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 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 February 29, 2016 and August 31, 2015, for the three and six months ended February 29, 2016 and for the three and six months ended February 28, 2015. 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 February 29, 2016 (In thousands, unaudited) Parent Combined Combined Eliminations Consolidated Assets Cash and cash equivalents $ 128,078 $ 1,073 $ 154,390 $ — $ 283,541 Restricted cash — 1,973 6,904 — 8,877 Accounts receivable, net 4,677 580,026 21,066 (377,697 ) 228,072 Inventories — 243,198 190,272 (12,227 ) 421,243 Leased railcars for syndication — 185,410 — (5,435 ) 179,975 Equipment on operating leases, net — 235,311 2,703 (2,843 ) 235,171 Property, plant and equipment, net 9,019 101,754 199,246 — 310,019 Goodwill — 43,265 — — 43,265 Investment in unconsolidated affiliates 1,313,934 183,369 19,857 (1,430,310 ) 86,850 Intangibles and other assets, net 20,878 46,181 16,346 (10,109 ) 73,296 $ 1,476,586 $ 1,621,560 $ 610,784 $ (1,838,621 ) $ 1,870,309 Liabilities and Equity Revolving notes $ 75,000 $ — $ — $ — $ 75,000 Accounts payable and accrued liabilities 419,016 232,014 177,737 (427,757 ) 401,010 Deferred income taxes 14,984 60,162 — (19,942 ) 55,204 Deferred revenue 32,732 47,113 — 4,517 84,362 Notes payable 133,914 187,750 875 — 322,539 Total equity—Greenbrier 800,940 1,094,521 301,227 (1,395,748 ) 800,940 Noncontrolling interest — — 130,945 309 131,254 Total equity 800,940 1,094,521 432,172 (1,395,439 ) 932,194 $ 1,476,586 $ 1,621,560 $ 610,784 $ (1,838,621 ) $ 1,870,309 The Greenbrier Companies, Inc. Condensed Consolidating Statement of Income For the three months ended February 29, 2016 (In thousands, unaudited) Parent Combined Combined Eliminations Consolidated Revenue Manufacturing $ (2,096 ) $ 255,398 $ 404,793 $ (203,564 ) $ 454,531 Wheels & Parts — 91,371 — (913 ) 90,458 Leasing & Services (784 ) 124,833 1 40 124,090 (2,880 ) 471,602 404,794 (204,437 ) 669,079 Cost of revenue Manufacturing — 231,052 329,639 (198,864 ) 361,827 Wheels & Parts — 82,152 — (764 ) 81,388 Leasing & Services — 106,000 — (27 ) 105,973 — 419,204 329,639 (199,655 ) 549,188 Margin (2,880 ) 52,398 75,155 (4,782 ) 119,891 Selling and administrative 17,477 10,759 9,799 209 38,244 Net gain on disposition of equipment — (10,486 ) 1 (261 ) (10,746 ) Earnings (loss) from operations (20,357 ) 52,125 65,355 (4,730 ) 92,393 Other costs Interest and foreign exchange 3,106 1,899 (3,302 ) (286 ) 1,417 Earnings (loss) before income taxes and earnings (loss) from unconsolidated affiliates (23,463 ) 50,226 68,657 (4,444 ) 90,976 Income tax (expense) benefit 1,220 (17,830 ) (10,344 ) 1,220 (25,734 ) Earnings (loss) before earnings (loss) from unconsolidated affiliates (22,243 ) 32,396 58,313 (3,224 ) 65,242 Earnings (loss) from unconsolidated affiliates 67,111 12,132 (2 ) (78,267 ) 974 Net earnings (loss) 44,868 44,528 58,311 (81,491 ) 66,216 Net (earnings) loss attributable to noncontrolling interest — — (23,901 ) 2,553 (21,348 ) Net earnings (loss) attributable to Greenbrier $ 44,868 $ 44,528 $ 34,410 $ (78,938 ) $ 44,868 The Greenbrier Companies, Inc. Condensed Consolidating Statement of Income For the six months ended February 29, 2016 (In thousands, unaudited) Parent Combined Combined