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 and Greenbrier Railcar Leasing, Inc. No other subsidiaries guarantee the Notes including Greenbrier Union Holdings I LLC, Greenbrier Leasing Limited, Greenbrier Europe B.V., Greenbrier Germany GmbH, WagonySwidnica S.A., Zaklad Naprawczy Taboru Kolejowego Olawa 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-Gimsa, LLC and Gunderson-Gimsa S.A. de C.V.

The following represents the supplemental consolidating condensed financial information of Greenbrier and its guarantor and non guarantor subsidiaries, as of May 31, 2012 and August 31, 2011, for the three and nine months ended May 31, 2012 and for the three and nine months ended May 31, 2011. 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, 2012

(In thousands)


	Parent			Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Cash and cash equivalents	$	31,516		$	105	$	13,294		$	—		$	44,915
Restricted cash		—			1,859		4,230			—			6,089
Accounts receivable, net		(2,116	)		156,593		18,041			(432	)		172,086
Inventories		—			139,888		206,586			(352	)		346,122
Leased railcars for syndication		—			68,782		—			(2,006	)		66,776
Equipment on operating leases, net		—			337,590		—			(2,718	)		334,872
Property, plant and equipment, net		4,151			104,225		64,353			—			172,729
Goodwill		—			137,066		—			—			137,066
Intangibles and other assets, net		664,529			94,635		3,871			(678,342	)		84,693

	$	698,080		$	1,040,743	$	310,375		$	(683,850	)	$	1,365,348

Liabilities and Equity
Revolving notes	$	10,000		$	—	$	61,430		$	—		$	71,430
Accounts payable and accrued liabilities		(28,977	)		197,594		155,357			3			323,977
Deferred income taxes		4,766			94,880		(9,578	)		(1,554	)		88,514
Deferred revenue		349			14,505		3,003			15			17,872
Notes payable		294,426			131,745		1,857			—			428,028
Total equity Greenbrier		418,161			602,019		80,295			(682,314	)		418,161
Noncontrolling interest		(645	)		—		18,011			—			17,366

Total equity		417,516			602,019		98,306			(682,314	)		435,527

	$	698,080		$	1,040,743	$	310,375		$	(683,850	)	$	1,365,348

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Operations

For the three months ended May 31, 2012

(In thousands)


	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenue
Manufacturing	$	—		$	240,773		$	288,085		$	(163,928	)	$	364,930
Wheels Services, Refurbishment & Parts		—			128,100			—			(2,955	)		125,145
Leasing & Services		77			17,785			—			(140	)		17,722

		77			386,658			288,085			(167,023	)		507,797
Cost of revenue
Manufacturing		—			218,964			270,494			(164,034	)		325,424
Wheel Services, Refurbishment & Parts		—			114,490			—			(2,880	)		111,610
Leasing & Services		—			8,845			—			(20	)		8,825

		—			342,299			270,494			(166,934	)		445,859
Margin		77			44,359			17,591			(89	)		61,938
Selling and administrative		11,287			8,373			9,124			—			28,784
Gain on disposition of equipment		—			(2,585	)		—			—			(2,585	)

Earnings (loss) from operations		(11,210	)		38,571			8,467			(89	)		35,739
Other costs
Interest and foreign exchange		4,671			968			1,238			(317	)		6,560

Earnings (loss) before income taxes and earnings (loss) from unconsolidated affiliates		(15,881	)		37,603			7,229			228			29,179
Income tax (expense) benefit		3,731			(13,604	)		1,350			(132	)		(8,655	)

Earnings (loss) before earnings (loss) from unconsolidated affiliates		(12,150	)		23,999			8,579			96			20,524
Earnings (loss) from unconsolidated affiliates		30,761			2,334			—			(32,894	)		201

Net earnings (loss)		18,611			26,333			8,579			(32,798	)		20,725
Net (earnings) loss attributable to noncontrolling interest		506			—			(1,755	)		(359	)		(1,608	)

Net earnings (loss) attributable to Greenbrier	$	19,117		$	26,333		$	6,824		$	(33,157	)	$	19,117

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Operations

For the nine months ended May 31, 2012

(In thousands)


	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenue
Manufacturing	$	—		$	646,114		$	757,432		$	(455,754	)	$	947,792
Wheels Services, Refurbishment & Parts		—			372,138			—			(9,350	)		362,788
Leasing & Services		824			53,282			—			(505	)		53,601

