			—			(1,339	)		97,407
Leasing & Services		(90	)		23,762			—			151			23,823

		(90	)		403,436			492,302			(181,042	)		714,606
Cost of revenue
Manufacturing		—			230,143			418,273			(182,758	)		465,658
Wheels & Parts		—			91,131			—			(1,486	)		89,645
Leasing & Services		—			10,041			—			(24	)		10,017

		—			331,315			418,273			(184,268	)		565,320
Margin		(90	)		72,121			74,029			3,226			149,286
Selling and administrative expense		24,851			10,688			9,912			144			45,595
Net (gain) loss on disposition of equipment		—			(724	)		7			(3	)		(720	)

Earnings (loss) from operations		(24,941	)		62,157			64,110			3,085			104,411
Other costs
Interest and foreign exchange		3,240			1,649			(604	)		—			4,285

Earnings (loss) before income taxes and earnings (loss) from unconsolidated affiliates		(28,181	)		60,508			64,714			3,085			100,126
Income tax (expense) benefit		4,215			(26,025	)		(7,888	)		(1,085	)		(30,783	)

Earnings (loss) before earnings (loss) from unconsolidated affiliates		(23,966	)		34,483			56,826			2,000			69,343
Earnings (loss) from unconsolidated affiliates		66,777			5,142			47			(70,984	)		982

Net earnings (loss)		42,811			39,625			56,873			(68,984	)		70,325
Net earnings attributable to noncontrolling interest		—			—			(26,415	)		(1,099	)		(27,514	)

Net earnings (loss) attributable to Greenbrier	$	42,811		$	39,625		$	30,458		$	(70,083	)	$	42,811

THE GREENBRIER COMPANIES, INC.

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Income

For the nine months ended May 31, 2015

(In thousands, unaudited)


	Parent			Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenue
Manufacturing	$	—		$	877,405		$	1,285,603		$	(684,442	)	$	1,478,566
Wheels & Parts		—			290,917			—			(4,246	)		286,671
Leasing & Services		83			74,064			1			428			74,576

		83			1,242,386			1,285,604			(688,260	)		1,839,813
Cost of revenue
Manufacturing		—			735,414			1,091,498			(641,990	)		1,184,922
Wheels & Parts		—			263,755			—			(4,470	)		259,285
Leasing & Services		—			33,014			—			(72	)		32,942

		—			1,032,183			1,091,498			(646,532	)		1,477,149
Margin		83			210,203			194,106			(41,728	)		362,664
Selling and administrative expense		55,116			26,905			30,169			33			112,223
Net (gain) loss on disposition of equipment		—			(927	)		7			(4	)		(924	)

Earnings (loss) from operations		(55,033	)		184,225			163,930			(41,757	)		251,365
Other costs
Interest and foreign exchange		9,345			4,998			(4,988	)		—			9,355

Earnings (loss) before income taxes and earnings (loss) from unconsolidated affiliates		(64,378	)		179,227			168,918			(41,757	)		242,010
Income tax (expense) benefit		(4,476	)		(62,438	)		(22,559	)		13,264			(76,209	)

Earnings (loss) before earnings (loss) from unconsolidated affiliates		(68,854	)		116,789			146,359			(28,493	)		165,801
Earnings (loss) from unconsolidated affiliates		194,802			21,377			142			(214,769	)		1,552

Net earnings (loss)		125,948			138,166			146,501			(243,262	)		167,353
Net (earnings) loss attributable to noncontrolling interest		—			—			(61,992	)		20,587			(41,405	)

Net earnings (loss) attributable to Greenbrier	$	125,948		$	138,166		$	84,509		$	(222,675	)	$	125,948

THE GREENBRIER COMPANIES, INC.

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Comprehensive Income (Loss)

For the three months ended May 31, 2015

(In thousands, unaudited)


(In thousands)	Parent		Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net earnings (loss)	$	42,811	$	39,625		$	56,873		$	(68,984	)	$	70,325
Other comprehensive income (loss)
Translation adjustment		—		(18	)		(1,281	)		—			(1,299	)
Reclassification of derivative financial instruments recognized in net earnings (loss)		—		275			(529	)		—			(254	)
Unrealized gain (loss) on derivative financial instruments		—		(443	)		550			—			107
Other (net of tax effect)		—		—			93			—			93

		—		(186	)		(1,167	)		—			(1,353	)

Comprehensive income (loss)		42,811		39,439			55,706			(68,984	)		68,972
Comprehensive income attributable to noncontrolling interest		—		—			(26,398	)		(1,099	)		(27,497	)

Comprehensive income (loss) attributable to Greenbrier	$	42,811	$	39,439		$	29,308		$	(70,083	)	$	41,475

THE GREENBRIER COMPANIES, INC.

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Comprehensive Income (Loss)

For the nine months ended May 31, 2015

(In thousands, unaudited)


(In thousands)	Parent		Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net earnings (loss)	$	125,948	$	138,166		$	146,501		$	(243,262	)	$	167,353
Other comprehensive income (loss)
Translation adjustment		—		(137	)		(10,853	)		—			(10,990	)
Reclassification of derivative financial instruments recognized in net earnings (loss)		—		837			(420	)		—			417
Unrealized gain (loss) on derivative financial instruments		—		(1,640	)		1,633			—			(7	)
Other (net of tax effect)		—		—			99			—			99

		—		(940	)		(9,541	)		—			(10,481	)

Comprehensive income (loss)		125,948		137,226			136,960			(243,262	)		156,872
Comprehensive (income) loss attributable to noncontrolling interest		—		—			(61,840	)		20,587			(41,253	)

Comprehensive income (loss) attributable to Greenbrier	$	125,948	$	137,226		$	75,120		$	(222,675	)	$	115,619

THE GREENBRIER COMPANIES, INC.

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Cash Flows

For the nine months ended May 31, 2015

(In thousands, unaudited)


(In thousands)	Parent			Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net earnings (loss)	$	125,948		$	138,166		$	146,501		$	(243,262	)	$	167,353
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:
Deferred income taxes		(138	)		(8,000	)		2,893			—			(5,245	)
Depreciation and amortization		1,484			19,909			11,936			(71	)		33,258
Net (gain)loss on disposition of equipment		—			(927	)		7			(4	)		(924	)
Stock based compensation expense		13,176			—			—			—			13,176
Noncontrolling interest adjustments		—			—			—			20,371			20,371
Other		43			105			860			—			1,008
Decrease (increase) in assets:
Accounts receivable, net		50			(10,046	)		37,034			(35,807	)		(8,769	)
Inventories		—			(39,279	)		(87,156	)		1,529			(124,906	)
Leased railcars for syndication		—			(109,324	)		—			18,410			(90,914	)
Other		20,641			763			(33,634	)		10,564			(1,666	)
Increase (decrease) in liabilities:
Accounts payable and accrued liabilities		(3,824	)		25,612			9,112			(7,765	)		23,135
Deferred revenue		(122	)		4,078			(276	)		—			3,680

Net cash provided by (used in) operating activities		157,258			21,057			87,277			(236,035	)		29,557

Cash flows from investing activities:
Proceeds from sales of assets		—			4,623			5			—			4,628
Capital expenditures		(2,424	)		(18,807	)		(55,059	)		398			(75,892	)
Decrease (increase) in restricted cash		—			229			(1	)		—			228
Investment in and net advances to unconsolidated affiliates		(245,594	)		(19,966	)		—			235,637			(29,923	)
Other		715			—			—			—			715

Net cash provided by (used in) investing activities		(247,303	)		(33,921	)		(55,055	)		236,035			(100,244	)

Cash flows from financing activities:
Net changes in revolving notes with maturities of 90 days or less		73,000			—			—			—			73,000
Proceeds from revolving notes with maturities longer than 90 days		—			—			42,563			—			42,563
Repayments of revolving notes with maturities longer than 90 days		—			—			(36,137	)		—			(36,137	)
Repayments of notes payable		(5	)		(5,280	)		(219	)		—			(5,504	)
Intercompany advances		(18,997	)		9,788			9,209			—			—
Repurchase of stock		(48,451	)		—			—			—			(48,451	)
Dividends		(12,069	)		—			—			—			(12,069	)
Decrease in restricted cash		—			11,000			—			—			11,000
Cash distributions to joint venture partner		—			—			(12,489	)		—			(12,489	)
Excess tax benefit from restricted stock awards		2,964			—			—			—			2,964
Other		(248	)		—			—			—			(248	)

Net cash provided by (used in) financing activities		(3,806	)		15,508			2,927			—			14,629

Effect of exchange rate changes		—			(2,269	)		(3,806	)		—			(6,075	)
Increase (decrease) in cash and cash equivalents		(93,851	)		375			31,343			—			(62,133	)
Cash and cash equivalents
Beginning of period		149,747			112			35,057			—			184,916

End of period	$	55,896		$	487		$	66,400		$	—		$	122,783

THE GREENBRIER COMPANIES, INC.

The Greenbrier Companies, Inc.

Condensed Consolidating Balance Sheet

August 31, 2014

(In thousands)


	Parent		Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Cash and cash equivalents	$	149,747	$	112	$	35,057	$	—		$	184,916
Restricted cash		—		13,238		6,902		—			20,140
Accounts receivable, net		626		474,409		62,421		(337,777	)		199,679
Inventories		—		113,117		192,634		(95	)		305,656
Leased railcars for syndication		—		128,965		—		(3,115	)		125,850
Equipment on operating leases, net		—		257,415		3,613		(2,180	)		258,848
Property, plant and equipment, net		6,220		102,972		134,506		—			243,698
Investment in unconsolidated affiliates		910,732		143,768		3,961		(989,102	)		69,359
Goodwill		—		43,265		—		—			43,265
Intangibles and other assets, net		17,031		45,013		14,221		(10,508	)		65,757

	$	1,084,356	$	1,322,274	$	453,315	$	(1,342,777	)	$	1,517,168

Liabilities and Equity
Revolving notes	$	—	$	—	$	13,081	$	—		$	13,081
Accounts payable and accrued liabilities		315,879		221,863		185,335		(339,788	)		383,289
Deferred income taxes		12,109		80,489		—		(11,215	)		81,383
Deferred revenue		122		19,950		487		44			20,603
Notes payable		244,856		198,705		1,530		—			445,091
Total equity Greenbrier		511,390		801,267		190,861		(992,128	)		511,390
Noncontrolling interest		—		—		62,021		310			62,331

Total equity		511,390		801,267		252,882		(991,818	)		573,721

	$	1,084,356	$	1,322,274	$	453,315	$	(1,342,777	)	$	1,517,168

THE GREENBRIER COMPANIES, INC.

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Income

For the three months ended May 31, 2014

(In thousands, unaudited)


	Parent			Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenue
Manufacturing	$	—		$	211,921		$	363,401		$	(149,739	)	$	425,583
Wheels, Repair & Parts		—			142,625			—			(1,962	)		140,663
Leasing & Services		108			26,771			—			160			27,039

		108			381,317			363,401			(151,541	)		593,285
Cost of revenue
Manufacturing		—			184,870			315,398			(148,439	)		351,829
Wheels, Repair & Parts		—			131,769			—			(1,944	)		129,825
Leasing & Services		—			14,876			—			(20	)		14,856

		—			331,515			315,398			(150,403	)		496,510
Margin		108			49,802			48,003			(1,138	)		96,775
Selling and administrative		13,987			10,645			10,016			152			34,800
Net gain on disposition of equipment		—			(5,411	)		(205	)		(3	)		(5,619	)
Restructuring charges		—			56			—			—			56

Earnings (loss) from operations		(13,879	)		44,512			38,192			(1,287	)		67,538
Other costs
Interest and foreign exchange		2,918			1,417			1,102			—			5,437

Earnings (loss) before income taxes and earnings (loss) from unconsolidated affiliates		(16,797	)		43,095			37,090			(1,287	)		62,101
Income tax (expense) benefit		3,337			(11,506	)		(8,388	)		254			(16,303	)

Earnings (loss) before earnings (loss) from unconsolidated affiliates		(13,460	)		31,589			28,702			(1,033	)		45,798
Earnings (loss) from unconsolidated affiliates		47,048			5,412			44			(52,206	)		298

Net earnings (loss)		33,588			37,001			28,746			(53,239	)		46,096
Net (earnings) loss attributable to noncontrolling interest		—			—			(12,830	)		322			(12,508	)

Net earnings (loss) attributable to Greenbrier	$	33,588		$	37,001		$	15,916		$	(52,917	)	$	33,588

THE GREENBRIER COMPANIES, INC.

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Income

For the nine months ended May 31, 2014

(In thousands, unaudited)


	Parent			Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenue
Manufacturing	$	—		$	617,120		$	981,040		$	(465,349	)	$	1,132,811
Wheels, Repair & Parts		—			395,537			—			(4,933	)		390,604
Leasing & Services		865			61,101			1			474			62,441

		865			1,073,758			981,041			(469,808	)		1,585,856
Cost of revenue
Manufacturing		—			552,871			876,395			(459,425	)		969,841
Wheels, Repair & Parts		—			370,626			—			(4,886	)		365,740
Leasing & Services		—			34,152			—			(62	)		34,090

		—			957,649			876,395			(464,373	)		1,369,671
Margin		865			116,109			104,646			(5,435	)		216,185
Selling and administrative		31,698			29,802			27,083			451			89,034
Net gain on disposition of equipment		—			(13,556	)		(820	)		(310	)		(14,686	)
Restructuring charges		—			1,475			—			—			1,475

Earnings (loss) from operations		(30,833	)		98,388			78,383			(5,576	)		140,362
Other costs
Interest and foreign exchange		8,751			3,180			2,349			—			14,280

Earnings (loss) before income taxes and earnings (loss) from unconsolidated affiliates		(39,584	)		95,208			76,034			(5,576	)		126,082
Income tax (expense) benefit		10,772			(31,059	)		(18,044	)		1,623			(36,708	)

Earnings (loss) before earnings (loss) from unconsolidated affiliates		(28,812	)		64,149			57,990			(3,953	)		89,374
Earnings (loss) from unconsolidated affiliates		93,375			7,857			121			(101,081	)		272

Net earnings (loss)		64,563			72,006			58,111			(105,034	)		89,646
Net (earnings) loss attributable to noncontrolling interest		—			—			(27,362	)		2,279			(25,083	)

Net earnings (loss) attributable to Greenbrier	$	64,563		$	72,006		$	30,749		$	(102,755	)	$	64,563

THE GREENBRIER COMPANIES, INC.

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Comprehensive Income (Loss)

For the three months ended May 31, 2014

(In thousands, unaudited)


(In thousands)	Parent		Combined Guarantor Subsidiaries		Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net earnings (loss)	$	33,588	$	37,001	$	28,746		$	(53,239	)	$	46,096
Other comprehensive income (loss)
Translation adjustment		—		73		7			—			80
Reclassification of derivative financial instruments recognized in net earnings (loss)		—		276		(272	)		—			4
Unrealized gain (loss) on derivative financial instruments		—		139		(798	)		—			(659	)
Other (net of tax effect)		—		—		(4	)		—			(4	)

		—		488		(1,067	)		—			(579	)

Comprehensive income (loss)		33,588		37,489		27,679			(53,239	)		45,517
Comprehensive (income) loss attributable to noncontrolling interest		—		—		(12,823	)		322			(12,501	)

Comprehensive income (loss) attributable to Greenbrier	$	33,588	$	37,489	$	14,856		$	(52,917	)	$	33,016

THE GREENBRIER COMPANIES, INC.

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Comprehensive Income (Loss)

For the nine months ended May 31, 2014

(In thousands, unaudited)


(In thousands)	Parent		Combined Guarantor Subsidiaries		Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net earnings (loss)	$	64,563	$	72,006	$	58,111		$	(105,034	)	$	89,646
Other comprehensive income (loss)
Translation adjustment		—		86		3,316			—			3,402
Reclassification of derivative financial instruments recognized in net earnings (loss)		—		787		(466	)		—			321
Unrealized gain (loss) on derivative financial instruments		—		1,245		(791	)		—			454
Other (net of tax effect)		—		—		(3	)		—			(3	)

		—		2,118		2,056			—			4,174

Comprehensive income (loss)		64,563		74,124		60,167			(105,034	)		93,820
Comprehensive (income) loss attributable to noncontrolling interest		—		—		(27,416	)		2,279			(25,137	)

Comprehensive income (loss) attributable to Greenbrier	$	64,563	$	74,124	$	32,751		$	(102,755	)	$	68,683

THE GREENBRIER COMPANIES, INC.

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Cash Flows

For the nine months ended May 31, 2014

(In thousands, unaudited)


*(In thousands)*	Parent			Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net earnings (loss)	$	64,563		$	72,006		$	58,111		$	(105,034	)	$	89,646
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:
Deferred income taxes		(4,194	)		(1,789	)		(762	)		—			(6,745	)
Depreciation and amortization		1,427			20,713			8,746			(62	)		30,824
Net gain on disposition of equipment		—			(13,556	)		(820	)		(310	)		(14,686	)
Stock based compensation expense		6,454			—			—			—			6,454
Noncontrolling interest adjustments		—			—			—			2,953			2,953
Other		—			372			16			—			388
Decrease (increase) in assets:
Accounts receivable		36,573			(43,867	)		694			(19,626	)		(26,226	)
Inventories		—			20,456			(42,225	)		47			(21,722	)
Leased railcars for syndication		—			(28,371	)		—			2,951			(25,420	)
Other		(1,220	)		81			(2,788	)		1,436			(2,491	)
Increase (decrease) in liabilities:
Accounts payable and accrued liabilities		(22,404	)		9,143			31,774			17,994			36,507
Deferred revenue		(116	)		10,798			1,574			2			12,258

Net cash provided by (used in) operating activities		81,083			45,986			54,320			(99,649	)		81,740

Cash flows from investing activities:
Proceeds from sales of assets		—			38,509			1,006			—			39,515
Capital expenditures		(3,543	)		(9,929	)		(21,050	)		—			(34,522	)
Decrease (increase) in restricted cash		—			(660	)		(1	)		—			(661	)
Investment in and net advances to unconsolidated affiliates		(91,939	)		(7,710	)		(1,253	)		99,649			(1,253	)

Net cash provided by (used in) investing Activities		(95,482	)		20,210			(21,298	)		99,649			3,079

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		—			—			34,674			—			34,674
Repayment of revolving notes with maturities longer than 90 days		—			—			(64,801	)		—			(64,801	)
Intercompany advances		137,633			(139,741	)		2,108			—			—
Proceeds from notes payable		—			200,000			—			—			200,000
Repayments of notes payable		—			(126,400	)		(421	)		—			(126,821	)
Debt issuance costs		—			(382	)		—			—			(382	)
Repurchase of stock		(26,293	)		—			—			—			(26,293	)
Cash distribution to joint venture partner		—			—			(3,109	)					(3,109	)
Investment by joint venture partner		—			—			419			—			419
Excess tax benefit from restricted stock Awards		109			—			—			—			109

Net cash provided by (used in) financing Activities		111,449			(66,523	)		(31,130	)		—			13,796

Effect of exchange rate changes		—			362			2,080			—			2,442
Increase in cash and cash equivalents		97,050			35			3,972			—			101,057
Cash and cash equivalents
Beginning of period		63,173			25			34,237			—			97,435

End of period	$	160,223		$	60		$	38,209		$	—		$	198,492

THE GREENBRIER COMPANIES, INC.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Executive Summary

Through July 18, 2014, we operated in three reportable segments: Manufacturing; Wheels, Repair & Parts; and Leasing & Services. Our segments are operationally integrated. On July 18, 2014, we and Watco Companies, LLC (“Watco”), our joint venture partner, contributed our respective Repair operations to GBW Railcar Services LLC (“GBW”), an unconsolidated 50/50 joint venture that became our fourth reportable segment (GBW Joint Venture) upon formation. The Manufacturing segment, operating from facilities in the United States, Mexico and Poland, produces double-stack intermodal railcars, tank cars, conventional railcars, automotive railcar products and marine vessels. The Wheels & Parts segment (previously known as Wheels, Repair & Parts through 2014) performs wheel and axle servicing, as well as production and reconditioning of a variety of parts for the railroad industry in North America and included the results of operations for our Repair operations through July 18, 2014. After July 18, 2014, the results of these operations were included as part of Earnings (loss) from unconsolidated affiliates as we account for our interest in GBW under the equity method of accounting. The Leasing & Services segment owns approximately 8,800 railcars (6,300 railcars held as equipment on operating leases and 2,500 held as leased railcars for syndication) and provides management services for approximately 245,000 railcars for railroads, shippers, carriers, institutional investors and other leasing and transportation companies in North America. The GBW Joint Venture segment provides railcar repair, refurbishment, retrofitting and maintenance services through 33 shops throughout North America, 12 of which are currently tank car certified by the Association of American Railroads (AAR). We also produce rail castings through an unconsolidated joint venture.

Our total manufacturing backlog of railcar units as of May 31, 2015 was approximately 45,100 units with an estimated value of $4.86 billion of which 37,500 units with a value of $4.21 billion are for direct sales and 7,600 units with a value of $0.65 billion are intended for syndications to third parties with a lease attached. Backlog as of May 31, 2014 was 26,400 units with an estimated value of $2.75 billion. Currently no orders in our backlog are intended to be placed into our owned lease fleet. Multi-year supply agreements are a part of rail industry practice. 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. Marine backlog as of May 31, 2015 was $70 million compared to $110 million as of May 31, 2014.

Our backlog of railcar units and marine vessels is not necessarily indicative of future results of operations. Certain orders in backlog are subject to customary documentation and completion of terms. Customer orders contain terms and conditions customary in the industry. In most cases, little variation has been experienced between the quantity ordered and the quantity actually delivered, though the timing of deliveries may be modified from time to time.

On May 6, 2015, we announced that we have closed on the previously reported acquisition of a 19.5% ownership stake in Amsted-Maxion Hortolândia, the leading railcar manufacturer in South America, for approximately $15 million. We have an option to acquire an additional 40.5% ownership interest, to be exercised no later than September 30, 2017.

THE GREENBRIER COMPANIES, INC.

Three Months Ended May 31, 2015 Compared to Three Months Ended May 31, 2014

Overview

Revenue, cost of revenue, margin and operating profit presented below, include amounts from external parties and exclude intersegment activity that is eliminated in consolidation.


	Three Months Ended May 31,
(In thousands)	2015			2014
Revenue:
Manufacturing	$	593,376		$	425,583
Wheels & Parts		97,407			140,663
Leasing & Services		23,823			27,039

		714,606			593,285
Cost of revenue:
Manufacturing		465,658			351,829
Wheels & Parts		89,645			129,825
Leasing & Services		10,017			14,856

		565,320			496,510
Margin:
Manufacturing		127,718			73,754
Wheels & Parts		7,762			10,838
Leasing & Services		13,806			12,183

		149,286			96,775
Selling and administrative		45,595			34,800
Net gain on disposition of equipment		(720	)		(5,619	)
Restructuring charges		—			56

Earnings from operations		104,411			67,538
Interest and foreign exchange		4,285			5,437

Earnings before income taxes and earnings from unconsolidated affiliates		100,126			62,101
Income tax expense		(30,783	)		(16,303	)

Earnings before earnings from unconsolidated affiliates		69,343			45,798
Earnings from unconsolidated affiliates		982			298

Net earnings		70,325			46,096
Net earnings attributable to noncontrolling interest		(27,514	)		(12,508	)

Net earnings attributable to Greenbrier	$	42,811		$	33,588

Diluted earnings per common share	$	1.33		$	1.03

Performance for our segments is evaluated based on operating profit. Corporate includes selling and administrative costs not directly related to goods and services and certain costs that are intertwined among segments due to our integrated business model. Management does not allocate Interest and foreign exchange or Income tax expense for either external or internal reporting purposes.


