Guarantor/Non Guarantor (Tables)

3 Months Ended

Nov. 30, 2012

Condensed Consolidating Balance Sheet

The Greenbrier Companies, Inc.

Condensed Consolidating Balance Sheet

November 30, 2012

(In thousands, unaudited)

	Parent			Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Cash and cash equivalents	$	33,586		$	14	$	7,684		$	—		$	41,284
Restricted cash		—			1,990		5,332			—			7,322
Accounts receivable, net		(4	)		112,879		50,989			(479	)		163,385
Inventories		—			181,066		182,895			(319	)		363,642
Leased railcars for syndication		—			55,347		—			(1,050	)		54,297
Equipment on operating leases, net		—			364,954		—			(2,432	)		362,522
Property, plant and equipment, net		3,194			104,362		79,159			—			186,715
Goodwill		—			137,066		—			—			137,066
Intangibles and other assets, net		711,235			90,223		3,105			(725,063	)		79,500
	$	748,011		$	1,047,901	$	329,164		$	(729,343	)	$	1,395,733
Liabilities and Equity
Revolving notes	$	41,750		$	—	$	48,076		$	—		$	89,826
Accounts payable and accrued liabilities		(48,787	)		165,752		165,956			4			282,925
Deferred income taxes		11,579			94,937		(8,225	)		(1,793	)		96,498
Deferred revenue		271			27,476		521			15			28,283
Notes payable		296,118			129,925		1,654			—			427,697
Total equity Greenbrier		447,080			629,811		99,435			(729,246	)		447,080
Noncontrolling interest		—			—		21,747			1,677			23,424
Total equity		447,080			629,811		121,182			(727,569	)		470,504
	$	748,011		$	1,047,901	$	329,164		$	(729,343	)	$	1,395,733

The Greenbrier Companies, Inc.

Condensed Consolidating Balance Sheet

August 31, 2012

(In thousands)

	Parent			Combined Guarantor Subsidiaries		Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Cash and cash equivalents	$	34,323		$	294	$	18,954		$	—		$	53,571
Restricted cash		—			2,047		4,230			—			6,277
Accounts receivable, net		(21,666	)		122,917		45,467			(392	)		146,326
Inventories		—			138,236		178,810			(305	)		316,741
Leased railcars for syndication		—			100,590		—			(2,792	)		97,798
Equipment on operating leases, net		—			365,925		—			(2,957	)		362,968
Property, plant and equipment, net		3,721			106,219		72,489			—			182,429
Goodwill		—			137,066		—			—			137,066
Intangibles and other assets, net		688,261			91,278		3,620			(701,791	)		81,368
	$	704,639		$	1,064,572	$	323,570		$	(708,237	)	$	1,384,544
Liabilities and Equity
Revolving notes	$	—		$	—	$	60,755		$	—		$	60,755
Accounts payable and accrued liabilities		(31,814	)		205,477		155,844			1			329,508
Deferred income taxes		9,097			96,593		(7,684	)		(2,643	)		95,363
Deferred revenue		310			15,970		901			13			17,194
Notes payable		295,269			130,953		1,857			—			428,079
Total equity Greenbrier		431,777			615,579		90,761			(706,340	)		431,777
Noncontrolling interest		—			—		21,136			732			21,868
Total equity		431,777			615,579		111,897			(705,608	)		453,645
	$	704,639		$	1,064,572	$	323,570		$	(708,237	)	$	1,384,544

Condensed Consolidating Statement of Operations

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Operations

For the three months ended November 30, 2012

(In thousands, unaudited)

