Note 14 – 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 GBW Railcar 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 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, 2014 and August 31, 2014, for the three months ended November 30, 2014 and 2013. 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, 2014

(In thousands, unaudited)


	Parent		Combined Guarantor Subsidiaries		Combined Non- Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Cash and cash equivalents	$	78,347	$	1,577	$	39,034	$	—		$	118,958
Restricted cash		—		2,268		6,902		—			9,170
Accounts receivable, net		734		393,166		47,079		(249,447	)		191,532
Inventories		—		124,284		247,829		(74	)		372,039
Leased railcars for syndication		—		192,729		—		(15,508	)		177,221
Equipment on operating leases, net		—		263,914		3,413		(2,712	)		264,615
Property, plant and equipment, net		6,604		104,300		147,399		—			258,303
Investment in unconsolidated affiliates		992,388		151,457		3,930		(1,075,433	)		72,342
Goodwill		—		43,265		—		—			43,265
Intangibles and other assets, net		16,273		42,614		13,831		(10,781	)		61,937

	$	1,094,346	$	1,319,574	$	509,417	$	(1,353,955	)	$	1,569,382

Liabilities and Equity
Revolving notes	$	15,000	$	—	$	31,527	$	—		$	46,527
Accounts payable and accrued liabilities		293,444		183,082		190,856		(292,873	)		374,509
Deferred income taxes		21,070		72,225		—		(11,487	)		81,808
Deferred revenue		122		26,068		834		43			27,067
Notes payable		244,826		196,947		1,530		—			443,303
Total equity - Greenbrier		519,884		841,252		208,695		(1,049,947	)		519,884
Noncontrolling interest		—		—		75,975		309			76,284

Total equity		519,884		841,252		284,670		(1,049,638	)		596,168

	$	1,094,346	$	1,319,574	$	509,417	$	(1,353,955	)	$	1,569,382

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Income

For the three months ended November 30, 2014

(In thousands, unaudited)


	Parent			Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenue
Manufacturing	$	—		$	273,812		$	365,746		$	(259,609	)	$	379,949
Wheels & Parts		—			88,465			—			(1,841	)		86,624
Leasing & Services		(122	)		28,466			—			141			28,485

		(122	)		390,743			365,746			(261,309	)		495,058
Cost of revenue
Manufacturing		—			235,652			313,773			(233,388	)		316,037
Wheels & Parts		—			78,658			—			(1,786	)		76,872
Leasing & Services		—			14,105			—			(24	)		14,081

		—			328,415			313,773			(235,198	)		406,990
Margin		(122	)		62,328			51,973			(26,111	)		88,068
Selling and administrative		15,788			7,695			10,111			135			33,729
Net gain on disposition of equipment		—			(83	)		—			—			(83	)

Earnings (loss) from operations		(15,910	)		54,716			41,862			(26,246	)		54,422
Other costs
Interest and foreign exchange		2,985			1,606			(1,450	)		—			3,141

Earnings (loss) before income taxes and earnings (loss) from unconsolidated affiliates		(18,895	)		53,110			43,312			(26,246	)		51,281
Income tax (expense) benefit		(1,210	)		(19,993	)		(4,825	)		9,974			(16,054	)

Earnings (loss) before earnings (loss) from unconsolidated affiliates		(20,105	)		33,117			38,487			(16,272	)		35,227
Earnings (loss) from unconsolidated affiliates		52,891			5,383			47			(57,566	)		755

Net earnings (loss)		32,786			38,500			38,534			(73,838	)		35,982
Net (earnings) loss attributable to noncontrolling interest		—			—			(16,148	)		12,952			(3,196	)

Net earnings (loss) attributable to Greenbrier	$	32,786		$	38,500		$	22,386		$	(60,886	)	$	32,786

The Greenbrier Companies, Inc.

Consolidating Statement of Comprehensive Income (Loss)

For the three months ended November 30, 2014


(In thousands)	Parent		Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net earnings (loss)	$	32,786	$	38,500		$	38,534		$	(73,838	)	$	35,982
Other comprehensive income (loss)
Translation adjustment		—		—			(3,450	)		—			(3,450	)
Reclassification of derivative financial instruments recognized in net earnings (loss)		—		283			6			—			289
Unrealized gain (loss) on derivative financial instruments		—		(831	)		525			—			(306	)
Other (net of tax effect)		—		—			(2	)		—			(2	)

		—		(548	)		(2,921	)		—			(3,469	)

Comprehensive income (loss)		32,786		37,952			35,613			(73,838	)		32,513
Comprehensive (income) loss attributable to noncontrolling interest		—		—			(16,100	)		12,952			(3,148	)

Comprehensive income (loss) attributable to Greenbrier	$	32,786	$	37,952		$	19,513		$	(60,886	)	$	29,365

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Cash Flows

For the three months ended November 30, 2014

(In thousands, unaudited)