	Three Months Ended May 31,
(In thousands)	2015			2014
Operating profit (loss):
Manufacturing	$	115,675		$	61,116
Wheels & Parts		5,078			5,524
Leasing & Services		10,824			14,582
Corporate		(27,166	)		(13,684	)

	$	104,411		$	67,538

THE GREENBRIER COMPANIES, INC.

Consolidated Results


	Three Months Ended May 31,						Increase (Decrease)			% Change
(In thousands)	2015			2014			Increase (Decrease)			% Change
Revenue	$	714,606		$	593,285		$	121,321			20.4	%
Cost of revenue	$	565,320		$	496,510		$	68,810			13.9	%
Margin (%)		20.9	%		16.3	%		4.6	%		*
Net earnings attributable to Greenbrier	$	42,811		$	33,588		$	9,223			27.5	%

*	Not meaningful

Through our integrated business model, we provide a broad range of custom products and services in each of our segments which have various average selling prices and margins. The demand for and mix of products and services delivered changes from period to period which causes fluctuations in our results of operations.

Revenue was $714.6 million and $593.3 million for the three months ended May 31, 2015 and 2014, respectively. The 20.4% increase in revenue was primarily due to a 39.4% increase in Manufacturing revenue as a result of a 33% higher volume of deliveries due to strong demand in the freight car market. These were partially offset by a decrease of 30.8% in Wheels & Parts revenue. On July 18, 2014 we contributed our Repair operations to GBW, an unconsolidated 50/50 joint venture. After July 18, 2014, the results of GBW were included as part of Earnings (loss) from unconsolidated affiliates as we account for our interest in GBW under the equity method of accounting. The decrease in Wheels & Parts revenue was primarily due to the three months ended May 31, 2015 excluding repair revenue as a result of contributing our repair business to GBW, while the three months ended May 31, 2014 included repair revenue. In addition, the increase in revenue was partially offset by a decrease of 11.9% in Leasing & Services revenue primarily the result of revenue recognized on the sale of railcars we purchased from a third party in the prior year.

Cost of revenue was $565.3 million and $496.5 million for the three months ended May 31, 2015 and 2014, respectively. The 13.9% increase in cost of revenue was primarily due to a 32.4% increase in Manufacturing cost of revenue primarily due to a 33% increase in railcar deliveries partially offset by improved production efficiencies and favorable foreign currency exchange rates. The increase in cost of revenue was partially offset by a decrease in cost of revenue of 30.9% in Wheels & Parts primarily due to the three months ended May 31, 2015 excluding repair cost of revenue as a result of contributing our repair business to an unconsolidated joint venture, GBW, in July 2014. The three months ended May 31, 2014 included repair cost of revenue. In addition, the increase in cost of revenue was partially offset by a decrease of 32.6% in Leasing & Services cost of revenue primarily due to the cost of purchasing railcars from a third party that were sold in the prior year.

Margin as a percentage of revenue was 20.9% and 16.3% for the three months ended May 31, 2015 and 2014, respectively. The overall 4.6% increase in margin was due to an increase in margin in all three of our segments. Manufacturing margin increased to 21.5% for the three months ended May 31, 2015 compared to 17.3% for the three months ended May 31, 2014 primarily due to a favorable change in pricing, improved production efficiencies and favorable foreign currency exchange rates. In addition, the three months ended May 31, 2015 had higher volumes of new railcar sales with leases attached which typically result in higher sales prices and margins. Wheels & Parts margin increased to 8.0% for the three months ended May 31, 2015 compared to 7.7% for the three months ended May 31, 2014. The three months ended May 31, 2015 excluded the results of our repair operations which in the recent past have had lower margins as a percentage of revenue than the rest of the segment. The increase in Wheels & Parts margin was partially offset by the adverse effect of declines in scrap metal pricing on wheel margins during the three months ended May 31, 2015. Leasing & Services margin increased to 58.0% for the three months ended May 31, 2015 compared to 45.1% for the three months ended May 31, 2014 primarily due to a higher average volume of rent-producing leased railcars for syndication.

Net earnings attributable to Greenbrier were $42.8 million and $33.6 million for the three months ended May 31, 2015 and May 31, 2014, respectively. The $9.2 million increase in net earnings was primarily attributable to an increase in margin as compared to the prior comparable period partially offset by an increase in selling and administrative expense.

THE GREENBRIER COMPANIES, INC.

Manufacturing Segment


	Three Months Ended May 31,						Increase (Decrease)			% Change
(In thousands)	2015			2014			Increase (Decrease)			% Change
Revenue	$	593,376		$	425,583		$	167,793			39.4	%
Cost of revenue	$	465,658		$	351,829		$	113,829			32.4	%
Margin (%)		21.5	%		17.3	%		4.2	%		*
Operating profit ($)	$	115,675		$	61,116		$	54,559			89.3	%
Operating profit (%)		19.5	%		14.4	%		5.1	%		*
Deliveries		5,700			4,300			1,400			32.6	%

*	Not meaningful

Manufacturing revenue was $593.4 million and $425.6 million for the three months ended May 31, 2015 and 2014, respectively. Manufacturing revenue increased $167.8 million or 39.4% primarily due to a 33% increase in the volume of deliveries with a mix which had a higher average selling price as compared to the prior comparable period as a result of favorable pricing and a change in product mix. These higher deliveries were in response to strong demand in the freight car market. In addition, the increase in Manufacturing revenue was attributed to an increase in marine activity as compared to the prior comparable period.

Manufacturing cost of revenue was $465.7 million and $351.8 million for the three months ended May 31, 2015 and 2014, respectively. Cost of revenue increased $113.8 million or 32.4% primarily due to an increase of 33% in the volume of railcar deliveries. This was partially offset by improved production efficiencies and favorable foreign currency exchange rates. In addition, the increase in Manufacturing cost of revenue was attributed to an increase in marine activity as compared to the prior comparable period.

Manufacturing margin as a percentage of revenue for the three months ended May 31, 2015 was 21.5% compared to 17.3% for the three months ended May 31, 2014. The 4.2% increase in margin was primarily due to favorable pricing, improved production efficiencies and favorable foreign currency exchange rates. In addition, the three months ended May 31, 2015 had higher volumes of new railcar sales with leases attached which typically result in higher sales prices and margins.

Manufacturing operating profit was $115.7 million or 19.5% of revenue for the three months ended May 31, 2015 and $61.1 million or 14.4% of revenue for the three months ended May 31, 2014. The $54.6 million or 89.3% increase in operating profit was primarily attributed to higher margins.

THE GREENBRIER COMPANIES, INC.

Wheels & Parts Segment

This segment included the results of operations for our Repair operations through July 18, 2014. On July 18, 2014 we and Watco, our joint venture partner, contributed our respective Repair operations to GBW, an unconsolidated 50/50 joint venture. After July 18, 2014, the results of GBW were included as part of Earnings (loss) from unconsolidated affiliates as we account for our interest in GBW under the equity method of accounting.


	Three Months Ended May 31,						Increase (Decrease)			% Change
(In thousands)	2015			2014			Increase (Decrease)			% Change
Revenue	$	97,407		$	140,663		$	(43,256	)		(30.8	%)
Cost of revenue	$	89,645		$	129,825		$	(40,180	)		(30.9	%)
Margin (%)		8.0	%		7.7	%		0.3	%		*
Operating profit ($)	$	5,078		$	5,524		$	(446	)		(8.1	%)
Operating profit (%)		5.2	%		3.9	%		1.3	%		*

*	Not meaningful

Wheels & Parts revenue was $97.4 million and $140.7 million for the three months ended May 31, 2015 and 2014, respectively. The $43.3 million or 30.8% decrease in revenue was primarily due to the three months ended May 31, 2015 excluding repair revenue as a result of contributing our repair business to GBW, while the three months ended May 31, 2014 included $42.1 million of repair revenue. The decrease in revenue was also attributed to an 8.2% decrease in wheel set and component volumes due to a decrease in demand and a decrease in scrap metal pricing. These were partially offset by 11.9% increase in parts revenue.

Wheels & Parts cost of revenue was $89.6 million and $129.8 million for the three months ended May 31, 2015 and 2014, respectively. Cost of revenue decreased $40.2 million or 30.9% primarily due to the three months ended May 31, 2015 excluding repair cost of revenue as a result of contributing our repair business to GBW, while the three months ended May 31, 2014 included repair cost of revenue. In addition, the decrease in cost of revenue was due to lower wheel set and component costs associated with decreased volumes.

Wheels & Parts margin as a percentage of revenue for the three months ended May 31, 2015 was 8.0% compared to 7.7% for the three months ended May 31, 2014. The three months ended May 31, 2015 excluded the results of our repair operations which in the recent past have had lower margins as a percentage of revenue than the rest of the segment. In addition, the increase in margin was due to a more favorable parts product mix. These were partially offset by the adverse effect of declines in scrap metal pricing on wheel margins during the three months ended May 31, 2015.

Wheels & Parts operating profit was $5.1 million or 5.2% of revenue for the three months ended May 31, 2015 and $5.5 million or 3.9% of revenue for the three months ended May 31, 2014. The $0.4 million or 8.1% decrease in operating profit was primarily attributed to a decrease in margin in the current year partially offset by restructuring charges of $0.1 million in the prior year.

THE GREENBRIER COMPANIES, INC.

Leasing & Services Segment


	Three Months Ended May 31,						Increase (Decrease)			% Change
(In thousands)	2015			2014			Increase (Decrease)			% Change
Revenue	$	23,823		$	27,039		$	(3,216	)		(11.9	%)
Cost of revenue	$	10,017		$	14,856		$	(4,839	)		(32.6	%)
Margin (%)		58.0	%		45.1	%		12.9	%		*
Operating profit ($)	$	10,824		$	14,582		$	(3,758	)		(25.8	%)
Operating profit (%)		45.4	%		53.9	%		(8.5	%)		*

*	Not meaningful

Leasing & Services revenue was $23.8 million and $27.0 million for the three months ended May 31, 2015 and 2014, respectively. The $3.2 million or 11.9% decrease in revenue was primarily the result of revenue recognized on the sale of railcars we purchased from a third party in the prior year. These railcars were not manufactured by our company, but rather purchased from a third party with a lease attached, with the intent to resell them. The gross proceeds of $7.8 million from the sale of these railcars with leases attached were recorded as revenue and the cost of purchasing these railcars from a third party was recorded in cost of sales. This was partially offset by a higher average volume of rent-producing leased railcars for syndication held short-term, which is classified as Leased railcars for syndication on our Consolidated Balance Sheet.

Leasing & Services cost of revenue was $10.0 million and $14.9 million for the three months ended May 31, 2015 and 2014, respectively. Cost of revenue decreased $4.8 million or 32.6% primarily due to the cost of purchasing railcars from a third party that were sold in the prior year.

Leasing & Services margin as a percentage of revenue for the three months ended May 31, 2015 was 58.0% compared to 45.1% for the three months ended May 31, 2014. The 12.9% increase was primarily the result of a higher average volume of rent-producing leased railcars for syndication as compared to the prior year. In addition the increase was attributed to a lower margin percentage on the syndication of railcars purchased from a third party in the prior year.

Leasing & Services operating profit was $10.8 million or 45.4% of revenue for the three months ended May 31, 2015 and $14.6 million or 53.9% of revenue for the three months ended May 31, 2014. The $3.8 million or 25.8% decrease in operating profit was primarily attributed to a $4.9 million decrease in Net gain on disposition of equipment partially offset by a $1.6 million increase in gross margin.

The percentage of owned units on lease at May 31, 2015 was 97.6% compared to 97.9% at May 31, 2014.

THE GREENBRIER COMPANIES, INC.

GBW Joint Venture Segment

On July 18, 2014, we and Watco, our joint venture partner, contributed our respective Repair operations to GBW, an unconsolidated 50/50 joint venture which became our fourth reportable segment (GBW Joint Venture) upon formation. The results of operations for the GBW Joint Venture are not consolidated in our financial statements as the investment is accounted for under the equity method of accounting.

For the three months ended May 31, 2015, GBW generated total revenue of $88.8 million from its 33 railcar repair, refurbishment and retrofitting shops. For the three months ended May 31, 2015, GBW margin as a percentage of revenue was 7.4%.

To reflect our 50% share of GBW’s results, we recorded earnings of $0.4 million in Earnings from unconsolidated affiliates associated with GBW for the three months ended May 31, 2015.

Selling and Administrative Expense


	Three Months Ended May 31,				Increase (Decrease)		% Change
(In thousands)	2015		2014		Increase (Decrease)		% Change
Selling and administrative expense	$	45,595	$	34,800	$	10,795		31.0	%

Selling and administrative expense was $45.6 million or 6.4% of revenue for the three months ended May 31, 2015 compared to $34.8 million or 5.9% of revenue for the prior comparable period. The $10.8 million increase was primarily attributed to $5.8 million in professional fees and other transaction costs in the current quarter in connection with a potential acquisition, a $3.3 million increase in employee related costs including an increase in long term incentive compensation and additional headcount based on current levels of activity, $1.7 million in costs in the current quarter associated with our advocacy of new tank car regulations and a $0.5 million increase in travel and entertainment expenses primarily for new business development. These were partially offset by our repair operations being excluded from the three months ended May 31, 2015. Subsequent to quarter end, discussions related to the potential acquisition were terminated.

Net Gain on Disposition of Equipment

Net gain on disposition of equipment was $0.7 million for the three months ended May 31, 2015, compared to $5.6 million for the prior comparable period. Assets from our lease fleet are periodically sold in the normal course of business in order to take advantage of market conditions and to manage risk and liquidity. All of the current year’s gain and prior year’s gain was realized on the disposition of leased assets.

Restructuring Charges

During the fourth quarter of 2013, we implemented a restructuring plan to sell or close certain wheels, repair and parts facilities to enhance margins and improve capital efficiency. Restructuring charges related to this plan totaled $0.1 million for the three months ended May 31, 2014 and consisted of employee related termination costs and other expenses.

THE GREENBRIER COMPANIES, INC.

Other Costs

Interest and foreign exchange expense was comprised of the following:


	Three Months Ended May 31,					Increase
(In thousands)	2015			2014		(Decrease)
Interest and foreign exchange:
Interest and other expense	$	5,151		$	4,861	$	290
Foreign exchange (gain) loss		(866	)		576		(1,442	)

	$	4,285		$	5,437	$	(1,152	)

The $1.2 million decrease in interest and foreign exchange expense from the prior comparable period was primarily attributed to the strengthening of the US Dollar against the Mexican Peso which resulted in a $0.9 million foreign exchange gain in the current year compared to a $0.6 million foreign exchange loss in the prior year. This was partially offset by an increase of $0.3 million due to higher interest expense on increased levels of average borrowings as compared to the prior comparable period.

Income Tax

The tax rate for the three months ended May 31, 2015 was 30.7%, compared to 26.3% for the three months ended May 31, 2014. The tax rate for the prior period was lower primarily due to a discrete tax benefit booked last year to reflect a change in the state tax rate at which deferred tax items are projected to reverse.

The tax rate can fluctuate period-to-period due to changes in the projected mix of foreign and domestic pre-tax earnings and due to discrete tax items booked within the interim period. It can also fluctuate with changes in the proportion of projected pre-tax earnings attributable to our Mexican railcar manufacturing joint venture because the joint venture is predominantly treated as a partnership for tax purposes and, as a result, the partnership’s entire pre-tax earnings are included in Earnings before income taxes and earnings from unconsolidated affiliate, whereas only our 50% share of the tax is included in Income tax expense.

Earnings From Unconsolidated Affiliates

Earnings from unconsolidated affiliates was $1.0 million for the three months ended May 31, 2015 and primarily included our share of after-tax earnings from our castings joint venture and our share of after-tax results from our GBW Joint Venture including eliminations associated with GBW transactions with other Greenbrier entities. Earnings from unconsolidated affiliates was $0.3 million for the three months ended May 31, 2014 and primarily included our share of after-tax earnings from our castings joint venture.

Noncontrolling Interest

Net earnings attributable to noncontrolling interest was $27.5 million for the three months ended May 31, 2015 compared to $12.5 million in the prior comparable period. These amounts primarily represent our joint venture partner’s share in the results of operations of our Mexican railcar manufacturing joint venture, adjusted for intercompany sales. The increase of $15.0 million from the prior year is primarily a result of operating at higher production rates and lower intercompany activity.

THE GREENBRIER COMPANIES, INC.

Nine Months Ended May 31, 2015 Compared to Nine Months Ended May 31, 2014

Overview


	Nine Months Ended May 31,
(In thousands)	2015			2014
Revenue:
Manufacturing	$	1,478,566		$	1,132,811
Wheels & Parts		286,671			390,604
Leasing & Services		74,576			62,441

		1,839,813			1,585,856
Cost of revenue:
Manufacturing		1,184,922			969,841
Wheels & Parts		259,285			365,740
Leasing & Services		32,942			34,090

		1,477,149			1,369,671
Margin:
Manufacturing		293,644			162,970
Wheels & Parts		27,386			24,864
Leasing & Services		41,634			28,351

		362,664			216,185
Selling and administrative		112,223			89,034
Net gain on disposition of equipment		(924	)		(14,686	)
Restructuring charges		—			1,475

Earnings from operations		251,365			140,362

Interest and foreign exchange		9,355			14,280

Earnings before income taxes and earnings from unconsolidated affiliates		242,010			126,082
Income tax expense		(76,209	)		(36,708	)

Earnings before earnings from unconsolidated affiliates		165,801			89,374
Earnings from unconsolidated affiliates		1,552			272

Net earnings		167,353			89,646
Net earnings attributable to noncontrolling interest		(41,405	)		(25,083	)

Net earnings attributable to Greenbrier	$	125,948		$	64,563

Diluted earnings per common share	$	3.91		$	2.01


	Nine Months Ended May 31,
(In thousands)	2015			2014
Operating profit (loss):
Manufacturing	$	258,602		$	129,542
Wheels & Parts		20,986			8,724
Leasing & Services		31,677			32,888
Corporate		(59,900	)		(30,792	)

	$	251,365		$	140,362

THE GREENBRIER COMPANIES, INC.

Consolidated Results


	Nine Months Ended May 31,						Increase (Decrease)			% Change
(In thousands)	2015			2014			Increase (Decrease)			% Change
Revenue	$	1,839,813		$	1,585,856		$	253,957			16.0	%
Cost of revenue	$	1,477,149		$	1,369,671		$	107,478			7.8	%
Margin (%)		19.7	%		13.6	%		6.1	%		*
Net earnings attributable to Greenbrier	$	125,948		$	64,563		$	61,385			95.1	%

*	Not meaningful

Revenue was $1.8 billion and $1.6 billion for the nine months ended May 31, 2015 and 2014, respectively. The 16.0% increase in revenue was primarily due to a 30.5% increase in Manufacturing revenue as a result of a 31% higher volume of deliveries due to strong demand in the freight car market. The increase in revenue was also attributed to a 19.4% increase in Leasing & Services revenue primarily the result of a higher average volume of rent-producing leased railcars for syndication. These were partially offset by a decrease of 26.6% in Wheels & Parts revenue. On July 18, 2014 we contributed our Repair operations to GBW, an unconsolidated 50/50 joint venture. After July 18, 2014, the results of GBW were included as part of Earnings (loss) from unconsolidated affiliates as we account for our interest in GBW under the equity method of accounting. The decrease in Wheels & Parts revenue was primarily due to the nine months ended May 31, 2015 excluding repair revenue as a result of contributing our repair business to GBW, while the nine months ended May 31, 2014 included repair revenue.

Cost of revenue was $1.5 billion and $1.4 billion for the nine months ended May 31, 2015 and 2014, respectively. The 7.8% increase in cost of revenue was primarily due to a 22.2% increase in Manufacturing cost of revenue primarily due to a 31% increase in railcar deliveries with a mix which had a lower average labor and material content. The increase in cost of revenue for Manufacturing was partially offset by improved production efficiencies and favorable foreign currency exchange rates. The increase in cost of revenue was partially offset by a decrease in cost of revenue of 29.1% in Wheels & Parts primarily due to the nine months ended May 31, 2015 excluding repair cost of revenue as a result of contributing our repair business to an unconsolidated joint venture, GBW, in July 2014. The nine months ended May 31, 2014 included repair cost of revenue. The increase in cost of revenue was partially offset by a 3.4% decrease in Leasing & Services cost of revenue primarily due to lower transportation costs and a decrease in the cost of purchasing railcars from a third party that were sold in the prior year.

Margin as a percentage of revenue was 19.7% and 13.6% for the nine months ended May 31, 2015 and 2014, respectively. The overall 6.1% increase in margin was due to an increase in margin in all three of our segments. Manufacturing margin increased to 19.9% for the nine months ended May 31, 2015 compared to 14.4% for the nine months ended May 31, 2014 primarily due to favorable pricing, improved production efficiencies and favorable foreign currency exchange rates. In addition, the nine months ended May 31, 2015 had higher volumes of new railcar sales with leases attached which typically result in higher sales prices and margins. Wheels & Parts margin increased to 9.6% for the nine months ended May 31, 2015 compared to 6.4% for the nine months ended May 31, 2014. The nine months ended May 31, 2015 excluded the results of our repair operations which historically have had lower margins as a percentage of revenue than the rest of the segment. The increase in Wheels & Parts margin was partially offset by the adverse effect of declines in scrap metal pricing on wheel margins during the nine months ended May 31, 2015. Leasing & Services margin increased to 55.8% for the nine months ended May 31, 2015 compared to 45.4% for the nine months ended May 31, 2014 primarily the result of a higher average volume of rent-producing leased railcars for syndication.

Net earnings attributable to Greenbrier was $125.9 million and $64.6 million for the nine months ended May 31, 2015 and May 31, 2014, respectively. The $61.4 million increase in net earnings was primarily attributable to an increase in margin as compared to the prior comparable period partially offset by an increase in selling and administrative expense.

THE GREENBRIER COMPANIES, INC.

Manufacturing Segment


	Nine Months Ended May 31,						Increase (Decrease)			% Change
(In thousands)	2015			2014			Increase (Decrease)			% Change
Revenue	$	1,478,566		$	1,132,811		$	345,755			30.5	%
Cost of revenue	$	1,184,922		$	969,841		$	215,081			22.2	%
Margin (%)		19.9	%		14.4	%		5.5	%		*
Operating profit ($)	$	258,602		$	129,542		$	129,060			99.6	%
Operating profit (%)		17.5	%		11.4	%		6.1	%		*
Deliveries		14,900			11,400			3,500			30.7	%

*	Not meaningful

Manufacturing revenue was $1.5 billion and $1.1 billion for the nine months ended May 31, 2015 and 2014, respectively. Manufacturing revenue increased $345.8 million or 30.5% primarily due to a 31% increase in the volume of deliveries in response to strong demand in the freight car market and an increase in marine activity as compared to the prior comparable period.

Manufacturing cost of revenue was $1.2 billion and $1.0 billion for the nine months ended May 31, 2015 and 2014, respectively. Cost of revenue increased $215.1 million or 22.2% primarily due to an increase of 31% in the volume of railcar deliveries with a mix which had a lower average labor and material content. This was partially offset by improved production efficiencies and favorable foreign currency exchange rates. In addition, the increase in Manufacturing cost of revenue was attributed to an increase in marine activity as compared to the prior comparable period.

