10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

for the quarterly period ended November 30, 2015

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

for the transition period from                      to                     

Commission File No. 1-13146

THE GREENBRIER COMPANIES, INC.

(Exact name of registrant as specified in its charter)

Oregon	93-0816972
(State of Incorporation)	(I.R.S. Employer Identification No.)
One Centerpointe Drive, Suite 200, Lake Oswego, OR	97035
(Address of principal executive offices)	(Zip Code)

(503) 684-7000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)    Yes  ¨    No  x

The number of shares of the registrant’s common stock, without par value, outstanding on December 31, 2015 was 28,596,821 shares.

THE GREENBRIER COMPANIES, INC.

Forward-Looking Statements

From time to time, The Greenbrier Companies, Inc. and its subsidiaries (“Greenbrier” or “the Company”) or their representatives have made or may make forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, without limitation, statements as to expectations, beliefs and strategies regarding the future. Such forward-looking statements may be included in, but not limited to, press releases, oral statements made with the approval of an authorized executive officer or in various filings made by us with the Securities and Exchange Commission, including this Quarterly Report on Form 10-Q. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These forward-looking statements rely on a number of assumptions concerning future events and include statements relating to:

• availability of financing sources and borrowing base for working capital, other business development activities, capital spending and leased railcars for syndication (sale of railcars with lease attached);

• ability to renew, maintain or obtain sufficient credit facilities and financial guarantees on acceptable terms;

• ability to utilize beneficial tax strategies;

• ability to grow our businesses;

• ability to obtain lease and sales contracts which provide adequate protection against attempted modifications or cancellations, changes in interest rates and increased costs of materials and components;

• ability to obtain adequate insurance coverage at acceptable rates;

• ability to convert backlog of railcar orders and lease syndication commitments;

• ability to obtain adequate certification and licensing of products; and

• short-term and long-term revenue and earnings effects of the above items.

The following factors, among others, could cause actual results or outcomes to differ materially from the forward-looking statements:

• fluctuations in demand for newly manufactured railcars or marine barges;

• fluctuations in demand for wheels, repair services and parts;

• delays in receipt of orders, risks that contracts may be canceled or modified during their term, not renewed, unenforceable or breached by the customer and that customers may not purchase the amount of products or services under the contracts as anticipated;

• ability to maintain sufficient availability of credit facilities and to maintain compliance with or to obtain appropriate amendments to covenants under various credit agreements;

• domestic and global economic conditions including such matters as embargoes or quotas;

• global political or security conditions in the U.S., Europe, Latin America and the Middle East including such matters as terrorism, war, civil disruption and crime;

• sovereign risk related to international governments that includes, but is not limited to, governments stopping payments, repudiating their contracts, nationalizing private businesses and assets or altering foreign exchange regulations;

• growth or reduction in the surface transportation industry;

• ability to maintain good relationships with our labor force, third party labor providers and collective bargaining units representing our direct and indirect labor force;

• ability to maintain good relationships with our customers and suppliers;

• ability to renew or replace expiring customer contracts on satisfactory terms;

• ability to obtain and execute suitable contracts for leased railcars for syndication;

• steel and specialty component price fluctuations and availability, scrap surcharges, steel scrap prices and other commodity price fluctuations and availability and their impact on product demand and margin;

• delay or failure of acquired businesses or joint ventures, assets, start-up operations, or new products or services to compete successfully;

• changes in product mix and the mix of revenue levels among reporting segments;

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THE GREENBRIER COMPANIES, INC.

• labor disputes, energy shortages or operating difficulties that might disrupt operations or the flow of cargo;

• production difficulties and product delivery delays as a result of, among other matters, costs or inefficiencies associated with expansion, start-up, or changing of production lines or changes in production rates, equipment failures, changing technologies, transfer of production between facilities or non-performance of alliance partners, subcontractors or suppliers;

• lower than anticipated lease renewal rates, earnings on utilization based leases or residual values for leased equipment;

• discovery of defects in railcars or services resulting in increased warranty costs or litigation;

• physical damage, business interruption or product or service liability claims that exceed our insurance coverage;

• commencement of and ultimate resolution or outcome of pending or future litigation and investigations;

• natural disasters or severe weather patterns that may affect either us, our suppliers or our customers;

• loss of business from, or a decline in the financial condition of, any of the principal customers that represent a significant portion of our total revenues;

• competitive factors, including introduction of competitive products, new entrants into certain of our markets, price pressures, limited customer base, and competitiveness of our manufacturing facilities and products;

• industry overcapacity and our manufacturing capacity utilization;

• decreases or write-downs in carrying value of inventory, goodwill, intangibles or other assets due to impairment;

• severance or other costs or charges associated with lay-offs, shutdowns, or reducing the size and scope of operations;

• changes in future maintenance or warranty requirements;

• ability to adjust to the cyclical nature of the industries in which we operate;

• changes in interest rates and financial impacts from interest rates;

• ability and cost to maintain and renew operating permits;

• actions or failures to act by various regulatory agencies including changing tank car or other rail car regulations;

• potential environmental remediation obligations;

• changes in commodity prices, including oil and gas;

• risks associated with our intellectual property rights or those of third parties, including infringement, maintenance, protection, validity, enforcement and continued use of such rights;

• expansion of warranty and product support terms beyond those which have traditionally prevailed in the rail supply industry;

• availability of a trained work force at a reasonable cost and with reasonable terms of employment;

• availability and/or price of essential raw materials, specialties or components, including steel castings, to permit manufacture of units on order;

• failure to successfully integrate joint ventures or acquired businesses;

• discovery of previously unknown liabilities associated with acquired businesses;

• failure of or delay in implementing and using new software or other technologies;

• the impact of cybersecurity risks and the costs of mitigating and responding to a data security breach;

• ability to replace maturing lease and management services revenue and earnings with revenue and earnings from new commercial transactions, including new railcar leases, additions to the lease fleet and new management services contracts;

• credit limitations upon our ability to maintain effective hedging programs;

• financial impacts from currency fluctuations and currency hedging activities in our worldwide operations;

• changes in legislation and increased costs related to health care; and

• fraud, misconduct by employees and potential exposure to liabilities under the Foreign Corrupt Practices Act and other anti-corruption laws and regulations.

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THE GREENBRIER COMPANIES, INC.

Any forward-looking statements should be considered in light of these factors. Words such as “anticipates,” “believes,” “forecast,” “potential,” “goal,” “contemplates,” “expects,” “intends,” “plans,” “projects,” “hopes,” “seeks,” “estimates,” “strategy,” “could,” “would,” “should,” “likely,” “will,” “may,” “can,” “designed to,” “future,” “foreseeable future” and similar expressions identify forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from the results contemplated by the forward-looking statements. Many of the important factors that will determine these results and values are beyond our ability to control or predict. You are cautioned not to put undue reliance on any forward-looking statements. Except as otherwise required by law, we do not assume any obligation to update any forward-looking statements.

All references to years refer to the fiscal years ended August 31^st unless otherwise noted.

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THE GREENBRIER COMPANIES, INC.

