SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 24, 2011
THE GREENBRIER COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Commission File No. 1-13146
|(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)
(Registrants telephone number, including area code)
Former name or former address, if changed since last report: N/A
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
TABLE OF CONTENTS
Item 4.01 Change in Registrants Certifying Accountant
On January 24, 2011, we dismissed Deloitte & Touche, LLP (Deloitte & Touche) as the
independent registered public accountants for The Greenbrier Companies, Inc. (the Company).
Effective January 24, 2011, the Audit Committee of our Board of Directors engaged KPMG LLP (KPMG)
to serve as the independent public accountants to audit our consolidated financial statements for
the fiscal year ending August 31, 2011. The decision to change accountants was approved by the
Audit Committee. In deciding to engage KPMG, the Audit Committee reviewed auditor independence and
existing commercial relationships with KPMG, and concluded that KPMG has no commercial relationship
with the Company that would impair its independence.
Deloitte & Touches reports on our consolidated financial statements for the fiscal years
ended August 31, 2009 and August 31, 2010 did not contain an adverse opinion or a disclaimer of
opinion, and were not qualified or modified as to uncertainty, audit scope or accounting
During our past two fiscal years and the interim period through January 24, 2011, we had no
disagreements with Deloitte & Touche on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to
Deloitte & Touches satisfaction, would have caused Deloitte & Touche to make reference to the
subject matter of the disagreement in connection with its report. During our past two fiscal years
and the interim period through January 24, 2011, Deloitte & Touche did not advise us of any of the
matters specified in Item 304(a)(1)(v) of Regulation S-K.
During our fiscal years ended August 31, 2009 and August 31, 2010, and the interim period
through January 24, 2011, we have had no consultations with KPMG concerning: (a) the application
of accounting principles to a specific transaction or the type of opinion that might be rendered on
our financial statements as to which we received oral advice that was an important factor in
reaching a decision on any accounting, auditing or financial reporting issue; or (b) any matter
that was the subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K or a
reportable event as described by Item 304(a)(1)(v) of Regulation S-K.
The Company provided Deloitte & Touche with a copy of this Form 8-K prior to its filing with the
SEC, and requested that Deloitte & Touche furnish the Company with a letter addressed to the SEC
stating whether Deloitte & Touche agrees with the statements made herein and, if not, stating the
respects in which it does not agree. A copy of the letter provided by Deloitte & Touche, dated
January 28, 2011 is attached as Exhibit 16.1 hereto.
Item 9.01 Financial Statements and Exhibits
||Letter from Deloitte & Touche, LLP, addressed to the Securities and Exchange Commission
regarding its agreement to the statements made herein.