Manufacturing margin as a percentage of revenue for the nine months ended May 31, 2015 was 19.9% compared to 14.4% for the nine months ended May 31, 2014. The 5.5% increase in margin was primarily due to favorable pricing, improved production efficiencies and favorable foreign currency exchange rates. In addition, the nine months ended May 31, 2015 had higher volumes of new railcar sales with leases attached which typically result in higher sales prices and margins.

Manufacturing operating profit was $258.6 million or 17.5% of revenue for the nine months ended May 31, 2015 and $129.5 million or 11.4% of revenue for the nine months ended May 31, 2014. The $129.1 million or 99.6% increase in operating profit was primarily attributed to higher margins.

THE GREENBRIER COMPANIES, INC.

Wheels & Parts Segment


	Nine Months Ended May 31,						Increase (Decrease)			% Change
(In thousands)	2015			2014			Increase (Decrease)			% Change
Revenue	$	286,671		$	390,604		$	(103,933	)		(26.6	%)
Cost of revenue	$	259,285		$	365,740		$	(106,455	)		(29.1	%)
Margin (%)		9.6	%		6.4	%		3.2	%		*
Operating profit ($)	$	20,986		$	8,724		$	12,262			140.6	%
Operating profit (%)		7.3	%		2.2	%		5.1	%		*

*	Not meaningful

Wheels & Parts revenue was $286.7 million and $390.6 million for the nine months ended May 31, 2015 and 2014, respectively. The $103.9 million or 26.6% decrease in revenue was primarily due to the nine months ended May 31, 2015 excluding repair revenue as a result of contributing our repair business to GBW, while the nine months ended May 31, 2014 included $117.0 million of repair revenue. The decrease in revenue was also attributed to a decrease in scrap metal pricing. This was partially offset by an increase in wheel set and component volumes as a result of increased demand.

Wheels & Parts cost of revenue was $259.3 million and $365.7 million for the nine months ended May 31, 2015 and 2014, respectively. Cost of revenue decreased $106.5 million or 29.1% primarily due to the nine months ended May 31, 2015 excluding repair cost of revenue as a result of contributing our repair business to GBW, while the nine months ended May 31, 2014 included repair cost of revenue. This was partially offset by an increase in wheel set and component costs associated with increased volumes as a result of increased demand.

Wheels & Parts margin as a percentage of revenue for the nine months ended May 31, 2015 was 9.6% compared to 6.4% for the nine months ended May 31, 2014. The nine months ended May 31, 2015 excluded the results of our repair operations which in the recent past have had lower margins as a percentage of revenue than the rest of the segment. In addition, the increase in margin was due to a favorable change in wheel pricing and a more favorable parts product mix. These were partially offset by the adverse effect of declines in scrap metal pricing on wheel margins during the nine months ended May 31, 2015.

Wheels & Parts operating profit was $21.0 million or 7.3% of revenue for the nine months ended May 31, 2015 and $8.7 million or 2.2% of revenue for the nine months ended May 31, 2014. The $12.3 million or 140.6% increase in operating profit was primarily attributed to an increase in margin in the current year and restructuring charges of $1.5 million in the prior year.

THE GREENBRIER COMPANIES, INC.

Leasing & Services Segment


	Nine Months Ended May 31,						Increase (Decrease)			% Change
(In thousands)	2015			2014			Increase (Decrease)			% Change
Revenue	$	74,576		$	62,441		$	12,135			19.4	%
Cost of revenue	$	32,942		$	34,090		$	(1,148	)		(3.4	%)
Margin (%)		55.8	%		45.4	%		10.4	%		*
Operating profit ($)	$	31,677		$	32,888		$	(1,211	)		(3.7	%)
Operating profit (%)		42.5	%		52.7	%		(10.2	%)		*

*	Not meaningful

Leasing & Services revenue was $74.6 million and $62.4 million for the nine months ended May 31, 2015 and 2014, respectively. The $12.1 million or 19.4% increase in revenue was primarily the result of a higher average volume of rent-producing leased railcars for syndication held short-term, which is classified as Leased railcars for syndication on our Consolidated Balance Sheet. The increase in revenue was also attributed to a 32% increase in management services revenue due to the addition of new management service agreements.

Leasing & Services cost of revenue was $32.9 million and $34.1 million for the nine months ended May 31, 2015 and 2014, respectively. Cost of revenue decreased $1.1 million or 3.4% primarily due to lower transportation costs and a decrease in the cost of purchasing railcars from a third party that were sold in the prior year.

Leasing & Services margin as a percentage of revenue for the nine months ended May 31, 2015 was 55.8% compared to 45.4% for the nine months ended May 31, 2014. The 10.4% increase was primarily the result of a higher average volume of rent-producing leased railcars for syndication as compared to the prior year and lower transportation costs.

Leasing & Services operating profit was $31.7 million or 42.5% of revenue for the nine months ended May 31, 2015 and $32.9 million and 52.7% of revenue for the nine months ended May 31, 2014. The $1.2 million or 3.7% decrease in operating profit was primarily attributed to a $13.4 decrease in Net gain on disposition of equipment partially offset by a $13.3 million increase in gross margin.

THE GREENBRIER COMPANIES, INC.

GBW Joint Venture Segment

For the nine months ended May 31, 2015, GBW generated total revenue of $254.7 million from its 33 railcar repair, refurbishment and retrofitting shops. For the nine months ended May 31, 2015, GBW margin as a percentage of revenue was 6.0%.

To reflect our 50% share of GBW’s results, we recorded earnings of $0.4 million in Earnings from unconsolidated affiliates associated with GBW for the nine months ended May 31, 2015.

Selling and Administrative Expense


	Nine Months Ended May 31,				Increase (Decrease)		% Change
(In thousands)	2015		2014		Increase (Decrease)		% Change
Selling and administrative expense	$	112,223	$	89,034	$	23,189		26.0	%

Selling and administrative expense was $112.2 million or 6.1% of revenue for the nine months ended May 31, 2015 compared to $89.0 million or 5.6% of revenue for the prior comparable period. The $23.2 million increase was primarily attributed to a $10.8 million increase in employee related costs including long term and short term incentive compensation and additional headcount based on current levels of activity, $5.8 million in professional fees and other transaction costs in the current year in connection with a potential acquisition, a $2.6 million increase in travel and entertainment expenses primarily for new business development, $2.4 million in costs in the current year associated with our advocacy of new tank car regulations and $1.9 million in legal, accounting and consulting costs in the current year associated with the previously disclosed investigation at our Concarril manufacturing facility. These were partially offset by our repair operations being excluded from the three months ended May 31, 2015. Subsequent to quarter end, discussions related to the potential acquisition were terminated.

Net Gain on Disposition of Equipment

Net gain on disposition of equipment was $0.9 million for the nine months ended May 31, 2015, compared to $14.7 million for the prior comparable period. Assets from our lease fleet are periodically sold in the normal course of business in order to take advantage of market conditions and to manage risk and liquidity.

All of the current year’s gain of $0.9 million was realized on the disposition of leased assets. The prior year’s gain included $14.3 million that was realized on the disposition of leased assets and $0.4 million on the disposition of equipment related to our restructuring plan to sell or close certain wheels, repair and parts facilities to enhance margins and improve capital efficiency.

Restructuring Charges

During the fourth quarter of 2013, we implemented a restructuring plan to sell or close certain wheels, repair and parts facilities to enhance margins and improve capital efficiency. Restructuring charges related to this plan totaled $1.5 million for the nine months ended May 31, 2014 and consisted of employee related termination costs and other expenses.

THE GREENBRIER COMPANIES, INC.

Other Costs

Interest and foreign exchange expense was comprised of the following:


	Nine Months Ended May 31,					Increase
(In thousands)	2015			2014		(Decrease)
Interest and foreign exchange:
Interest and other expense	$	14,917		$	13,522	$	1,395
Foreign exchange (gain) loss		(5,562	)		758		(6,320	)

	$	9,355		$	14,280	$	(4,925	)

The $4.9 million decrease in interest and foreign exchange expense from the prior comparable period was primarily attributed to the strengthening of the US Dollar against the Mexican Peso which resulted in a $5.6 million foreign exchange gain in the current year compared to a $0.8 million foreign exchange loss in the prior year. This was partially offset by an increase of $1.4 million due to higher interest expense on increased levels of average borrowings as compared to the prior comparable period.

Income Tax

The tax rate for the nine months ended May 31, 2015 was 31.5%, compared to 29.1% for the nine months ended May 31, 2014. The tax rate for the prior period was lower primarily due to a discrete tax benefit booked last year to reflect a change in the state tax rate at which deferred tax items are projected to reverse.

Earnings From Unconsolidated Affiliates

Earnings from unconsolidated affiliates was $1.6 million for the nine months ended May 31, 2015 and primarily included our share of after-tax earnings from our castings joint venture and our share of after-tax results from our GBW Joint Venture including eliminations associated with GBW transactions with other Greenbrier entities. Earnings from unconsolidated affiliates was $0.3 million for the nine months ended May 31, 2014 and primarily included our share of after-tax earnings from our castings joint venture.

Noncontrolling Interest

Net earnings attributable to noncontrolling interest was $41.4 million for the nine months ended May 31, 2015 compared to $25.1 million in the prior comparable period. These amounts primarily represent our joint venture partner’s share in the results of operations of our Mexican railcar manufacturing joint venture, adjusted for intercompany sales. The increase of $16.3 million from the prior year is primarily a result of operating at higher production rates partially offset by higher intercompany activity.

THE GREENBRIER COMPANIES, INC.

Liquidity and Capital Resources


	Nine Months Ended May 31,
(In thousands)	2015			2014
Net cash provided by operating activities	$	29,557		$	81,740
Net cash provided by (used in) investing activities		(100,244	)		3,079
Net cash provided by financing activities		14,629			13,796
Effect of exchange rate changes		(6,075	)		2,442

Net increase (decrease) in cash and cash equivalents	$	(62,133	)	$	101,057

We have been financed through cash generated from operations and borrowings. At May 31, 2015, cash and cash equivalents were $122.8 million, a decrease of $62.1 million from $184.9 million at August 31, 2014.

Cash provided by operating activities was $29.6 million for the nine months ended May 31, 2015 compared to $81.7 million for the nine months ended May 31, 2014. The change from the prior year was primarily due to a change in working capital needs and increased volume of leased railcars for syndication due to operating at higher levels of production through our lease syndication model.

Cash provided by or used in investing activities primarily related to capital expenditures net of proceeds from the sale of assets. Cash used in investing activities for the nine months ended May 31, 2015 was $100.2 million compared to cash provided by investing activities of $3.1 million for the nine months ended May 31, 2014.

Capital expenditures totaled $75.9 million and $34.5 million for the nine months ended May 31, 2015 and 2014. Proceeds from the sale of assets, which primarily related to sales of railcars from our lease fleet within Leasing & Services, were approximately $4.6 million and $39.5 million for the nine months ended May 31, 2015 and 2014.

Approximately $60.6 million and $24.7 million of capital expenditures for the nine months ended May 31, 2015 and 2014 were attributable to Manufacturing operations. Capital expenditures for Manufacturing are expected to be approximately $95.0 million in 2015 and primarily relate to enhancements to our manufacturing facilities and replacement of certain leased manufacturing capacity in Mexico with an alternative site and expansion of capacity, with the capability for tank car production, at our manufacturing facilities in Mexico.

Approximately $10.2 million and $4.0 million of capital expenditures for the nine months ended May 31, 2015 and 2014 were attributable to Leasing & Services operations. Leasing & Services and corporate capital expenditures for 2015 are expected to be approximately $11.0 million. Proceeds from sales of leased railcar equipment are expected to be approximately $5.0 million for 2015. Assets from our lease fleet are periodically sold in the normal course of business in order to take advantage of market conditions and to manage risk and liquidity.

Wheels & Parts capital expenditures for the nine months ended May 31, 2015 and 2014 were $5.1 million and $5.8 million and are expected to be approximately $10.0 million in 2015 for maintenance and improvement of existing facilities.

Cash provided by financing activities was $14.6 million for the nine months ended May 31, 2015 compared to $13.8 million for the nine months ended May 31, 2014. The change in cash provided by financing activities was primarily attributed to an increase in proceeds from debt, net of repayments, a $22.2 million increase in the repurchase of stock and $12.1 million in dividend payments during the nine months ended May 31, 2015.

THE GREENBRIER COMPANIES, INC.

A quarterly dividend of $0.15 per share was declared on June 30, 2015.

Our 3.5% convertible senior notes will mature on April 1, 2018, unless earlier repurchased by us or converted in accordance with their terms. Holders may convert at their option at any time prior to the business day immediately preceding the stated maturity date. During 2015, $93.1 million in principal of the original $230.0 million was converted into 2.5 million shares of our common stock which resulted in a principal balance of $136.9 million as of May 31, 2015. Associated debt issuance costs of $1.3 million were removed from Intangibles and other assets, net and charged against additional paid in capital.

In October 2013, the Board of Directors authorized our company to repurchase up to $50 million of our common stock. We completed this share repurchase program in October 2014. In October 2014, the Board of Directors authorized a new share repurchase program for our company to repurchase up to $50 million of our common stock. In January 2015, the Board of Directors authorized a $25 million increase to the October 2014 share repurchase program, bringing the total to $75 million. During the three and nine months ended May 31, 2015, we repurchased a total of 28,363 and 891,041 shares for approximately $1.5 million and $48.5 million under our share repurchase programs. As of May 31, 2015 we had $42.1 million available under the $75 million share repurchase program.

Senior secured credit facilities, consisting of three components, aggregated to $346.2 million as of May 31, 2015. We had an aggregate of $203.9 million available to draw down under committed credit facilities as of May 31, 2015. This amount consists of $167.2 million available on the North American credit facility, $16.2 million on the European credit facilities and $20.5 million on the Mexican joint venture credit facilities as of May 31, 2015.

As of May 31, 2015, a $290.0 million revolving line of credit secured by substantially all of our assets in the U.S. not otherwise pledged as security for term loans, maturing June 2016, was available to provide working capital and interim financing of equipment, principally for the U.S. and Mexican operations. Advances under this facility bear interest at LIBOR plus 2.25% or Prime plus 1.25% depending on the type of borrowing. 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 fixed charges coverage ratios.

As of May 31, 2015, lines of credit totaling $16.2 million secured by certain of our European assets, with various variable rates that range from Warsaw Interbank Offered Rate (WIBOR) plus 1.2% to WIBOR plus 1.3%, 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 February 2016 through June 2017.

Our Mexican joint venture has two lines of credit totaling $40.0 million. The first line of credit provides up to $10.0 million and is secured by certain of the joint venture’s accounts receivable and inventory. Advances under this facility bear interest at LIBOR plus 2.5%. The Mexican joint venture will be able to draw amounts available under this facility through June 2016. The second line of credit provides up to $30.0 million and is fully guaranteed by each of the joint venture partners, including our company. Advances under this facility bear interest at LIBOR plus 2.0%. The Mexican joint venture will be able to draw against this facility through January 2019.

The revolving and operating lines of credit, along with notes payable, contain covenants with respect to us and our various subsidiaries, the most restrictive of which, 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, 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 our 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.

THE GREENBRIER COMPANIES, INC.

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, we enter into foreign currency forward exchange contracts with established financial institutions to protect the margin on a portion of foreign currency sales in firm backlog, primarily in Euro. Given the strong credit standing of the counterparties, no provision has been made for credit loss due to counterparty non-performance.

As of May 31, 2015, the Mexican joint venture had $20.8 million of third party debt, of which we and our joint venture partner have each guaranteed approximately $18.8 million.

In accordance with customary business practices in Europe, we have $3.5 million in third party warranty guarantee facilities as of May 31, 2015. To date no amounts have been drawn under these guarantee facilities.

On July 18, 2014, we and Watco contributed our respective Repair operations to GBW, an unconsolidated 50/50 joint venture. We made $12.5 million in cash contributions in 2014 and $3.2 million in cash contributions and $7.5 million in loans during the nine months ended May 31, 2015. We expect to loan additional amounts, up to $7.0 million, during the fourth quarter of 2015. We are likely to make additional capital contributions or loans to GBW in the future. As of May 31, 2015, we had a $7.5 million note receivable and a $21.0 million account receivable from GBW. The account receivable from GBW was for the initial sale of inventory to GBW which may be converted into a note receivable during the year. We receive approximately $5 million annually from GBW in lease payments for our owned facilities and equipment leased to GBW as well as quarterly distributions of a portion of GBW’s earnings. During the nine months ended May 31, 2015, we received $0.7 million in quarterly distributions from GBW.

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 dividends, working capital needs, additional investments in GBW, planned capital expenditures and expected debt repayments during the next twelve months.

Off Balance Sheet Arrangements

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

THE GREENBRIER COMPANIES, INC.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. 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 amounts anticipated to be reported on tax return filings. Those anticipated amounts may change from when the financial statements are prepared to when the tax returns are filed. Further, because tax filings are subject to review by taxing authorities, there is risk that a position taken in preparation of a tax return may be challenged by a taxing authority. If a challenge is successful, differences in tax expense or between current and deferred tax items may arise in future periods. Any material effect of such differences would be reflected in the financial statements when management considers the effect probable of occurring and the amount reasonably estimable. Valuation allowances reduce deferred tax assets to amounts more likely than not that will be realized based on information available when the financial statements are prepared. This information 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.

Environmental costs - At times we may be involved in various proceedings related to environmental matters. We estimate future costs for known environmental remediation requirements and accrue for them when it is probable that we have incurred a liability and the related costs can be reasonably estimated based on currently available information. If further developments or resolution of an environmental matter result in facts and circumstances that are significantly different than the assumptions used to develop these reserves, the accrual for environmental remediation could be materially understated or overstated. Adjustments to these liabilities are made when additional information becomes available that affects the estimated costs to study or remediate any environmental issues or when expenditures for which reserves are established are made. Due to the uncertain nature of estimating potential environmental matters, there can be no assurance that we will not become involved in future litigation or other proceedings or, if we were found to be responsible or liable in any litigation or proceeding, that such costs would not be material to us.

THE GREENBRIER COMPANIES, INC.

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 collectability is reasonably assured.

Railcars are generally manufactured, repaired or refurbished and wheels and parts produced under firm orders from third parties. Revenue is recognized when these products or services are completed, accepted by an unaffiliated customer and contractual contingencies removed. 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.

We will periodically sell railcars with leases attached to financial investors. In addition we will often perform management or maintenance services at market rates for these railcars. Pursuant to the guidance in Accounting Standards Codification (ASC) 840-20-40, we evaluate the terms of any remarketing agreements and any contractual provisions that represent retained risk and the level of retained risk based on those provisions. We determine whether the level of retained risk exceeds 10% of the individual fair value of the railcars with leases attached that are delivered. For any contracts with multiple elements (i.e. railcars, maintenance, management services, etc.) we allocate revenue among the deliverables primarily based upon objective and reliable evidence of the fair value of each element in the arrangement. If objective and reliable evidence of fair value of any element is not available, we will use the element’s estimated selling price for purposes of allocating the total arrangement consideration among the elements.

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. If the forecast undiscounted future cash flows exceeded the carrying amount of the assets it would indicate that the assets were not impaired.

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

Goodwill and indefinite-lived intangible assets are tested for impairment annually during the third quarter. Goodwill and indefinite-lived intangible assets are also tested more frequently if changes in circumstances or the occurrence of events indicates that a potential impairment exists. When changes in circumstances, such as a decline in the market price of our common stock, changes in demand or in the numerous variables associated with the judgments, assumptions and estimates made in assessing the appropriate valuation of goodwill indicate the carrying amount of certain indefinite lived assets may not be recoverable, the assets are evaluated for impairment. Among other things, our assumptions used in the valuation of goodwill include growth of revenue and margins, market multiples, discount rates and increased cash flows over time. If actual operating results were to differ from these assumptions, it may result in an impairment of our goodwill.

THE GREENBRIER COMPANIES, INC.

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. The goodwill balance relates to the Wheels & Parts segment. Goodwill was tested during the third quarter of 2015 and we concluded that goodwill was not impaired.

THE GREENBRIER COMPANIES, INC.

Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign Currency Exchange Risk

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. At May 31, 2015, $73.7 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.

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 May 31, 2015, net assets of foreign subsidiaries aggregated $56.7 million and a 10% strengthening of the United States dollar relative to the foreign currencies would result in a decrease in equity of $5.7 million, or 0.8% 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 $96.5 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 May 31, 2015, 57% of our outstanding debt had fixed rates and 43% had variable rates. At May 31, 2015, a uniform 10% increase in variable interest rates would result in approximately $0.5 million of additional annual interest expense.

THE GREENBRIER COMPANIES, INC.

Item 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management has evaluated, under the supervision and with the participation of our President and Chief Executive Officer and our Chief Financial Officer, the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (the Exchange Act). Based on that evaluation, our President and Chief Executive Officer and our 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 our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended May 31, 2015 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

THE GREENBRIER COMPANIES, INC.

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

There is hereby incorporated by reference the information disclosed in Note 13 to Consolidated Financial Statements, Part I of this quarterly report.

Item 1A.

Risk Factors

This Form 10-Q should be read in conjunction with the risk factors and information disclosed in our Annual Report on Form 10-K for the year ended August 31, 2014. There have been no material changes in the risk factors described in our Annual Report on Form 10-K for the year ended August 31, 2014.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

In October 2013, the Board of Directors authorized the Company to repurchase up to $50 million of the Company’s common stock. The Company completed this share repurchase program in October 2014. In October 2014, the Board of Directors authorized a new share repurchase program for the Company to repurchase up to an additional $50 million of the Company’s common stock. In January 2015, the Board of Directors authorized a $25 million increase to the October 2014 share repurchase program, bringing the total to $75 million. The new share repurchase program expires June 30, 2016, but may be modified, suspended or discontinued at any time without prior notice. Under the share repurchase programs, shares of common stock may be purchased on the open market or through privately negotiated transactions from time-to-time. The timing and amount of purchases will be based upon market conditions, securities law limitations and other factors. The share repurchase programs do not obligate the Company to acquire any specific number of shares in any period.

Shares repurchased under these share repurchase programs in aggregate during the three months ended May 31, 2015 were as follows:


Period	Total Number of Shares Purchased		Average Price Paid Per Share (Including Commissions)		Total Number of Shares Purchased as Part of Publically Announced Plans or Programs		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
March 1, 2015 – March 31, 2015		28,363	$	53.09		28,363	$	42,130,010
April 1, 2015 – April 30, 2015		—		—		—	$	42,130,010
May 1, 2015 – May 31, 2015		—		—		—	$	42,130,010

		28,363				28,363

THE GREENBRIER COMPANIES, INC.

Item 6.

Exhibits

(a) List of Exhibits:


10.1*		The Greenbrier Companies, Inc. Form of Restricted Stock Unit Agreement, approved on May 22, 2015.

10.2*		Form of Agreement concerning Indemnification and Related Matters (Directors) between Registrant and its directors.

10.3		Railcar Remarketing and Management Agreement between Greenbrier Management Services, LLC and WL Ross-Greenbrier Rail I LLC, dated as of April 29, 2010.**

10.4		Advisory Services Agreement between Greenbrier Leasing Company LLC and WLR-Greenbrier Rail Inc., dated as of April 29, 2010.**

10.5		Contract Placement Agreement between Greenbrier Leasing Company LLC and WLR-Greenbrier Rail Inc., dated as of April 29, 2010.**

10.6		Line of Credit Participation Letter Agreement between Greenbrier Leasing Company LLC and WLR-Greenbrier Rail Inc., dated as of April 29, 2010.**

31.1		Certification pursuant to Rule 13a – 14 (a).

31.2		Certification pursuant to Rule 13a – 14 (a).

32.1		Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101		The following financial information from the Company’s Quarterly Report on Form 10-Q for the period ended May 31, 2015, formatted in XBRL (eXtensible Business Reporting Language) and furnished electronically herewith: (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Income; (iii) Consolidated Statements of Comprehensive Income; (iv) the Consolidated Statements of Equity, (v) the Consolidated Statements of Cash Flows; and (vi) the Notes to Condensed Consolidated Financial Statements.