PART I. FINANCIAL INFORMATION

Item 1. Condensed Financial Statements

Consolidated Balance Sheets

(In thousands, unaudited)

	November 30, 2015			August 31, 2015
Assets
Cash and cash equivalents	$	197,633		$	172,930
Restricted cash		9,818			8,869
Accounts receivable, net		237,213			196,029
Inventories		444,023			445,535
Leased railcars for syndication		238,911			212,534
Equipment on operating leases, net		252,641			255,391
Property, plant and equipment, net		307,196			303,135
Investment in unconsolidated affiliates		86,658			87,270
Intangibles and other assets, net		76,157			65,554
Goodwill		43,265			43,265
	$	1,893,515		$	1,790,512
Liabilities and Equity
Revolving notes	$	163,888		$	50,888
Accounts payable and accrued liabilities		384,670			455,213
Deferred income taxes		63,483			60,657
Deferred revenue		42,351			33,836
Notes payable		324,668			326,429
Commitments and contingencies (Note 12)
Equity:
Greenbrier
Preferred stock—without par value; 25,000 shares authorized; none outstanding		—			—
Common stock—without par value; 50,000 shares authorized; 28,597 and 28,907 shares outstanding at November 30, 2015 and August 31, 2015		—			—
Additional paid-in capital		280,422			295,444
Retained earnings		522,182			458,599
Accumulated other comprehensive loss		(30,659	)		(21,205	)
Total equity – Greenbrier		771,945			732,838
Noncontrolling interest		142,510			130,651
Total equity		914,455			863,489
	$	1,893,515		$	1,790,512

The accompanying notes are an integral part of these financial statements

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THE GREENBRIER COMPANIES, INC.

Consolidated Statements of Income

(In thousands, except per share amounts, unaudited)

	Three Months Ended November 30,
	2015			2014
Revenue
Manufacturing	$	698,661		$	379,949
Wheels & Parts		78,729			86,624
Leasing & Services		24,999			28,485
		802,389			495,058
Cost of revenue
Manufacturing		533,033			316,037
Wheels & Parts		73,002			76,872
Leasing & Services		11,589			14,081
		617,624			406,990
Margin		184,765			88,068
Selling and administrative expense		36,549			33,729
Net gain on disposition of equipment		(269	)		(83	)
Earnings from operations		148,485			54,422
Other costs
Interest and foreign exchange		5,436			3,141
Earnings before income taxes and earnings from unconsolidated affiliates		143,049			51,281
Income tax expense		(44,719	)		(16,054	)
Earnings before earnings from unconsolidated affiliates		98,330			35,227
Earnings from unconsolidated affiliates		383			755
Net earnings		98,713			35,982
Net earnings attributable to noncontrolling interest		(29,280	)		(3,196	)
Net earnings attributable to Greenbrier	$	69,433		$	32,786
Basic earnings per common share:	$	2.36		$	1.19
Diluted earnings per common share:	$	2.15		$	1.01
Weighted average common shares:
Basic		29,391			27,665
Diluted		32,578			33,713
Dividends declared per common share	$	0.20		$	0.15

The accompanying notes are an integral part of these financial statements

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THE GREENBRIER COMPANIES, INC.

Consolidated Statements of Comprehensive Income

(In thousands, unaudited)

	Three Months Ended November 30,
	2015			2014
Net earnings	$	98,713		$	35,982
Other comprehensive income (loss)
Translation adjustment		(3,967	)		(3,450	)
Reclassification of derivative financial instruments recognized in net earnings 1		492			289
Unrealized loss on derivative financial instruments 2		(6,052	)		(306	)
Other (net of tax effect)		—			(2	)
		(9,527	)		(3,469	)
Comprehensive income		89,186			32,513
Comprehensive income attributable to noncontrolling interest		(29,207	)		(3,148	)
Comprehensive income attributable to Greenbrier	$	59,979		$	29,365

¹  Net of tax effect of $0.2 million and $0.2 million for the three months ended November 30, 2015 and 2014.

²  Net of tax effect of $1.5 million and $0.4 million for the three months ended November 30, 2015 and 2014.

The accompanying notes are an integral part of these financial statements

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THE GREENBRIER COMPANIES, INC.

Consolidated Statements of Equity

(In thousands, unaudited)

	Attributable to Greenbrier
	Common Stock Shares			Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total Attributable to Greenbrier			Attributable to Noncontrolling Interest			Total Equity
Balance September 1, 2015		28,907		$	295,444		$	458,599		$	(21,205	)	$	732,838		$	130,651		$	863,489
Net earnings		—			—			69,433			—			69,433			29,280			98,713
Other comprehensive loss, net		—			—			—			(9,454	)		(9,454	)		(73	)		(9,527	)
Noncontrolling interest adjustments		—			—			—			—			—			262			262
Purchase of noncontrolling interest		—			—			—			—			—			(4	)		(4	)
Joint venture partner distribution declared		—			—			—			—			—			(17,606	)		(17,606	)
Restricted stock awards (net of cancellations)		212			(3,469	)		—			—			(3,469	)		—			(3,469	)
Unamortized restricted stock		—			(603	)		—			—			(603	)		—			(603	)
Restricted stock amortization		—			5,301			—			—			5,301			—			5,301
Excess tax benefit from restricted stock awards		—			2,827			—			—			2,827			—			2,827
Cash dividends		—			—			(5,850	)		—			(5,850	)		—			(5,850	)
Repurchase of stock		(522	)		(19,078	)		—			—			(19,078	)		—			(19,078	)
Balance November 30, 2015		28,597		$	280,422		$	522,182		$	(30,659	)	$	771,945		$	142,510		$	914,455

	Attributable to Greenbrier
	Common Stock Shares			Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total Attributable to Greenbrier			Attributable to Noncontrolling Interest			Total Equity
Balance September 1, 2014		27,364		$	235,763		$	282,559		$	(6,932	)	$	511,390		$	62,331		$	573,721
Net earnings		—			—			32,786			—			32,786			3,196			35,982
Other comprehensive income, net		—			—			—			(3,421	)		(3,421	)		(48	)		(3,469	)
Noncontrolling interest adjustments		—			—			—			—			—			12,952			12,952
Joint venture partner distribution declared		—			—			—			—			—			(2,147	)		(2,147	)
Restricted stock cancellations		(96	)		(1,936	)		—			—			(1, 936	)		—			(1, 936	)
Unamortized restricted stock		—			1, 936			—			—			1, 936			—			1, 936
Restricted stock amortization		—			3,411			—			—			3,411			—			3,411
Excess tax benefit from restricted stock awards		—			2,970			—			—			2,970			—			2,970
Conversion of convertible notes		1			25			—			—			25			—			25
Cash dividends		—			—			(4,170	)		—			(4,170	)		—			(4,170	)
Repurchase of stock		(379	)		(23,107	)		—			—			(23,107	)		—			(23,107	)
Balance November 30, 2014		26,890		$	219,062		$	311,175		$	(10,353	)	$	519,884		$	76,284		$	596,168

The accompanying notes are an integral part of these financial statements

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THE GREENBRIER COMPANIES, INC.