Eliminations Consolidated Revenue Manufacturing $ 3,047 $ 627,243 $ 916,785 $ (393,883 ) $ 1,153,192 Wheels & Parts — 170,452 — (1,265 ) 169,187 Leasing & Services 60 149,015 1 13 149,089 3,107 946,710 916,786 (395,135 ) 1,471,468 Cost of revenue Manufacturing — 528,590 755,105 (388,835 ) 894,860 Wheels & Parts — 155,494 — (1,104 ) 154,390 Leasing & Services — 117,613 — (51 ) 117,562 — 801,697 755,105 (389,990 ) 1,166,812 Margin 3,107 145,013 161,681 (5,145 ) 304,656 Selling and administrative 33,892 19,845 20,722 334 74,793 Net gain on disposition of equipment — (10,642 ) 2 (375 ) (11,015 ) Earnings (loss) from operations (30,785 ) 135,810 140,957 (5,104 ) 240,878 Other costs Interest and foreign exchange 6,340 3,272 (2,473 ) (286 ) 6,853 Earnings (loss) before income taxes and earnings (loss) from unconsolidated affiliates (37,125 ) 132,538 143,430 (4,818 ) 234,025 Income tax (expense) benefit (3,523 ) (45,150 ) (22,927 ) 1,147 (70,453 ) Earnings (loss) before earnings (loss) from unconsolidated affiliates (40,648 ) 87,388 120,503 (3,671 ) 163,572 Earnings (loss) from unconsolidated affiliates 154,949 14,106 (364 ) (167,334 ) 1,357 Net earnings (loss) 114,301 101,494 120,139 (171,005 ) 164,929 Net (earnings) loss attributable to noncontrolling interest — — (53,443 ) 2,815 (50,628 ) Net earnings (loss) attributable to Greenbrier $ 114,301 $ 101,494 $ 66,696 $ (168,190 ) $ 114,301 The Greenbrier Companies, Inc. Condensed Consolidating Statement of Comprehensive Income (Loss) For the three months ended February 29, 2016 (In thousands, unaudited) Parent Combined Combined Eliminations Consolidated Net earnings (loss) $ 44,868 $ 44,528 $ 58,311 $ (81,491 ) $ 66,216 Other comprehensive income (loss) Translation adjustment 1,527 — (1,165 ) (1,527 ) (1,165 ) Reclassification of derivative financial instruments recognized in net earnings (loss) — 240 319 — 559 Unrealized loss on derivative financial instruments (96 ) (1,046 ) (336 ) — (1,478 ) Other (net of tax effect) — — (6 ) — (6 ) 1,431 (806 ) (1,188 ) (1,527 ) (2,090 ) Comprehensive income (loss) 46,299 43,722 57,123 (83,018 ) 64,126 Comprehensive (income) loss attributable to noncontrolling interest — — (23,912 ) 2,553 (21,359 ) Comprehensive income (loss) attributable to Greenbrier $ 46,299 $ 43,722 $ 33,211 $ (80,465 ) $ 42,767 The Greenbrier Companies, Inc. Condensed Consolidating Statement of Comprehensive Income (Loss) For the six months ended February 29, 2016 (In thousands, unaudited) Parent Combined Combined Eliminations Consolidated Net earnings (loss) $ 114,301 $ 101,494 $ 120,139 $ (171,005 ) $ 164,929 Other comprehensive income (loss) Translation adjustment 1,527 — (5,132 ) (1,527 ) (5,132 ) Reclassification of derivative financial instruments recognized in net earnings (loss) — 516 535 — 1,051 Unrealized loss on derivative financial instruments (28 ) (1,412 ) (6,090 ) — (7,530 ) Other (net of tax effect) — — (6 ) — (6 ) 1,499 (896 ) (10,693 ) (1,527 ) (11,617 ) Comprehensive income (loss) 115,800 100,598 109,446 (172,532 ) 153,312 Comprehensive (income) loss attributable to noncontrolling interest — — (53,381 ) 2,815 (50,566 ) Comprehensive income (loss) attributable to Greenbrier $ 115,800 $ 100,598 $ 56,065 $ (169,717 ) $ 102,746 The Greenbrier Companies, Inc. Condensed Consolidating Statement of Cash Flows For