Guarantor/Non-Guarantor | Note 16 – 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., GBSummit, LLC 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, 2016 and August 31, 2015 and for the three and nine months ended May 31, 2016 and 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 May 31, 2016 ( In thousands, unaudited Parent Combined Combined Eliminations Consolidated Assets Cash and cash equivalents $ 55,717 $ 1,263 $ 157,460 $ — $ 214,440 Restricted cash — 1,765 6,904 — 8,669 Accounts receivable, net 3,736 585,797 49,529 (425,552 ) 213,510 Inventories — 272,481 198,455 (12,868 ) 458,068 Leased railcars for syndication — 139,827 — (3,015 ) 136,812 Equipment on operating leases, net — 232,900 2,709 (2,818 ) 232,791 Property, plant and equipment, net 9,139 104,302 204,569 — 318,010 Investment in unconsolidated affiliates 1,367,146 198,977 21,056 (1,497,882 ) 89,297 Intangibles and other assets, net 21,185 44,083 14,036 (8,282 ) 71,022 Goodwill — 43,265 — — 43,265 $ 1,456,923 $ 1,624,660 $ 654,718 $ (1,950,417 ) $ 1,785,884 Liabilities and Equity Revolving notes $ — $ — $ — $ — $ — Accounts payable and accrued liabilities 449,757 223,954 170,823 (473,882 ) 370,652 Deferred income taxes 14,415 54,090 — (18,115 ) 50,390 Deferred revenue 32,732 30,870 281 4,275 68,158 Notes payable 119,933 186,000 875 — 306,808 Total equity - Greenbrier 840,086 1,129,746 332,880 (1,462,626 ) 840,086 Noncontrolling interest — — 149,859 (69 ) 149,790 Total equity 840,086 1,129,746 482,739 (1,462,695 ) 989,876 $ 1,456,923 $ 1,624,660 $ 654,718 $ (1,950,417 ) $ 1,785,884 The Greenbrier Companies, Inc. Condensed Consolidating Statement of Income For the three months ended May 31, 2016 (In thousands, unaudited) Parent Combined Combined Eliminations Consolidated Revenue Manufacturing $ (1,055 ) $ 235,613 $ 419,441 $ (195,505 ) $ 458,494 Wheels & Parts — 82,292 — (3,875 ) 78,417 Leasing & Services 1,294 74,668 — (7 ) 75,955 239 392,573 419,441 (199,387 ) 612,866 Cost of revenue Manufacturing — 216,829 334,498 (198,552 ) 352,775 Wheels & Parts — 73,475 — (3,657 ) 69,818 Leasing & Services — 63,201 — (26 ) 63,175 — 353,505 334,498 (202,235 ) 485,768 Margin 239 39,068 84,943 2,848 127,098 Selling and administrative expense 22,933 10,672 9,494 181 43,280 Net (gain) loss on disposition of equipment — (308 ) 254 (257 ) (311 ) Earnings (loss) from operations (22,694 ) 28,704 75,195 2,924 84,129 Other costs Interest and foreign exchange 2,069 1,910 (83 ) (184 ) 3,712 Earnings (loss) before income taxes and earnings (loss) from unconsolidated affiliates (24,763 ) 26,794 75,278 3,108 80,417 Income tax (expense) benefit 1,460 (7,556 ) (15,244 ) (1,109 ) (22,449 ) Earnings (loss) before earnings (loss) from unconsolidated affiliates (23,303 ) 19,238 60,034 1,999 57,968 Earnings (loss) from unconsolidated affiliates 58,655 15,452 348 (72,891 ) 1,564 Net earnings (loss) 35,352 34,690 60,382 (70,892 ) 59,532 Net (earnings) loss attributable to noncontrolling interest — — (22,579 ) (1,601 ) (24,180 ) Net earnings (loss) attributable to Greenbrier $ 35,352 $ 34,690 $ 37,803 $ (72,493 ) $ 35,352 The Greenbrier Companies, Inc. Condensed Consolidating Statement of Income For the nine months ended May 31, 2016 (In thousands, unaudited) Parent Combined Combined Eliminations Consolidated Revenue Manufacturing $ 1,992 $ 862,856 $ 1,336,226 $ (589,388 ) $ 1,611,686 Wheels & Parts — 252,744 — (5,140 ) 247,604 Leasing & Services 1,354 223,683 1 6 225,044 3,346 1,339,283 1,336,227 (594,522 ) 2,084,334 Cost of revenue Manufacturing — 745,419 1,089,603 (587,387 ) 1,247,635 Wheels & Parts — 228,969 — (4,761 ) 224,208 Leasing & Services — 180,814 — (77 ) 180,737 — 1,155,202 1,089,603 (592,225 ) 1,652,580 Margin 3,346 184,081 246,624 (2,297 ) 431,754 Selling and administrative expense 56,825 30,517 30,216 515 118,073 Net (gain) loss on disposition of equipment — (10,950 ) 256 (632 ) (11,326 ) Earnings (loss) from operations (53,479 ) 164,514 216,152 (2,180 ) 325,007 Other costs Interest and foreign exchange 8,409 5,182 (2,556 ) (470 ) 10,565 Earnings (loss) before income taxes and earnings (loss) from unconsolidated affiliates (61,888 ) 159,332 218,708 (1,710 ) 314,442 Income tax (expense) benefit (2,063 ) (52,706 ) (38,171 ) 38 (92,902 ) Earnings (loss) before earnings (loss) from unconsolidated affiliates (63,951 ) 106,626 180,537 (1,672 ) 221,540 Earnings (loss) from unconsolidated affiliates 213,604 29,558 (16 ) (240,225 ) 2,921 Net earnings (loss) 149,653 136,184 180,521 (241,897 ) 224,461 Net (earnings) loss attributable to noncontrolling interest — — (76,023 ) 1,215 (74,808 ) Net earnings (loss) attributable to Greenbrier $ 149,653 $ 136,184 $ 104,498 $ (240,682 ) $ 149,653 The Greenbrier Companies, Inc. Condensed Consolidating Statement of Comprehensive Income (Loss) For the three months ended May 31, 2016 (In thousands, unaudited) (In thousands) Parent Combined Combined Eliminations Consolidated Net earnings (loss) $ 35,352 $ 34,690 $ 60,382 $ (70,892 ) $ 59,532 Other comprehensive income (loss) Translation adjustment — — 1,477 — 1,477 Reclassification of derivative financial instruments recognized in net earnings (loss) — 230 429 — 659 Unrealized gain on derivative financial instruments 5 3 1,105 — 1,113 Other (net of tax effect) — — 7 — 7 5 233 3,018 — 3,256 Comprehensive income (loss) 35,357 34,923 63,400 (70,892 ) 62,788 Comprehensive (income) loss attributable to noncontrolling interest — — (22,594 ) (1,601 ) (24,195 ) Comprehensive income (loss) attributable to Greenbrier $ 35,357 $ 34,923 $ 40,806 $ (72,493 ) $ 38,593 The Greenbrier Companies, Inc. Condensed Consolidating Statement of Comprehensive Income (Loss) For the nine months ended May 31, 2016 (In thousands, unaudited) (In thousands) Parent Combined Combined Eliminations Consolidated Net earnings (loss) $ 149,653 $ 136,184 $ 180,521 $ (241,897 ) $ 224,461 Other comprehensive income (loss) Translation adjustment 1,527 — (3,655 ) (1,527 ) (3,655 ) Reclassification of derivative financial instruments recognized in net earnings (loss) — 746 964 — 1,710 Unrealized loss on derivative financial instruments (23 ) (1,409 ) (4,985 ) — (6,417 ) Other (net of tax effect) — — 1 — 1 1,504 (663 ) (7,675 ) (1,527 ) (8,361 ) Comprehensive income (loss) 151,157 135,521 172,846 (243,424 ) 216,100 Comprehensive (income) loss attributable to noncontrolling interest — — (75,976 ) 1,215 (74,761 ) Comprehensive income (loss) attributable to Greenbrier $ 151,157 $ 135,521 $ 96,870 $ (242,209 ) $ 141,339 The Greenbrier Companies, Inc. Condensed Consolidating Statement of Cash Flows For the nine months ended May 31, 2016 (In thousands, unaudited) (In thousands) Parent Combined Combined Eliminations Consolidated Cash flows from operating activities: Net earnings (loss) $ 149,653 $ 136,184 $ 180,521 $ (241,897 ) $ 224,461 Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities: Deferred income taxes 15,000 (18,235 ) 2,219 (9,127 ) (10,143 ) Depreciation and amortization 2,059 23,314 16,385 (77 ) 41,681 Net gain on disposition of equipment — (10,950 ) 256 (632 ) (11,326 ) Stock based compensation expense 19,055 — — — 19,055 Noncontrolling interest adjustment — — — 837 837 Other — (32 ) 596 — 564 Decrease (increase) in assets: Accounts receivable, net 45,735 27,389 (27,697 ) (59,760 ) (14,333 ) Inventories — (82,518 ) 58,013 9,159 (15,346 ) Leased railcars for syndication — 36,802 — (7,979 ) 28,823 Other (1,715 ) (1,666 ) (64,522 ) 62,712 (5,191 ) Increase (decrease) in liabilities: Accounts payable and accrued liabilities (48,102 ) (59,664 ) (34,987 ) 54,046 (88,707 ) Deferred revenue 32,732 (8,710 ) 281 — 24,303 Net cash provided by (used in) operating activities 214,417 41,914 131,065 (192,718 ) 194,678 Cash flows from investing activities: Proceeds from sales of assets — 88,697 10 — 88,707 Capital expenditures (2,796 ) (18,480 ) (30,431 ) — (51,707 ) Decrease (increase) in restricted cash — 201 (1 ) — 200 Investment in and net advances to unconsolidated affiliates (176,356 ) (26,977 ) — 194,245 (9,088 ) Cash distribution from unconsolidated affiliates 5,338 — — — 5,338 Net cash provided by (used in) investing activities (173,814 ) 43,441 (30,422 ) 194,245 33,450 Cash flows from financing activities: Net changes in revolving notes with maturities of 90 days or less (49,000 ) — — — (49,000 ) 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 (13,981 ) (5,261 ) (219 ) — (19,461 ) Debt issuance costs (4,160 ) — — — (4,160 ) Intercompany advances 75,289 (77,270 ) 1,981 — — Repurchase of stock (33,498 ) — — — (33,498 ) Dividends (17,362 ) — — — (17,362 ) Cash contribution to joint venture partner — — (62,710 ) — (62,710 ) Investment by joint venture partner — — 5,400 — 5,400 Excess tax benefit from restricted stock awards 2,786 — — — 2,786 Other — — (7 ) — (7 ) Net cash provided by (used in) financing activities (39,926 ) (82,531 ) (57,443 ) — (179,900 ) Effect of exchange rate changes 1,505 (1,680 ) (5,016 ) (1,527 ) (6,718 ) Increase (decrease) in cash and cash equivalents 2,182 1,144 38,184 — 41,510 Cash and cash equivalents Beginning of period 53,535 119 119,276 — 172,930 End of period $ 55,717 $ 1,263 $ 157,460 $ — $ 214,440 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 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 ) Cash distribution from unconsolidated affiliates 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 |