Consolidated Statements of Cash Flows

(In thousands, unaudited)

	Three Months Ended November 30,
	2015			2014
Cash flows from operating activities
Net earnings	$	98,713		$	35,982
Adjustments to reconcile net earnings to net cash used in operating activities:
Deferred income taxes		3,019			607
Depreciation and amortization		12,974			12,050
Net gain on disposition of equipment		(269	)		(83	)
Stock based compensation expense		5,301			3,411
Noncontrolling interest adjustments		262			12,952
Other		637			152
Decrease (increase) in assets:
Accounts receivable, net		(40,889	)		7,806
Inventories		(274	)		(67,642	)
Leased railcars for syndication		(61,059	)		(54,732	)
Other		(3,578	)		2,211
Increase (decrease) in liabilities:
Accounts payable and accrued liabilities		(77,605	)		(13,032	)
Deferred revenue		(723	)		6,488
Net cash used in operating activities		(63,491	)		(53,830	)
Cash flows from investing activities
Proceeds from sales of assets		41,353			2,073
Capital expenditures		(15,595	)		(31,314	)
Increase in restricted cash		(949	)		(30	)
Cash distribution from unconsolidated affiliates		616			—
Investment in and advances to unconsolidated affiliates		(1,866	)		(2,500	)
Net cash provided by (used in) investing activities		23,559			(31,771	)
Cash flows from financing activities
Net change in revolving notes with maturities of 90 days or less		113,000			15,000
Proceeds from revolving notes with maturities longer than 90 days		—			23,056
Repayments of revolving notes with maturities longer than 90 days		—			(4,610	)
Repayments of notes payable		(1,761	)		(1,758	)
Debt issuance costs		(4,493	)		—
Decrease in restricted cash		—			11,000
Cash distribution to joint venture partner		(17,654	)		(2,275	)
Repurchase of stock		(20,203	)		(21,730	)
Dividends		(105	)		—
Excess tax benefit from restricted stock awards		2,827			2,970
Other		(6	)		—
Net cash provided by financing activities		71,605			21,653
Effect of exchange rate changes		(6,970	)		(2,010	)
Increase (decrease) in cash and cash equivalents		24,703			(65,958	)
Cash and cash equivalents
Beginning of period		172,930			184,916
End of period	$	197,633		$	118,958
Cash paid during the period for
Interest	$	4,058		$	5,736
Income taxes, net	$	48,349		$	28,487
Non-cash activity
Dividends declared and accrued in Accounts payable and accrued liabilities	$	5,745		$	4,170
Capital expenditures accrued in Accounts payable and accrued liabilities	$	5,931		$	2,957
Transfer from Leased railcars for syndication to Equipment on operating leases, net	$	31,568		$	3,313

The accompanying notes are an integral part of these financial statements

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THE GREENBRIER COMPANIES, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1 – Interim Financial Statements

The Condensed Consolidated Financial Statements of The Greenbrier Companies, Inc. and Subsidiaries (Greenbrier or the Company) as of November 30, 2015 and for the three months ended November 30, 2015 and 2014 have been prepared without audit and reflect all adjustments (consisting of normal recurring accruals) that, in the opinion of management, are necessary for a fair presentation of the financial position, operating results and cash flows for the periods indicated. The results of operations for the three months ended November 30, 2015 are not necessarily indicative of the results to be expected for the entire year ending August 31, 2016.

Certain notes and other information have been condensed or omitted from the interim financial statements presented in this Quarterly Report on Form 10-Q. Therefore, these financial statements should be read in conjunction with the Consolidated Financial Statements contained in the Company’s 2015 Annual Report on Form 10-K.

Management Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires judgment on the part of management to arrive at estimates and assumptions on matters that are inherently uncertain. These estimates may affect the amount of assets, liabilities, revenue and expenses reported in the financial statements and accompanying notes and disclosure of contingent assets and liabilities within the financial statements. Estimates and assumptions are periodically evaluated and may be adjusted in future periods. Actual results could differ from those estimates.

Prospective Accounting Changes – In May 2014, the Financial Accounting Standards Board (FASB) and International Accounting Standards Board (IASB) jointly issued a converged standard on the recognition of revenue from contracts with customers. The issued guidance converges the criteria for reporting revenue, and requires disclosures sufficient to describe the nature, amount, timing, and uncertainty of revenue and cash flows arising from these contracts. Companies can transition to the standard either retrospectively or as a cumulative effect adjustment as of the date of adoption. The FASB issued a one year deferral and the new standard is effective for fiscal years and interim periods within those years beginning after December 15, 2017. The Company plans to adopt this guidance beginning September 1, 2018. The Company is evaluating the impact of this standard as well as its method of adoption on its consolidated financial statements and disclosures.

In April 2015, the FASB issued Accounting Standards Update 2015-03, Simplifying the Presentation of Debt Issuance Costs (ASU 2015-03). The FASB issued this update to simplify the presentation of debt issuance costs related to a recognized debt liability to present the debt issuance costs as a direct deduction from the carrying value of the debt liability rather than showing the debt issuance costs as an asset. The guidance is limited to the presentation of debt issuance costs and does not impact its recognition and measurement. The new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2015, with early adoption permitted, and is required to be applied on a retrospective basis. The Company plans to adopt ASU 2015-03 beginning September 1, 2016. As the adoption of this new accounting standard will only amend presentation and disclosure requirements, the adoption will not affect the Company’s financial position, results of operations or cash flows.

Share Repurchase Program – Since October 2013, the Board of Directors has authorized the Company to repurchase in aggregate up to $225 million of the Company’s common stock. The program may be modified, suspended or discontinued at any time without prior notice. Under the share repurchase program, shares of common stock may be purchased on the open market or through privately negotiated transactions from time-to-time. The timing and amount of purchases will be based upon market conditions, securities law limitations and other factors. The share repurchase program does not obligate the Company to acquire any specific number of shares in any period.

During the three months ended November 30, 2015 and 2014, the Company purchased a total of 521,626 and 378,695 shares for approximately $19.1 million and $23.1 million, respectively. As of November 30, 2015 the Company had cumulatively repurchased 2,673,165 shares for approximately $123.7 million and had $101.3 million available under the share repurchase program with an expiration date of January 1, 2018.

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Note 2 – Inventories

Inventories are valued at the lower of cost (first-in, first-out) or market. Work-in-process includes material, labor and overhead. The following table summarizes the Company’s inventory balance:

(In thousands)	November 30, 2015			August 31, 2015
Manufacturing supplies and raw materials	$	275,343		$	311,880
Work-in-process		51,342			75,032
Finished goods		120,264			61,302
Excess and obsolete adjustment		(2,926	)		(2,679	)
	$	444,023		$	445,535

Note 3 – Intangibles and Other Assets, net

Intangible assets that are determined to have finite lives are amortized over their useful lives. Intangible assets with indefinite useful lives are not amortized and are periodically evaluated for impairment.

The following table summarizes the Company’s identifiable intangible and other assets balance:

(In thousands)	November 30, 2015			August 31, 2015
Intangible assets subject to amortization:
Customer relationships	$	64,504		$	65,023
Accumulated amortization		(34,165	)		(33,828	)
Other intangibles		5,959			3,422
Accumulated amortization		(3,204	)		(3,121	)
		33,094			31,496
Intangible assets not subject to amortization		912			912
Prepaid and other assets		17,021			13,111
Nonqualified savings plan investments		13,481			11,815
Debt issuance costs, net		7,252			3,823
Assets held for sale		4,397			4,397
Total Intangible and other assets, net	$	76,157		$	65,554

Amortization expense for the three months ended November 30, 2015 and 2014 was $1.2 million and $0.9 million. Amortization expense for the years ending August 31, 2016, 2017, 2018, 2019 and 2020 is expected to be $4.6 million, $3.5 million, $3.4 million, $3.4 million and $3.4 million.

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Note 4 – Revolving Notes

Senior secured credit facilities, consisting of three components, aggregated to $625.1 million as of November 30, 2015.

As of November 30, 2015, a $550.0 million revolving line of credit, maturing October 2020, secured by substantially all the Company’s assets in the U.S. not otherwise pledged as security for term loans, was available to provide working capital and interim financing of equipment, principally for the U.S. and Mexican operations. Advances under this facility bear interest at LIBOR plus 1.75% or Prime plus 0.75% depending on the type of borrowing. Available borrowings under the credit facility are generally based on defined levels of inventory, receivables, property, plant and equipment and leased equipment, as well as total debt to consolidated capitalization and fixed charges coverage ratios.

