Guarantor/Non Guarantor (Tables)

9 Months Ended

May 31, 2013

The Greenbrier Companies, Inc.

Condensed Consolidating Balance Sheet

May 31, 2013

(In thousands, unaudited)


	Parent			Combined Guarantor Subsidiaries		Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Cash and cash equivalents	$	19,768		$	56	$	11,782		$	—		$	31,606
Restricted cash		—			2,006		6,900			—			8,906
Accounts receivable, net		(37,239	)		181,223		18,370			(2	)		162,352
Inventories		—			165,182		179,163			(177	)		344,168
Leased railcars for syndication		—			71,619		—			(528	)		71,091
Equipment on operating leases, net		—			332,305		3,197			(2,578	)		332,924
Property, plant and equipment, net		2,441			103,278		92,060			—			197,779
Goodwill		—			57,416		—			—			57,416
Intangibles and other assets, net		686,864			111,175		4,914			(723,589	)		79,364

	$	671,834		$	1,024,260	$	316,386		$	(726,874	)	$	1,285,606

Liabilities and Equity
Revolving notes	$	43,000		$	—	$	49,968		$	—		$	92,968
Accounts payable and accrued liabilities		(24,647	)		191,323		120,286			2			286,964
Deferred income taxes		3,723			91,009		(7,360	)		(1,143	)		86,229
Deferred revenue		194			15,517		453			39			16,203
Notes payable		244,856			127,884		202			—			372,942
Total equity - Greenbrier		404,708			598,527		127,546			(726,074	)		404,707
Noncontrolling interest		—			—		25,291			302			25,593

Total equity		404,708			598,527		152,837			(725,772	)		430,300

	$	671,834		$	1,204,260	$	316,386		$	(726,874	)	$	1,285,606

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 May 31, 2013

(In thousands, unaudited)


	Parent			Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenue
Manufacturing	$	—		$	143,411		$	251,120		$	(109,940	)	$	284,591
Wheels, Repair & Parts		—			133,069			—			(1,902	)		131,167
Leasing & Services		310			17,596			(1	)		—			17,905

		310			294,076			251,119			(111,842	)		433,663
Cost of revenue
Manufacturing		—			129,348			234,390			(110,378	)		253,360
Wheels, Repair & Parts		—			122,316			—			(1,840	)		120,476
Leasing & Services		—			9,830			—			(22	)		9,808

		—			261,494			234,390			(112,240	)		383,644
Margin		310			32,582			16,729			398			50,019
Selling and administrative		9,903			7,771			7,648			—			25,322
Net gain on disposition of equipment		—			(4,214	)		(723	)		(194	)		(5,131	)
Goodwill impairment		—			76,900			—			—			76,900

Earnings (loss) from operations		(9,593	)		(47,875	)		9,804			592			(47,072	)
Other costs
Interest and foreign exchange		4,124			1,001			780			—			5,905

Earnings (loss) before income taxes and earnings (loss) from unconsolidated affiliates		(13,717	)		(48,876	)		9,024			592			(52,977	)
Income tax (expense) benefit		3,960			(4,716	)		(1,568	)		(405	)		(2,729	)

Earnings (loss) before earnings (loss) from unconsolidated affiliates		(9,757	)		(53,592	)		7,456			187			(55,706	)
Earnings (loss) from unconsolidated affiliates		(46,273	)		3,317			11			43,027			82

Net earnings (loss)		(56,030	)		(50,275	)		7,467			43,214			(55,624	)
Net (earnings) loss attributable to noncontrolling interest		—			—			(383	)		(23	)		(406	)

Net earnings (loss) attributable to Greenbrier	$	(56,030	)	$	(50,275	)	$	7,084		$	43,191		$	(56,030	)

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Operations

For the nine months ended May 31, 2013

(In thousands)


	Parent			Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenue
Manufacturing	$	—		$	473,213		$	690,319		$	(299,526	)	$	864,006
Wheels, Repair & Parts		—			363,799			—			(8,580	)		355,219
Leasing & Services		787			52,208			—			(17	)		52,978

		787			889,220			690,319			(308,123	)		1,272,203
Cost of revenue
Manufacturing		—			431,221			646,924			(303,643	)		774,502
Wheels, Repair & Parts		—			333,823			—			(8,737	)		325,086
Leasing & Services		—			26,617			—			(75	)		26,542

		—			791,661			646,924			(312,455	)		1,126,130
Margin		787			97,559			43,395			4,332			146,073
Selling and administrative		30,014			23,309			23,041			—			76,364
Net gain on disposition of equipment		—			(7,781	)		(1,276	)		(558	)		(9,615	)
Goodwill impairment		—			76,900			—			—			76,900

Earnings (loss) from operations		(29,227	)		5,131			21,630			4,890			2,424
Other costs
Interest and foreign exchange		12,207			2,870			3,251			(201	)		18,127