		824			1,071,534			757,432			(465,609	)		1,364,181
Cost of revenue
Manufacturing		—			580,775			721,048			(449,359	)		852,464
Wheel Services, Refurbishment & Parts		—			333,356			—			(9,301	)		324,055
Leasing & Services		—			27,838			—			(55	)		27,783

		—			941,969			721,048			(458,715	)		1,204,302
Margin		824			129,565			36,384			(6,894	)		159,879
Selling and administrative		32,612			21,867			22,519			—			76,998
Gain on disposition of equipment		—			(8,896	)		—			(1	)		(8,897	)

Earnings (loss) from operations		(31,788	)		116,594			13,865			(6,893	)		91,778
Other costs
Interest and foreign exchange		14,241			2,749			2,457			(873	)		18,574

Earnings (loss) before income taxes and earnings (loss) from unconsolidated affiliates		(46,029	)		113,845			11,408			(6,020	)		73,204
Income tax (expense) benefit		17,538			(43,326	)		3,016			974			(21,798	)

Earnings (loss) before earnings (loss) from unconsolidated affiliates		(28,491	)		70,519			14,424			(5,046	)		51,406
Earnings (loss) from unconsolidated affiliates		79,149			924			—			(80,172	)		(99	)

Net earnings (loss)		50,658			71,443			14,424			(85,218	)		51,307
Net (earnings) loss attributable to noncontrolling interest		645			—			(3,445	)		2,796			(4	)

Net earnings (loss) attributable to Greenbrier	$	51,303		$	71,443		$	10,979		$	(82,422	)	$	51,303

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Cash Flows

For the nine months ended May 31, 2012

(In thousands)


	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net earnings (loss)	$	50,658		$	71,443		$	14,424		$	(85,218	)	$	51,307
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:
Deferred income taxes		19,418			(9,262	)		(4,381	)		(974	)		4,801
Depreciation and amortization		2,001			22,657			6,000			(55	)		30,603
Gain on sales of leased equipment		—			(8,896	)		—			(1	)		(8,897	)
Accretion of debt discount		2,416			—			—			—			2,416
Stock based compensation expense		6,724			—			—			—			6,724
Other		—			783			7			2,796			3,586
Decrease (increase) in assets
Accounts receivable		12,317			7,793			(10,137	)		456			10,429
Inventories		—			1,744			(28,540	)		48			(26,748	)
Leased railcars for syndication		—			(45,566	)		—			2,005			(43,561	)
Other		986			(427	)		3,277			(5,255	)		(1,419	)
Increase (decrease) in liabilities
Accounts payable and accrued liabilities		(40,919	)		47,734			5,606			(20	)		12,401
Deferred revenue		(116	)		9,246			2,846			15			11,991

Net cash provided by (used in) operating activities		53,485			97,249			(10,898	)		(86,203	)		53,633

Cash flows from investing activities:
Proceeds from sales of equipment		—			33,253			—			—			33,253
Investment in and net advances to unconsolidated affiliates		(84,403	)		(954	)		(614	)		85,427			(544	)
Intercompany advances		3,053			—			—			(3,053	)		—
Change in restricted cash		—			254			(4,230	)		—			(3,976	)
Capital expenditures		(544	)		(53,420	)		(18,929	)		776			(72,117	)
Other		—			35			—			—			35

Net cash provided by (used in) investing activities		(81,894	)		(20,832	)		(23,773	)		83,150			(43,349	)

Cash flows from financing activities:
Net change in revolving notes with maturities of 90 days or less		(50,000	)		—			886			—			(49,114	)
Proceeds from revolving notes with maturities longer than 90 days		—			—			56,644			—			56,644
Repayments of revolving notes with maturities longer than 90 days		—			—			(23,573	)					(23,573	)
Intercompany advances		73,845			(73,995	)		(2,903	)		3,053			—
Proceeds from notes payable		—			—			2,500			—			2,500
Repayments of notes payable		—			(3,123	)		(2,905	)		—			(6,028	)
Investment by joint venture		—			—			410			—			410
Excess tax benefit		2,670			—			—			—			2,670

Net cash provided by (used in) financing activities		26,515			(77,118	)		31,059			3,053			(16,491	)

Effect of exchange rate changes		42			277			581			—			900
Decrease in cash and cash equivalents		(1,852	)		(424	)		(3,031	)		—			(5,307	)
Cash and cash equivalents
Beginning of period		33,368			529			16,325			—			50,222

End of period	$	31,516		$	105		$	13,294		$	—		$	44,915

The Greenbrier Companies, Inc.