As of November 30, 2015, lines of credit totaling $15.1 million secured by certain of the Company’s European assets, with various variable rates that range from Warsaw Interbank Offered Rate (WIBOR) plus 1.2% to WIBOR plus 1.3%, were available for working capital needs of the European manufacturing operation. European credit facilities are continually being renewed. Currently these European credit facilities have maturities that range from February 2016 through June 2017.

As of November 30, 2015, the Company’s Mexican joint venture has three lines of credit totaling $60.0 million. The first line of credit provides up to $10.0 million and is secured by certain of the joint venture’s accounts receivable and inventory. Advances under this facility bear interest at LIBOR plus 2.5%. The Mexican joint venture will be able to draw amounts available under this facility through June 2016. The second line of credit provides up to $30.0 million and is fully guaranteed by the Company and its joint venture partner. Advances under this facility bear interest at LIBOR plus 2.0%. The Mexican joint venture will be able to draw against this facility through January 2019. The third line of credit provides up to $20.0 million, of which the Company and its joint venture partner have each guaranteed 50%. Advances under this facility bear interest at LIBOR plus 2.0%. The Mexican joint venture will be able to draw amounts available under this facility through August 2017.

As of November 30, 2015, outstanding commitments under the senior secured credit facilities consisted of $80.1 million in letters of credit and $162.0 million in revolving notes under the North American credit facility and $1.9 million outstanding in revolving notes under the Mexican joint venture credit facilities.

As of August 31, 2015, outstanding commitments under the senior secured credit facilities consisted of $47.2 million in letters of credit and $49.0 million in revolving notes under the North American credit facility and $1.9 million outstanding in revolving notes under the Mexican joint venture credit facilities.

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THE GREENBRIER COMPANIES, INC.

Note 5 – Accounts Payable and Accrued Liabilities

(In thousands)	November 30, 2015		August 31, 2015
Trade payables	$	201,955	$	263,665
Other accrued liabilities		70,440		64,584
Accrued payroll and related liabilities		57,576		70,836
Accrued maintenance		18,693		18,642
Income taxes payable		13,411		22,465
Accrued warranty		11,609		11,512
Other		10,986		3,509
	$	384,670	$	455,213

Note 6 – Warranty Accruals

Warranty costs are estimated and charged to operations to cover a defined warranty period. The estimated warranty cost is based on the history of warranty claims for each particular product type. For new product types without a warranty history, preliminary estimates are based on historical information for similar product types. The warranty accruals, included in Accounts payable and accrued liabilities on the Consolidated Balance Sheets, are reviewed periodically and updated based on warranty trends and expirations of warranty periods.

Warranty accrual activity:

	Three Months Ended November 30,
(In thousands)	2015			2014
Balance at beginning of period	$	11,512		$	9,340
Charged to cost of revenue, net		1,421			647
Payments		(1,229	)		(974	)
Currency translation effect		(95	)		(117	)
Balance at end of period	$	11,609		$	8,896

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THE GREENBRIER COMPANIES, INC.

Note 7 – Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss, net of tax effect as appropriate, consisted of the following:

(In thousands)	Unrealized Loss on Derivative Financial Instruments			Foreign Currency Translation Adjustment			Other			Accumulated Other Comprehensive Loss
Balance, August 31, 2015	$	(2,194	)	$	(18,666	)	$	(345	)	$	(21,205	)
Other comprehensive loss before reclassifications		(6,052	)		(3,894	)		—			(9,946	)
Amounts reclassified from accumulated other comprehensive loss		492			—			—			492
Balance, November 30, 2015	$	(7,754	)	$	(22,560	)	$	(345	)	$	(30,659	)

The amounts reclassified out of Accumulated other comprehensive loss into the Consolidated Statements of Income, with presentation location, were as follows:

(In thousands)	Three Months Ended November 30,
	2015			2014			Financial Statement Location
Loss on derivative financial instruments:
Foreign exchange contracts	$	267		$	8		Revenue
Interest rate swap contracts		445			456		Interest and foreign exchange
		712			464		Total before tax
		(220	)		(175	)	Tax expense
	$	492		$	289		Net of tax

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THE GREENBRIER COMPANIES, INC.

Note 8 – Earnings Per Share

The shares used in the computation of the Company’s basic and diluted earnings per common share are reconciled as follows:

(In thousands)	Three Months Ended November 30,
	2015		2014
Weighted average basic common shares outstanding (1)		29,391		27,665
Dilutive effect of 2018 Convertible notes (2)		3,177		6,044
Dilutive effect of 2026 Convertible notes (3)		—		4
Dilutive effect of performance based restricted stock units (4)		10		—
Weighted average diluted common shares outstanding		32,578		33,713

(1) Restricted stock grants and restricted stock units, including some grants subject to certain performance criteria, are included in weighted average basic common shares outstanding when the Company is in a net earnings position.

(2) The dilutive effect of the 2018 Convertible notes was included for the three months ended November 30, 2015 and 2014 as they were considered dilutive under the “if converted” method as further discussed below.

(3) The dilutive effect of the 2026 Convertible notes was excluded for the three months ended November 30, 2015 as the average stock price was less than $48.05 and therefore was considered anti-dilutive. The effect of the 2026 Convertible notes was included for the three months ended November 30, 2014 as the average stock price was greater than $48.05, as further described below.

(4) Restricted stock units that are subject to performance criteria, for which actual levels of performance above target have been achieved, are included in weighted average diluted common shares outstanding when the Company is in a net earnings position.

Dilutive EPS is calculated using the more dilutive of two approaches. The first approach includes the dilutive effect, using the treasury stock method, associated with shares underlying the 2026 Convertible notes and performance based restricted stock units that are subject to performance criteria, for which actual levels of performance above target have been achieved. The second approach supplements the first by including the “if converted” effect of the 2018 Convertible notes issued in March 2011. Under the “if converted” method, debt issuance and interest costs, both net of tax, associated with the convertible notes are added back to net earnings and the share count is increased by the shares underlying the convertible notes. The 2026 Convertible notes are included in the calculation of both approaches using the treasury stock method when the average stock price is greater than the conversion price of $48.05.

	Three Months Ended November 30,
	2015		2014
Net earnings attributable to Greenbrier	$	69,433	$	32,786
Add back:
Interest and debt issuance costs on the 2018 Convertible notes, net of tax		496		1,416
Earnings before interest and debt issuance costs on convertible notes	$	69,929	$	34,202
Weighted average diluted common shares outstanding		32,578		33,713
Diluted earnings per share (1)	$	2.15	$	1.01

(1) Diluted earnings per share was calculated as follows:

Earnings before interest and debt issuance costs (net of tax) on convertible notes

Weighted average diluted common shares outstanding

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THE GREENBRIER COMPANIES, INC.

Note 9 – Stock Based Compensation

The value of restricted stock and restricted stock unit awards is amortized as compensation expense from the date of grant through the earlier of the vesting period or the recipient’s eligible retirement date. Awards are expensed upon grant when the recipient’s eligible retirement date precedes the grant date.

Compensation expense for restricted stock and restricted stock unit grants was $5.3 million and $3.4 million for the three months ended November 30, 2015 and 2014, respectively. Compensation expense related to restricted stock and restricted stock unit grants is recorded in Selling and administrative expense and Cost of revenue on the Consolidated Statements of Income.