the six months ended February 29, 2016 (In thousands, unaudited) Parent Combined Combined Eliminations Consolidated Cash flows from operating activities: Net earnings (loss) $ 114,301 $ 101,494 $ 120,139 $ (171,005 ) $ 164,929 Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities: Deferred income taxes 15,569 (12,164 ) 435 (9,127 ) (5,287 ) Depreciation and amortization 1,344 15,713 10,836 (51 ) 27,842 Net (gain) loss on disposition of equipment — (10,642 ) 2 (375 ) (11,015 ) Stock based compensation expense 10,740 — — — 10,740 Noncontrolling interest adjustments — — — 2,815 2,815 Other — (54 ) 544 1 491 Decrease (increase) in assets: Accounts receivable, net 44,794 (15,521 ) 842 (60,471 ) (30,356 ) Inventories — (52,405 ) 65,809 8,518 21,922 Leased railcars for syndication — (9,817 ) — (5,574 ) (15,391 ) Other (1,419 ) (1,199 ) (54,642 ) 53,543 (3,717 ) Increase (decrease) in liabilities: Accounts payable and accrued liabilities (29,978 ) (50,920 ) (27,894 ) 53,344 (55,448 ) Deferred revenue 32,732 9,058 — — 41,790 Net cash provided by (used in) operating activities 188,083 (26,457 ) 116,071 (128,382 ) 149,315 Cash flows from investing activities: Proceeds from sales of assets — 80,541 — — 80,541 Capital expenditures (1,961 ) (6,423 ) (19,590 ) — (27,974 ) Investment in and net advances to unconsolidated affiliates (122,431 ) (12,618 ) — 129,909 (5,140 ) Increase in restricted cash — (7 ) (1 ) — (8 ) Other 2,640 — — — 2,640 Net cash provided by (used in) investing activities (121,752 ) 61,493 (19,591 ) 129,909 50,059 Cash flows from financing activities: Net changes in revolving notes with maturities of 90 days or less 26,000 — — — 26,000 Proceeds from revolving notes with maturities longer than 90 days — — — — — Repayment of revolving notes with maturities longer than 90 days — — (1,888 ) — (1,888 ) Repayments of notes payable — (3,511 ) (219 ) — (3,730 ) Debt issuance costs (4,149 ) — — — (4,149 ) Intercompany advances 26,896 (28,589 ) 1,693 — — Repurchase of stock (33,246 ) — — — (33,246 ) Dividends (11,575 ) — — — (11,575 ) Cash distribution to joint venture — — (53,543 ) — (53,543 ) Excess tax benefit from restricted stock awards 2,786 — — — 2,786 Other — — (6 ) — (6 ) Net cash provided by (used in) financing activities 6,712 (32,100 ) (53,963 ) — (79,351 ) Effect of exchange rate changes 1,500 (1,982 ) (7,403 ) (1,527 ) (9,412 ) Increase in cash and cash equivalents 74,543 954 35,114 — 110,611 Cash and cash equivalents Beginning of period 53,535 119 119,276 — 172,930 End of period $ 128,078 $ 1,073 $ 154,390 $ — $ 283,541 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 February 28, 2015 (In thousands, unaudited) Parent Combined Combined Eliminations Consolidated Revenue Manufacturing $ — $ 322,665 $ 427,555 $ (244,979 ) $ 505,241 Wheels & Parts — 103,706 — (1,066 ) 102,640 Leasing & Services 295 21,836 1 136 22,268 295 448,207 427,556 (245,909 ) 630,149 Cost of revenue Manufacturing — 269,619 359,452 (225,844 ) 403,227 Wheels & Parts — 93,966 — (1,198 ) 92,768 Leasing & Services — 8,868 — (24 ) 8,844 — 372,453 359,452 (227,066 ) 504,839 Margin 295 75,754 68,104 (18,843 ) 125,310 Selling and administrative 14,477 8,522 10,146 (246 ) 32,899 Net gain on disposition of equipment — (120 ) — (1 ) (121 ) Earnings (loss) from operations (14,182 ) 67,352 57,958 (18,596 ) 92,532 Other costs Interest and foreign exchange 3,120 1,743 (2,934 ) — 1,929 Earnings (loss) before income taxes and earnings (loss) from unconsolidated affiliates (17,302 ) 65,609 60,892 (18,596 ) 90,603 Income tax (expense) benefit (7,481 ) (16,420 ) (9,846 ) 4,375 (29,372 ) Earnings (loss) before earnings (loss) from unconsolidated affiliates (24,783 ) 49,189 51,046 (14,221 ) 61,231 Earnings (loss) from unconsolidated affiliates 75,134 10,852 48 (86,219 ) (185 ) Net earnings (loss) 50,351 60,041 51,094 (100,440 ) 61,046 Net (earnings) loss attributable to noncontrolling interest — — (19,429 ) 8,734 (10,695 ) Net earnings (loss) attributable to Greenbrier $ 50,351 $ 60,041 $ 31,665 $ (91,706 ) $ 50,351 The Greenbrier Companies, Inc. Condensed Consolidating Statement of Income For the six months ended February 28, 2015 (In thousands, unaudited) Parent Combined Combined Eliminations Consolidated Revenue Manufacturing $ — $ 596,477 $ 793,301 $ (504,588 ) $ 885,190 Wheels & Parts — 192,171 — (2,907 ) 189,264 Leasing & Services 173 50,302 1 277 50,753 173 838,950 793,302 (507,218 ) 1,125,207 Cost of revenue Manufacturing — 505,271 673,225 (459,232 ) 719,264 Wheels & Parts — 172,624 — (2,984 ) 169,640 Leasing & Services — 22,973 — (48 ) 22,925 — 700,868 673,225 (462,264 ) 911,829 Margin 173 138,082 120,077 (44,954 ) 213,378 Selling and administrative 30,265 16,217 20,257 (111 ) 66,628 Net gain on disposition of equipment — (203 ) — (1 ) (204 ) Earnings (loss) from operations (30,092 ) 122,068 99,820 (44,842 ) 146,954 Other costs Interest and foreign exchange 6,105 3,349 (4,384 ) — 5,070 Earnings (loss) before income taxes and earnings (loss) from unconsolidated affiliates (36,197 ) 118,719 104,204 (44,842 ) 141,884 Income tax (expense) benefit (8,691 ) (36,413 ) (14,671 ) 14,349 (45,426 ) Earnings (loss) before earnings (loss) from unconsolidated affiliates (44,888 ) 82,306 89,533 (30,493 ) 96,458 Earnings (loss) from unconsolidated affiliates 128,025 16,235 95 (143,785 ) 570 Net earnings (loss) 83,137 98,541 89,628 (174,278 ) 97,028 Net (earnings) loss attributable to noncontrolling interest — — (35,577 ) 21,686 (13,891 ) Net earnings (loss) attributable to Greenbrier $ 83,137 $ 98,541 $ 54,051 $ (152,592 ) $ 83,137 The Greenbrier Companies, Inc. Condensed Consolidating Statement of Comprehensive Income (Loss) For the three months ended February 28, 2015 (In thousands, unaudited) Parent Combined Combined Eliminations Consolidated Net earnings (loss) $ 50,351 $ 60,041 $ 51,094 $ (100,440 ) $ 61,046 Other comprehensive income (loss) Translation adjustment — (71 ) (6,170 ) — (6,241 ) Reclassification of derivative financial instruments recognized in net earnings (loss) — 103 279 — 382 Unrealized gain on derivative financial instruments — (366 ) 558 — 192 Other (net of tax effect) — — 8 — 8 — (334 ) (5,325 ) — (5,659 ) Comprehensive income (loss) 50,351 59,707 45,769 (100,440 ) 55,387 Comprehensive (income) loss attributable to noncontrolling interest — — (19,342 ) 8,734 (10,608 ) Comprehensive income (loss) attributable to Greenbrier $ 50,351 $ 59,707 $ 26,427 $ (91,706 ) $ 44,779 The Greenbrier Companies, Inc. Condensed Consolidating Statement of Comprehensive Income (Loss) For the six months ended February 28, 2015 (In thousands, unaudited) Parent Combined Combined