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 MUL 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., Zaklad Transportu Kolejowego SIARKOPOL sp. z o.o., Gunderson-Concarril, S.A. de C.V., Greenbrier Rail Services Canada, Inc., 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., Gunderson-Gimsa S.A. de C.V., Greenbrier, 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 November 30, 2013 and August 31, 2013, for the three months ended November 30, 2013 and 2012. 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

November 30, 2013

(In thousands, unaudited)


	Parent		Combined Guarantor Subsidiaries		Combined Non- Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Cash and cash equivalents	$	46,462	$	71	$	34,693	$	—		$	81,226
Restricted cash		—		2,074		6,901		—			8,975
Accounts receivable, net		653		125,992		47,978		122			174,745
Inventories		—		152,244		176,094		(103	)		328,235
Leased railcars for syndication		—		61,796		—		(514	)		61,282
Equipment on operating leases, net		—		291,892		3,815		(2,416	)		293,291
Property, plant and equipment, net		4,469		99,932		96,952		—			201,353
Goodwill		—		57,416		—		—			57,416
Intangibles and other assets, net		743,318		114,966		15,116		(797,345	)		76,055

	$	794,902	$	906,383	$	381,549	$	(800,256	)	$	1,282,578

Liabilities and Equity
Revolving notes	$	—	$	—	$	38,805	$	—		$	38,805
Accounts payable and accrued liabilities		90,196		51,215		151,630		—			293,041
Deferred income taxes		12,135		83,674		—		(9,308	)		86,501
Deferred revenue		116		8,201		345		44			8,706
Notes payable		244,856		125,842		1,968		—			372,666
Total equity - Greenbrier		447,599		637,451		154,366		(791,817	)		447,599
Noncontrolling interest		—		—		34,435		825			35,260

Total equity		447,599		637,451		188,801		(790,992	)		482,859

	$	794,902	$	906,383	$	381,549	$	(800,256	)	$	1,282,578

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Income

For the three months ended November 30, 2013

(In thousands, unaudited)


	Parent			Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenue
Manufacturing	$	—		$	186,004		$	312,311		$	(138,842	)	$	359,473
Wheels, Repair & Parts		—			114,721			—			(1,320	)		113,401
Leasing & Services		390			16,935			—			156			17,481

		390			317,660			312,311			(140,006	)		490,355
Cost of revenue
Manufacturing		—			167,537			282,523			(138,620	)		311,440
Wheels, Repair & Parts		—			109,287			—			(1,312	)		107,975
Leasing & Services		—			9,402			—			(21	)		9,381

		—			286,226			282,523			(139,953	)		428,796
Margin		390			31,434			29,788			(53	)		61,559
Selling and administrative		8,600			9,213			8,147			149			26,109
Net gain on disposition of equipment		—			(3,174	)		(343	)		(134	)		(3,651	)
Restructuring charges		—			879			—			—			879

Earnings (loss) from operations		(8,210	)		24,516			21,984			(68	)		38,222
Other costs
Interest and foreign exchange		2,934			804			1,006			—			4,744

Earnings (loss) before income taxes and earnings (loss) from unconsolidated affiliates		(11,144	)		23,712			20,978			(68	)		33,478
Income tax (expense) benefit		3,154			(9,453	)		(4,251	)		28			(10,522	)

Earnings (loss) before earnings (loss) from unconsolidated affiliates		(7,990	)		14,259			16,727			(40	)		22,956
Earnings (loss) from unconsolidated affiliates		23,378			802			32			(24,171	)		41

Net earnings (loss)		15,388			15,061			16,759			(24,211	)		22,997
Net (earnings) loss attributable to noncontrolling interest		—			—			(7,263	)		(346	)		(7,609	)

Net earnings (loss) attributable to Greenbrier	$	15,388		$	15,061		$	9,496		$	(24,557	)	$	15,388

The Greenbrier Companies, Inc.

Consolidating Statement of Comprehensive Income (Loss)

For the three months ended November 30, 2013


(In thousands)	Parent		Combined Guarantor Subsidiaries		Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net earnings (loss)	$	15,388	$	15,061	$	16,759		$	(24,211	)	$	22,997
Other comprehensive income (loss)
Translation adjustment		—		45		2,467			—			2,512
Reclassification of derivative financial instruments recognized in net earnings (loss)		—		259		(122	)		—			137
Unrealized gain on derivative financial instruments		—		1		761			—			762
Other (net of tax effect)		—		—		(1	)		—			(1	)

		—		305		3,105			—			3,410

Comprehensive income (loss)		15,388		15,366		19,864			(24,211	)		26,407
Comprehensive (income) loss attributable to noncontrolling interest		—		—		(7,304	)		(346	)		(7,650	)

Comprehensive income (loss) attributable to Greenbrier	$	15,388	$	15,366	$	12,560		$	(24,557	)	$	18,757

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Cash Flows

For the three months ended November 30, 2013

(In thousands, unaudited)