Note 10 – Derivative Instruments

Foreign operations give rise to market risks from changes in foreign currency exchange rates. Foreign currency forward exchange contracts with established financial institutions are utilized to hedge a portion of that risk. Interest rate swap agreements are used to reduce the impact of changes in interest rates on certain debt. The Company’s foreign currency forward exchange contracts and interest rate swap agreements are designated as cash flow hedges, and therefore the effective portion of unrealized gains and losses is recorded in accumulated other comprehensive income or loss.

At November 30, 2015 exchange rates, forward exchange contracts for the purchase of Polish Zloty and the sale of Euro and U.S. Dollar, and for the purchase of U.S. Dollars and the sale of Saudi Riyal aggregated to $458.8 million. The fair value of the contracts is included on the Consolidated Balance Sheets as Accounts payable and accrued liabilities when there is a loss, or as Accounts receivable, net when there is a gain. As the contracts mature at various dates through September 2018, any such gain or loss remaining will be recognized in manufacturing revenue along with the related transactions. In the event that the underlying sales transaction does not occur or does not occur in the period designated at the inception of the hedge, the amount classified in accumulated other comprehensive loss would be reclassified to the results of operations in Interest and foreign exchange at the time of occurrence.

At November 30, 2015, an interest rate swap agreement maturing in March 2020 had a notional amount of $94.8 million. The fair value of the contract is included in Accounts payable and accrued liabilities on the Consolidated Balance Sheets. As interest expense on the underlying debt is recognized, amounts corresponding to the interest rate swap are reclassified from Accumulated other comprehensive loss and charged or credited to interest expense. At November 30, 2015 interest rates, approximately $1.7 million would be reclassified to interest expense in the next 12 months.

Fair Values of Derivative Instruments

	Asset Derivatives					Liability Derivatives
		November 30, 2015		August 31, 2015			November 30, 2015		August 31, 2015
(In thousands)	Balance sheet location	Fair Value		Fair Value		Balance sheet location	Fair Value		Fair Value
Derivatives designated as hedging instruments
Foreign forward exchange contracts	Accounts receivable, net	$	6,940	$	1,820	Accounts payable and accrued liabilities	$	7,213	$	737
Interest rate swap contracts	Intangibles and other assets, net		—		—	Accounts payable and accrued liabilities		2,514		2,393
		$	6,940	$	1,820		$	9,727	$	3,130
Derivatives not designated as hedging instruments
Foreign forward exchange contracts	Accounts receivable, net	$	56	$	93	Accounts payable and accrued liabilities	$	108	$	76

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THE GREENBRIER COMPANIES, INC.

The Effect of Derivative Instruments on the Statements of Income

Derivatives in cash flow hedging relationships	Location of gain (loss) recognized in income on derivatives		Gain (loss) recognized in income on derivatives three months ended November 30,
			2015			2014
Foreign forward exchange contract		Interest and foreign exchange	$	(186	)	$	54
Interest rate swap contracts		Interest and foreign exchange		86			56
			$	(100	)	$	110

Derivatives in cash flow hedging relationships	Gain (loss) recognized in OCI on derivatives (effective portion) three months ended November 30,						Location of loss reclassified from accumulated OCI into income	Loss reclassified from accumulated OCI into income (effective portion) three months ended November 30,						Location of gain in income on derivative (ineffective portion and amount excluded from effectiveness testing)	Gain recognized on derivative (ineffective portion and amount excluded from effectiveness testing) three months ended November 30,
	2015			2014				2015			2014				2015		2014
Foreign forward exchange contracts	$	(7,043	)	$	600		Revenue	$	(267	)	$	(8	)	Revenue	$	4,592	$	494
Interest rate swap contracts		(592	)		(1,335	)	Interest and foreign exchange		(445	)		(456	)	Interest and foreign exchange		—		—
	$	(7,635	)	$	(735	)		$	(712	)	$	(464	)		$	4,592	$	494

Note 11 – Segment Information

Greenbrier operates in four reportable segments: Manufacturing; Wheels & Parts; Leasing & Services; and GBW Joint Venture. The results of GBW are included as part of Earnings from unconsolidated affiliates as the Company accounts for its interest in GBW under the equity method of accounting.

The accounting policies of the segments are described in the summary of significant accounting policies in the Consolidated Financial Statements contained in the Company’s 2015 Annual Report on Form 10-K. Performance is evaluated based on Earnings from operations. Corporate includes selling and administrative costs not directly related to goods and services and certain costs that are intertwined among segments due to our integrated business model. The Company does not allocate Interest and foreign exchange or Income tax expense for either external or internal reporting purposes. Intersegment sales and transfers are valued as if the sales or transfers were to third parties. Related revenue and margin are eliminated in consolidation and therefore are not included in consolidated results in the Company’s Consolidated Financial Statements.

The information in the following table is derived directly from the segments’ internal financial reports used for corporate management purposes. The results of operations for the GBW Joint Venture are not reflected in the tables below as the investment is accounted for under the equity method of accounting.

For the three months ended November 30, 2015:

	Revenue								Earnings (loss) from operations
(In thousands)	External		Intersegment			Total			External			Intersegment			Total
Manufacturing	$	698,661	$	—		$	698,661		$	153,704		$	—		$	153,704
Wheels & Parts		78,729		6,816			85,545			3,403			684			4,087
Leasing & Services		24,999		6,709			31,708			9,958			6,709			16,667
Eliminations		—		(13,525	)		(13,525	)		—			(7,393	)		(7,393	)
Corporate		—		—			—			(18,580	)		—			(18,580	)
	$	802,389	$	—		$	802,389		$	148,485		$	—		$	148,485

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THE GREENBRIER COMPANIES, INC.

For the three months ended November 30, 2014:

	Revenue								Earnings (loss) from operations
(In thousands)	External		Intersegment			Total			External			Intersegment			Total
Manufacturing	$	379,949	$	7,420		$	387,369		$	52,051		$	786		$	52,837
Wheels & Parts		86,624		6,911			93,535			7,932			784			8,716
Leasing & Services		28,485		13,184			41,669			11,042			13,184			24,226
Eliminations		—		(27,515	)		(27,515	)		—			(14,754	)		(14,754	)
Corporate		—		—			—			(16,603	)		—			(16,603	)
	$	495,058	$	—		$	495,058		$	54,422		$	—		$	54,422

	Total assets
	November 30,		August 31,
(In thousands)	2015		2015
Manufacturing	$	656,505	$	675,409
Wheels & Parts		302,164		291,798
Leasing & Services		631,699		549,073
Unallocated		303,147		274,232
	$	1,893,515	$	1,790,512

Reconciliation of Earnings from operations to Earnings before income tax and earnings from unconsolidated affiliates:

	Three Months Ended November 30,
(In thousands)	2015		2014
Earnings from operations	$	148,485	$	54,422
Interest and foreign exchange		5,436		3,141
Earnings before income tax and earnings from unconsolidated affiliates	$	143,049	$	51,281

The results of operations for the GBW Joint Venture are accounted for under the equity method of accounting. The GBW Joint Venture is the Company’s fourth reportable segment and information as of November 30, 2015 and August 31, 2015 and for the three months ended November 30, 2015 and 2014 are included in the tables below.

	Three Months Ended November 30,
(In thousands)	2015		2014
Revenue	$	95,982	$	82,542
Earnings from operations	$	2,408	$	258
	Total Assets
	November 30, 2015		August 31, 2015
GBW (1)	$	245,741	$	239,871

⁽¹⁾  Includes goodwill and intangible assets of $96.0 million and $96.9 million as of November 30, 2015 and August 31, 2015.

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THE GREENBRIER COMPANIES, INC.

