923120--11/12/2009--GREENBRIER_COMPANIES

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{operation, international, foreign}

{customer, product, revenue}

{product, liability, claim}

{cost, operation, labor}

{tax, income, asset}

{acquisition, growth, future}

{investment, property, distribution}

{product, candidate, development}

{system, service, information}

{cost, regulation, environmental}

{personnel, key, retain}

{financial, litigation, operation}

{product, market, service}

{provision, law, control}

{competitive, industry, competition}

{regulation, change, law}

We compete in a highly competitive and concentrated industry which may adversely impact our financial results. We derive a significant amount of our revenue from a limited number of customers, the loss of one or more of which could have an adverse effect on our business. Fluctuations in the availability and price of steel and other raw materials could have an adverse effect on our ability to manufacture and sell our products on a cost-effective basis and could adversely affect our margins and revenue of our refurbishment and parts business. Our backlog is not necessarily indicative of the level of our future revenues. The timing of our asset sales and related revenue recognition could cause significant differences in our quarterly results and liquidity. A change in our product mix, a failure to design or manufacture products or technologies or achieve certification or market acceptance of new products or technologies or introduction of products by our competitors could have an adverse effect on our profitability and competitive position. We could be unable to remarket leased railcars on favorable terms upon lease termination or realize the expected residual values, which could reduce our revenue and decrease our overall return. Our product and repair service warranties could expose us to potentially significant claims. A reduction in negotiated or arbitrated car hire rates could reduce future car hire revenue. Risks related to our operations outside of the United States could adversely impact our operating results. Some of our employees belong to labor unions and strikes or work stoppages could adversely affect our operations. Fluctuations in foreign currency exchange rates could lead to increased costs and lower profitability. We have potential exposure to environmental liabilities, which could increase costs or have an adverse effect on results of operations. We could be liable for physical damage or product liability claims that exceed our insurance coverage. Shortages of skilled labor could adversely impact our operations. We depend on a third party to provide most of the labor services for our operations in Sahagun, Mexico and if such third party fails to provide the labor, it could adversely affect our operations. We could experience interruption of our manufacturing operations in Mexico which would adversely affect our results of operations. Our relationships with our joint venture and alliance partners could be unsuccessful, which could adversely affect our business. We could have difficulty integrating the operations of any companies that we acquire, which could adversely affect our results of operations. If we are not successful in succession planning for our senior management team our business could be adversely impacted. An adverse outcome in any pending or future litigation could negatively impact our business and results of operations. We could be unable to procure adequate insurance on a cost-effective basis in the future. Any failure by us to comply with regulations imposed by federal and foreign agencies could negatively affect our financial results. Our financial performance and market value could cause future write-downs of goodwill in future periods. Our implementation of new enterprise resource planning (ERP) systems could result in problems that could negatively impact our business. Our governing documents contain some provisions that could prevent or make more difficult an attempt to acquire us.

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923120--11/12/2009--GREENBRIER_COMPANIES_INC