	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenue
Manufacturing	$	—		$	133,511		$	229,508		$	(77,651	)	$	285,368
Wheels Services, Refurbishment & Parts		—			116,224			—			(4,124	)		112,100
Leasing & Services		91			17,823			—			(8	)		17,906
		91			267,558			229,508			(81,783	)		415,374
Cost of revenue
Manufacturing		—			124,385			215,170			(81,063	)		258,492
Wheel Services, Refurbishment & Parts		—			105,659			—			(4,183	)		101,476
Leasing & Services		—			7,650			—			(23	)		7,627
		—			237,694			215,170			(85,269	)		367,595
Margin		91			29,864			14,338			3,486			47,779
Selling and administrative		9,786			8,131			8,183			—			26,100
Gain on disposition of equipment		—			(1,044	)		—			(364	)		(1,408	)
Earnings (loss) from operations		(9,695	)		22,777			6,155			3,850			23,087
Other costs
Interest and foreign exchange		3,616			902			1,498			(116	)		5,900
Earnings (loss) before income taxes and earnings (loss) from unconsolidated affiliates		(13,311	)		21,875			4,657			3,966			17,187
Income tax (expense) benefit		5,769			(8,081	)		(1,423	)		(851	)		(4,586	)
Earnings (loss) before earnings (loss) from unconsolidated affiliates		(7,542	)		13,794			3,234			3,115			12,601
Earnings (loss) from unconsolidated affiliates		17,969			36			9			(18,054	)		(40	)
Net earnings (loss)		10,427			13,830			3,243			(14,939	)		12,561
Net (earnings) loss attributable to noncontrolling interest		—			—			(535	)		(1,599	)		(2,134	)
Net earnings (loss) attributable to Greenbrier	$	10,427		$	13,830		$	2,708		$	(16,538	)	$	10,427

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Operations

For the three months ended November 30, 2011

(In thousands, unaudited)

	Parent			Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenue
Manufacturing	$	—		$	195,308		$	212,443		$	(145,095	)	$	262,656
Wheels Services, Refurbishment & Parts		—			121,758			—			(4,009	)		117,749
Leasing & Services		269			17,745			—			(220	)		17,794
		269			334,811			212,443			(149,324	)		398,199
Cost of revenue
Manufacturing		—			173,650			204,747			(142,209	)		236,188
Wheel Services, Refurbishment & Parts		—			110,050			—			(4,159	)		105,891
Leasing & Services		—			9,681			—			(18	)		9,663
		—			293,381			204,747			(146,386	)		351,742
Margin		269			41,430			7,696			(2,938	)		46,457
Selling and administrative		9,899			6,959			6,377			—			23,235
Gain on disposition of equipment		—			(3,657	)		—			(1	)		(3,658	)
Earnings (loss) from operations		(9,630	)		38,128			1,319			(2,937	)		26,880
Other costs
Interest and foreign exchange		4,912			728			10			(267	)		5,383
Earnings (loss) before income taxes and earnings (loss) from unconsolidated affiliates		(14,542	)		37,400			1,309			(2,670	)		21,497
Income tax (expense) benefit		6,626			(15,018	)		94			501			(7,797	)
Earnings (loss) before earnings (loss) from unconsolidated affiliates		(7,916	)		22,382			1,403			(2,169	)		13,700
Earnings (loss) from unconsolidated affiliates		22,433			(985	)		—			(21,820	)		(372	)
Net earnings (loss)		14,517			21,397			1,403			(23,989	)		13,328
Net (earnings) loss attributable to noncontrolling interest		—			—			(231	)		1,420			1,189
Net earnings (loss) attributable to Greenbrier	$	14,517		$	21,397		$	1,172		$	(22,569	)	$	14,517

Condensed Consolidating Statement of Cash Flows

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Cash Flows

For the three months ended November 30, 2012

(In thousands, unaudited)