Note 12 – Commitments and Contingencies

The Company’s Portland, Oregon manufacturing facility is located adjacent to the Willamette River. The Company has entered into a Voluntary Cleanup Agreement with the Oregon Department of Environmental Quality (DEQ) in which the Company agreed to conduct an investigation of whether, and to what extent, past or present operations at the Portland property may have released hazardous substances into the environment.

In December 2000, the U.S. Environmental Protection Agency (EPA) classified portions of the Willamette River bed known as the Portland Harbor, including the portion fronting the Company’s manufacturing facility, as a federal “National Priority List” or “Superfund” site due to sediment contamination (the Portland Harbor Site). The Company and more than 140 other parties have received a “General Notice” of potential liability from the EPA relating to the Portland Harbor Site. The letter advised the Company that it may be liable for the costs of investigation and remediation (which liability may be joint and several with other potentially responsible parties) as well as for natural resource damages resulting from releases of hazardous substances to the site. At this time, ten private and public entities, including the Company (the Lower Willamette Group or LWG), have signed an Administrative Order on Consent (AOC) to perform a remedial investigation/feasibility study (RI/FS) of the Portland Harbor Site under EPA oversight, and several additional entities have not signed such consent, but are nevertheless contributing money to the effort. The EPA-mandated RI/FS is being produced by the LWG and has cost over $110 million during a 15-year period. The Company has agreed to initially bear a percentage of the total costs incurred by the LWG in connection with the investigation. The Company’s aggregate expenditure has not been material during the 15-year period. Some or all of any such outlay may be recoverable from other responsible parties. The EPA expects the investigation to continue until 2017.

Eighty-three parties, including the State of Oregon and the federal government, have entered into a non-judicial mediation process to try to allocate costs associated with the Portland Harbor site. Approximately 110 additional parties have signed tolling agreements related to such allocations. On April 23, 2009, the Company and the other AOC signatories filed suit against 69 other parties due to a possible limitations period for some such claims; Arkema Inc. et al v. A & C Foundry Products, Inc. et al, U.S. District Court, District of Oregon, Case #3:09-cv-453-PK. All but 12 of these parties elected to sign tolling agreements and be dismissed without prejudice, and the case has now been stayed by the court, pending completion of the RI/FS. Although, as described below, the draft feasibility study has been submitted, the RI/FS will not be complete until the EPA approves it, which is not likely to occur until at least 2016.

A draft of the remedial investigation study was submitted by the LWG to the EPA on October 27, 2009. The draft feasibility study was submitted to the EPA on March 30, 2012. That draft feasibility study evaluates several alternative cleanup approaches. The approaches submitted would take from 2 to 28 years with costs ranging from $169 million to $1.8 billion for cleanup of the entire Portland Harbor Site, depending primarily on the selected remedial action levels. The draft feasibility study suggests costs ranging from $9 million to $163 million for cleanup of the area of the Willamette River adjacent to the Company’s Portland, Oregon manufacturing facility, depending primarily on the selected remedial action level. In August 2015, the EPA released its own draft feasibility study that suggests a significantly higher range of site-wide costs (from $790 million to $2.4 billion) and clean-up durations ranging from 4 to 18 years. The EPA study does not break those costs down by sub-area. The EPA is currently revising its draft feasibility study.

Neither draft feasibility study addresses responsibility for the costs of clean-up, allocates such costs among the potentially responsible parties, or defines precise boundaries for the cleanup. Responsibility for funding and implementing the EPA’s selected cleanup will be determined after the issuance of the Record of Decision, currently scheduled by the EPA for 2017. Based on the investigation to date, the Company believes that it did not contribute in any material way to contamination in the river sediments or the damage of natural resources in the Portland Harbor Site and that the damage in the area of the Portland Harbor Site adjacent to its property precedes its ownership of the Portland, Oregon manufacturing facility. Because these environmental investigations are still underway, sufficient information is currently not available to determine the Company’s liability, if any, for the cost of any required remediation or restoration of the Portland Harbor Site or to estimate a range of potential loss. Based on the results of the pending investigations and future assessments of natural resource damages, the Company may be required to incur costs associated with additional phases of investigation or remedial action, and may be liable for damages to natural resources. In addition, the Company may be required to perform periodic maintenance

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THE GREENBRIER COMPANIES, INC.

dredging in order to continue to launch vessels from its launch ways in Portland, Oregon, on the Willamette River, and the river’s classification as a Superfund site could result in some limitations on future dredging and launch activities. Any of these matters could adversely affect the Company’s business and Consolidated Financial Statements, or the value of its Portland property.

The Company has also signed an Order on Consent with the DEQ to finalize the investigation of potential onsite sources of contamination that may have a release pathway to the Willamette River. Interim precautionary measures are also required in the order and the Company is currently discussing with the DEQ potential remedial actions which may be required. Our aggregate expenditure has not been material, however the Company could incur significant expenses for remediation. Some or all of any such outlay may be recoverable from other responsible parties.

From time to time, Greenbrier is involved as a defendant in litigation in the ordinary course of business, the outcome of which cannot be predicted with certainty. While the ultimate outcome of such legal proceedings cannot be determined at this time, management believes that the resolution of these actions will not have a material adverse effect on the Company’s Consolidated Financial Statements.

In accordance with customary business practices in Europe, the Company has $3.8 million in third party warranty guarantee facilities. To date no amounts have been drawn under these guarantee facilities.

As of November 30, 2015, the Mexican joint venture had $3.0 million of third party debt outstanding, for which the Company and its joint venture partner had each guaranteed approximately $1.5 million.

As of November 30, 2015, the Company had outstanding letters of credit aggregating $80.1 million associated with performance guarantees, facility leases and workers compensation insurance.

The Company made $0.6 million in cash contributions and $1.25 million in loans to GBW, an unconsolidated 50/50 joint venture with Watco, for the three months ended November 30, 2015. The Company expects to loan additional amounts of approximately $3.75 million during 2016. The Company is likely to make additional capital contributions or loans to GBW in the future. As of November 30, 2015, the Company had a $32.7 million note receivable balance from GBW which is included on the Consolidated Balance Sheet in Accounts receivable, net.

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THE GREENBRIER COMPANIES, INC.

Note 13 – Fair Value Measures

Certain assets and liabilities are reported at fair value on either a recurring or nonrecurring basis. Fair value, for this disclosure, is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, under a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

Level 1 —	observable inputs such as unadjusted quoted prices in active markets for identical instruments;
Level 2 —	inputs, other than the quoted market prices in active markets for similar instruments, which are observable, either directly or indirectly; and
Level 3 —	unobservable inputs for which there is little or no market data available, which require the reporting entity to develop its own assumptions.

Assets and liabilities measured at fair value on a recurring basis as of November 30, 2015 were:

(In thousands)	Total		Level 1		Level 2 (1)		Level 3
Assets:
Derivative financial instruments	$	6,996	$	—	$	6,996	$	—
Nonqualified savings plan investments		13,481		13,481		—		—
Cash equivalents		5,074		5,074		—		—
	$	25,551	$	18,555	$	6,996	$	—
Liabilities:
Derivative financial instruments	$	9,835	$	—	$	9,835	$	—

(1) Level 2 assets and liabilities include derivative financial instruments that are valued based on observable inputs. See Note 10 Derivative Instruments for further discussion.

Assets and liabilities measured at fair value on a recurring basis as of August 31, 2015 were:

(In thousands)	Total		Level 1		Level 2		Level 3
Assets:
Derivative financial instruments	$	1,913	$	—	$	1,913	$	—
Nonqualified savings plan investments		11,815		11,815		—		—
Cash equivalents		5,071		5,071		—		—
	$	18,799	$	16,886	$	1,913	$	—
Liabilities:
Derivative financial instruments	$	3,206	$	—	$	3,206	$	—

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THE GREENBRIER COMPANIES, INC.