*	Management contract or compensatory plan or arrangement.

**	The Company is filing full and unredacted versions of these Exhibits following the expiration of a confidential treatment order previously granted by the Securities and Exchange Commission with respect to certain information contained in such Exhibits.

THE GREENBRIER COMPANIES, INC.

SIGNATURES

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


	THE GREENBRIER COMPANIES, INC.

Date: July 1, 2015	By:	/s/ Mark J. Rittenbaum
		Mark J. Rittenbaum
		Executive Vice President and
		Chief Financial Officer
		(Principal Financial Officer)

Date: July 1, 2015	By:	/s/ Adrian J. Downes
		Adrian J. Downes
		Senior Vice President and
		Chief Accounting Officer
		(Principal Accounting Officer)

Exhibit 10.1

THE GREENBRIER COMPANIES, INC.

2014 AMENDED AND RESTATED STOCK INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

Pursuant to Article 10 of the 2014 Amended and Restated Stock Incentive Plan (the “ Plan ”) of The Greenbrier Companies, Inc., an Oregon corporation (the “ Company ”), on , 2015 (the “ Grant Date ”) the Compensation Committee of the Board of Directors of the Company (the “ Committee ”) authorized and granted to (the “ Recipient ”) an award of restricted stock units (“ RSUs ”) with respect to the Company’s common stock (“ Common Stock ”), subject to the terms and conditions of this agreement between the Company and the Recipient (this “ Agreement ”). By accepting this award, the Recipient agrees to all of the terms and conditions of this Agreement. Capitalized terms not otherwise defined in this Agreement shall have the meanings as defined in the Plan.

1.	Award and Terms of Restricted Stock Units.

(a) Number of RSUs Awarded. The Company awards to the Recipient RSUs (the “ Award ”), subject to the restrictions, terms and conditions set forth in this Agreement and the Plan.

(b) Rights under Restricted Stock Units. An RSU obligates the Company to issue to the Recipient one share of Common Stock for each vested RSU, upon the later of (i) vesting in accordance with this Agreement, or (ii) the distribution date or dates elected by the Recipient, if the Recipient elects to defer receipt of the shares otherwise issuable upon vesting, pursuant to the terms of the Company’s Nonqualified Deferred Compensation Plan (the “ Deferred Compensation Plan ”).

2.	Vesting and Forfeiture of RSUs.

(a) The RSUs awarded under this Agreement shall initially be 100% unvested and subject to forfeiture. One-half of the RSUs, covering shares of Common Stock, will vest in equal installments over a period of three years (the “ Time-Based RSUs ”) and one-half of the RSUs, covering shares of Common Stock, will vest, in whole or in part, on the Vesting Date based upon achievement of performance criteria during the Measurement Period, as described in subsection 2(c) (the “ Performance-Based RSUs ”). To the extent that any partial vesting would result in the issuance of fractional shares, such shares shall be rounded up to the nearest whole number of shares.

(b) Vesting of Time-Based RSUs. The Time-Based RSUs shall vest in equal annual installments over a period of three years, on the first, second and third anniversaries of the Grant Date, provided the Recipient remains in Service with the Company, subject to subsections 2(b)(i) and (ii), below:

(i) Termination of Service Due to Death, Disability or Retirement. If the Recipient’s Service terminates due to death, Disability or Retirement, any unvested

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Time-Based RSUs shall immediately become fully vested. If Recipient is or becomes eligible for Retirement prior to the date any Time-Based RSUs would otherwise vest, the Time-Based RSUs will no longer be subject to a substantial risk of forfeiture for tax purposes, and will be deemed a “deferral of compensation” as defined under Internal Revenue Code §409A (“ §409A ”), and any dividends accrued on such Time-Based RSUs pursuant to subsection 5(a) of this Agreement shall also be deemed deferred compensation subject to §409A.

(ii) Change of Control. In the event of a Change of Control, acceleration of vesting of Time-Based Shares shall be governed by the terms of the individual agreement between the Company and the Recipient, if any.

(c) Vesting of Performance-Based RSUs. Within 90 days of the end of the Measurement Period, the Committee shall determine the extent to which the Performance-Based RSUs have vested based upon achievement of the performance goals set forth in this subsection 2(c). Up to 50% of the Performance-Based RSUs shall vest based upon achievement of Adjusted EBITDA goals (the “ Adjusted EBITDA Performance RSUs ”), and up to 50% of the Performance-Based RSUs shall vest based upon achievement of Return on Equity (“ ROE ”) goals (the “ ROE Performance RSUs ”), during the Measurement Period, as set forth in subsections 2(c)(i) and (ii), below:

(i) Adjusted EBITDA Performance RSUs.

(1) 100% of the Adjusted EBITDA Performance RSUs (50% of the total number of Performance-Based RSUs) will vest on the Vesting Date if the Company’s Adjusted EBITDA equals the Adjusted EBITDA Target Level.

(2) 50% of the Adjusted EBITDA Performance RSUs (25% of the total number of Performance-Based RSUs) will vest on the Vesting Date if the Company’s Adjusted EBITDA equals the Adjusted EBITDA Threshold Level.

(3) If the Company’s Adjusted EBITDA is greater than the Threshold Level but less than the Target Level, vesting of the Adjusted EBITDA Performance RSUs will be interpolated between 50% and 100%.

(4) If the Company’s Adjusted EBITDA is less than the Threshold Level, none of the Adjusted EBITDA Performance RSUs will vest.

(ii) ROE Performance RSUs.

(1) 100% of the ROE Performance RSUs (50% of the total number of Performance-Based RSUs) will vest on the Vesting Date if the Company achieves its ROE Target Level.

(2) 50% of the ROE Performance RSUs (25% of the total number of Performance-Based RSUs) will vest on the Vesting Date if the Company achieves its ROE Threshold Level.

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Page 2

(3) If the Company’s ROE performance is greater than the Threshold Level but less than the Target Level, vesting of the ROE Performance RSUs will be interpolated between 50% and 100%.

(4) If the Company’s ROE performance is less than the Threshold Level, no ROE Performance RSUs will vest.

(iii) Termination of Service due to Death or Disability. If the Recipient’s Service terminates prior to the end of the Measurement Period due to death or Disability, any unvested Performance-Based RSUs shall immediately become fully vested.

(iv) Retirement. If the Recipient’s Service terminates prior to the end of the Measurement Period due to Retirement, the Recipient’s Performance-Based RSUs will continue to vest based on performance during the Measurement Period. Upon vesting of the Performance-Based RSUs, Recipient will be entitled to receive a prorated number of shares, equal to the number of vested RSUs (if any), multiplied by a fraction, the numerator of which is the number of full and partial months in the Measurement Period during which Recipient remained in Service with the Company and the denominator of which is 30.

(v) Change of Control. In the event of a Change of Control prior to the end of the Measurement Period, vesting of the Performance-Based RSUs shall be as set forth in Appendix A to this Agreement.

(d) Issuance of Additional Shares upon Achievement in Excess of Target Goals . Subject to a determination by the Committee that the Company has achieved greater than its Adjusted EBITDA Target Level and/or ROE Target Level during the Measurement Period, the RSUs will be settled for a number of shares in excess of 100% of the number of Performance RSUs awarded pursuant to this Agreement, as described in subsections 2(d)(i) and (ii) below:

(i) If the Company achieves its Adjusted EBITDA Stretch Level during the Measurement Period, the Adjusted EBITDA Performance RSUs will be settled for 200% of the number of shares underlying the Adjusted EBITDA Performance RSUs. If the Company’s Adjusted EBITDA during the Measurement Period exceeds the Adjusted EBITDA Target Level but is below the Adjusted EBITDA Stretch Level, the number of shares for which the Adjusted EBITDA Performance RSUs will be settled will be interpolated between 100% and 200% of the number of shares underlying the Adjusted EBITDA Performance RSUs at the Target level, based on the level of Adjusted EBITDA performance achieved.

(ii) If the Company achieves its ROE Stretch Level during the Measurement Period, the ROE Performance RSUs will be settled for 200% of the number of shares underlying the ROE Performance RSUs. If the Company’s ROE during the Measurement Period exceeds the ROE Target Level but is below the ROE Stretch Level, the number of shares for which the ROE Performance RSUs will be settled will be interpolated between 100% and 200% of the number of shares underlying the ROE Performance RSUs at the Target level, based on the level of ROE performance achieved.

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Page 3

(e) Forfeiture of RSUs on Termination of Service. Except as expressly provided in this Agreement, or except to the extent that there exists a separate individual agreement between the Recipient and the Company, the terms of which provide otherwise, if the Recipient ceases to be an employee of the Company or a subsidiary of the Company for any reason, the Recipient shall immediately forfeit all outstanding but unvested RSUs awarded pursuant to this Agreement and the Recipient shall have no right to receive the related Common Stock.

3.	Delivery Date for the Shares Underlying the RSUs.

(a) As soon as practicable following a date on which any RSUs vest, (or, if applicable, the distribution date or dates in accordance with the Recipient’s deferral election pursuant to the Deferred Compensation Plan, or the distribution date specified in subsection (b), below) the Company will issue the Recipient the Common Stock underlying the then vested RSUs in the form of uncertificated shares in book entry form. The shares of Common Stock will be issued in the Recipient’s name or, in the event of the Recipient’s death, in the name of either (i) the beneficiary designated by the Recipient on a form supplied by the Company or (ii) if the Recipient has not designated a beneficiary, the person or persons establishing rights of ownership by will or under the laws of descent and distribution.

(b) To the extent that any Time-Based RSUs and any related accrued dividends provided for in this Agreement constitute a “deferral of compensation” within the meaning of Treas. Reg. §1.409A-1(b) and the underlying shares and any accrued dividends become payable as a result of Recipient’s termination of employment, such payment shall be payable within one day of the date of the Recipient’s “separation from service” within the meaning of Treas. Reg. §1.409A-1(h). The foregoing notwithstanding, in the event that Recipient is determined to be a “specified employee” within the meaning of Treas. Reg. § 1.409A-1(i), then to the extent any payment under this Agreement payable upon a separation from service constitutes a “deferral of compensation” within the meaning of §409A, such payment shall not be made and such benefit shall not be provided until the earlier of (A) the first business day occurring after the date that is six months after Recipient’s separation of service as that term is defined in Treas. Reg. §1.409A-1(h), and (B) Recipient’s death.

4.	Income and Payroll Taxes.

(a) Taxes and Tax Withholding. The Recipient acknowledges and agrees that no election under Section 83(b) of the Internal Revenue Code can or will be made with respect to the RSUs. The Recipient acknowledges that, if no deferral election pursuant to the Company’s Deferred Compensation Plan has been made with respect to receipt of the shares of Common Stock underlying the RSUs, then on each date that shares of Common Stock underlying the RSUs vest (the “ Payment Date ”), the Value (as defined below) of the vested shares will be treated as ordinary compensation for federal and state income and FICA tax purposes, and that the Company will be required to withhold taxes on these income amounts. To satisfy the required minimum withholding amounts, the Company shall withhold from the shares of Common Stock otherwise issuable the number of shares having a Value equal to the minimum statutory withholding amount. For purposes of this Section 4, the “Value” of a share shall be equal to the closing market price for the Common Stock on the last trading day preceding the Payment Date. Alternatively, the Recipient may, at his or her option, pay such withholding

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Page 4

amount in cash or cash equivalents promptly upon vesting, provided the Recipient has delivered a withholding tax election in the form attached as Exhibit A to the Company sufficiently in advance of the vesting date to permit timely administration of the withholding obligation. If the Recipient does not timely deliver an executed tax withholding form to the Company, the Company shall withhold shares to satisfy the required minimum withholding amounts.

(b) Payment of FICA Upon Vesting of RSUs Subject to Deferral Election. The Recipient acknowledges that FICA payroll taxes become due upon vesting of the RSUs, even if a deferral election under the Deferred Compensation Plan has been made with respect to receipt of the shares underlying the RSUs. FICA taxes that become due upon vesting of RSUs that are subject to a deferral election may not be paid by share withholding. Recipient agrees to pay to the Company in cash or cash equivalents, on or before each vesting date, the amount of FICA taxes due and owing as a result of vesting of the RSUs. If Recipient does not make such payment timely, the Company will deduct FICA taxes from other wages payable in cash to Recipient.

(c) Payment of FICA on Time-Based RSUs Held by Retirement-Eligible Recipients. The Recipient further acknowledges that FICA payroll taxes become due upon Recipient being or becoming eligible for Retirement, even if Recipient does not terminate employment. FICA taxes that become due as a result of Recipient being or becoming eligible for Retirement may not be paid by share withholding. Recipient agrees to pay to the Company in cash or cash equivalents the amount of FICA taxes due and owing. If Recipient does not make such payment timely, the Company will deduct FICA taxes from other wages payable in cash to Recipient.

5.	Other Rights and Restrictions.

(a) Cash Dividends. The Recipient will be entitled to receive any cash dividends declared on the Common Stock underlying the RSUs after the RSUs have vested and the Common Stock has been issued. The Company shall accrue and pay to the Recipient an amount in cash equal to dividends that would have been paid on the Common Stock underlying the RSUs after the date of the issuance of the RSUs, which amount shall be payable as soon as practicable following the date the underlying RSUs vest in accordance with this Agreement, subject to required withholding taxes. No interest shall be paid by the Company on accrued amounts. Receipt of cash dividends may not be deferred under the Deferred Compensation Plan. The foregoing notwithstanding, any dividends accrued on Time-Based RSUs that are “deferred compensation” as described in subsection 2(b)(i) of this Agreement shall be subject to the payment timing rules set forth in subsection 3(b).

(b) Adjustments. The number of shares of Common Stock issuable with respect to each RSU is subject to adjustment as determined by the Committee as to the number and kind of shares of stock deliverable in the event of any merger, reorganization, consolidation, recapitalization, stock dividend, spin-off or other change in the corporate structure affecting the Common Stock generally.

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Page 5

(c) No Voting Rights. The Recipient shall have no rights as a shareholder with respect to the RSUs or the Common Stock underlying the RSUs until the underlying Common Stock is issued to the Recipient.

(d) Certain Transactions. To the extent not otherwise governed by the Change of Control provisions of this Agreement or any other individual agreement between the Company and the Recipient, in the event of dissolution of the Company or a merger, consolidation or plan of exchange affecting the Company, the Committee may, in its sole discretion and to the extent possible under the structure of the applicable transaction, select one or a combination of the following alternatives for treating this award of RSUs:

(i) The RSUs shall remain in effect in accordance with the terms of this Agreement; or

(ii) The RSUs shall be converted into restricted stock units or restricted stock of one or more of the corporations that are the surviving or acquiring corporations in the applicable transaction. The amount and type of converted restricted stock units or restricted stock shall be determined by the Company, taking into account the relative values of the companies involved in the applicable transaction and the exchange rate, if any, used in determining shares of the surviving corporation(s) to be held by holders of shares of the Company following the applicable transaction.

The foregoing notwithstanding, Time-Based RSUs that are “deferred compensation” subject to §409A shall be treated in accordance with the requirements of §409A, including without limitation the prohibition on subsequent deferrals.

(e) Restrictions on Transfer. The Recipient may not sell, transfer, assign, pledge or otherwise encumber or dispose of the RSUs subject to this Agreement. The Recipient may designate beneficiaries to receive the shares of Common Stock underlying the RSUs subject to this Agreement if the Recipient dies before delivery of the shares of Common Stock by so indicating on a form supplied by the Company. If the Recipient fails to designate a beneficiary, such Common Stock will be delivered to the person or persons establishing rights of ownership by will or under the laws of descent and distribution.

(f) Not a Contract of Employment. Nothing in the Plan or this Agreement shall confer upon Recipient any right to be continued in the employment of the Company or any parent or subsidiary of the Company, or to interfere in any way with the right of the Company or any parent or subsidiary by whom Recipient is employed to terminate Recipient’s employment at any time or for any reason, with or without cause, or to decrease Recipient’s compensation or benefits, subject to the Recipient’s rights under any applicable individual employment agreement.

6.	Definitions.

Initially capitalized terms not otherwise defined herein shall have the meanings as defined in the Plan.

(a) “ Agreement ” shall mean this Restricted Stock Unit Agreement.

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(b) “ Adjusted EBITDA ” shall mean the Company’s EBITDA as reported in quarterly financial disclosures, as adjusted for Extraordinary Items by the Committee in its sole discretion.

(c) “ Adjusted EBITDA Stretch Level ” shall mean cumulative Adjusted EBITDA during the Measurement Period of $ million.

(d) “ Adjusted EBITDA Target Level ” shall mean cumulative Adjusted EBITDA during the Measurement Period of $ million.

(e) “ Adjusted EBITDA Threshold Level ” shall mean cumulative Adjusted EBITDA during the Measurement Period of $ million.

(f) “ Deferred Compensation Plan ” shall mean The Greenbrier Companies, Inc. Nonqualified Deferred Compensation Plan.

(g) “ Extraordinary Items ” shall mean extraordinary, unusual and/or non-recurring items, including but not limited to (i) restructuring or restructuring-related charges, (ii) gains or losses on the disposition of a business or major asset, (iii) the effect of changes in tax laws and other laws, accounting principles, or provisions affecting reported results, (iv) resolution and/or settlement of litigation and other legal proceedings, (v) extraordinary, nonrecurring items as described in Accounting Principles Board Opinion No. 30 or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to shareholders for the applicable year, (vi) the effect of a merger or acquisition, or (vii) foreign exchange gains and losses, provided that an adjustment for any such item(s) would not cause the performance-based portion of this Award to fail to comply with the requirements of Section 162(m) of the Internal Revenue Code, or any successor provision thereto, and the regulations there under.

(h) “ Measurement Period ” shall mean the thirty-month period beginning March 1, 2015 and ending August 31, 2017.

(i) “ Recipient ” shall mean the individual named in the first paragraph of this Agreement.

(j) “ Retirement ” shall mean the termination of the Recipient’s Service within the Company or its subsidiaries as an employee either (i) on or after attainment of age 65, or (ii) prior to age 65, with the permission of the Chief Executive Officer of the Company.

(k) “ Return on Equity ” or “ ROE ” shall mean the quarterly Net earnings (loss) attributable to the Company, as reported in quarterly financial disclosures, divided by the quarterly Total Equity of the Company, the results of which are averaged over the Measurement Period, and annualized. Net earnings (loss) attributable to the Company and ROE shall be adjusted for Extraordinary Items, as determined by the Committee in its sole discretion.

(l) “ ROE Stretch Level ” shall mean ROE of %.

(m) “ ROE Target Level ” shall mean ROE of %.

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(n) “ ROE Threshold Level ” shall mean ROE of %.

(o) “ Vesting Date ” shall mean the date that the Committee makes an affirmative determination that the vesting criteria applicable to Performance-Based RSUs, as set forth in subsection 2(c)(i) or (ii), have been met.

7.	Miscellaneous.

(a) Entire Agreement; Amendment. This Agreement, the Plan and the Company’s Umbrella Performance-Based Plan for Executive Officers, to the extent applicable, constitute the entire agreement of the parties with regard to the subjects hereof.

(b) Interpretation of the Plan and the Agreement. The Committee shall have the sole authority to interpret the provisions of this Agreement and the Plan and all determinations by it shall be final and conclusive. With respect to awards made to executive officers of the Company, the Committee shall interpret and administer this Agreement in accordance with the terms of the Company’s Umbrella Performance-Based Plan for Executive Officers, with the intent that the Performance-Based RSUs shall qualify as “performance-based compensation” for purposes of Internal Revenue Code Section 162(m).

(c) Electronic Delivery. The Recipient consents to the electronic delivery of notices and any prospectus and any other documents relating to this Award in lieu of mailing or other form of delivery.

(d) Rights and Benefits. The rights and benefits of this Agreement shall inure to the benefit of and be enforceable by the Company’s successors and assigns and, subject to the restrictions on transfer of this Agreement, be binding upon the Recipient’s heirs, executors, administrators, successors and assigns.

(e) Further Action. The parties agree to execute such instruments and to take such action as may reasonably be necessary to carry out the intent of this Agreement.

(f) Governing Law. This Agreement and the Plan will be interpreted under the laws of the state of Oregon, exclusive of choice of law rules.

[Signature page follows.]

Restricted Stock Unit Agreement

Page 8

APPENDIX A

VESTING OF PERFORMANCE-BASED RSUs

FOLLOWING A CHANGE OF CONTROL

In the event that a Change of Control of the Company occurs prior to August 31, 2017 (the end of the Measurement Period) vesting of Performance-Based RSUs and issuance of additional shares based on achievement in excess of target goals shall be governed by this Appendix A:

1. Conversion of Performance-Based RSUs into Time-Vested RSUs . As of the effective date of the Change of Control, all Performance-Based RSUs shall automatically convert into and become time-vested RSUs (the “Converted RSUs”), which shall vest in full on August 31, 2017, provided Participant remains employed by the Company through that date.

2. Award of Additional Shares for Performance Above Target Levels. The Compensation Committee shall evaluate the Company’s financial performance from March 1, 2015 until the date immediately preceding the effective date of the Change of Control, and shall determine whether the Company was performing above the target level of performance on its Adjusted EBITDA and/or ROE goals as of such date. If the Compensation Committee determines that the Company was performing above the target level on either or both of its Adjusted EBITDA and/or ROE goals as of the date of the Change of Control, the Compensation Committee shall determine the number of additional shares above 100% of the number of Performance-Based RSUs awarded (the “Stretch Shares”) that the Participant would have been entitled to receive pursuant to Section 2(d)(i) and/or (ii) of the Agreement if the Company had performed during the entire Measurement Period at the level achieved through the date of the Change of Control. Participant shall be entitled to receive a grant of additional shares equal to the number of Stretch Shares. The Stretch Shares shall be time-vested shares and shall vest in full on August 31, 2017, provided Participant remains employed by the Company.

Restricted Stock Unit Agreement

Page 9

Exhibit A to RSU Agreement

RESTRICTED STOCK UNIT

TAX WITHHOLDING ELECTION FORM


Name of Recipient:

Grant Date:

Number of RSUs:

I hereby elect to pay all withholding taxes due upon vesting of the above-referenced RSUs by check rather than by share withholding, and promise to deliver such payment to the Company promptly upon vesting of the RSUs.

Signature of Recipient

Date Signed

Restricted Stock Unit Agreement

Page 10

Exhibit 10.2

THE GREENBRIER COMPANIES, INC.

AGREEMENT CONCERNING INDEMNIFICATION AND RELATED MATTERS

(Directors)

This Agreement is made as of , 20 , by and between THE GREENBRIER COMPANIES, INC., an Oregon corporation (the “Corporation”), and (the “Director”), a director of the Corporation.

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

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

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

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

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

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

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

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

WHEREAS, this Agreement expresses the entire understanding of the parties hereto with respect to the subject matter hereof and it supersedes and replaces any and all former or contemporaneous agreements, understandings, representations or warranties relating to such subject matter and contains all of the terms, conditions, understandings, representations, warranties, and promises of the parties hereto in connection therewith.