Earnings (loss) before income taxes and earnings (loss) from unconsolidated affiliates		(41,434	)		2,261			18,379			5,091			(15,703	)
Income tax (expense) benefit		16,645			(24,086	)		(3,964	)		(1,500	)		(12,905	)

Earnings (loss) before earnings (loss) from unconsolidated affiliates		(24,789	)		(21,825	)		14,415			3,591			(28,608	)
Earnings (loss) from unconsolidated affiliates		(6,975	)		3,755			27			3,130			(63	)

Net earnings (loss)		(31,764	)		(18,070	)		14,442			6,721			(28,671	)
Net (earnings) loss attributable to noncontrolling interest		—			—			(1,570	)		(1,523	)		(3,093	)

Net earnings (loss) attributable to Greenbrier	$	(31,764	)	$	(18,070	)	$	12,872		$	5,198		$	(31,764	)

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Operations

For the three months ended May 31, 2012

(In thousands, unaudited)


	Parent			Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenue
Manufacturing	$	—		$	240,773		$	288,085		$	(163,928	)	$	364,930
Wheels, Repair & 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
Wheels, Repair & 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 expense		11,287			8,373			9,124			—			28,784
Net 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, Repair & 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
Wheels, Repair & 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 expense		32,612			21,867			22,519			—			76,998
Net 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

Condensed Consolidating Statement of Cash Flows

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Cash Flows

For the nine months ended May 31, 2013

(In thousands, unaudited)


(In thousands)	Parent			Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net earnings (loss)	$	(31,764	)	$	(18,070	)	$	14,442		$	6,721		$	(28,671)
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:
Deferred income taxes		(5,373	)		(5,585	)		67			1,500			(9,391	)
Depreciation and amortization		1,651			22,918			7,030			(76	)		31,523
Net gain on disposition of equipment		—			(7,780	)		(1,277	)		(558	)		(9,615	)
Accretion of debt discount		2,455			—			—			—			2,455
Stock based compensation		4,843			—			—			—			4,843
Goodwill impairment		—			76,900			—			—			76,900
Other		—			128			(69	)		(1,954	)		(1,895	)
Decrease (increase) in assets:
Accounts receivable		(2,062	)		(43,032	)		29,985			(390	)		(15,499	)
Inventories		—			(9,185	)		198			(127	)		(9,114	)
Leased railcars for syndication		—			24,331			—			(2,264	)		22,067
Other		(650	)		1,351			25,904			(26,267	)		338
Increase (decrease) in liabilities:
Accounts payable and accrued liabilities		7,580			(14,813	)		(36,373	)		1			(43,605	)
Deferred revenue		(116	)		(533	)		(460	)		10			(1,099	)

Net cash provided by (used in) operating activities		(23,436	)		26,630			39,447			(23,404	)		19,237

Cash flows from investing activities:
Proceeds from sales of assets		—			38,817			794			—			39,611
Investment in and net advances to unconsolidated affiliates		712			(23,845	)		(1,016	)		23,133			(1,016	)
Intercompany advances		1,261			—			—			(1,261	)		—
Decrease (increase) in restricted cash		—			40			(2,669	)		—			(2,629	)
Capital expenditures		(371	)		(24,555	)		(25,022	)		271			(49,677	)
Other		—			—			(3,582	)		—			(3,582	)

Net cash provided by (used in) investing activities		1,602			(9,543	)		(31,495	)		22,143			(17,293	)

Cash flows from financing activities:
Net changes in revolving notes with maturities of 90 days or less		43,000			—			(16,027	)		—			26,973
Proceeds from revolving notes with maturities longer than 90 days		—			—			31,847			—			31,847
Repayment of revolving notes with maturities longer than 90 days		—			—			(26,877	)		—			(26,877	)
Intercompany advances		16,374			(15,274	)		(2,361	)		1,261			—
Repayments of notes payable		(52,868	)		(3,069	)		(1,655	)		—			(57,592	)
Investment by joint venture partner		—			—			2,577			—			2,577
Excess tax benefit from restricted stock awards		777			—			—			—			777
Other		(8	)		—			—			—			(8	)

Net cash provided by (used in) financing activities		7,275			(18,343	)		(12,496	)		1,261			(22,303	)

Effect of exchange rate changes		4			1,018			(2,628	)		—			(1,606	)
Increase (decrease) in cash and cash equivalents		(14,555	)		(238	)		(7,172	)		—			(21,965	)
Cash and cash equivalents
Beginning of period		34,323			294			18,954			—			53,571

End of period	$	19,768		$	56		$	11,782		$	—		$	31,606

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Cash Flows

For the nine months ended May 31, 2012


	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
Net gain on disposition of 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 assets		—			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 partner		—			—			410			—			410
Excess tax benefit from restricted stock awards		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