Guarantor/Non-Guarantor | Note 14 – 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 International Holdings II, LLC; 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 November 30, 2015 and August 31, 2015, for the three months ended November 30, 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 November 30, 2015 (In thousands, unaudited) Parent Combined Combined Eliminations Consolidated Assets Cash and cash equivalents $ 46,071 $ 2,528 $ 149,034 $ — $ 197,633 Restricted cash — 2,914 6,904 — 9,818 Accounts receivable, net 7,366 420,870 40,725 (231,748 ) 237,213 Inventories — 256,401 199,708 (12,086 ) 444,023 Leased railcars for syndication — 242,050 — (3,139 ) 238,911 Equipment on operating leases, net — 252,559 2,698 (2,616 ) 252,641 Property, plant and equipment, net 8,520 102,437 196,239 — 307,196 Investment in unconsolidated affiliates 1,283,522 171,405 20,356 (1,388,625 ) 86,658 Intangibles and other assets, net 20,626 51,211 15,944 (11,624 ) 76,157 Goodwill — 43,265 — — 43,265 $ 1,366,105 $ 1,545,640 $ 631,608 $ (1,649,838 ) $ 1,893,515 Liabilities and Equity Revolving notes $ 162,000 $ — $ 1,888 $ — $ 163,888 Accounts payable and accrued liabilities 275,274 204,526 184,587 (279,717 ) 384,670 Deferred income taxes 22,972 61,968 — (21,457 ) 63,483 Deferred revenue — 37,577 — 4,774 42,351 Notes payable 133,914 189,661 1,093 — 324,668 Total equity—Greenbrier 771,945 1,051,908 301,839 (1,353,747 ) 771,945 Noncontrolling interest — — 142,201 309 142,510 Total equity 771,945 1,051,908 444,040 (1,353,438 ) 914,455 $ 1,366,105 $ 1,545,640 $ 631,608 $ (1,649,838 ) $ 1,893,515 The Greenbrier Companies, Inc. Condensed Consolidating Statement of Income For the three months ended November 30, 2015 (In thousands, unaudited) Parent Combined Combined Eliminations Consolidated Revenue Manufacturing $ 5,143 $ 371,845 $ 511,992 $ (190,319 ) $ 698,661 Wheels & Parts — 79,081 — (352 ) 78,729 Leasing & Services 844 24,182 — (27 ) 24,999 5,987 475,108 511,992 (190,698 ) 802,389 Cost of revenue Manufacturing — 297,538 425,466 (189,971 ) 533,033 Wheels & Parts — 73,342 — (340 ) 73,002 Leasing & Services — 11,613 — (24 ) 11,589 — 382,493 425,466 (190,335 ) 617,624 Margin 5,987 92,615 86,526 (363 ) 184,765 Selling and administrative 16,415 9,086 10,923 125 36,549 Net gain on disposition of equipment — (156 ) 1 (114 ) (269 ) Earnings (loss) from operations (10,428 ) 83,685 75,602 (374 ) 148,485 Other costs Interest and foreign exchange 3,234 1,373 829 — 5,436 Earnings (loss) before income taxes and earnings (loss) from unconsolidated affiliates (13,662 ) 82,312 74,773 (374 ) 143,049 Income tax (expense) benefit (4,743 ) (27,320 ) (12,583 ) (73 ) (44,719 ) Earnings (loss) before earnings (loss) from unconsolidated affiliates (18,405 ) 54,992 62,190 (447 ) 98,330 Earnings (loss) from unconsolidated affiliates 87,838 1,974 (362 ) (89,067 ) 383 Net earnings (loss) 69,433 56,966 61,828 (89,514 ) 98,713 Net (earnings) loss attributable to noncontrolling interest — — (29,542 ) 262 (29,280 ) Net earnings (loss) attributable to Greenbrier $ 69,433 $ 56,966 $ 32,286 $ (89,252 ) $ 69,433 The Greenbrier Companies, Inc. Condensed Consolidating Statement