	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net earnings (loss)	$	10,427		$	13,830		$	3,243		$	(14,939	)	$	12,561
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:
Deferred income taxes		2,481			(1,656	)		(736	)		851			940
Depreciation and amortization		576			7,922			2,448			(23	)		10,923
Gain on sales of leased equipment		—			(1,044	)		—			(364	)		(1,408	)
Accretion of debt discount		849			—			—			—			849
Stock based compensation		1,886			—			—			—			1,886
Other		—			98			1			(1,804	)		(1,705	)
Decrease (increase) in assets:
Accounts receivable		915			(18,193	)		1,676			87			(15,515	)
Inventories		—			(39,095	)		(2,384	)		14			(41,465	)
Leased railcars for syndication		—			45,243			—			(1,742	)		43,501
Other		212			(141	)		3,318			(2,444	)		945
Increase (decrease) in liabilities:
Accounts payable and accrued liabilities		(27,865	)		(24,450	)		4,277			2			(48,036	)
Deferred revenue		(39	)		11,506			(430	)		2			11,039
Net cash provided by (used in) operating activities		(10,558	)		(5,980	)		11,413			(20,360	)		(25,485	)
Cash flows from investing activities:
Proceeds from sales of equipment		—			10,086			—			—			10,086
Investment in and net advances to unconsolidated affiliates		(20,413	)		(85	)		(160	)		20,498			(160	)
Intercompany advances		4			—			—			(4	)		—
Decrease (increase) in restricted cash		—			57			(1,102	)		—			(1,045	)
Capital expenditures		(49	)		(16,676	)		(8,278	)		(138	)		(25,141	)
Net cash provided by (used in) investing activities		(20,458	)		(6,618	)		(9,540	)		20,356			(16,260	)
Cash flows from financing activities:
Net changes in revolving notes with maturities of 90 days or less		41,750			—			(13,815	)		—			27,935
Proceeds from revolving notes with maturities longer than 90 days		—			—			9,195			—			9,195
Repayment of revolving notes with maturities longer than 90 days		—			—			(8,941	)		—			(8,941	)
Intercompany advances		(11,688	)		12,944			(1,260	)		4			—
Repayments of notes payable		—			(1,028	)		(202	)		—			(1,230	)
Investment by joint venture partner		—			—			1,182			—			1,182
Excess tax benefit from restricted stock awards		217			—			—			—			217
Net cash provided by (used in) financing activities		30,279			11,916			(13,841	)		4			28,358
Effect of exchange rate changes		—			402			698			—			1,100
Decrease in cash and cash equivalents		(737	)		(280	)		(11,270	)		—			(12,287	)
Cash and cash equivalents
Beginning of period		34,323			294			18,954			—			53,571
End of period	$	33,586		$	14		$	7,684		$	—		$	41,284

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Cash Flows

For the three months ended November 30, 2011

	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net earnings (loss)	$	14,517		$	21,397		$	1,403		$	(23,989	)	$	13,328
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:
Deferred income taxes		4,416			(737	)		488			(502	)		3,665
Depreciation and amortization		699			7,404			1,803			(17	)		9,889
Gain on sales of leased equipment		—			(3,657	)		—			(1	)		(3,658	)
Accretion of debt discount		787			—			—			—			787
Stock based compensation expense		1,742			—			—			—			1,742
Other		—			603			1			1,420			2,024
Decrease (increase) in assets
Accounts receivable		13,596			(18,628	)		38,699			20			33,687
Inventories		—			14,918			(48,856	)		(150	)		(34,088	)
Leased railcars for syndication		—			(38,759	)		—			1,420			(37,339	)
Other		853			1,049			(1,046	)		—			856
Increase (decrease) in liabilities
Accounts payable and accrued liabilities		(24,758	)		27,610			(2,571	)		(21	)		260
Deferred revenue		(39	)		(145	)		39			—			(145	)
Net cash provided by (used in) operating activities		11,813			11,055			(10,040	)		(21,820	)		(8,992	)
Cash flows from investing activities:
Proceeds from sales of equipment		—			5,741			—			—			5,741
Investment in and net advances to unconsolidated affiliates		(22,433	)		683			—			21,820			70
Intercompany advances		(2,632	)		—			—			2,632			—
Increase in restricted cash		—			(38	)		—			—			(38	)
Capital expenditures		(311	)		(12,625	)		(2,071	)		—			(15,007	)
Other		—			10			—			—			10
Net cash provided by (used in) investing activities		(25,376	)		(6,229	)		(2,071	)		24,452			(9,224	)
Cash flows from financing activities:
Net change in revolving notes with maturities of 90 days or less		(8,000	)		—			(1,150	)		—			(9,150	)
Proceeds from revolving notes with maturities longer than 90 days		—			—			7,557			—			7,557
Repayments of revolving notes with maturities longer than 90 days		—			—			(5,606	)					(5,606	)
Intercompany advances		1,713			(4,006	)		4,925			(2,632	)		—
Proceeds from notes payable		—			—			2,500			—			2,500
Repayments of notes payable		—			(1,041	)		(202	)		—			(1,243	)
Other		—			—			—			—			—
Net cash provided by (used in) financing activities		(6,287	)		(5,047	)		8,024			(2,632	)		(5,942	)
Effect of exchange rate changes		—			(76	)		(5,133	)		—			(5,209	)
Decrease in cash and cash equivalents		(19,850	)		(297	)		(9,220	)		—			(29,367	)
Cash and cash equivalents
Beginning of period		33,368			529			16,325			—			50,222
End of period	$	13,518		$	232		$	7,105		$	—		$	20,855