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

1.	Agreement to Serve.

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

2.	Definitions.

As used in this Agreement:

(a)

The term “Proceeding” shall include any threatened, pending or completed action, suit or proceeding, whether brought in the right of the Corporation or otherwise, and whether of a civil, criminal, administrative or investigative nature, whether formal or informal, in which the Director may be or may have been involved as a party, witness or otherwise, by reason of the fact that the Director is or was a director of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee, manager, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, whether or not serving in such capacity at the time any liability or expense is incurred for which exculpation, indemnification or reimbursement can be provided under this Agreement.

(b)

The term “Expenses” includes, without limitation thereto, expenses of investigations, judicial or administrative proceedings or appeals, attorney, accountant and other professional fees and disbursements and any expenses of establishing a right to indemnification under Section 12 of this Agreement, but shall not include amounts paid in settlement by the Director or the amount of judgments or fines against the Director.

(c)

References to “other enterprise” include, without limitation, employee benefit plans; references to “fines” include, without limitation, any excise taxes assessed on a person with respect to any employee benefit plan; references to “serving at the request of the Corporation” include, without limitation, any service as a director, officer, partner, trustee, manager, employee or agent which imposes duties on, or involves services by, such director, officer, partner, trustee, manager, employee or agent with respect to an employee benefit plan, its participants, or its

beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Agreement.

(d)

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

(e)

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

(i)

to the fullest extent authorized or permitted by any amendments to or replacements of the OBCA adopted after the date of this Agreement that increase the extent to which a corporation may indemnify or exculpate its directors; and

(ii)

to the fullest extent permitted by the provision of the OBCA that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the OBCA.

3.	Limitation of Liability

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

(i)

any breach of the Director’s duty of loyalty to such entities, shareholders or enterprises;

(ii)

any act or omission not in good faith or which involved intentional misconduct or a knowing violation of law;

(iii)

any transaction from which the Director derived an improper personal benefit;

(iv)

any unlawful distribution (including, without limitation, dividends, stock repurchases and stock redemptions), as defined in the OBCA or, as applicable, in the limited liability company act of the state where the Company’s subsidiary is organized; or

(v)

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

(b)

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

(i)

punitive, exemplary or consequential damages;

(ii)

treble or other damages computed based upon any multiple of damages actually and directly proved to have been sustained;

(iii)

fees of attorneys, accountants, expert witnesses or professional consultants; or

(iv)

civil fines or penalties of any kind or nature whatsoever.

4.	Indemnity in Third Party Proceedings.

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

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

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

6.	Indemnification of Expenses of Successful Party.

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

7.	Additional Indemnification.

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

8.	Exclusions.

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

(a)

for which payment is required to be made to or on behalf of the Director under any insurance policy, except with respect to any excess amount to which the Director is entitled under this Agreement beyond the amount of payment under such insurance policy;

(b)

if a court having jurisdiction in the matter finally determines that such indemnification is not lawful under any applicable statute or public policy;

(c)

in connection with any Proceeding (or part of any Proceeding) initiated by the Director, or any Proceeding by the Director against the Corporation or its directors, officers, employees or other persons entitled to be indemnified by the Corporation, unless:

(i)

the Corporation is expressly required by law to make the indemnification;

(ii)

the Proceeding was authorized by the Board of Directors of the Corporation; or

(iii)

the Director initiated the Proceeding pursuant to Section 12 of this Agreement and the Director is successful in whole or in part in such Proceeding; or

(d)

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

9.	Advances of Expenses.

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

(a)

furnishes the Corporation a written affirmation of the Director’s good faith belief that the Director is entitled to be indemnified under this Agreement; and

(b)

furnishes the Corporation a written undertaking to repay the advance to the extent that it is ultimately determined that the Director is not entitled to be indemnified by the Corporation. Such undertaking shall be an unlimited general obligation of the Director but need not be secured.

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

10.	Nonexclusivity and Continuity of Rights.

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

11.	Procedure Upon Application for Indemnification.

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

(a)

by the Board of Directors by a majority vote of a quorum consisting of directors who are not parties to the applicable Proceeding;

(b)

if a quorum cannot be obtained under paragraph (a) of this Section 11, then by a majority vote of a committee of the Board of Directors that is (i) duly designated by the Board of Directors, with the participation of directors who are parties to the applicable Proceeding and (ii) consists solely of two or more directors not parties to the applicable Proceeding;

(c)

by independent legal counsel in a written opinion, which counsel shall be appointed (i) by a majority vote of the Board of Directors or its committee in the manner prescribed by paragraph (a) or paragraph (b) of this Section 11, or (ii) if a quorum of the Board of Directors cannot be obtained under paragraph (a) of this Section 11 or a committee cannot be designated under paragraph (b) of this Section 11, then by a majority vote of the full Board of Directors, including directors who are parties to the applicable Proceeding; or

(d)

by the shareholders of the Corporation.

12.	Enforcement.

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

(a)

the Corporation denies the claim for indemnification, advances or exculpation, in whole or in part; or

(b)

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

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

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

(i)

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

(ii)

the Director is not entitled to exculpation under Section 3 of this Agreement.

13.	Notification and Defense of Claim.

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

(a)

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

(b)

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

(c)

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

(d)

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

14.	Partial Indemnification.

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

15.	Interpretation and Scope of Agreement.

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

16.	Severability.

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

17.	Subrogation.

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

18.

Notices.

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

(a)

If to the Director, to the address indicated on the signature page of this Agreement.

(b)

If to the Corporation, to

The Greenbrier Companies, Inc.

One Centerpointe Drive, Suite 200

Lake Oswego, Oregon 97035 USA

Attention: President

With a copy to:

General Counsel

The Greenbrier Companies, Inc.

One Centerpointe Drive, Suite 200

Lake Oswego, Oregon 97035 USA

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

19.	Counterparts.

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

20.	Applicable Law.

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

21.	Successors and Assigns.

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

22.	Attorney Fees.

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

23.	Jurisdiction and Venue .

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

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


CORPORATION:
THE GREENBRIER COMPANIES, INC.						DIRECTOR:

By:
Title:

Exhibit 10.3

RAILCAR

REMARKETING AND MANAGEMENT AGREEMENT

Dated as of April 29, 2010

Among

GREENBRIER MANAGEMENT SERVICES, LLC,

as the Manager

WL ROSS-GREENBRIER RAIL I LLC,

as the Owner

TABLE OF CONTENTS


		PAGE
SECTION 1. DEFINITIONS.			1

Section 1.1.	Definitions		1
Section 1.2.	Rules of Usage		6

SECTION 2. EXCLUSIVE APPOINTMENT OF THE MANAGER.			6

Section 2.1.	Appointment of the Manager		6
Section 2.2.	Confirming Agency		6

SECTION 3. TERM.			6

SECTION 4. DUTIES AND COVENANTS OF THE MANAGER.			7

Section 4.1.	Administrative Duties Generally		7
Section 4.2.	Administrative Duties for Off-Lease Equipment		9
Section 4.3.	Administrative Duties Following a Lease Default		10
Section 4.4.	Remarketing of Equipment		10
Section 4.5.	Replacement Lease; Replacement Lessee		11
Section 4.6.	Additional Services; Lockbox Account		11
Section 4.7.	Financial Statements, Advisors and Tax Returns .		12
Section 4.8.	No Authority to Make Binding Agreement		13
Section 4.9.	Purchase by Manager		13
Section 4.10.	Railcar Service Agreements		13
Section 4.11.	Delivery of Equipment Records		13
Section 4.12.	Performance Standards/Force Majeure Events .		13

SECTION 5. ACCOUNTS, MANAGER’S FEES AND EXPENSES.			14

Section 5.1.	Accounts		14
Section 5.2.	Manager Fees		14
Section 5.3.	Manager’s Costs and Expenses		14

SECTION 6. INDEMNITY.			15

SECTION 7. ASSIGNMENT.			16

SECTION 8. INSPECTION OF EQUIPMENT; WARRANTIES.			16

SECTION 9. TERMINATION.			16

Section 9.1.	Termination by the Owner		16
Section 9.2.	Termination by the Manager		18
Section 9.3.	Actions Upon Termination		18

SECTION 10. REPRESENTATIONS AND WARRANTIES; CONDITIONS PRECEDENT.			19

Section 10.1.	Representations and Warranties		19
Section 10.2.	Conditions Precedent		19

SECTION 11. ENTIRE AGREEMENT.			20



SECTION 12. SEVERABILITY		20

SECTION 13. NOTICES.		20

SECTION 14. GOVERNING LAW AND JURISDICTION.		21

Section 14.1.	Applicable Law	21
Section 14.2.	Submission to Jurisdiction	21

SECTION 15. CONFIDENTIALITY.		22

SECTION 16. CONFLICTS.		22

SECTION 17. COUNTERPARTS.		23

SECTION 18. WAIVER OF JURY TRIAL.		23

SECTION 19. ASSIGNMENT.		23

SECTION 20. THIRD-PARTY BENEFICIARIES.		23

EXHIBIT A -	FORM OF SUPPLEMENT

This RAILCAR REMARKETING AND MANAGEMENT AGREEMENT dated as of April 29, 2010 (this “ Agreement ”) is between Greenbrier Management Services, LLC, a Delaware limited liability company (the “ Manager ”) and WL Ross-Greenbrier Rail I LLC, a Delaware limited liability company (“ Owner ”). Capitalized terms used without definition have the meanings set forth in Section 1 below.

PREMISES:

1. Owner has acquired or will acquire interests in railcars from time to time pursuant to certain acquisition and financing transactions.

2. It is a condition to Owner’s acquisition of Equipment that the Manager act as Owner’s exclusive agent in providing remarketing services in respect of the applicable Equipment and in respect of certain other lease administration services in relation to such Equipment, with guidance and direction from the Management Committee as provided herein.

3. The Manager has agreed to perform the obligations herein, in consideration for which Owner agrees to pay to the Manager the Management Fee.

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Manager and Owner agree as follows:

SECTION 1. DEFINITIONS.

Section 1.1. Definitions . The following terms shall have the meanings indicated below:

“ AAR ” means American Association of Railroads or any replacement or successor thereto.

“ Affiliate ” of any Person means any other Person directly or indirectly controlling, directly or indirectly controlled by, or under direct or indirect common control with, such Person, or if such Person is a partnership, any general partner of such Person or a Person controlling such general partner. For purposes of this definition, “control” (including “controlled by” and “under common control with”) means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person whether through the ownership of voting securities or by contract or otherwise.

“ Agreed Value ” has the meaning set forth in the applicable Supplement to this Agreement.

“ Applicable Laws ” means all applicable laws, ordinances, treaties, judgments, decrees, injunctions, writs, orders, rules, regulations, interpretations, directives, licenses and permits of any Government Entity or arbitrator.

“ Appraisal ” means a written “desktop appraisal” as contemplated under the Operative Documents.

“ Business Day ” means a day that is not a Saturday or Sunday and a day on which banks are not required or authorized to be closed , (a) in the case of payments, in Salt Lake City, Utah and New York, New York, and (b) for all other purposes, in New York, New York and Portland, Oregon.

“ Canadian Taxes ” means any Taxes imposed on or calculated by reference to gross lease rent by any government or other taxing authority in Canada other than Canadian federal goods and services tax and Canadian provincial sales Taxes.

“ Disposition ” means, with respect to any Unit, the disposition for cash of the legal or beneficial right, title and interest of Owner in such Unit, by way of sale, transfer, assignment or otherwise (other than in the case of an Event of Loss), but shall not include the leasing of any Unit under a Replacement Lease.

“ Dollars ” and “ $ ” means the lawful currency of the United States of America.

“ Equipment ” means the “Units” described in each Supplement, collectively.

“ Event of Loss ” means, with respect to any Unit, that such Unit has suffered a casualty occurrence or event of loss as described in the applicable Lease, if any, or otherwise that Settlement Value (as described in clause (b) of the definition thereof) is received in respect of such Unit.

“ Financing Requirements ” means the “Financing Requirements” as defined in the applicable Supplement.

“ FRA ” means the Federal Railroad Administration or any replacement or successor thereto.

“ Government Entity ” means any international or multi-national authority, organization or agency or any national, state or local government, political subdivision thereof or local jurisdiction therein or any board, commission, department, division, organ, instrumentality, court or agency of any thereof of any country or political subdivision having jurisdiction.

“ Guarantor ” means Greenbrier Leasing Company LLC, a Delaware limited liability company.

“ Initial Lease ” means each lease described in Schedule I to the applicable Supplement.

“ Initial Lessee ” means each lessee party to an Initial Lease.

“ Interchange Rules ” means, collectively, as set out in the Field Manual of the AAR Rules of Interchange and the Office Manual of the AAR Rules of Interchange adopted by the AAR Mechanical Division, Operations, and Maintenance Department, as the same may from time to time be amended, modified or supplemented. References herein to the Interchange Rules provide performance standards and criteria for the condition of the Units and their maintenance and repair. However, as between any Owner and any Lessee, the applicable Lease, not the Interchange Rules, governs who is responsible for performing Maintenance.

“ Lease ” means an Initial Lease or a Replacement Lease.

“ Lease Default ” means an “event of default” (or like term) under any Lease, the consequence of which would permit the Owner, as the lessor, to terminate such Lease and/or exercise remedies thereunder.

“ Lessee ” means each lessee under a Lease.

“ Lockbox Account ” means the “Lockbox Account” as defined in the applicable Supplement.

“ Lockbox Bank ” means the “Lockbox Bank” as defined in the applicable Supplement.

“ Maintenance ” means all repairs, servicing, maintenance, replacement or furnishing of parts, mechanisms and devices (other than Mandatory Modifications) as are needed to keep any Unit in good condition and working order and repair, suitable for loading of relevant commodities and in accordance with the Interchange Rules, the FRA rules and the applicable rules of any other regulatory body having jurisdiction over the Units, as the same may be amended from time to time.

“ Management Committee ” means a committee of one or more persons to be designated by Owner to receive information, reports and recommendations from Manager, and to provide direction to Manager as contemplated in Section 4 of this Agreement.

“ Management Fee ” has the meaning set forth in Section 5.2.

“ Manager Sale Fee ” means a fee equal to five percent (5%) of the gross proceeds, payable to Manager, in connection with the sale of any Unit of Equipment.

“ Mandatory Modification ” means with respect to any Unit, (a) any equipment or appliance on any Unit which is required to be changed or replaced, (b) any additional equipment or appliance which is required to be installed on any Unit or (c) any required modification or alteration to any Unit, in each case in order to comply with changes to any applicable law, regulation, requirement or rule of the AAR or the FRA.

“ Mexican Taxes ” means any Taxes imposed on or calculated by reference to gross lease rent by any government or other taxing authority in Mexico other than Mexican value added taxes.

“ Monthly Management Fee ” means the fee payable by Owner to Manager as provided in any Supplement, it being understood and agreed that the Monthly Management Fee payable shall be pro-rated in the case of periods less than one month.

“ Off-Lease Equipment ” means any Unit that is not On-Lease Equipment.

“ On-Lease Equipment ” means any Unit that is subject to a Lease.

“ Operating Expenses ” means all expenses, costs and outlays made or incurred by the Manager in connection with the marketing, remarketing, management, use, lease, ownership,

operation, maintenance, inspection, repair or storage of all or any Units (to the extent not the responsibility of the applicable Lessee or any Railcar Service Provider or other third party who pays such expenses, costs or outlays), including, but not limited to (a) fees and disbursements of attorneys retained by the Manager in connection with Lease Defaults or incipient Lease Defaults, repossession of Equipment, or protecting and/or enforcing any rights or other contractual arrangements with respect to the operation or lease of the Equipment, including, without limitation, the cost of copying or providing any material or information to the Owner or such attorney in connection with the foregoing, (b) fees and disbursements of attorneys retained by the Manager in connection with the proposed or actual sale or re-lease of any Equipment, (c) charges, assessments or levies imposed upon or against the Equipment of whatever kind or nature, or such as are levied by a railroad, government or governmental agency or are incurred on a basis arising out of the leasing, storage, maintenance, use or operation of the Equipment, (d) expenses arising in connection with the transportation, storage, Re-Marking, Maintenance, Mandatory Modification, refurbishment and inspection of the Equipment, (e) the costs of alterations, modifications, improvements or additions to the Equipment made with the Owner’s prior consent, (f) insurance premiums and charges in connection with policies obtained pursuant hereto, (g) costs of inspections related to the Equipment obtained at the Owner’s request, (h) all costs associated with repossessing any Units, (i) all Canadian Taxes or Mexican Taxes on rentals or other amounts payable by the Owner under any Lease whether imposed by withholding or otherwise, (j) all costs, expenses and fees payable to any Railcar Service Provider under any Railcar Service Agreement, (k) UMLER and Official Railway Equipment Register (ORER) costs and expenses and any filing and reporting required by the AAR, FRA or other applicable authority with respect to the Equipment, and (l) any other costs or expenses in connection with the Leases or the Equipment incurred upon a direct request of the Owner.

“ Operative Documents ” means the “Loan Documents” or “Operative Documents” or any similar term as defined in any applicable security agreement.

“ Person ” means an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

“ Property Tax ” or “ Property Taxes ” means any recurring tax (other than a sales tax, use tax, value added tax, goods and services tax, or other similar tax) on the Units that is imposed by any government or any taxing authority within the United States or Canada and is calculated by any of the following: (a) reference to the value of the personal property subject to the tax; (b) use in the applicable taxing authority’s jurisdiction; (c) a mileage calculation; (d) the type of property; (e) the leasing of the Units; or (1) such other calculation or minimum amount imposed by the applicable taxing authority (whether called an “ad valorem tax,” a “railcar tax,” a “mileage tax” or otherwise) plus any and all fines, penalties, additions to tax and/or interest relating thereto.

“ Railcar Service Agreement ” means any “Railcar Marks Management Agreement” and any other agreement entered into by the Manager, the Owner or a Lessee with any Railcar Service Provider whereby such Railcar Service Provider provides any services in relation to Maintenance, car marks, Property Tax or other services with respect to a specific Lease or specific Units.

“ Railcar Service Provider ” means (a) with respect to any Lease, any Person utilized by the Lessee to provide services in respect of the Units if the Lessee remains responsible to the Owner for performance of such services pursuant to the Lease or otherwise and (b) any Person who provides services in relation to Maintenance, car marks, Property Tax or other services in respect of any Lease or Units.

“ Remarketing Activities ” means activities intended to achieve (a) the re-lease of all or any number of the Units, including (but not limited to) soliciting offers for the lease of such Units and publicizing the availability of such Units for re-lease, and/or (b) the sale of all or any number of the Units, including (but not limited to) soliciting offers for the purchase of such Units and publicizing the availability of such Units for re-sale.

“ Re-Marking ” means, in respect of any Unit, the re-marking of such Unit, by decal or otherwise, of the railcar initials and numbers and replacing the Automatic Equipment Identifier tags.

“ Replacement Lease ” means any lease of any Units with a Lessee pursuant to a Lease that is in respect of Units that have come off an Initial Lease.

“ Scheduled Expiry Date ” means the “Scheduled Expiry Date” as defined in the applicable Supplement.

“ Security Trustee ” has the meaning set forth in the applicable Supplement.

“ Senior Lender ” has the meaning set forth in the applicable Supplement.

“ Settlement Value ” means, with respect to any Unit, (a) in the case of On-Lease Equipment, the “Stipulated Loss Value,” “Settlement Value,” “Casualty Value,” “Rule 107 Value” or similar term used in the applicable Lease or Railcar Service Agreement or otherwise payable to the registered owner of such Unit under Interchange Rule 107 or (b) in the case of Off-Lease Equipment, the amount payable to the registered owner of such Unit under Interchange Rule 107 and/or under any insurance policy then in effect. As to any Units, the applicable Settlement Values under the applicable Initial Lease are as set forth in Schedule I to the applicable Supplement.

“ Supplement ” means any Supplement to this Agreement, substantially in the form of Exhibit A hereto, or else in such form as the parties thereto may agree.

“ Taxes ” means any and all present or future fees, taxes, levies, imposts, duties, deductions, excises, assessments, charges or withholdings of any nature, together with any penalties, fines, additions to tax or interest thereon howsoever levied or imposed by any governmental entity.

“ Term ” has the meaning set forth in Section 3.

“ Termination Date ” means the earliest to occur of (a) the date of Disposition of all of the applicable Equipment, (b) the date of termination of the Manager’s appointment with respect thereto pursuant to Section 9.1, (c) the date of termination by Manager under Section 9.2 and (d) the Scheduled Expiry Date in the applicable Supplement, including any extensions thereof as set out in an amendment to such Supplement.

“ Termination Event ” has the meaning set forth in Section 9.1.

“ Transaction ” has the meaning ascribed to it in the First Premise.

“ Unit ” means a freight railcar listed in Schedule I to the applicable Supplement.

Section 1.2. Rules of Usage . The definitions stated herein shall equally apply to both the singular and plural forms of the terms defined. Any agreement defined or referred to means such agreement as amended, supplemented or modified from time to time, and includes all exhibits, supplements and appendices thereto. Any Person defined or referred to includes such Person’s successors, permitted transferees and assigns. The word “including” is deemed to be followed by “without limitation,” whether or not such words appear. Capitalized terms used herein without definition shall have the meanings ascribed thereto in the applicable Supplement hereto.

SECTION 2. EXCLUSIVE APPOINTMENT OF THE MANAGER.

Section 2.1. Appointment of the Manager . The Owner hereby appoints the Manager and the Manager hereby accepts such appointment as the exclusive agent of the Owner for (a) managing the Equipment, including, without limitation, administering the Leases and all Railcar Service Agreements in effect to which Owner or Manager is a party as indicated in each Supplement, (b) either directly or through an Affiliate, remarketing the Equipment (provided that no such delegation to an Affiliate will relieve the Manager of its remarketing obligations hereunder) and (c) performing other services relating to the Equipment in accordance with the terms and provisions of this Agreement.

Section 2.2. Confirming Agency . If requested by the Manager, so long as the Manager is not in default of its obligations hereunder, the Owner agrees to provide the Manager with a letter confirming that the Manager is the Owner’s exclusive agent with respect to the management and remarketing of the Equipment. During the period of the Manager’s appointment as exclusive remarketing and/or management agent under this Agreement (and subject to the terms hereof) the Owner undertakes that it will neither:

(a) appoint any other Person to manage, lease, or to undertake to manage or lease all or any part of the Equipment; nor

(b) engage itself in Remarketing Activities.

SECTION 3. TERM.

Any Units shall become subject to the terms of this Agreement upon execution and delivery of a Supplement in respect thereof. The term of this Agreement (the “ Term ”) as to such Units shall commence on the date of such Supplement and shall terminate on the Termination Date for such Units.

SECTION 4. DUTIES AND COVENANTS OF THE MANAGER.

Section 4.1. Administrative Duties Generally . Manager will perform the duties and services set forth in this Section 4, in each case at Owner’s expense unless otherwise expressly stated herein. The Management Committee will direct Manager with respect to its performance of certain services hereunder as may be required from time to time, including but not limited to records management, remarketing parameters and budgets, insurance coverage undertaken on behalf of Owner, preferred Lease default and enforcement procedures, and retention of advisors.

(a) Management of Marks .

Owner- or Third-party Controlled Reporting Marks . In the event Manager is managing reporting marks on behalf of Owner pursuant to any Supplement to this Agreement, during the term of the Supplement Manager shall be the manager of the reporting mark(s) identified in such Supplement. Additional reporting marks may be added from time to time by mutual agreement of the parties. Owner shall provide appropriate authorization letters, authorizing Manager to receive and provide information to the Association of American Railroads (“AAR”), railroads and other necessary parties to facilitate Manager’s management of the reporting marks. Owner shall be responsible for all fees assessed by the AAR, FRA, Railinc and otherwise based upon the registration and/or control of the reporting marks.