Eliminations Consolidated Net earnings (loss) $ 83,137 $ 98,541 $ 89,628 $ (174,278 ) $ 97,028 Other comprehensive income (loss) Translation adjustment — (119 ) (9,572 ) — (9,691 ) Reclassification of derivative financial instruments recognized in net earnings (loss) — 562 109 — 671 Unrealized gain on derivative financial instruments — (1,197 ) 1,083 — (114 ) Other (net of tax effect) — — 6 — 6 — (754 ) (8,374 ) — (9,128 ) Comprehensive income (loss) 83,137 97,787 81,254 (174,278 ) 87,900 Comprehensive (income) loss attributable to noncontrolling interest — — (35,442 ) 21,686 (13,756 ) Comprehensive income (loss) attributable to Greenbrier $ 83,137 $ 97,787 $ 45,812 $ (152,592 ) $ 74,144 The Greenbrier Companies, Inc. Condensed Consolidating Statement of Cash Flows For the six months ended February 28, 2015 (In thousands, unaudited) Parent Combined Combined Eliminations Consolidated Cash flows from operating activities: Net earnings (loss) $ 83,137 $ 98,541 $ 89,628 $ (174,278 ) $ 97,028 Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities: Deferred income taxes 2,846 (8,417 ) 2,326 — (3,245 ) Depreciation and amortization 955 13,179 8,312 (48 ) 22,398 Net gain on disposition of equipment — (203 ) — (1 ) (204 ) Stock based compensation expense 7,193 — — — 7,193 Noncontrolling interest adjustments — — — 21,824 21,824 Other 43 6 501 (1 ) 549 Decrease (increase) in assets: Accounts receivable, net (19 ) 19,260 7,687 (33,184 ) (6,256 ) Inventories — (16,186 ) (100,168 ) (78 ) (116,432 ) Leased railcars for syndication — (96,990 ) — 21,426 (75,564 ) Other 1,542 1,726 (6,347 ) 2,724 (355 ) Increase (decrease) in liabilities: Accounts payable and accrued liabilities 25,397 (16,725 ) 41,013 (12,164 ) 37,521 Deferred revenue — 8,171 (421 ) — 7,750 Net cash provided by (used in) operating activities 121,094 2,362 42,531 (173,780 ) (7,793 ) Cash flows from investing activities: Proceeds from sales of assets — 3,019 — — 3,019 Capital expenditures (4,618 ) (14,709 ) (34,927 ) 398 (53,856 ) Investment in and net advances to unconsolidated affiliates (163,337 ) (15,760 ) — 173,382 (5,715 ) Decrease (increase) in restricted cash — 419 (1 ) — 418 Other 467 — — — 467 Net cash provided by (used in) investing activities (167,488 ) (27,031 ) (34,928 ) 173,780 (55,667 ) Cash flows from financing activities: Net changes in revolving notes with maturities of 90 days or less 53,000 — — — 53,000 Proceeds from revolving notes with maturities longer than 90 days — — 42,563 — 42,563 Repayment of revolving notes with maturities longer than 90 days — — (18,081 ) — (18,081 ) Repayments of notes payable (5 ) (3,516 ) (219 ) — (3,740 ) Intercompany advances (20,716 ) 21,269 (553 ) — — Decrease in restricted cash — 11,000 — — 11,000 Repurchase of stock (46,946 ) — — — (46,946 ) Dividends (8,016 ) — — — (8,016 ) Cash distribution to joint venture partner — — (4,422 ) — (4,422 ) Excess tax benefit from restricted stock awards 3,858 — — — 3,858 Net cash provided by (used in) financing activities (18,825 ) 28,753 19,288 — 29,216 Effect of exchange rate changes — (1,867 ) (3,293 ) — (5,160 ) Increase (decrease) in cash and cash equivalents (65,219 ) 2,217 23,598 — (39,404 ) Cash and cash equivalents Beginning of period 149,747 112 35,057 — 184,916 End of period $ 84,528 $ 2,329 $ 58,655 $ — $ 145,512 |