Condensed Consolidating Balance Sheet

August 31, 2011

(In thousands)


	Parent			Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Cash and cash equivalents	$	33,368		$	529	$	16,325		$	—		$	50,222
Restricted cash		—			2,113		—			—			2,113
Accounts receivable, net		86,701			90,442		11,276			24			188,443
Inventories		—			141,631		182,185			(304	)		323,512
Leased railcars for syndication		—			30,690		—			—			30,690
Equipment on operating leases, net		—			323,139		—			(1,998	)		321,141
Property, plant and equipment, net		6,006			101,284		53,910			—			161,200
Goodwill		—			137,066		—			—			137,066
Intangibles and other assets, net		584,892			96,444		2,628			(596,696	)		87,268

	$	710,967		$	923,338	$	266,324		$	(598,974	)	$	1,301,655

Liabilities and Equity
Revolving notes	$	60,000		$	—	$	30,339		$	—		$	90,339
Accounts payable and accrued liabilities		11,571			148,788		156,153			24			316,536
Deferred income taxes		(14,652	)		104,142		(5,071	)		(580	)		83,839
Deferred revenue		465			5,242		193			—			5,900
Notes payable		292,010			134,868		2,262			—			429,140
Total equity Greenbrier		361,573			530,298		68,120			(598,418	)		361,573
Noncontrolling interest		—			—		14,328			—			14,328

Total equity		361,573			530,298		82,448			(598,418	)		375,901

	$	710,967		$	923,338	$	266,324		$	(598,974	)	$	1,301,655

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Operations

For the three months ended May 31, 2011

(In thousands, unaudited)


	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenue
Manufacturing	$	—		$	108,654		$	131,987		$	(67,154	)	$	173,487
Wheels Services, Refurbishment & Parts		—			128,165			—			(1,848	)		126,317
Leasing & Services		1,075			16,705			—			(304	)		17,476

		1,075			253,524			131,987			(69,306	)		317,280
Cost of revenue
Manufacturing		—			101,707			124,057			(67,090	)		158,674
Wheel Services, Refurbishment & Parts		—			113,067			—			(1,865	)		111,202
Leasing & Services		—			9,272			—			(18	)		9,254

		—			224,046			124,057			(68,973	)		279,130
Margin		1,075			29,478			7,930			(333	)		38,150
Selling and administrative		11,022			5,904			5,654			—			22,580
Gain on disposition of equipment		—			(1,678	)		—			—			(1,678	)

Earnings (loss) from operations		(9,947	)		25,252			2,276			(333	)		17,248
Other costs
Interest and foreign exchange		8,448			1,001			663			(305	)		9,807
Loss on extinguishment of debt		10,007			—			—			—			10,007

Earnings (loss) before income taxes and earnings (loss) from unconsolidated affiliates		(28,402	)		24,251			1,613			(28	)		(2,566	)
Income tax (expense) benefit		10,234			(9,561	)		(371	)		(1	)		301

Earnings (loss) before earnings (loss) from unconsolidated affiliates		(18,168	)		14,690			1,242			(29	)		(2,265	)
Earnings (loss) from unconsolidated affiliates		14,854			(504	)		—			(14,889	)		(539	)

Net earnings (loss)		(3,314	)		14,186			1,242			(14,918	)		(2,804	)
Net earnings attributable to noncontrolling interest		—			—			(541	)		31			(510	)

Net earnings (loss) attributable to Greenbrier	$	(3,314	)	$	14,186		$	701		$	(14,887	)	$	(3,314	)

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Operations

For the nine months ended May 31, 2011

(In thousands, unaudited)


	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenue
Manufacturing	$	977		$	219,877		$	333,590		$	(138,896	)	$	415,548
Wheels Services, Refurbishment & Parts		—			343,517			—			(9,917	)		333,600
Leasing & Services		1,772			50,518			—			(884	)		51,406

		2,749			613,912			333,590			(149,697	)		800,554
Cost of revenue
Manufacturing		—			215,989			308,812			(138,827	)		385,974
Wheel Services, Refurbishment & Parts		—			308,932			—			(9,906	)		299,026
Leasing & Services		—			27,153			—			(54	)		27,099