Upon termination of this Agreement, the management of Owner-controlled reporting marks shall revert to Owner, or another party designated by Owner.

Manager-Controlled Reporting Marks . In the event Manager or Guarantor controls the reporting marks on the Equipment, Manager shall be responsible for all fees assessed by the AAR, FRA, Railinc and otherwise based upon the registration and/or control of the reporting marks, except as may otherwise be agreed by the parties.

(b) General Management Services . The Manager shall provide equipment hire, maintenance and other services consistent with those Manager provides in connection with equipment owned by its Affiliates.

(c) Lease Administration Services . The Manager shall direct that all rental payments and other amounts due under the Leases (including, without limitation, Settlement Value due in the case of an Event of Loss) are paid to the Lockbox Account. The Manager shall invoice the Lessees at least fifteen (15) days prior to the date all scheduled amounts are due with instructions to the Lessees to pay to the aforementioned account. In the event that any payments due from the Lessees become overdue, the Manager shall issue late payment notices and engage in follow up actions.

(d) Casualty Processing . In the event the Manager receives notice that an Event of Loss has occurred in respect of any Unit, the Manager shall direct payment of the Settlement Value due from the Lessee or responsible third party to the Lockbox Account, shall adjust invoicing accordingly, and shall verify that the Settlement Value received is correct and in accordance with the terms of the applicable Lease and/or Railcar Service Agreement.

(e) Records Management Services . Manager shall provide documentation and records management relating to its duties to Owner’s reasonable satisfaction, and shall work with Owner to develop such reports and reporting processes as may reasonably be required to accurately and efficiently address Owner’s financial and managerial reporting needs. Such reports and processes may include, but will not be limited to:

(i) Portfolio Information . The Manager shall, on an annual basis, provide the Owner with a review of the Equipment portfolio’s operation during the preceding year and its current status. Such review shall consist of the following:

(a) in respect of On-Lease Equipment and Off-Lease Equipment, (i) Equipment types by percentage of portfolio and Equipment age profile, (ii) details of all current Lessees by type and general credit information, (iii) review of collections history, (iv) review of insurance, if any, maintained by or on behalf of the Owner, (v) Lease time lines, including termination dates, early termination options, purchase options and renewal options, (vi) casualty history, (vii) appraisal requirements, (viii) compliance and status of Railcar Service Agreements, (ix) a summary of railcar rental results for the preceding year including rental rates for each lease and (x) review of Operating Expense expenditures and forecasts; and

(b) in respect of Off-Lease Equipment:(i) current location of Equipment, (ii) to the extent not covered in clause (a)(iv) above, status of insurance on Off-Lease Equipment, (iii) status of claims against defaulting Lessees, if applicable, and (iv) remarketing activities related to Off-Lease Equipment.

(ii) A report detailing the Lessee credit/industry concentrations.

(iii) A report reflecting Manager’s remarketing analysis.

(iv) A report with Owner’s projected budget.

f) Insurance .

(i) In the case of any Lease which requires that the Lessee provide insurance certificates in respect of any insurance required to be carried by the Lessee, the Manager shall communicate with the Lessee to arrange such certificates in accordance with the applicable Lease. Manager shall advise Owner on options for insurance against loss or damage to any Units, and, at the Owner’s direction and expense and to the extent commercially available, without regard to cost, the Manager shall, subject to the terms of the applicable Lease, arrange for insurance against loss or damage to any Units in addition to that maintained by the applicable Lessee on behalf of the Owner.

(ii) Manager shall advise Owner on options for general liability insurance and, at Owner’s direction and expense and to the extent commercially available, without

regard to cost, Manager shall, arrange for general liability insurance with reputable insurance underwriters insuring the Owner, including contractual coverage for the liabilities assumed under this Agreement and without exclusion for hazardous materials transportation (other than asbestos, lead, nuclear waste and silica), against liability and claims for injuries to persons (including injuries resulting in death), pollution clean-up from spills or derailments and property damage in a combined single limit of not less than Two Million Dollars ($2,000,000) per occurrence, Ten Million Dollars ($10,000,000) in the aggregate, or such greater amount as the Owner deems prudent and with such deductibles or insured retentions as are customary. If commercially available, without regard to cost, and not inherent in the general liability policy referenced above, the Owner may elect to pay an additional premium to secure liability coverage which will respond in the event a Lessee’s primary coverage is no longer in place in accordance with the coverage outlined in Section 4.2(b). In the case of any Units that may be subject to a full service Lease, the Manager shall, at Owner’s direction and expense, arrange for such specific type or types of additional liability insurance coverage as would be maintained by a prudent railcar operating lessor in such circumstances.

(iii) To the extent insurance under this Section or Section 4.2(b) is provided through Manager’s insurance programs, (a) Manager retains sole authority regarding claims management; (b) Owner will pay (or at Manager’s option reimburse Manager for) all applicable deductibles or self-insured retentions applicable to insurance claims; and (c) Owner will comply with all duties and responsibilities under the policies in a manner consistent with those of the policy owner.

Section 4.2. Administrative Duties for Off-Lease Equipment .

(a) Delivery; Storage . Upon expiration or termination of any Lease, the Manager shall, as appropriate, co-ordinate any required Re-Marking of the applicable Units and Manager shall arrange for storage of such Units (including, as appropriate, coordinating with the prior Lessee in the event such Lease contains provisions for the Lessee to store such Units for a period of time). If such Units are not being stored by such Lessee, the Manager shall select a storage facility for such Units with a view to minimizing the cost of such storage, while taking into account the fees charged by the facility, the transportation costs to the facility and the location of the facility in relation to the most likely location or operating requirements of a Lessee under a Replacement Lease for such Units.

(b) Insurance .

(i) The Manager shall advise Owner on options for insurance against loss or damage to any Off-Lease Equipment, and at Owner’s direction and expense and to the extent commercially available (without regard to cost), procure such insurance. In the event such Off-Lease Equipment is no longer covered by primary liability coverage under a Lease, the Manager shall advise Owner on options for insurance for primary liability coverage, and at Owner’s direction and expense and to the extent commercially available (without regard to cost), procure such insurance. If the Manager has knowledge of the occurrence of an Event of Loss to any Off-Lease Equipment, the Manager shall promptly notify the Owner of such Event of Loss.

(ii) The Manager shall, advise Owner on options for the following coverage, and at Owner’s direction and expense and to the extent the same is commercially available (without regard to cost), procure: (x) general liability insurance, including contractual coverage for the liabilities assumed under this Agreement, with reputable insurance underwriters insuring the Owner, without exclusion for hazardous materials transportation or otherwise (other than asbestos, lead, nuclear waste and silica), against liability and claims for injuries to persons (including injuries resulting in death), pollution clean-up from spills or derailments and property damage in a combined single limit of not less than Two Million Dollars ($2,000,000) per occurrence, Ten Million Dollars ($10,000,000) in the aggregate, or such greater amount as the Owner deems prudent and with such deductibles or insured retentions (y) all-risk physical damage insurance relating to loss or damage, including earthquake and flood risks, to the applicable Units in an amount no less than the greater of (1) the AAR Settlement Value (as defined by AAR Interchange Rule 107) of the applicable Units or (2) an amount equal to the “Agreed Value” of the applicable Units and with such deductibles as are customary.

Section 4.3. Administrative Duties Following a Lease Default .

(a) Return of Equipment . Upon the occurrence of a Lease Default, the Manager shall consult with and advise the Owner in respect thereof, and upon the direction of the Owner and its legal counsel and at the Owner’s cost and expense, the Manager shall coordinate the return (including legal repossession) of the applicable Units with such third parties as may be needed to effect such return. Upon return of such Units, the Manager shall arrange for Re-Marking and storage as set forth in Section 4.2(a) and shall market such Units for re-lease in accordance with the terms hereof.

(b) Legal Matters . If the Owner notifies the Manager that it shall be enforcing its rights under a Lease due to a Lease Default thereunder or would otherwise wish to consult with an attorney prior to declaring a Lease Default, the Manager shall provide copies of all documents in the Manager’s possession (or other information held by the Manager in connection with such Lease) to any attorney or attorneys retained by the Owner. In addition, the Manager shall make itself reasonably available, at the reasonable cost and expense of the Owner, to meet with the Owner’s counsel or otherwise consult in connection with enforcement of the Owner’s rights under any Lease.

Section 4.4. Remarketing of Equipment .

(a) Scheduled Lease Expiration . Prior to expiration of any Lease, (i) the Manager shall negotiate with the applicable Lessee regarding (x) renewal of such Lease as to any or all of the applicable Units, including determination of fair market rental, if so required under such Lease and (y) determining the purchase price for any or all of the applicable Units in accordance with the terms of such Lease if such Lessee intends to exercise a purchase option thereunder and (ii) if such Lessee does not intend to exercise a purchase option under such Lease, the Manager also shall commence Remarketing Activities in respect of re-leasing such Units to a new Lessee or selling such Units. The Manager shall use commercially reasonable efforts to arrange a Replacement Lease or sale for such Units, taking into account then-prevailing market conditions.

(b) Lease Default, Early Termination of a Lease, and Stored Units . If the Manager has received notice that a Lease Default has occurred and is continuing in respect of any Lease and a default has been declared or remedies are being taken thereunder, or that any Lease has terminated prior to its scheduled expiry date for any reason, or that Units are stored, the Manager shall, upon the Owner’s request, commence Remarketing Activities in respect of re-leasing the applicable Equipment to a new Lessee or selling such Equipment. The Manager shall use commercially reasonable efforts to arrange a Replacement Lease or sale for such Units, taking into account then-prevailing market conditions.

(c) Return of Equipment . Upon the expiration or termination of any Lease, the Manager shall co-ordinate the return of applicable Units and retain such third parties as may be needed to co-ordinate and effect such return, including inspectors who shall determine whether such Units are being returned in accordance with the return provisions of the applicable Lease before such Units are accepted by the Manager on behalf of the Owner or its designee.

(d) Prevailing Market Conditions . Upon reasonable request by the Owner, the Manager shall advise the Owner as to the then-prevailing market conditions in the railcar operating lease business.

Section 4.5. Replacement Lease; Replacement Lessee .

(a) Upon the Owner’s acceptance of an offer to lease any Unit (whether to the existing Lessee or a new Lessee), the Manager shall use commercially reasonable efforts to negotiate the terms of the applicable Replacement Lease and, if applicable, any Railcar Service Agreement. The Manager shall provide advice to the Owner in respect of the terms of such Replacement Lease and shall assist the Owner in negotiating and closing such transaction including, without limitation, coordinating with the Owner’s legal counsel.

(b) Any new Lessee shall meet the Owner’s Financing Requirements.

(c) The Manager shall co-ordinate any required Re-Marking of the applicable Units and transfer of such Units to the new Lessee under the Replacement Lease at an interchange point convenient to the prior Lessee (if applicable) and the new Lessee.

Section 4.6. Additional Services; Lockbox Account .

(a) At any time when any Units are not subject to a Lease or Railcar Service Agreement that requires the Lessee or Railcar Service Provider, as the case maybe, to do the following, the Manager shall, upon request by, and at the expense of, the Owner: (a) perform, or arrange for performance of, inspections, Maintenance and Mandatory Modifications for the applicable Units (and, if applicable, rebill any third party responsible therefor) and (b) prepare, or arrange for, appropriate records and documentation in respect of the foregoing, copies of which will be provided to the Owner on request.

(b) The Manager shall, on the Owner’s behalf, upon becoming aware of an unidentified payment made to the Lockbox Account, instruct the Lockbox Bank as to the proper application of such payment. The Owner shall provide to the Manager all information received from the Lockbox Bank with respect to amounts received, unidentified payments or otherwise, to enable Manager to perform its duties hereunder.

Section 4.7. Financial Statements, Advisors and Tax Returns .

a) Owner’s Financial Statements . The Manager shall arrange for preparation for the Owner’s accounts as at December 31 each year during the Term, commencing December 31, 2010, comprised of the following:

(i) a consolidated statement of financial position;

(ii) a consolidated income statement for the preceding year (or, in the case of the initial such statement, such shorter period as may be appropriate);

(iii) a consolidated statement of sources and uses of funds for the preceding year (or, in the case of the initial such statement, such shorter period as may be appropriate); and

(iv) cash flow projections for the railcar portfolio for the period from the date of such accounts to the Scheduled Expiry Date.

The foregoing accounts will be delivered to the Owner within one hundred twenty (120) days after December 31 each applicable year.

b) Tax Returns . At Owner’s request and direction, Manager shall consolidate information necessary for Owner’s preparation and filing of all United States federal income and withholding tax returns and any state, local, and foreign income, withholding, franchise, and capital stock tax returns, and will assist Owner in providing information as required if any of the above described tax filings are selected for audit by the relevant tax authorities. Manager will not provide tax advice or tax document preparation, and any discussion by Manager of U.S. federal tax issues is not intended or written to be relied upon, and cannot be relied upon, by any person for the purpose of (i) avoiding penalties that may be imposed under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein or therein.

c) Advisors . The Manager shall engage auditors as necessary and may engage other professional advisors, specialist consultants and other experts as the Manager considers reasonably necessary in connection with providing the services and performing its obligations hereunder.

d) Guarantor’s Financial Statements . Guarantor’s financial statements will be made available to Owner and the Security Trustee each year within one hundred twenty (120) days of Guarantor’s fiscal year end.

Section 4.8. No Authority to Make Binding Agreement . With respect to the conclusion of any re-lease or sale contemplated hereunder, the Manager shall only act upon direction received from the Owner, it being understood that this Agreement does not confer upon the Manager any power to conclude any re-lease contemplated in this Agreement or any sale of any Unit.

Section 4.9. Purchase by Manager . Nothing contained in this Agreement shall prevent the Manager or any Affiliate thereof from making an offer to purchase or lease any Units for its own account or from purchasing or leasing such Units if such offer is accepted by the Owner.

Section 4.10. Railcar Service Agreements . Under no circumstances shall the Manager be obligated (a) to perform any obligations of any Railcar Service Provider under the applicable Railcar Service Agreement (except if the Manager is the Railcar Service Provider) or (b) to make any payments on behalf of the Owner or any other Person to any Railcar Service Provider or any other Person pursuant to any Railcar Service Agreement or otherwise.

Section 4.11. Delivery of Equipment Records . The Owner shall, upon acquisition of any Units, instruct the seller thereof to deliver to the Manager all mechanical records and summaries, Equipment drawings, electronic maintenance detail history, sample car inspection reports, the manufacturer’s warranties, electronic spreadsheets of all Equipment marks and numbers, original Equipment invoices, certificates of acceptance and original bills of sale as to the Equipment that such seller has in its possession. In addition, the Owner shall deliver to the Manager any such records or information that may be, or come into, the Owner’s possession.

Section 4.12. Performance Standards/Force Majeure Events .

(a) Manager will perform its duties hereunder in conformance with all applicable rules and regulations of the AAR, U.S. Department of Transportation (“DOT”), or any other regulatory authority having jurisdiction over the Equipment and regulating the Manager’s services. While Manager’s duties will be rendered in good faith and in accordance with industry standards, Manager does not warrant or guarantee the services will be error-free.

(b) Manager shall not be liable for nonperformance or delay in performance due to any cause beyond its control (“Force Majeure”). If affected by Force Majeure, Manager shall give notice to Owner as promptly as possible of the nature and probable duration of such Force Majeure. If Manager is unable to carry out any of its obligations under this Agreement because of Force Majeure, the obligations of Manager shall be suspended only to the extent made necessary by Force Majeure. Force Majeure shall include, without limitation, acts of God; legislation or regulations of any governmental body; court decrees; acts of the public enemy; riots; strikes; labor disputes affecting maintenance facilities used or prospectively used by Manager; fires; explosions; floods; and breakdown of or damage to plants, equipment or facilities. Manager shall endeavor to counter the effects of any act of Force Majeure as promptly as possible.

SECTION 5. ACCOUNTS, MANAGER’S FEES AND EXPENSES.

Section 5.1 Accounts . Manager will direct Lessees and Railcar Service Providers with respect to the Leases and Equipment to remit payments due and to become due under any Lease, or otherwise derived from the Equipment, directly to the Lockbox Account, and Manager shall use reasonable efforts to obtain written acknowledgments from each such Person. To the extent Manager receives payments relating to any Lease or otherwise derived from the Equipment and owed to Owner, Manager will promptly remit such amounts to the Lockbox.

Section 5.2 Manager Fees . In respect of each month during the Term Owner agrees to pay to the Manager a fee as specified in each Supplement (the “ Management Fee ”), in consideration of Manager’s services. The Management Fee shall be payable monthly in arrears with the first payment due on the “Initial Fee Payment Date” in the applicable Supplement and thereafter on the corresponding day of each month thereafter. Management Fees due to Manager will be sent to Manager using the following wire instructions:


Beneficiary Name		Greenbrier Management Services
Bank		Bank of America
Bank Address		Oregon
ABA No:		026 009 593
Account No:		00454 229 4574

Upon termination of this Agreement with respect to any Supplement, whether at the end of its Term, in connection with a Termination Event, or otherwise, Manager will receive an administrative fee in the amount of $10.00 per Unit per month in lieu of the Management Fee, which will be payable each month thereafter until the reporting marks on the Units are changed to reporting marks not controlled by Manager, or in the case of Owner or third-party reporting marks, until such time as Manager is no longer reflected as the reporting mark manager. During any such period Operating Expenses will continue to be payable by Owner as provided under this Agreement and the applicable Supplement, and Manager’s duties hereunder and under the applicable Supplement will be limited to those which must of necessity, as a result of industry rules and procedures, be borne or performed by the party who controls the reporting mark on the Units or is designated as the reporting mark manager.

The Management Fee does not include the Manager Sale Fee applicable to any sale of Units of Equipment, which fee will be payable by Owner at the time of sale. Manager and Owner acknowledge that sale of Equipment requires the approval of the Senior Lenders as contemplated under the Operative Documents.

Section 5.3 Manager’s Costs and Expenses . Owner shall pay or cause to be paid, promptly upon receipt of an invoice therefor, all Operating Expenses. In the case of any individual Operating Expenses that exceed One Thousand Dollars ($1,000), the Manager shall produce supporting documentation if so requested by the Owner. All payments of Operating Expenses shall be made directly to the third-party providers, or shall be paid to the Manager as reimbursement, as appropriate, provided that the Owner shall pay or cause to be paid (a) in the

case of amounts payable to third-party providers, all fees or penalties charged by such Person in respect of late payments and (b) in the case of amounts payable to the Manager as reimbursement, interest on any amount not paid within seven (7) days of receipt of the invoice therefor, calculated at the interest rate quoted as “prime” by JPMorgan Chase Bank plus two percent (2.0%) per annum, computed on the basis of a 360-day year of twelve 30-day months from the date such payment is due to the date such payment is received.

SECTION 6. INDEMNITY.

The Owner hereby agrees to defend, indemnify and hold harmless the Manager, its Affiliates and the respective directors, officers and employees of each of them (collectively, the “ Indemnitees ”) from and against all claims, actions, demands, costs, expenses (including attorneys’ fees), losses, settlements and liabilities (each, a “ Claim ”) incurred by or asserted against such Indemnitee related to, arising out of or in any way either connected with the use, operation, possession, control, storage, management, maintenance, leasing, remarketing or sale of any Equipment or with this Agreement or any Lease or Railcar Service Agreement and the transactions contemplated herein or therein, except to the extent that it is finally determined that such Claims directly resulted from the Manager’s gross negligence, willful misconduct or breach of its obligations under this Agreement. Neither the Manager nor any Affiliate of the Manager guarantees or is in any other way responsible for the credit or performance of the Owner, any Lessee, any Railcar Service Provider, the Lockbox Bank or any other Person, and the Manager shall disclaim any such guarantee or responsibility.

The Owner shall have the right, so long as the Owner is not in default of any of its obligations hereunder or under any Operative Document, to defend or compromise in good faith in a commercially reasonable manner and with counsel reasonably satisfactory to the relevant Indemnitee, any Claim for which indemnification is sought under this Section 6, and such Indemnitee shall, at the Owner’s cost, cooperate with all reasonable requests of the Owner in connection therewith, provided that no such Claim shall be compromised on a basis that admits any criminal violation, gross negligence or willful misconduct on the part of such Indemnitee without such Indemnitee’s express written consent (which consent may be withheld in its sole discretion). The Owner’s rights to defend or compromise a Claim pursuant hereto shall not apply in any situation where, in the good faith opinion of such Indemnitee, there exists a bona fide conflict of interest between the Owner and the Indemnitee in relation to such Claim, in which case such Indemnitee, with respect to such Claim, may retain separate counsel reasonably acceptable to, and at the cost and expense of, the Owner. An Indemnitee may participate at its own expense in any judicial proceeding controlled by the Owner pursuant to the preceding provisions, provided that such party’s participation does not, in the opinion of the independent counsel appointed by the Owner to conduct such proceedings, interfere with such control, provided further that such participation shall not constitute a waiver of the indemnification provided herein. Nothing contained in this Section 6 shall be deemed to require an Indemnitee to contest any Claim or to assume responsibility for or control of any judicial proceeding with respect thereto. The Owner hereby agrees to defend, indemnify and hold harmless each Indemnitee from and against all Claims incurred by or asserted against such Indemnitee related to, arising out of, or in any way connected with, any action by or on behalf of the Owner under this Section 6. All amounts payable by the Owner with respect to Claims pursuant to this Section 6, including any costs and expenses relating thereto, shall be paid promptly following demand therefor.

The obligations of the Owner under this Section 6 shall survive expiration or termination of this Agreement and any transfer by the Manager pursuant to Section 7 or 9.3.

SECTION 7. ASSIGNMENT.

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. No party to this Agreement may assign its rights or obligations under this Agreement without the prior written consent of the other parties hereto. Each reference in this Agreement to a party to this Agreement shall include a reference to its successors and permitted assigns.

SECTION 8. INSPECTION OF EQUIPMENT; WARRANTIES.

If a prospective lessee is interested in inspecting any Units and records relating to such Units prior to entering into a Lease with respect to such Units, the Owner shall work with the Manager to obtain such consents and directions as may be necessary and shall take such other actions as may be necessary to permit such prospective lessee to make such inspection (subject to the rights, if a Lease is still in effect, of the applicable Lessee) and the Manager shall co-ordinate such inspection and related technical matters. If the Owner requests an inspection or appraisal of any Unit at any time, the Manager shall, on behalf of Owner, co-ordinate such inspection or appraisal (subject to the rights, if a Lease is still in effect, of the applicable Lessee).

In connection with coordinating maintenance and repair of the Equipment, the Manager shall to the extent permitted claim, in its name or on the Owner’s behalf, under any applicable manufacturer’s warranties as may be available to it or its Affiliates, or the Owner, as the case may be, in respect of any such maintenance and repair.

SECTION 9. TERMINATION.