of Comprehensive Income (Loss) For the three months ended November 30, 2015 (In thousands, unaudited) (In thousands) Parent Combined Combined Eliminations Consolidated Net earnings (loss) $ 69,433 $ 56,966 $ 61,828 $ (89,514 ) $ 98,713 Other comprehensive income (loss) Translation adjustment — — (3,967 ) — (3,967 ) Reclassification of derivative financial instruments recognized in net earnings (loss) — 276 216 — 492 Unrealized loss on derivative financial instruments 68 (366 ) (5,754 ) — (6,052 ) 68 (90 ) (9,505 ) — (9,527 ) Comprehensive income (loss) 69,501 56,876 52,323 (89,514 ) 89,186 Comprehensive (income) loss attributable to noncontrolling interest — — (29,469 ) 262 (29,207 ) Comprehensive income (loss) attributable to Greenbrier $ 69,501 $ 56,876 $ 22,854 $ (89,252 ) $ 59,979 The Greenbrier Companies, Inc. Condensed Consolidating Statement of Cash Flows For the three months ended November 30, 2015 (In thousands, unaudited) (In thousands) Parent Combined Combined Eliminations Consolidated Cash flows from operating activities: Net earnings (loss) $ 69,433 $ 56,966 $ 61,828 $ (89,514 ) $ 98,713 Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities: Deferred income taxes 23,557 (10,358 ) (1,053 ) (9,127 ) 3,019 Depreciation and amortization 656 7,151 5,191 (24 ) 12,974 Net gain on disposition of equipment — (156 ) 1 (114 ) (269 ) Stock based compensation expense 5,301 — — — 5,301 Noncontrolling interest adjustment — — — 262 262 Other — 103 534 — 637 Decrease (increase) in assets: Accounts receivable, net 42,106 200,971 (30,333 ) (253,633 ) (40,889 ) Inventories — (64,776 ) 56,125 8,377 (274 ) Leased railcars for syndication — (52,932 ) — (8,127 ) (61,059 ) Other (823 ) (3,086 ) (17,324 ) 17,655 (3,578 ) Increase (decrease) in liabilities: Accounts payable and accrued liabilities (226,275 ) (78,626 ) (22,257 ) 249,553 (77,605 ) Deferred revenue — (723 ) — — (723 ) Net cash provided by (used in) operating activities (86,045 ) 54,534 52,712 (84,692 ) (63,491 ) Cash flows from investing activities: Proceeds from sales of assets — 41,353 — — 41,353 Capital expenditures (774 ) (3,668 ) (11,153 ) — (15,595 ) Decrease (increase) in restricted cash — (948 ) (1 ) — (949 ) Cash distribution from unconsolidated affiliates 616 — — — 616 Investment in and net advances to unconsolidated affiliates (85,213 ) (1,345 ) — 84,692 (1,866 ) Net cash provided by (used in) investing activities (85,371 ) 35,392 (11,154 ) 84,692 23,559 Cash flows from financing activities: Net changes in revolving notes with maturities of 90 days or less 113,000 — — — 113,000 Repayments of notes payable — (1,761 ) — — (1,761 ) Debt issuance costs (4,493 ) — — — (4,493 ) Cash distribution to joint venture partner — — (17,654 ) (17,654 ) Intercompany advances 72,857 (85,925 ) 13,068 — — Repurchase of stock (20,203 ) — — — (20,203 ) Dividends (105 ) — — — (105 ) Excess tax benefit from restricted stock awards 2,827 — — — 2,827 Other — — (6 ) — (6 ) Net cash provided by (used in) financing activities 163,883 (87,686 ) (4,592 ) — 71,605 Effect of exchange rate changes 69 169 (7,208 ) — (6,970 ) Increase (decrease) in cash and cash equivalents (7,464 ) 2,409 29,758 — 24,703 