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 Greenbrier Rail Services 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 Europe Holdings B.V.; Greenbrier International Holdings II, LLC; 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.; 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 do Brasil Participações Ltda; Greenbrier Tank Components, LLC; Gunderson-GIMSA S.A. de C.V.; Greenbrier; S.A. de C.V.; Greenbrier Industries, 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, 2015 and August 31, 2015, for the three months ended November 30, 2015 and 2014. 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.

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THE GREENBRIER COMPANIES, INC.

The Greenbrier Companies, Inc.

Condensed Consolidating Balance Sheet

November 30, 2015

(In thousands, unaudited)

	Parent		Combined Guarantor Subsidiaries		Combined Non- Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Cash and cash equivalents	$	46,071	$	2,528	$	149,034	$	—		$	197,633
Restricted cash		—		2,914		6,904		—			9,818
Accounts receivable, net		7,366		420,870		40,725		(231,748	)		237,213
Inventories		—		256,401		199,708		(12,086	)		444,023
Leased railcars for syndication		—		242,050		—		(3,139	)		238,911
Equipment on operating leases, net		—		252,559		2,698		(2,616	)		252,641
Property, plant and equipment, net		8,520		102,437		196,239		—			307,196
Investment in unconsolidated affiliates		1,283,522		171,405		20,356		(1,388,625	)		86,658
Intangibles and other assets, net		20,626		51,211		15,944		(11,624	)		76,157
Goodwill		—		43,265		—		—			43,265
	$	1,366,105	$	1,545,640	$	631,608	$	(1,649,838	)	$	1,893,515
Liabilities and Equity
Revolving notes	$	162,000	$	—	$	1,888	$	—		$	163,888
Accounts payable and accrued liabilities		275,274		204,526		184,587		(279,717	)		384,670
Deferred income taxes		22,972		61,968		—		(21,457	)		63,483
Deferred revenue		—		37,577		—		4,774			42,351
Notes payable		133,914		189,661		1,093		—			324,668
Total equity—Greenbrier		771,945		1,051,908		301,839		(1,353,747	)		771,945
Noncontrolling interest		—		—		142,201		309			142,510
Total equity		771,945		1,051,908		444,040		(1,353,438	)		914,455
	$	1,366,105	$	1,545,640	$	631,608	$	(1,649,838	)	$	1,893,515

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THE GREENBRIER COMPANIES, INC.

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Income

For the three months ended November 30, 2015

(In thousands, unaudited)

	Parent			Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenue
Manufacturing	$	5,143		$	371,845		$	511,992		$	(190,319	)	$	698,661
Wheels & Parts		—			79,081			—			(352	)		78,729
Leasing & Services		844			24,182			—			(27	)		24,999
		5,987			475,108			511,992			(190,698	)		802,389
Cost of revenue
Manufacturing		—			297,538			425,466			(189,971	)		533,033
Wheels & Parts		—			73,342			—			(340	)		73,002
Leasing & Services		—			11,613			—			(24	)		11,589
		—			382,493			425,466			(190,335	)		617,624
Margin		5,987			92,615			86,526			(363	)		184,765
Selling and administrative		16,415			9,086			10,923			125			36,549
Net gain on disposition of equipment		—			(156	)		1			(114	)		(269	)
Earnings (loss) from operations		(10,428	)		83,685			75,602			(374	)		148,485
Other costs
Interest and foreign exchange		3,234			1,373			829			—			5,436
Earnings (loss) before income taxes and earnings (loss) from unconsolidated affiliates		(13,662	)		82,312			74,773			(374	)		143,049
Income tax (expense) benefit		(4,743	)		(27,320	)		(12,583	)		(73	)		(44,719	)
Earnings (loss) before earnings (loss) from unconsolidated affiliates		(18,405	)		54,992			62,190			(447	)		98,330
Earnings (loss) from unconsolidated affiliates		87,838			1,974			(362	)		(89,067	)		383
Net earnings (loss)		69,433			56,966			61,828			(89,514	)		98,713
Net (earnings) loss attributable to noncontrolling interest		—			—			(29,542	)		262			(29,280	)
Net earnings (loss) attributable to Greenbrier	$	69,433		$	56,966		$	32,286		$	(89,252	)	$	69,433

24

THE GREENBRIER COMPANIES, INC.

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Comprehensive Income (Loss)

For the three months ended November 30, 2015

(In thousands, unaudited)

(In thousands)	Parent		Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net earnings (loss)	$	69,433	$	56,966		$	61,828		$	(89,514	)	$	98,713
Other comprehensive income (loss)
Translation adjustment		—		—			(3,967	)		—			(3,967	)
Reclassification of derivative financial instruments recognized in net earnings (loss)		—		276			216			—			492
Unrealized loss on derivative financial instruments		68		(366	)		(5,754	)		—			(6,052	)
		68		(90	)		(9,505	)		—			(9,527	)
Comprehensive income (loss)		69,501		56,876			52,323			(89,514	)		89,186
Comprehensive (income) loss attributable to noncontrolling interest		—		—			(29,469	)		262			(29,207	)
Comprehensive income (loss) attributable to Greenbrier	$	69,501	$	56,876		$	22,854		$	(89,252	)	$	59,979

25

THE GREENBRIER COMPANIES, INC.

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Cash Flows

For the three months ended November 30, 2015

(In thousands, unaudited)

(In thousands)	Parent			Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net earnings (loss)	$	69,433		$	56,966		$	61,828		$	(89,514	)	$	98,713
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:
Deferred income taxes		23,557			(10,358	)		(1,053	)		(9,127	)		3,019
Depreciation and amortization		656			7,151			5,191			(24	)		12,974
Net gain on disposition of equipment		—			(156	)		1			(114	)		(269	)
Stock based compensation expense		5,301			—			—			—			5,301
Noncontrolling interest adjustment		—			—			—			262			262
Other		—			103			534			—			637
Decrease (increase) in assets:
Accounts receivable, net		42,106			200,971			(30,333	)		(253,633	)		(40,889	)
Inventories		—			(64,776	)		56,125			8,377			(274	)
Leased railcars for syndication		—			(52,932	)		—			(8,127	)		(61,059	)
Other		(823	)		(3,086	)		(17,324	)		17,655			(3,578	)
Increase (decrease) in liabilities:
Accounts payable and accrued liabilities		(226,275	)		(78,626	)		(22,257	)		249,553			(77,605	)
Deferred revenue		—			(723	)		—			—			(723	)
Net cash provided by (used in) operating activities		(86,045	)		54,534			52,712			(84,692	)		(63,491	)
Cash flows from investing activities:
Proceeds from sales of assets		—			41,353			—			—			41,353
Capital expenditures		(774	)		(3,668	)		(11,153	)		—			(15,595	)
Decrease (increase) in restricted cash		—			(948	)		(1	)		—			(949	)
Cash distribution from unconsolidated affiliates		616			—			—			—			616
Investment in and net advances to unconsolidated affiliates		(85,213	)		(1,345	)		—			84,692			(1,866	)
Net cash provided by (used in) investing activities		(85,371	)		35,392			(11,154	)		84,692			23,559
Cash flows from financing activities:
Net changes in revolving notes with maturities of 90 days or less		113,000			—			—			—			113,000
Repayments of notes payable		—			(1,761	)		—			—			(1,761	)
Debt issuance costs		(4,493	)		—			—			—			(4,493	)
Cash distribution to joint venture partner		—			—			(17,654	)					(17,654	)
Intercompany advances		72,857			(85,925	)		13,068			—			—
Repurchase of stock		(20,203	)		—			—			—			(20,203	)
Dividends		(105	)		—			—			—			(105	)
Excess tax benefit from restricted stock awards		2,827			—			—			—			2,827
Other		—			—			(6	)		—			(6	)
Net cash provided by (used in) financing activities		163,883			(87,686	)		(4,592	)		—			71,605
Effect of exchange rate changes		69			169			(7,208	)		—			(6,970	)
Increase (decrease) in cash and cash equivalents		(7,464	)		2,409			29,758			—			24,703
Cash and cash equivalents
Beginning of period		53,535			119			119,276			—			172,930
End of period	$	46,071		$	2,528		$	149,034		$	—		$	197,633

26

THE GREENBRIER COMPANIES, INC.

