Guarantor/Non-Guarantor | 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. Condensed Consolidating Balance Sheet May 31, 2015 (In thousands, unaudited) Parent Combined Combined 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. Condensed Consolidating Statement of Income For the three months ended May 31, 2015 (In thousands, unaudited) Parent Combined Combined 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. Condensed Consolidating Statement of Income For the nine months ended May 31, 2015 (In thousands, unaudited) Parent Combined Combined 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. Condensed Consolidating Statement of Comprehensive Income (Loss) For the three months ended May 31, 2015 (In thousands, unaudited) (In thousands) Parent Combined Combined 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. Condensed Consolidating Statement of Comprehensive Income (Loss) For the nine months ended May 31, 2015 (In thousands, unaudited) (In thousands) Parent Combined Combined 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. Condensed Consolidating Statement of Cash Flows For the nine months ended May 31, 2015 (In thousands, unaudited) (In thousands) Parent Combined Combined 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. Condensed Consolidating Balance Sheet August 31, 2014 (In thousands) Parent Combined Combined Non-Guarantor 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. Condensed Consolidating Statement of Income For the three months ended May 31, 2014 (In thousands, unaudited) Parent Combined Combined 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. Condensed Consolidating Statement of Income For the nine months ended May 31, 2014 (In thousands, unaudited) Parent Combined Combined 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. Condensed Consolidating Statement of Comprehensive Income (Loss) For the three months ended May 31, 2014 (In thousands, unaudited) (In thousands) Parent Combined Combined 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. Condensed Consolidating Statement of Comprehensive Income (Loss) For the nine months ended May 31, 2014 (In thousands, unaudited) (In thousands) Parent Combined Combined 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. Condensed Consolidating Statement of Cash Flows For the nine months ended May 31, 2014 (In thousands, unaudited) (In thousands) Parent Combined Combined 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 |