Cash and cash equivalents Beginning of period 53,535 119 119,276 — 172,930 End of period $ 46,071 $ 2,528 $ 149,034 $ — $ 197,633 The Greenbrier Companies, Inc. Condensed Consolidating Balance Sheet August 31, 2015 (In thousands) Parent Combined Combined Eliminations Consolidated Assets Cash and cash equivalents $ 53,535 $ 119 $ 119,276 $ — $ 172,930 Restricted cash — 1,966 6,903 — 8,869 Accounts receivable, net 49,471 535,916 24,415 (413,773 ) 196,029 Inventories — 191,625 257,619 (3,709 ) 445,535 Leased railcars for syndication — 228,646 — (16,112 ) 212,534 Equipment on operating leases, net — 255,130 2,901 (2,640 ) 255,391 Property, plant and equipment, net 8,402 102,738 191,995 — 303,135 Investment in unconsolidated affiliates 1,209,698 169,659 21,369 (1,313,456 ) 87,270 Intangibles and other assets, net 15,895 46,387 14,235 (10,963 ) 65,554 Goodwill — 43,265 — — 43,265 $ 1,337,001 $ 1,575,451 $ 638,713 $ (1,760,653 ) $ 1,790,512 Liabilities and Equity Revolving notes $ 49,000 $ — $ 1,888 $ — $ 50,888 Accounts payable and accrued liabilities 421,249 282,662 208,538 (457,236 ) 455,213 Deferred income taxes — 72,326 — (11,669 ) 60,657 Deferred revenue — 33,792 — 44 33,836 Notes payable 133,914 191,422 1,093 — 326,429 Total equity Greenbrier 732,838 995,249 296,852 (1,292,101 ) 732,838 Noncontrolling interest — — 130,342 309 130,651 Total equity 732,838 995,249 427,194 (1,291,792 ) 863,489 $ 1,337,001 $ 1,575,451 $ 638,713 $ (1,760,653 ) $ 1,790,512 The Greenbrier Companies, Inc. Condensed Consolidating Statement of Income For the three months ended November 30, 2014 (In thousands, unaudited) Parent Combined Combined Eliminations Consolidated Revenue Manufacturing $ — $ 273,812 $ 365,746 $ (259,609 ) $ 379,949 Wheels & Parts — 88,465 — (1,841 ) 86,624 Leasing & Services (122 ) 28,466 — 141 28,485 (122 ) 390,743 365,746 (261,309 ) 495,058 Cost of revenue Manufacturing — 235,652 313,773 (233,388 ) 316,037 Wheels & Parts — 78,658 — (1,786 ) 76,872 Leasing & Services — 14,105 — (24 ) 14,081 — 328,415 313,773 (235,198 ) 406,990 Margin (122 ) 62,328 51,973 (26,111 ) 88,068 Selling and administrative 15,788 7,695 10,111 135 33,729 Net gain on disposition of equipment — (83 ) — — (83 ) Earnings (loss) from operations (15,910 ) 54,716 41,862 (26,246 ) 54,422 Other costs Interest and foreign exchange 2,985 1,606 (1,450 ) — 3,141 Earnings (loss) before income taxes and earnings (loss) from unconsolidated affiliates (18,895 ) 53,110 43,312 (26,246 ) 51,281 Income tax (expense) benefit (1,210 ) (19,993 ) (4,825 ) 9,974 (16,054 ) Earnings (loss) before earnings (loss) from unconsolidated affiliates (20,105 ) 33,117 38,487 (16,272 ) 35,227 Earnings (loss) from unconsolidated affiliates 52,891 5,383 47 (57,566 ) 755 Net earnings (loss) 32,786 38,500 38,534 (73,838 ) 35,982 Net (earnings) loss attributable to noncontrolling interest — — (16,148 ) 12,952 (3,196 ) Net earnings (loss) attributable to Greenbrier $ 32,786 $ 38,500 $ 22,386 $ (60,886 ) $ 32,786 The Greenbrier Companies, Inc. Consolidating Statement of Comprehensive Income (Loss) For the three months ended November 30, 2014 (In thousands) Parent Combined Combined Eliminations Consolidated