(In thousands)	Parent			Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net earnings (loss)	$	32,786		$	38,500		$	38,534		$	(73,838	)	$	35,982
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:
Deferred income taxes		8,962			(8,264	)		(91	)		—			607
Depreciation and amortization		455			6,618			5,001			(24	)		12,050
Net gain on disposition of equipment		—			(83	)		—			—			(83	)
Stock based compensation expense		3,411			—			—			—			3,411
Noncontrolling interest adjustments		—			—			—			12,952			12,952
Other		—			—			152			—			152
Decrease (increase) in assets:
Accounts receivable, net		(108	)		25,614			15,362			(33,062	)		7,806
Inventories		—			(11,166	)		(56,454	)		(22	)		(67,642	)
Leased railcars for syndication		—			(67,286	)		—			12,554			(54,732	)
Other		3,259			977			475			(2,500	)		2,211
Increase (decrease) in liabilities:
Accounts payable and accrued liabilities		27,277			(38,790	)		4,686			(6,205	)		(13,032	)
Deferred revenue		—			6,118			370			—			6,488

Net cash provided by (used in) operating activities		76,042			(47,762	)		8,035			(90,145	)		(53,830	)

Cash flows from investing activities:
Proceeds from sales of assets		—			2,073			—			—			2,073
Capital expenditures		(839	)		(11,845	)		(19,024	)		394			(31,314	)
Increase in restricted cash		—			(30	)		—			—			(30	)
Investment in unconsolidated affiliates		(87,576	)		(4,675	)		—			89,751			(2,500	)

Net cash provided by (used in) investing activities		(88,415	)		(14,477	)		(19,024	)		90,145			(31,771	)

Cash flows from financing activities:
Net changes in revolving notes with maturities of 90 days or less		15,000			—			—			—			15,000
Proceeds from revolving notes with maturities longer than 90 days		—			—			23,056			—			23,056
Repayment of revolving notes with maturities longer than 90 days		—			—			(4,610	)		—			(4,610	)
Intercompany advances		(55,267	)		55,477			(210	)		—			—
Repayments of notes payable		—			(1,758	)		—			—			(1,758	)
Decrease in restricted cash		—			11,000			—			—			11,000
Cash distribution to joint venture partner		—			—			(2,275	)		—			(2,275	)
Excess tax benefit from restricted stock awards		2,970			—			—			—			2,970
Repurchase of stock		(21,730	)		—			—			—			(21,730	)

Net cash provided by (used in) financing activities		(59,027	)		64,719			15,961			—			21,653

Effect of exchange rate changes		—			(1,015	)		(995	)		—			(2,010	)
Increase (decrease) in cash and cash equivalents		(71,400	)		1,465			3,977			—			(65,958	)
Cash and cash equivalents
Beginning of period		149,747			112			35,057			—			184,916

End of period	$	78,347		$	1,577		$	39,034		$	—		$	118,958

The Greenbrier Companies, Inc.

Condensed Consolidating Balance Sheet

August 31, 2014

(In thousands)


	Parent		Combined Guarantor Subsidiaries		Combined Non- Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Cash and cash equivalents	$	149,747	$	112	$	35,057	$	—		$	184,916
Restricted cash		—		13,238		6,902		—			20,140
Accounts receivable, net		626		474,409		62,421		(337,777	)		199,679
Inventories		—		113,117		192,634		(95	)		305,656
Leased railcars for syndication		—		128,965		—		(3,115	)		125,850
Equipment on operating leases, net		—		257,415		3,613		(2,180	)		258,848
Property, plant and equipment, net		6,220		102,972		134,506		—			243,698
Investment in unconsolidated affiliates		910,732		143,768		3,961		(989,102	)		69,359
Goodwill		—		43,265		—		—			43,265
Intangibles and other assets, net		17,031		45,013		14,221		(10,508	)		65,757

	$	1,084,356	$	1,322,274	$	453,315	$	(1,342,777	)	$	1,517,168

Liabilities and Equity
Revolving notes	$	—	$	—	$	13,081	$	—		$	13,081
Accounts payable and accrued liabilities		315,879		221,863		185,335		(339,788	)		383,289
Deferred income taxes		12,109		80,489		—		(11,215	)		81,383
Deferred revenue		122		19,950		487		44			20,603
Notes payable		244,856		198,705		1,530		—			445,091
Total equity Greenbrier		511,390		801,267		190,861		(992,128	)		511,390
Noncontrolling interest		—		—		62,021		310			62,331

Total equity		511,390		801,267		252,882		(991,818	)		573,721

	$	1,084,356	$	1,322,274	$	453,315	$	(1,342,777	)	$	1,517,168

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 & 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 & 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


	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
Noncontrolling interest adjustments		—			—			—			169			169
Other		—			341			17			—			358
Decrease (increase) in assets:
Accounts receivable, net		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 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