	Parent			Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net earnings (loss)	$	15,388		$	15,061		$	16,759		$	(24,211	)	$	22,997
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:
Deferred income taxes		4,041			(2,935	)		(792	)		(28	)		286
Depreciation and amortization		494			7,519			2,905			(21	)		10,897
Net gain on disposition of equipment		—			(3,174	)		(343	)		(134	)		(3,651	)
Stock based compensation expense		1,359			—			—			—			1,359
Other		—			341			17			169			527
Decrease (increase) in assets:
Accounts receivable		36,970			91,276			7,026			(154,577	)		(19,305	)
Inventories		—			(3,997	)		(9,189	)		8			(13,178	)
Leased railcars for syndication		—			9,686			—			167			9,853
Other		(60	)		1,742			2,060			(1,673	)		2,069
Increase (decrease) in liabilities:
Accounts payable and accrued liabilities		(14,200	)		(159,156	)		(6,231	)		154,450			(25,137	)
Deferred revenue		(39	)		(393	)		258			2			(172	)

Net cash provided by (used in) operating activities		43,953			(44,030	)		12,470			(25,848	)		(13,455	)

Cash flows from investing activities:
Proceeds from sales of assets		—			13,592			459			—			14,051
Capital expenditures		(992	)		(2,608	)		(2,942	)		—			(6,542	)
Decrease (increase) in restricted cash		—			(167	)		(1	)		—			(168	)
Investment in and net advances to unconsolidated affiliates		(25,051	)		(797	)		(1,253	)		25,848			(1,253	)

Net cash provided by (used in) investing activities		(26,043	)		10,020			(3,737	)		25,848			6,088

Cash flows from financing activities:
Proceeds from revolving notes with maturities longer than 90 days		—			—			7,474			—			7,474
Repayment of revolving notes with maturities longer than 90 days		—			—			(16,878	)		—			(16,878	)
Intercompany advances		(33,902	)		34,562			(660	)		—			—
Repayments of notes payable		—			(1,021	)		(202	)		—			(1,223	)
Investment by joint venture partner		—			—			419			—			419
Repurchase of stock		(871	)		—			—			—			(871	)
Excess tax benefit from restricted stock awards		152			—			—			—			152

Net cash provided by (used in) financing activities		(34,621	)		33,541			(9,847	)		—			(10,927	)

Effect of exchange rate changes		—			515			1,570			—			2,085
Increase (decrease) in cash and cash equivalents		(16,711	)		46			456			—			(16,209	)
Cash and cash equivalents
Beginning of period		63,173			25			34,237			—			97,435

End of period	$	46,462		$	71		$	34,693		$	—		$	81,226

The Greenbrier Companies, Inc.

Condensed Consolidating Balance Sheet

August 31, 2013

(In thousands)


	Parent		Combined Guarantor Subsidiaries		Combined Non- Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Cash and cash equivalents	$	63,173	$	25	$	34,237	$	—		$	97,435
Restricted cash		—		1,907		6,900		—			8,807
Accounts receivable, net		37,623		217,268		54,412		(154,455	)		154,848
Inventories		—		151,023		165,855		(95	)		316,783
Leased railcars for syndication		—		68,827		—		(347	)		68,480
Equipment on operating leases, net		—		304,234		3,809		(2,575	)		305,468
Property, plant and equipment, net		2,112		103,315		96,106		—			201,533
Goodwill		—		57,416		—		—			57,416
Intangibles and other assets, net		716,029		118,541		13,515		(769,114	)		78,971

	$	818,937	$	1,022,556	$	374,834	$	(926,586	)	$	1,289,741

Liabilities and Equity
Revolving notes	$	—	$	—	$	48,209	$	—		$	48,209
Accounts payable and accrued liabilities		137,631		178,662		154,096		(154,451	)		315,938
Deferred income taxes		8,093		86,610		—		(8,663	)		86,040
Deferred revenue		155		8,546		98		39			8,838
Notes payable		244,856		126,863		2,170		—			373,889
Total equity - Greenbrier		428,202		621,875		141,945		(763,820	)		428,202
Noncontrolling interest		—		—		28,316		309			28,625

Total equity		428,202		621,875		170,261		(763,511	)		456,827

	$	818,937	$	1,022,556	$	374,834	$	(926,586	)	$	1,289,741

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Income

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, Repair & 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
Wheels, Repair & 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.

Consolidating Statement of Comprehensive Income (Loss)

For the three months ended November 30, 2012


(In thousands)	Parent		Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net earnings (loss)	$	10,427	$	13,830		$	3,243		$	(14,939	)	$	12,561
Other comprehensive income (loss)
Translation adjustment		—		167			1,968			—			2,135
Reclassification of derivative financial instruments recognized in net earnings (loss)		—		259			(875	)		—			(616	)
Unrealized loss on derivative financial instruments		—		(17	)		1,316			—			1,299

		—		409			2,409			—			2,818

Comprehensive income (loss)		10,427		14,239			5,652			(14,939	)		15,379
Comprehensive (income) loss attributable to noncontrolling interest		—		—			(580	)		(1,599	)		(2,179	)

Comprehensive income (loss) attributable to Greenbrier	$	10,427	$	14,239		$	5,072		$	(16,538	)	$	13,200

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Cash Flows

For the three months ended November 30, 2012


	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