Section 9.1. Termination by the Owner . The parties hereto agree that their obligations under this Agreement, the Manager’s appointment as exclusive agent hereunder and (except as provided below) the Manager’s right to receive any Management Fee or future commission as exclusive agent or otherwise may, at Owner’s option (or Security Trustee’s option, in the case of Termination Events (a), (b) (c) and (e) below), terminate if a Termination Event shall occur, provided that the Manager shall not have remedied such Termination Event within the period, if any, stated in clauses (a) through (f) below (or such reasonable additional period as Owner shall agree). Notwithstanding any other provision hereof, the Owner shall not be entitled to terminate this Agreement pursuant to clause (f) below if such failure was caused by or related to failure by Owner to pay any amount payable by it hereunder, failure by Owner to provide information required in order for Manager to perform its services and duties, or failure by Owner to perform any other obligation hereunder or failure by any Railcar Service Provider

to perform its obligations under any Railcar Service Agreement. For purposes of this Section 9, each of the events described in clauses 9.1 (a) through (f) below, and clauses 9.2(a) through (d) shall constitute a “ Termination Event ”:

(a) the insolvency of the Manager or Guarantor, or the commencement of any bankruptcy, insolvency, liquidation, winding-up or similar proceedings in relation to the Manager or Guarantor by the Manager or Guarantor or any other Persons which, if initiated by any Person other than the Manager or Guarantor, shall not have been stayed or dismissed within sixty (60) days;

(b) as a result of a foreclosure on Owner or Units by the Security Trustee or a secured party under a security agreement or a pledge, the Security Trustee or such secured party becomes the Owner of Units or the owner of the membership interest in Owner; provided, however, that in such event termination will be at the Security Trustee’s or the secured party’s option, and only with respect to Units then owned by such secured party;

(c) Manager’s ultimate parent, The Greenbrier Companies, Inc. or its successor or assignee (the “Company”) ceases to be a publicly traded company;

(d) The Company experiences a Change of Control event. For purposes of this provision, a “Change of Control” shall mean the occurrence of any of the following:

(i) The acquisition by any individual entity or group (within the meaning of section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than fifty percent (50%) of the stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of the Company (irrespective of whether at the time stock of any class or classes of the Company shall have or might have voting power by reason of the happening of any contingency); provided, however, that for purposes of this subsection (i), the following acquisitions will not constitute a Change of Control: (a) any acquisition directly from the Company; (b) any acquisition by the Company or a subsidiary of the Company; (c) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (d) any acquisition by WL Ross or an entity affiliated with WL Ross, or one or more individuals of Manager’s or the Company’s management team.

(ii) The consummation of a merger or consolidation involving the Company if the stockholders owning the capital and profits (“ownership interests”) of the Company immediately before such merger or consolidation do not, as a result of such merger or consolidation, own, directly or indirectly, more than fifty percent (50%) of the combined voting power or ownership interests of the Company or the entity resulting from such merger or consolidation, in substantially the same proportion as their ownership of the combined voting power or ownership interests outstanding immediately before such merger or consolidation; provided however that in the event such change in voting power or ownership interests is the result of an acquisition by WL Ross or an entity affiliated with WL Ross, or one or more individuals of Manager’s or the Company’s management team, such change shall not constitute a Change of Control;

(e) the Manager shall have breached in any material respect any of its representations or warranties hereunder and the same is not remedied to the reasonable satisfaction of the Owner and the Security Trustee within 90 days of the earlier of knowledge of such breach or notice from the Owner or Security Trustee; or

(f) if, within ninety (90) days of having received notice from Owner that the Manager has failed to comply in any material respect with its obligations under Section 4, the Manager shall have failed to cure such non-compliance to the reasonable satisfaction of the Owner.

Each of the Owner and Manager hereby acknowledge the Security Trustee’s right to terminate this Agreement as set forth in this Section 9.1.

Section 9.2. Termination by the Manager . At any time during the Term, the Manager shall be entitled to terminate this Agreement upon notice to Owner as follows:

(a) if any amounts of Management Fee, or any other amounts payable hereunder are not paid when due and a period of fourteen (14) days has elapsed following receipt by Owner of written notice from the Manager of such failure to pay; or

(b) the Owner is dissolved or becomes insolvent or any bankruptcy, insolvency, liquidation or similar proceedings is commenced by any Person which, if initiated by any Person other than the Owner shall not have been stayed or dismissed within sixty (60) days; or

(c) if the Owner acts or fails to act, in each case in a manner that impairs or frustrates the Manager’s ability to perform its duties hereunder, if such act or failure to act continues for a period of thirty (30) days after notice thereof from the Manager; or

(e) if, as a result of a foreclosure on Owner or Units by the Security Trustee or a secured party under a security agreement or a pledge, the Security Trustee or such secured party becomes the Owner of Units (or the owner of the membership interest in Owner); provided, however, that in such event termination will be only with respect to Units then owned (directly or indirectly) by such secured party.

Section 9.3 Actions Upon Termination . Upon termination of this Agreement as to any or all Units, subject to (a) receipt of all amounts then due and payable to the Manager hereunder and (b) execution and delivery of documentation satisfactory to the Manager in its sole discretion that (i) transfers to another Person the obligations of Owner under the applicable Leases, Railcar Service Agreements and other Operative Documents, or (ii) releases Owner from any obligations under such Leases, Railcar Service Agreements and Operative Documents, the Manager shall cooperate with Owner and/or any new manager of the applicable Units in respect of transferring the lease administration, car marks and maintenance records to such Person. Upon termination of this Agreement as to any or all Units, no new manager shall be appointed for such Units until the conditions of this Section 9.3 have been met.

SECTION 10. REPRESENTATIONS AND WARRANTIES; CONDITIONS PRECEDENT.

Section 10.1 Representations and Warranties . Each of the Manager and the Owner hereby represents and warrants, as to itself, as of the date hereof that:

(a) it is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware, and it has all requisite power, authority and legal right under the laws of the State of Delaware to enter into and perform its obligations under this Agreement;

(b) neither the execution and delivery of this Agreement nor the performance by it of its obligations hereunder requires any consent or approval of, or the giving of notice to, the registration or filing with, or the taking of any other action in respect of, any Government Entity of the U.S.A. governing its powers as a limited liability company or to its continued existence and authorization to do business other than periodic filings relating to the transactions contemplated by this Agreement , if any, other than consents, approvals, notices, registrations or filings that have been made or obtained;

(c) neither the execution and delivery of this Agreement nor the performance by it of its obligations hereunder contravenes the provisions of, or constitutes a default under, or results in the creation or imposition of any lien upon the Units under, any Applicable Laws of the U.S.A. not related to the Ownership, operation or maintenance of the Units, its constituent documents, any indenture, charge, debenture, mortgage, deed, contract or other agreement to which it is a party or by which it or its properties may be bound or affected;

(d) the execution and delivery of this Agreement, and the performance by it of its obligations hereunder, have been duly authorized by all necessary action on its part; this Agreement has been duly executed and delivered by it, and assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes the legal, valid and binding obligation of it, enforceable against it in accordance with its terms, subject to the rights of creditors generally, to equitable principles of general application and to bankruptcy, insolvency and liquidation and other similar laws of general application; and

(e) there are no pending or, to its knowledge, threatened actions, suits or proceedings against it or affecting it or its properties before any court or administrative agency which, if adversely determined, would adversely affect its ability to perform its obligations under this Agreement, with the exception of those threatened by Babcock & Brown Rail Management LLC and related entities relating to an existing railcar service agreement and reporting mark ownership.

Section 10.2 Conditions Precedent .

(a) It is a condition precedent to the Manager’s obligations hereunder that on the date hereof, the Manager shall have received from the Owner the following:

(i) a certificate of an authorized representative of the Owner certifying (A) that all necessary action has been taken to authorize the Owner to enter into and perform its obligations under this Agreement, and (B) as to the incumbency and authority of the representatives of the Owner executing this Agreement on behalf of the Owner and the documents executed and delivered by it in connection herewith;

(ii) an opinion of counsel to the Owner, in form and substance reasonably satisfactory to the Manager;

(b) It is a condition precedent to the Owner’s obligations hereunder that on the date hereof, the Owner shall have received from the Manager the following, a copy of which shall also be delivered to the Security Trustee:

(i) a certificate of an authorized representative of the Manager certifying (A) that all necessary action has been taken to authorize the Manager to enter into and perform its obligations under this Agreement and (B) as to the incumbency and authority of the representatives of the Manager executing this Agreement on behalf of the Manager and the documents executed and delivered by it in connection herewith;

(ii) an opinion of counsel to the Manager, in form and substance reasonably satisfactory to the Owner; and

(iii) a duly executed copy of a satisfactory guaranty from the Guarantor of Manager’s obligations hereunder.

SECTION 11. ENTIRE AGREEMENT.

This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof, and may be amended only by a written instrument executed by or on behalf of the parties hereto and all other parties to any Supplement hereto, and only with the prior written consent of the Security Trustee; provided that this Agreement may be amended as it applies to any Supplement by the parties to such Supplement, provided , further , that any such amendment as to any Supplement will have no effect on this Agreement as it applies to any other Supplement.

SECTION 12. SEVERABILITY.

If any provision of this Agreement, or the application of such provision to any Person, entity or circumstance, is held invalid, the remainder of this Agreement, or the application of such provision to Persons, entities or circumstances other than those as to which it is held to be invalid, shall not be affected thereby.

SECTION 13. NOTICES.

All notices or other communications provided for under this Agreement shall be given in writing and shall be delivered personally or by courier, or sent by post, or facsimile transmission to the other parties hereto at the addresses set forth below or, in the case of any other Owner, as set forth in the applicable Supplement.


If to Owner:		WL Ross-Greenbrier Rail I LLC
		Attn: Wendy L. Teramoto
		1166 Avenue of the Americas
		New York, NY 10036
		Telephone: (212) 826-2041
		Facsimile: (212) 317 4892

If to Manager:		Greenbrier Management Services, LLC
		One Centerpointe Drive, Suite 400
		Lake Oswego, OR 97035
		Attention: Equipment Accounting
		Facsimile: 503-968-4375

With a copy to:		The Greenbrier Companies, Inc.
		One Centerpointe Drive, Suite 200
		Lake Oswego, OR 97035
		Attention: General Counsel
		Facsimile: 503-684-7553

or to such other address or facsimile number as is notified by any party to the others in writing under this Agreement by no less than three (3) Business Days’ notice. Any such notice shall only be effective upon actual receipt by the addressees.

SECTION 14. GOVERNING LAW AND JURISDICTION.

Section 14.1. Applicable Law . THIS AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW (OTHER THAN TITLE 14 OF ARTICLE 5 OF THE GENERAL OBLIGATIONS LAW).

Section 14.2. Submission to Jurisdiction .

(a) Each of the parties hereto agrees that the federal or state courts in the County of New York , State of New York are to have non-exclusive jurisdiction to settle any disputes which may arise in connection with the legal relationships established by this Agreement (including, without limitation, claims for set-off or counterclaim) or otherwise arising in connection with this Agreement.

(b) Each of the parties hereto irrevocably waives any objections to the federal or state courts in the County of New York, State of New York on the ground of venue or forum non conveniens or any similar grounds.

(c) Each of the parties hereto irrevocably consents to service of process by registered or certified mail or in any other manner permitted by relevant law.

SECTION 15. CONFIDENTIALITY.

Except to the extent necessary for the exercise of its rights and remedies and the performance of its obligations hereunder, neither party hereto will, in a way known to such party to be detrimental to the other party, itself use or intentionally disclose (and will not permit such use or disclosure by any of its Affiliates of), directly or indirectly, any information obtained from the other party hereunder or in connection herewith or any portion of this Agreement and each party will use all reasonable efforts to have all such information known or which ought reasonably to be known by it to be confidential or proprietary kept confidential and not used in any way known to such party to be detrimental to any other, provided that (a) such party may use, retain and disclose any such information to its Affiliates, or to its (or its Affiliates’) officers, directors, employees, counsel, technical advisors and public accountants and any governmental agency or instrumentality or other supervisory body requesting or requiring such disclosure, including in connection with preparation of the tax returns of the Owner or any member or parent of the Owner or any tax audit of the Owner or any member or parent of the Owner or any of their respective Affiliates, (b) such party may use, retain and disclose any such information that has been publicly disclosed (other than by such party or any Affiliate thereof in breach of this Section 15) or has rightfully come into the possession of such party or any Affiliate thereof other than from any other party hereto or a Person acting on such other party’s behalf in breach of this Section 15, (c) to the extent that such party or any Affiliate thereof may have received a subpoena or other written demand under color of legal right for such information, such party or such Affiliate may disclose such information, but such party shall first, as soon as practicable upon receipt of such demand, if permitted by Applicable Law, furnish a copy thereof to each affected party and afford each such party reasonable opportunity to the extent it can do so under Applicable Law by reasonable efforts, at such other party’s cost and expense, to obtain a protective order or other reasonably satisfactory assurance of confidential treatment for the information required to be disclosed, (d) such party may disclose any such information as may be agreed in any applicable security agreement and (e) such party may disclose to any Railcar Service Provider or its officers, directors, employees, counsel, technical advisors and public accountants any such information as may be necessary or advisable in connection with the performance by such Railcar Service Provider or Owner under the applicable Railcar Service Agreement.

Notwithstanding anything to the contrary contained in this Agreement or in any other Operative Document, each party may disclose to any and all Persons, without limitation of any kind, the United States federal income tax treatment of the transactions contemplated by this Agreement and the Operative Documents (the “ Overall Transaction ”), and any fact relevant to understanding the United States federal income tax treatment or tax structure of the Overall Transaction, and all materials of any kind (including opinions or other tax analyses) relating to such United States federal income tax treatment or tax structure. This waiver is effective from the commencement of discussions with respect to the Overall Transaction.

SECTION 16. CONFLICTS.

It is expressly understood and agreed by the Owner that nothing in this Agreement shall be construed to prevent or prohibit the Manager or its Affiliates from providing the same or similar services as those provided hereunder to any other Person. In particular, the Manager and

its Affiliates shall be entitled to own, lease and operate for their respective accounts, equipment identical to the Equipment and/or to manage and/or remarket for sale or re-lease such equipment under a management and/or lease and/or remarketing agreement with another party. In the event that the Manager or any of its Affiliates owns, leases or remarkets for re-lease or sale (for its own account or for the account of others), equipment substantially similar in size and specifications to, and competitive with, the Equipment, subject to the business needs of prospective lessees (including, without limitation, the re-leasing of equipment to existing lessees under a new lease or a lease renewal or extension) or purchasers (“ Competitive Equipment ”) the Manager, except in the case of equipment that is being leased pursuant to extension or renewal of an existing lease thereof, shall remarket first and shall cause Affiliates of the Manager to remarket first, the equipment (including the Equipment) which has been off lease and available for the longest period of time, provided that for the avoidance of doubt, the Manager also shall continue to remarket the Equipment. The Manager will promptly notify the Owner if there is Competitive Equipment and as to what the ranking of the Equipment is relative to any Competitive Equipment at that time and each month thereafter so long as there is Competitive Equipment. If the Manager agrees to provide a better ranking to any other Person than the Manager has agreed to provide hereunder, the Manager will provide an equivalent ranking to the Owner for so long as it provides such ranking to another Person. No violation of this Section 16 shall occur if the Competitive Equipment is equipment subject to any acquisition and/or financing transaction in which the Manager (or any Affiliate thereof) and any party to the Transaction (or any Affiliate thereof) are participants in any capacity.

SECTION 17. COUNTERPARTS.

This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

SECTION 18. WAIVER OF JURY TRIAL.

EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES AS AGAINST THE OTHER PARTY HERETO ANY RIGHTS IT MAY HAVE TO A JURY TRIAL IN RESPECT OF ANY CIVIL ACTION ARISING UNDER THIS AGREEMENT OR ANY OTHER OPERATIVE DOCUMENT.

SECTION 19. ASSIGNMENT.

No assignment of this Agreement (or the rights or obligations of the parties hereunder) may be made by either party without the consent of the other party and the Security Trustee, which consent will not be unreasonably withheld.

SECTION 20. THIRD-PARTY BENEFICIARIES.

The Security Trustee and the Senior Lenders are express third-party beneficiaries under this Agreement; provided, however, that they shall not have rights of enforcement in connection with a Termination Event until such time as any cure period pertaining to the Termination Event has passed without cure having been effected.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Railcar Remarketing and Management Agreement as of the date first above written.


GREENBRIER MANAGEMENT SERVICES, LLC, as Manager

By:		Greenbrier Leasing Company LLC, Sole Member

By:		/s/ James T. Sharp
Name:		James T. Sharp
Title:		President

WL ROSS-GREENBRIER RAIL I LLC, as Owner

By:		/s/ Wendy Teramoto
Name:		Wendy Teramoto
Title:		Vice President

Exhibit A

FORM OF SUPPLEMENT

Manager’s Identifier:

SUPPLEMENT NO. TO RAILCAR REMARKETING

AND MANAGEMENT AGREEMENT

THIS SUPPLEMENT NO. TO RAILCAR REMARKETING AND MANAGEMENT AGREEMENT dated as of , (this “ Supplement ”) supplements that certain Railcar Remarketing and Management Agreement dated as of , 2010 (as amended, modified or supplemented, the “ Management Agreement ”), between Greenbrier Management Services LLC (the “ Manager ”) and WL Ross-Greenbrier Rail I LLC (the “ Owner ”). Capitalized terms used herein without definition shall have the meaning ascribed thereto in Section 1 below.

PREMISES:

1. The Owner and the Manager are parties to the Management Agreement.

2. The Management Agreement provides for the execution of Supplements thereto.

3. The Owner desires that the Manager act as the Owner’s exclusive agent in providing certain lease administration and remarketing for lease services in relation to the railcars described on Schedule I hereto (for purposes hereof, the “ Units ”).

NOW THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1. DEFINITIONS.

Section 1.1. Definitions . Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Management Agreement (which also contains rules of usage that shall apply to terms defined therein and herein). The following terms shall have the following meanings:

“ Agreed Value ” means, as at any time as to any Unit an amount equal to [ ].

“ Financing Requirements ” means [ i.e. describe concentration limits ].

“ Initial Fee Payment Date ” means [ ].

“ Lockbox Account ” means [ ].

“ Lockbox Bank ” means [ ].

“ Management Fee ” means [ ].

“ Scheduled Expiry Date ” means [ ].

“ Security Trustee ” means [ ].

“ Senior Lenders ” means [ ].

SECTION 2. AGREEMENTS.

Section 2.1. Agreements of the Parties . The parties hereto agree that effective as of the date of this Supplement, the Owner shall be an “ Owner ” under the Management Agreement and the Owner hereby agrees to be bound by all of the terms thereof. The Management Agreement shall in all respects apply to the Units described on Schedule I hereto and the Leases with respect thereto. To the extent any provisions of this Supplement conflict or are inconsistent with the provisions of the Management Agreement, the provisions of this Supplement shall apply in respect of the Units and the Leases with respect thereto.

Section 2.2. Notices . For purposes of Section 13 of the Management Agreement, the Owner’s address is:

[ ]

Attn: [ ]

Tel: [ ]

Fax: [ ]

SECTION 3. REPRESENTATIONS AND WARRANTIES.

Each of the Manager and the Owner hereby represents and warrants, as to itself, that the representations and warranties made in Section 10.1 of the Management Agreement are true and correct as of the date hereof, provided that all references therein to “this Agreement” shall be replaced by “the Management Agreement as supplemented by this Supplement”.

SECTION 4. CONDITIONS PRECEDENT.

Section 4.1. Conditions Precedent to Obligations of the Owner . It is a condition precedent to the Owner’s obligations hereunder that on the date hereof, the Owner shall have received from the Manager the certificates, documents and opinions described in Section 10.2(b) of the Management Agreement.

Section 4.2. Conditions Precedent to Obligations of the Manager . It is a condition precedent to the Manager’s obligations hereunder that on the date hereof, the Manager shall have received from the Owner the certificates, documents and opinions described in Section 10.2(a) of the Management Agreement.

SECTION 5. MISCELLANEOUS.

Section 5.1. Governing Law . THIS SUPPLEMENT SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW (OTHER THAN TITLE 14 OF ARTICLE 5 OF THE GENERAL OBLIGATIONS LAW).

Section 5.2. Counterparts . This Supplement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

Section 5.3. Waiver of Jury Trial . EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES AS AGAINST EACH OTHER PARTY HERETO ANY RIGHTS IT MAY HAVE TO A JURY TRIAL IN RESPECT OF ANY CIVIL ACTION ARISING UNDER THE MANAGEMENT AGREEMENT OR THIS SUPPLEMENT.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Supplement to Railcar Remarketing and Management Agreement as of the date first above written.


GREENBRIER MANAGEMENT SERVICES, LLC as Manager

By:		[ ]
Name:
Title:

[ ]
as Owner

By:		[ ]
Name:
Title:

Schedule I

Supplement

EQUIPMENT

Lease #

Initial Lessee (and
Railcar Service
Provider, if any)

Number of

Units

Unit Type

Year Built/
Manufacturer

Description

Current

Reporting

Marks

Settlement

Value

Schedule 2

Supplement

[AGREED VALUES]

Exhibit 10.4

EXECUTION COPY

ADVISORY SERVICES AGREEMENT

This ADVISORY SERVICES AGREEMENT (this “ Agreement ”) is entered into as of April 29, 2010, by and among WLR-Greenbrier Rail Inc., a Delaware corporation (the “ Company ”) and Greenbrier Leasing Company LLC, an Oregon limited liability company (“ GLC ”).

Background

WHEREAS, GLC has staff skilled in strategy development, strategic planning, corporate development, marketing, remarketing, financial modeling, financing capabilities, structuring experience and knowledge, engineering, back office capabilities and other advisory skills, services and knowledge of and in the railcar industry, including, but not limited to, the railcar leasing industry (the “ Advisory Services ”);

WHEREAS, GLC has provided the Company with the Advisory Services in connection with the closing of a railcar leasing opportunity for WL Ross-Greenbrier Rail Holdings I LLC (“ Holdings ”) and WL Ross-Greenbrier Rail I LLC (“ WLRGR ”), both affiliates of the Company;

WHEREAS, the Company desires to, pursuant to this Agreement, compensate GLC for the Advisory Services it and its affiliates have provided to the Company to date;

WHEREAS, the Company desires to exclusively hire GLC to provide the Advisory Services in the future in connection with future business opportunities and the Company’s general business operations; and

WHEREAS, GLC has provided Advisory Services, and is willing to provide Advisory Services to the Company, all upon the terms and conditions set forth in this Agreement.

Agreement

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties hereto, intending to be legally bound, do hereby agree as follows:

1. Engagement . Upon the terms and conditions herein set forth, the Company hereby engages GLC on an exclusive basis for the Term (as defined below) to provide Advisory Services to the Company as requested from time to time by the Company in consideration for the compensation provided for in Section 3 below (provided nothing herein shall prevent any investor or owner of the Company from pursuing other rail opportunities). The Advisory Services shall be performed under the direction of the Company’s Board of Directors. In consideration of the remuneration herein specified, GLC accepts such engagement and agrees to perform the Advisory Services specified herein. Upon written agreement of the parties, the provision of Advisory Services may also include GLC assisting the Company with refinancing indebtedness of the Company and/or its subsidiaries, in which case, GLC shall be appointed as the exclusive advisor in connection with such refinancing and Exhibit A (referenced below) shall be updated to reflect mutually agreed upon fees customary in the industry payable for the provision of such services.

Page 1 of 8—ADVISORY SERVICES AGREEMENT

2. Term . This Agreement shall commence on the date hereof and shall terminate upon the sale, liquidation or dissolution of Holdings and WLRGR (the “ Term ”).

3. Advisory Fee; Success Fee; Deferred Fee .

(a) In consideration of GLC’s providing Advisory Services hereunder, the Company shall pay GLC an advisory fee, success fee and deferred fee for any refinancing, each as described in Exhibit A attached hereto (collectively, the “Fees”).

(b) In addition to the Fees, the Company shall reimburse GLC promptly upon request for all reasonable out-of-pocket fees and expenses incurred by GLC in connection with GLC’s obligations hereunder, provided that such out-of-pocket fees and expenses have been approved by the Company, with such approval not to be unreasonably withheld.

(c) On or before the expiration of the Term of this Agreement (the “Expiration Date”), the Company will pay GLC any unpaid fees due through the Expiration Date.