		—			552,074			308,812			(148,787	)		712,099
Margin		2,749			61,838			24,778			(910	)		88,455
Selling and administrative		27,004			16,475			14,733			—			58,212
Gain on disposition of equipment		—			(6,008	)		—			(140	)		(6,148	)

Earnings (loss) from operations		(24,255	)		51,371			10,045			(770	)		36,391
Other costs
Interest and foreign exchange		26,830			3,063			1,643			(890	)		30,646
Loss on extinguishment of debt		10,007			—			—			—			10,007

Earnings (loss) before income taxes and earnings (loss) from unconsolidated affiliates		(61,092	)		48,308			8,402			120			(4,262	)
Income tax (expense) benefit		22,782			(19,981	)		(1,985	)		(4	)		812

Earnings (loss) before earnings (loss) from unconsolidated affiliates		(38,310	)		28,327			6,417			116			(3,450	)
Earnings (loss) from unconsolidated affiliates		32,141			1,896			—			(35,737	)		(1,700	)

Net earnings (loss)		(6,169	)		30,223			6,417			(35,621	)		(5,150	)
Net earnings attributable to noncontrolling interest		—			—			(1,050	)		31			(1,019	)

Net earnings (loss) attributable to Greenbrier	$	(6,169	)	$	30,223		$	5,367		$	(35,590	)	$	(6,169	)

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Cash Flows

For the nine months ended May 31, 2011

(In thousands, unaudited)


	Parent			Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net earnings (loss)	$	(6,169	)	$	30,223		$	6,417		$	(35,621	)	$	(5,150	)
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:
Deferred income taxes		(14,267	)		7,418			1,569			4			(5,276	)
Depreciation and amortization		1,962			21,835			4,430			(53	)		28,174
Gain on sales of leased equipment		—			(2,760	)		—			(141	)		(2,901	)
Loss on extinguishment of debt (non-cash portion)		2,868			—			—			—			2,868
Accretion of debt discount		5,446			—			—			—			5,446
Stock based compensation		4,961			—			—			—			4,961
Other		—			60			—			31			91
Decrease (increase) in assets
Accounts receivable		16,230			(85,760	)		18,102			1			(51,427	)
Inventories		—			(11,976	)		(71,328	)		11			(83,293	)
Leased railcars for syndication		—			(49,512	)		1,018			29			(48,465	)
Other		2,947			2,778			108			1			5,834
Increase (decrease) in liabilities
Accounts payable and accrued liabilities		(9,775	)		47,056			39,992			—			77,273
Deferred revenue		(116	)		(4,261	)		(1,065	)		—			(5,442	)

Net cash provided by (used in) operating activities		4,087			(44,899	)		(757	)		(35,738	)		(77,307	)

Cash flows from investing activities:
Principal payments received under direct finance leases		—			52			—			—			52
Proceeds from sales of equipment		—			14,179			—			—			14,179
Investment in and net advances to unconsolidated affiliates		(32,141	)		(4,575	)		—			35,737			(979	)
Intercompany advances		(60	)		—			—			60			—
Increase in restricted cash		—			308			—			—			308
Capital expenditures		(1,694	)		(45,285	)		(12,711	)		1			(59,689	)

Net cash provided by (used in) investing activities		(33,895	)		(35,321	)		(12,711	)		35,798			(46,129	)

Cash flows from financing activities
Net change in revolving notes with maturities of 90 days or less		—			—			3,694			—			3,694
Proceeds from revolving notes with maturities longer than 90 days		—			—			13,373			—			13,373
Repayments of revolving notes with maturities longer than 90 days		—			—			(6,194	)		—			(6,194	)
Intercompany advances		(82,718	)		81,895			883			(60	)		—
Gross proceeds from equity offering		63,180			—			—			—			63,180
Expenses from equity offering		(420	)		—			—			—			(420	)
Proceeds from issuance of notes payable		230,000			—			1,250			—			231,250
Debt issuance costs		(7,857	)		—			—			—			(7,857	)
Repayments of notes payable		(235,000	)		(3,164	)		(405	)		—			(238,569	)
Other		26			—			—			—			26

Net cash provided by (used in ) financing activities		(32,789	)		78,731			12,601			(60	)		58,483

Effect of exchange rate changes		—			1,116			(725	)		—			391
Increase (decrease) in cash and cash equivalents		(62,597	)		(373	)		(1,592	)		—			(64,562	)
Cash and cash equivalents
Beginning of period		91,472			859			6,533			—			98,864

End of period	$	28,875		$	486		$	4,941		$	—		$	34,302