Net earnings (loss) $ 32,786 $ 38,500 $ 38,534 $ (73,838 ) $ 35,982 Other comprehensive income (loss) Translation adjustment — — (3,450 ) — (3,450 ) Reclassification of derivative financial instruments recognized in net earnings (loss) — 283 6 — 289 Unrealized gain (loss) on derivative financial instruments — (831 ) 525 — (306 ) Other (net of tax effect) — — (2 ) — (2 ) — (548 ) (2,921 ) — (3,469 ) Comprehensive income (loss) 32,786 37,952 35,613 (73,838 ) 32,513 Comprehensive (income) loss attributable to noncontrolling interest — — (16,100 ) 12,952 (3,148 ) Comprehensive income (loss) attributable to Greenbrier $ 32,786 $ 37,952 $ 19,513 $ (60,886 ) $ 29,365 The Greenbrier Companies, Inc. Condensed Consolidating Statement of Cash Flows For the three months ended November 30, 2014 (In thousands, unaudited) (In thousands) Parent Combined Combined Eliminations Consolidated Cash flows from operating activities: Net earnings (loss) $ 32,786 $ 38,500 $ 38,534 $ (73,838 ) $ 35,982 Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities: Deferred income taxes 8,962 (8,264 ) (91 ) — 607 Depreciation and amortization 455 6,618 5,001 (24 ) 12,050 Net gain on disposition of equipment — (83 ) — — (83 ) Stock based compensation expense 3,411 — — — 3,411 Noncontrolling interest adjustments — — — 12,952 12,952 Other — — 152 — 152 Decrease (increase) in assets: Accounts receivable, net (108 ) 25,614 15,362 (33,062 ) 7,806 Inventories — (11,166 ) (56,454 ) (22 ) (67,642 ) Leased railcars for syndication — (67,286 ) — 12,554 (54,732 ) Other 3,259 977 475 (2,500 ) 2,211 Increase (decrease) in liabilities: Accounts payable and accrued liabilities 27,277 (38,790 ) 4,686 (6,205 ) (13,032 ) Deferred revenue — 6,118 370 — 6,488 Net cash provided by (used in) operating activities 76,042 (47,762 ) 8,035 (90,145 ) (53,830 ) Cash flows from investing activities: Proceeds from sales of assets — 2,073 — — 2,073 Capital expenditures (839 ) (11,845 ) (19,024 ) 394 (31,314 ) Increase in restricted cash — (30 ) — — (30 ) Investment in unconsolidated affiliates (87,576 ) (4,675 ) — 89,751 (2,500 ) Net cash provided by (used in) investing activities (88,415 ) (14,477 ) (19,024 ) 90,145 (31,771 ) Cash flows from financing activities: Net changes in revolving notes with maturities of 90 days or less 15,000 — — — 15,000 Proceeds from revolving notes with maturities longer than 90 days — — 23,056 — 23,056 Repayment of revolving notes with maturities longer than 90 days — — (4,610 ) — (4,610 ) Intercompany advances (55,267 ) 55,477 (210 ) — — Repayments of notes payable — (1,758 ) — — (1,758 ) Decrease in restricted cash — 11,000 — — 11,000 Cash distribution to joint venture partner — — (2,275 ) — (2,275 ) Excess tax benefit from restricted stock awards 2,970 — — — 2,970 Repurchase of stock (21,730 ) — — — (21,730 ) Net cash provided by (used in) financing activities (59,027 ) 64,719 15,961 — 21,653 Effect of exchange rate changes — (1,015 ) (995 ) — (2,010 ) Increase (decrease) in cash and cash equivalents (71,400 ) 1,465 3,977 — (65,958 ) Cash and cash equivalents Beginning of period 149,747 112 35,057 — 184,916 End of period $ 78,347 $ 1,577 $ 39,034 $ — $ 118,958 |