(d) With the prior written consent of the Company not to be unreasonably withheld, GLC may assign to an affiliate of GLC any fees or reimbursable costs and expenses due to GLC from the Company.

4. Additional Rights and Obligations of the Parties .

(a) During the Term, GLC shall maintain in its employ, or otherwise have available to it through affiliates or otherwise, personnel in its judgment sufficient in number and adequate in ability to perform all Advisory Services that GLC is required to perform under this Agreement.

(b) The Company shall at all times cooperate with GLC.

(d) The Company covenants and agrees that at all times during the Term Holdings shall have no operations and shall not engage in any business other than as a holding company owning 100% of WLRGR.

(e) A “New Owner Event” shall mean the issuance, sale or other transfer of any interests, including any membership interests, securities, participations or otherwise, in Holdings or WLRGR, to a third-party. The Company covenants and agrees that at all times during the Term that the Company, Holdings and WLRGR shall not engage in a New Owner Event without the written consent of GLC which consent shall not be unreasonably withheld; provided, however, such prior written consent shall not be required if and to the extent that following consummation of such New Owner Event, the percentage of distributions to the

Page 2 of 8—ADVISORY SERVICES AGREEMENT

Company payable to GLC hereunder is adjusted in a manner that is not unfavorable to GLC so that, following the occurrence of such New Owner Event, the aggregate Advisory Fees expected to be earned by GLC during the remaining Term would be not less than the aggregate Advisory Fees expected to be earned by GLC during the remaining Term had such New Owner Event not occurred (i.e. such New Owner Event is economically neutral to GLC).

5. Indemnification .

(a) Indemnification . Each party agrees to indemnify and hold harmless the other party (the “Indemnified Party”) (including its affiliates and its and their respective principals, officers, directors, shareholders, partners, members, managers and employees) from and against, and pay or reimburse the Indemnified Party and such other indemnified persons for, any and all actions, claims, demands, proceedings, investigations, inquiries, liabilities, obligations, fines, deficiencies, costs, expenses, royalties, losses and damages (whether or not resulting from third party claims) related to or arising out such party’s breach of this Agreement, gross negligence, willful misconduct, bad faith or knowing violation of applicable law, and to reimburse the Indemnified Party and any other indemnified person for out-of-pocket expenses and reasonable legal and accounting expenses incurred by it in connection with or relating to investigating, preparing to defend or defending any actions, claims or other proceedings (including any investigation or inquiry) arising in any manner out of or in connection with such party’s breach of this Agreement, gross negligence, willful misconduct, bad faith or knowing violation of applicable law (whether or not such indemnified person is a named party in such proceeding); provided , however , that no party shall not be responsible under this Section 5(a) for any claims, liabilities, losses, damages or expenses to the extent that they are agreed by the parties or finally determined in arbitration or judicially (without right of further appeal) to result from actions taken by the Indemnified Person (or by any other indemnified person) due to the Indemnified Party’s (or by any other indemnified person’s) gross negligence, willful misconduct, bad faith or knowing violation of applicable law.

(b) Limitation on Liability . Except as expressly set forth herein, neither party makes any representations or warranties, express or implied, in respect of the Advisory Services, itself or its business. The Company further acknowledges that GLC’s role under this Agreement is as an advisor only, that GLC does not and will not have or exercise control over the Company’s affairs and/or governance, that GLC will have no liability for the actions of its affiliates in the absence of gross negligence or willful misconduct, and that the Company waives any claims based on assertions that GLC exercises control or influence over the Company’s affairs. In no event will any party to this Agreement be liable under this Agreement for any punitive, exemplary, indirect, special, incidental or consequential damages, including lost profits or savings, whether or not such damages are foreseeable, or in respect of any liabilities relating to any third party claims (whether based in contract, tort or otherwise), unless such damages are owed and paid by such party to a third party.

(c) Contribution . If and to the extent that the indemnification provided for in Section 5(a) is not enforceable for any reason, the applicable indemnifying party agrees to make the maximum contribution possible pursuant to applicable law to the payment and satisfaction of any actions, claims, liabilities, losses and damages incurred by the other party or the other indemnified persons for which they would have otherwise been entitled to be indemnified hereunder.

Page 3 of 8—ADVISORY SERVICES AGREEMENT

6. Miscellaneous .

(a) Confidentiality . The terms and conditions of this Agreement are confidential, and except as otherwise required by law, neither party shall disclose this Agreement or any portion hereof to any person other than its legal counsel and accountants without prior written consent of the other party.

(b) Marketing Authorization . With the prior consent of the Company not to be unreasonably withheld, the Company agrees that GLC may use the Company’s name and logo, and general information concerning the Company’s relationship with GLC, on GLC’s website and firm brochures, in press releases, advertisements, and in other related marketing materials. This authorization will extend to reissues of the advertisements and other marketing tools which GLC may utilize in its marketing activities.

(c) Notices . All notices, demands and other communications given or delivered under this Agreement shall be in writing and shall be deemed to have been given (i) when personally delivered, (ii) 3 business days after being mailed by first class mail, certified with return receipt requested, or (iii) 1 business day after delivery to a reputable overnight courier for next business day delivery, to the following addresses (or such other address as is specified in writing):

Greenbrier Leasing Company LLC

One Centerpointe Drive, Suite 200

Lake Oswego, Oregon 97035

Attn: General Counsel

WLR-Greenbrier Rail Inc.

1166 Avenue of the Americas

New York, New York 10036

Attn: Wendy L. Teramoto

(d) Entire Agreement; Amendment and Modification . This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, superseding all prior understandings and agreements whether written or oral. This Agreement may not be amended or revised except by a writing signed by GLC and the Company.

(e) Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns but may not be assigned (and no duties may be delegated) by any party without the prior written consent of the other parties hereto. GLC may assign this Agreement, or the right to receive any amounts due from the Company to GLC hereunder, to any of its affiliates, in each case, with the prior consent of the Company not to be unreasonably withheld.

(f) Governing Law; Venue . THIS AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW

Page 4 of 8—ADVISORY SERVICES AGREEMENT

OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW (OTHER THAN TITLE 14 OF ARTICLE 5 OF THE GENERAL OBLIGATIONS LAW).

(g) Waiver of Jury Trial . Each party hereby irrevocably waives any right it may have, and agrees not to request, a jury trial for the adjudication of any dispute hereunder or in connection herewith or arising out of this Agreement or any transaction contemplated hereby.

(h) Survival . Upon expiration or termination of this Agreement, all liabilities and obligations hereunder automatically shall terminate except (i) liability for breaches by any party prior thereto, (ii) the Company’s obligations under Section 3 and Exhibit A (with respect to any fees payable or incurred either prior to or at the termination of this Agreement or following termination), and (iii) the obligations under Section 5 , each of which shall survive the termination of this Agreement.

(i) Independent Contractor . The parties acknowledge and agree that GLC is and shall act as an independent contractor of the Company in the performance of its duties hereunder. GLC is not, and in the performance of its duties will not hold itself out as, an employee, agent or partner of the Company or any of its subsidiaries and no party to this Agreement shall take any position inconsistent with the foregoing.

(j) Counterparts . This Agreement may be signed and delivered in multiple counterparts (including delivery by means of facsimile), each of which shall be deemed an original but which together shall constitute one and the same instrument.

[ signature page follows ]

Page 5 of 8—ADVISORY SERVICES AGREEMENT

IN WITNESS WHEREOF, the parties have duly executed this Advisory Services Agreement as of the date first above written.


WLR-GREENBRIER RAIL INC.

By:		/s/ Wendy Teramoto
Name:		Wendy Teramoto
Title:		Vice President

GREENBRIER LEASING COMPANY LLC

By:		/s/ Larry Stanley
Name:		Larry Stanley
Title:		Vice President

SIGNATURE PAGE – ADVISORY SERVICES AGREEMENT

EXHIBIT A

Fees

1. The Company shall pay GLC advisory fees (the “Advisory Fee”) for services under the Agreement as follows:

(i) Subject to Section 1(ii) below, the Company agrees to pay to GLC, within two business days following its receipt of any distribution from Holdings (including any distribution received by the Company in connection with any refinancing of the indebtedness of WLRGR or from any New Owner Event, a fee equal to [25]% of such distribution until the total of such distributions from Holdings to the Company to date, together with any monies the Company received in a New Owner Event pursuant to Section 2, equals $[24,198,170], plus the amount of any subsequent capital contributions from the Company to Holdings made prior to the date of such distribution (collectively, the “Company’s Capital Contributions”), plus an internal annual rate of return of [20]% on the Company’s Notional Capital Contribution. Thereafter, the Company agrees to pay to GLC, within two business days following its receipt of any distribution from Holdings, a fee equal to [49]% of such distribution.

(ii) The fee payable to GLC under Section 1(i) above or Section 2(i) below, as the case may be, may be adjusted in good faith by the Company so that the Company receives an internal rate of return of [20]% on its Notional Capital Contribution at the same time as GLC receives its proportionate share of fees hereunder (as adjusted for any participation interests in the Line of Credit (as defined below) held by GLC or its affiliates).

The Company’s “ Notional Capital Contribution ” shall equal the Company’s Capital Contributions plus all amounts advanced from time to time by the Company (excluding amounts funded through participations) under the Line of Credit Agreement, dated as of April 29, 2010 (the “Line of Credit “), among WLRGR, the Company and the other parties thereto.

2. The Company shall pay, or cause to be paid, to GLC a success fee (“Success Fee”) upon a New Owner Event. Such Success Fee shall be paid as follows:

After payment of any commission or fee owed under that certain Syndication Agreement dated as of April 29, 2010 plus reimbursement to the Company (and, on a pro-rata basis, to GLC or its affiliate in respect of any participation interests) for any outstanding amounts under the Line of Credit (the “Expenses”), the Company agrees to pay to GLC, within two business days following its receipt of consideration received in connection with the New Owner Event (the “Payment”), (i) a fee equal to [25]% of an amount equal to (x) the Payment minus (y) the Expenses (with (x) minus (y) referred to herein as the “Net Payment”), until the total of the Net Payment received by Company to date, together with any monies the Company received as a distribution from Holdings under Section 1 above, equals the Company’s Capital Contributions to Holdings plus an internal annual rate of return of [20]% on the Company’s Notional Capital Contribution; and thereafter, (ii) a fee equal to [49]% of the Net Payment and the payments under subsection (i) of this paragraph.

3. Limitations on Distributions . The parties agree that, except as expressly provided herein, nothing in this Exhibit A shall be interpreted to require Holdings to make any distributions and in no event shall GLC be entitled to any fee pursuant to this Exhibit A unless and until distributions are made by Holdings to the Company in accordance with and pursuant to the terms of the

limited liability company agreement of Holdings. For the avoidance of doubt, prior to making any distribution to the Company using the Payment or the proceeds of a New Owner Event or refinancing of WLRGR debt, Holdings shall pay directly to GLC or other applicable person entitled thereto any agreed arrangement fees.

3. Example calculations of selected provisions under this Exhibit A are attached hereto as Exhibit A-1.

Exhibit 10.5

Execution Copy

CONTRACT PLACEMENT AGREEMENT

This Contract Placement Agreement (this “ Agreement ”), dated April 29, 2010 (the “ Effective Date ”), is between WLR-Greenbrier Rail Inc. (“ Parent ”) and Greenbrier Leasing Company LLC (“ GLC ”).

WHEREAS, Parent is the owner of 100% of the outstanding equity interests in WL Ross-Greenbrier Rail Holdings I LLC (“ Holdings ”), and Holdings is the owner of 100% of the outstanding equity interests in WL Ross-Greenbrier Rail I LLC (“ Owner ”);

WHEREAS, provided that Holdings is sufficiently capitalized by Parent, GLC wishes to be, or to have its affiliate, contractually appointed as the: (a) exclusive manager of certain rail cars owned by Owner; (b) exclusive agent for the placement of the sale of certain interests in Holdings; and (c) consultant to provide certain advisory services to Parent;

WHEREAS, Parent is willing, in exchange for the Contract Placement Fee (defined below) to contractually appoint, or cause the appointment of, GLC or its affiliate, as the: (a) exclusive manager of certain rail car assets owned by Owner; (b) exclusive agent for the placement of the sale of certain interests in Holdings; and (c) exclusive consultant to provide certain advisory services to Parent;

NOW THEREFORE, Parent and GLC expressly acknowledge and agree to as follows:

1. Contract Placement Fee .

(a) In accordance with Section 1(b), GLC will pay Parent as compensation a fee equal to $6,049,543 (the “ Contract Placement Fee ”) in exchange for Parent:

(i) Appointing GLC as its exclusive consultant to perform the services set forth in the Advisory Services Agreement (“ ASA ”) executed by Parent and GLC as of the Effective Date;

(ii) Appointing GLC as its exclusive placement agent to perform the services set forth in the Syndication Agreement (“ SA ”) executed by Parent and GLC as of the Effective Date; and

(iii) Causing Owner to appoint GLC or its affiliate as the exclusive manager of certain rail car assets owned by Owner as set forth in the Railcar Remarketing and Management Agreement (“ RCMA ”) executed by Owner and GLC or its affiliate as of the Effective Date.

C ONTRACT P LACEMENT A GREEMENT

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(b) GLC will pay the Contract Placement Fee to Parent by wire transfer of immediately available U.S. funds to an account designated in writing by Parent upon:

(i) execution and delivery of the ASA and SA by Parent;

(ii) execution and delivery of the RCMA by Owner; and

(iii) delivery to GLC of written evidence in a form satisfactory to GLC that Parent has made a capital contribution to Holdings of at least $[18,148,628].

Once paid, the fee will not be refundable in any circumstances, including without limitation, upon any termination of the ASA, SA or RCMA.

2. Confidentiality . The terms and conditions of this Agreement are confidential, and except as otherwise required by law, neither party shall disclose this Agreement or any portion hereof to any person other than its legal counsel, affiliates, representatives, owners, agents and accountants (who shall each be under an obligation to maintain such confidentiality) without the prior written consent of the other party.

3. No Assignment . This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns but may not be assigned (and no duties may be delegated) by any party without the prior written consent of the other parties hereto not to be unreasonably withheld.

4. Waiver or Modification . No waiver or modification of any of the terms of this Agreement shall be valid unless in writing and signed by the party to be charged. No waiver by any party of a breach hereof or a default hereunder shall be deemed a waiver by such party of a subsequent breach or default of like or unlike or similar or dissimilar nature.

5. Severability . If any term or provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining terms and provisions shall not in any way be affected or impaired thereby and shall be valid and enforced to the fullest extent permitted by law.

6. Governing Law, Jurisdiction and Venue . This Agreement and all matters collateral hereto shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed solely in New York (without giving effect to any conflict of law principles under New York law). The parties agree that the sole and exclusive jurisdiction of any action or suit in connection with this Agreement or any claim, dispute or controversy arising therefrom or in connection therewith will lie in the Federal Court located in the County of New York, State of New York, and if that court lacks jurisdiction, in the State Court in the same county. EACH OF GLC AND PARENT (ON THEIR OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF THEIR EQUITY HOLDERS) IRREVOCABLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY

C ONTRACT P LACEMENT A GREEMENT

P AGE 2 OF 4

ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) RELATED TO OR ARISING OUT OF THE PERFORMANCE BY GLC, HOLDINGS OR PARENT OF THE ACTIONS CONTEMPLATED BY, THIS AGREEMENT.

7. Counterparts . The parties hereto agree that this Agreement may be executed in counterparts with the same effect as if all parties had signed the same document. Facsimile counterparts shall be deemed to be original execution copies. All counterparts shall be construed together and shall constitute one Agreement.

8. Notices . Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon personal delivery or delivery by courier to the party to be notified, or upon deposit with the United States Post Office, to be sent by registered or certified mail, postage prepaid and addressed to the party to be notified at the following address:

Greenbrier Leasing Company LLC

One Centerpointe Drive, Suite 200

Lake Oswego, Oregon 97035

Attn: General Counsel

WLR-Greenbrier Rail Inc.

1166 Avenue of the Americas

New York, New York 10036

Attn: Wendy L. Teramoto

or at such other address as such party may designate by advance written notice to the other party.

9. Relationship of Parties . GLC is an independent contractor of Parent and Owner, and nothing in this Agreement, the ASA, SA or the RCMA will create a joint venture or partnership, or establish a relationship of principal and agent, or any other relationship of a similar nature, between the parties, and no party to this Agreement shall take any position inconsistent with the foregoing.

10. Entire Agreement; Binding Effect . This Agreement contains the sole and entire agreement and understanding of the parties with respect to the subject matter hereof, superseding all prior communications, agreements and understandings, whether written or oral. This Agreement shall not be amended or modified except in a writing signed by both parties. This Agreement shall be binding both parties’ legal representatives, successors and assigns.

C ONTRACT P LACEMENT A GREEMENT

P AGE 3 OF 4


WLR-GREENBRIER RAIL INC.

By:		/s/ Wendy Teramoto
Name:		Wendy Teramoto
Title:		Vice President

GREENBRIER LEASING COMPANY LLC

By:		/s/ Larry Stanley
Name:		Larry D. Stanley
Title:		Vice President

C ONTRACT P LACEMENT A GREEMENT

S IGNATURE P AGE

Exhibit 10.6

EXECUTION COPY

WLR-GREENBRIER RAIL INC.

April 29, 2010

Greenbrier Leasing Company LLC

One Centerpointe Drive, Suite 200

Lake Oswego, Oregon 97035

To Whom It May Concern:

This letter references the Line of Credit Agreement, dated as of April 29, 2010 (the “ LOC Agreement ”), among WL ROSS-GREENBRIER RAIL I LLC, a Delaware limited liability company (“ Borrower ”), WLR-GREENBRIER RAIL INC., a Delaware corporation (“ WLR ”), AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED, a limited liability company incorporated under the laws of the Commonwealth of Australia (“ ANZ ”) and LANDESBANK BADEN-WÜRTTEMBERG, a German public law banking institution (“ LBBW ”). Each initially-capitalized term used but not defined in this letter agreement (this “ Agreement ”) will have the meaning assigned to it in the LOC Agreement.

WLR agrees that:

1. It will notify Greenbrier Leasing Company LLC (“ GLC ”) in writing within two Business Days after WLR receives a notice that Borrower wishes to draw an LOC Advance under Section 2.2 of the LOC Agreement. The WLR notice to GLC will include: (a) the total amount of the requested LOC Advance; (b) WLR’s ratable share of the requested LOC Advance (the “ Share ”); (c) the LOC Drawing Date requested by Borrower.

2. For 30 days after the LOC Drawing Date, GLC will have the right to participate in up to [25] percent of the Share of the LOC Advance made to Borrower on the LOC Drawing Date (“ Participation Right ”). GLC’s total aggregate Participation Rights shall only apply to the Commitment of WLR under the LOC Agreement as of the date hereof, without effect of any future amendments increasing such amount. WLR’s initial Commitment under the LOC Agreement as of the date hereof is $[5,250,000] and pursuant to Section 2.4(d) of the LOC Agreement as of the date hereof may reach a maximum of $[10,500,000], such that GLC may at most participate in up to [25]% of the $[10,500,000].

3. If GLC exercises its Participation Right within the 30-day period by written notice to WLR (the “ Election Notice ”), then: (a) WLR hereby grants GLC a right to participate in all of WLR’s rights in that percentage of the Share that is specified by GLC (up to [25] percent of the Share) (the “ Participation Interest ”).

4. The purchase price for the Participation Interest will be the dollar amount of the Participation Interest loaned to Borrower by WLR (i.e., dollar for dollar). WLR and GLC will close on the Participation Interest on a date agreed to by the parties, but not later than 10

Business Days after GLC delivers the Election Notice. From and after the date funds are delivered to WLR pursuant to participation of the Participation Interest, all interest, principal, fees and other amounts pertaining to such Participation Interest shall be for the account of GLC.

5. The relationship between WLR and GLC evidenced by the Participation Interest is and shall be that of a seller and purchaser of a participation interest in the LOC Advance. GLC agrees that WLR will retain in WLR’s name, but to the extent of the Participation Interest, as trustee for GLC, all of the obligations of the Borrower to WLR arising out of the LOC Agreements. To the extent of the Participation Interest, WLR is and shall be a trustee for GLC in administering, servicing and taking actions under the LOC Agreement and all rights, remedies and benefits thereunder. WLR agrees to promptly deliver to GLC copies of all notices, statements, filings, certificates and other documents received by WLR under the LOC Agreement. WLR agrees to pay and otherwise account for to GLC, within five days of WLR’s receipt of any payments on any LOC Advance, such amounts due to GLC in respect of all Participation Interests. WLR hereby agrees that WLR shall not, without the prior written consent of GLC (with such consent not to be unreasonably withheld) (i) carry out the provisions of the LOC Agreement with Borrower, or exercise any rights or privileges accruing to WLR by reason of the provisions thereof, or enforce rights thereunder; (ii) modify, alter or amend in any material respect the LOC Agreement, nor waive or release any material rights thereunder against Borrower, or in or to any collateral, or in or to any material rights against any guarantor, surety or other entity in respect of the Borrower’s obligations; or (iii) offset any claim or demand in favor of WLR pertaining to indebtedness or obligations of Borrower wherein GLC does not participate, against or to the detriment of GLC.

6. WLR represents and warrants that this Agreement constitutes a legal, valid and binding obligation of WLR, enforceable against WLR in accordance with its terms.

7. THIS AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW (OTHER THAN TITLE 14 OF ARTICLE 5 OF THE GENERAL OBLIGATIONS LAW).

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK; SIGNATURE PAGE FOLLOWS]

If the foregoing accurately reflects our mutual understanding regarding GLC’s Participation Right, please indicate this on the appropriate signature line below.


Sincerely,

WLR-GREENBRIER RAIL INC.

By:		/s/ Wendy Teramoto
Name:		Wendy Teramoto
Title:		Vice President


Agreed and Accepted:

Dated: April 29, 2010

GREENBRIER LEASING COMPANY LLC

By:		/s/ James T. Sharp
Name:		James T. Sharp
Title:		President

THE GREENBRIER COMPANIES, INC.

Exhibit 31.1

CERTIFICATIONS

I, William A. Furman, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of The Greenbrier Companies, Inc. for the quarterly period ended May 31, 2015;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

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

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 1, 2015

/s/ William A. Furman

William A. Furman

President and Chief Executive Officer

THE GREENBRIER COMPANIES, INC.

Exhibit 31.2

CERTIFICATIONS (cont’d)

I, Mark J. Rittenbaum, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of The Greenbrier Companies, Inc. for the quarterly period ended May 31, 2015;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(a)

(b)

(c)

(d)

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

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 1, 2015

/s/ Mark J. Rittenbaum

Mark J. Rittenbaum

Executive Vice President and

Chief Financial Officer

THE GREENBRIER COMPANIES, INC.

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of The Greenbrier Companies, Inc. (the “Company”) on Form 10-Q for the quarterly period ended May 31, 2015, as filed with the Securities and Exchange Commission on the date therein specified (the “Report”), I, William A. Furman, President and Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

Date: July 1, 2015

/s/ William A. Furman

William A. Furman

President and Chief Executive Officer

THE GREENBRIER COMPANIES, INC.

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of The Greenbrier Companies, Inc. (the “Company”) on Form 10-Q for the quarterly period ended May 31, 2015, as filed with the Securities and Exchange Commission on the date therein specified (the “Report”), I, Mark J. Rittenbaum, Executive Vice President and Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

Date: July 1, 2015

/s/ Mark J. Rittenbaum

Mark J. Rittenbaum

Executive Vice President and

Chief Financial Officer