The Greenbrier Companies, Inc.

Condensed Consolidating Balance Sheet

August 31, 2015

(In thousands)

	Parent		Combined Guarantor Subsidiaries		Combined Non- Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Cash and cash equivalents	$	53,535	$	119	$	119,276	$	—		$	172,930
Restricted cash		—		1,966		6,903		—			8,869
Accounts receivable, net		49,471		535,916		24,415		(413,773	)		196,029
Inventories		—		191,625		257,619		(3,709	)		445,535
Leased railcars for syndication		—		228,646		—		(16,112	)		212,534
Equipment on operating leases, net		—		255,130		2,901		(2,640	)		255,391
Property, plant and equipment, net		8,402		102,738		191,995		—			303,135
Investment in unconsolidated affiliates		1,209,698		169,659		21,369		(1,313,456	)		87,270
Intangibles and other assets, net		15,895		46,387		14,235		(10,963	)		65,554
Goodwill		—		43,265		—		—			43,265
	$	1,337,001	$	1,575,451	$	638,713	$	(1,760,653	)	$	1,790,512
Liabilities and Equity
Revolving notes	$	49,000	$	—	$	1,888	$	—		$	50,888
Accounts payable and accrued liabilities		421,249		282,662		208,538		(457,236	)		455,213
Deferred income taxes		—		72,326		—		(11,669	)		60,657
Deferred revenue		—		33,792		—		44			33,836
Notes payable		133,914		191,422		1,093		—			326,429
Total equity Greenbrier		732,838		995,249		296,852		(1,292,101	)		732,838
Noncontrolling interest		—		—		130,342		309			130,651
Total equity		732,838		995,249		427,194		(1,291,792	)		863,489
	$	1,337,001	$	1,575,451	$	638,713	$	(1,760,653	)	$	1,790,512

27

THE GREENBRIER COMPANIES, INC.

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

28

THE GREENBRIER COMPANIES, INC.

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

29

THE GREENBRIER COMPANIES, INC.

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

30

THE GREENBRIER COMPANIES, INC.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Executive Summary

We operate in four reportable segments: Manufacturing; Wheels & Parts; Leasing & Services; and GBW Joint Venture. Our segments are operationally integrated. The Manufacturing segment, operating from facilities in the United States, Mexico and Poland, produces double-stack intermodal railcars, tank cars, conventional railcars, automotive railcar products and marine vessels. The Wheels & Parts segment performs wheel and axle servicing, as well as production of a variety of parts for the railroad industry in North America. The Leasing & Services segment owns approximately 12,200 railcars (6,300 railcars held as equipment on operating leases, 5,300 held as leased railcars for syndication and 600 held as finished goods inventory) and provides management services for approximately 264,000 railcars for railroads, shippers, carriers, institutional investors and other leasing and transportation companies in North America. The GBW Joint Venture segment provides repair services at over 30 locations across North America, including more than 10 tank car repair and maintenance facilities certified by the Association of American Railroads (AAR). The results of these operations were included as part of Earnings (loss) from unconsolidated affiliates as we account for our interest in GBW under the equity method of accounting. We also produce rail castings and tank heads through unconsolidated joint ventures and have a 19.5% ownership stake in a railcar manufacturer in Brazil with an option to acquire an additional 40.5% ownership interest, which can be exercised no later than December 30, 2017.

Our total manufacturing backlog of railcar units as of November 30, 2015 was approximately 36,000 units with an estimated value of $4.14 billion, of which 31,300 units with a value of $3.73 billion are for direct sales and 4,700 units with a value of $0.41 billion are intended for syndications to third parties with a lease attached. Backlog as of November 30, 2014 was 41,200 units with an estimated value of $4.20 billion. No orders in our November 30, 2015 backlog are intended to be placed into our owned lease fleet. Multi-year supply agreements are a part of rail industry practice. A portion of the orders included in backlog reflects an assumed product mix. Under terms of the orders, the exact mix will be determined in the future, which may impact the dollar amount of backlog. Marine backlog as of November 30, 2015 was $36 million compared to $100 million as of November 30, 2014.

Our backlog of railcar units and marine vessels is not necessarily indicative of future results of operations. Certain orders in backlog are subject to customary documentation and completion of terms. Customer orders contain terms and conditions customary in the industry. Customers may attempt to cancel or modify orders in backlog. In most cases, little variation has been experienced between the quantity ordered and the quantity actually delivered, though the timing of deliveries may be modified from time to time.

In September 2015, we purchased a portfolio of 3,885 railcars from a related party. We intend to sell the railcars and underlying attached leases to third parties in the short-term and therefore have classified these railcars as Leased railcars for syndication on our Consolidated Balance Sheet.

31

THE GREENBRIER COMPANIES, INC.

Three Months Ended November 30, 2015 Compared to Three Months Ended November 30, 2014

Overview

Revenue, cost of revenue, margin and operating profit presented below, include amounts from external parties and exclude intersegment activity that is eliminated in consolidation.

(In thousands)	Three Months Ended November 30,
	2015			2014
Revenue:
Manufacturing	$	698,661		$	379,949
Wheels & Parts		78,729			86,624
Leasing & Services		24,999			28,485
		802,389			495,058
Cost of revenue:
Manufacturing		533,033			316,037
Wheels & Parts		73,002			76,872
Leasing & Services		11,589			14,081
		617,624			406,990
Margin:
Manufacturing		165,628			63,912
Wheels & Parts		5,727			9,752
Leasing & Services		13,410			14,404
		184,765			88,068
Selling and administrative		36,549			33,729
Net gain on disposition of equipment		(269	)		(83	)
Earnings from operations		148,485			54,422
Interest and foreign exchange		5,436			3,141
Earnings before income taxes and earnings from unconsolidated affiliates		143,049			51,281
Income tax expense		(44,719	)		(16,054	)
Earnings before earnings from unconsolidated affiliates		98,330			35,227
Earnings from unconsolidated affiliates		383			755
Net earnings		98,713			35,982
Net earnings attributable to noncontrolling interest		(29,280	)		(3,196	)
Net earnings attributable to Greenbrier	$	69,433		$	32,786
Diluted earnings per common share	$	2.15		$	1.01

Performance for our segments is evaluated based on operating profit. Corporate includes selling and administrative costs not directly related to goods and services and certain costs that are intertwined among segments due to our integrated business model. Management does not allocate Interest and foreign exchange or Income tax expense for either external or internal reporting purposes.

(In thousands)	Three Months Ended November 30,
	2015			2014
Operating profit (loss):
Manufacturing	$	153,704		$	52,051
Wheels & Parts		3,403			7,932
Leasing & Services		9,958			11,042
Corporate		(18,580	)		(16,603	)
	$	148,485		$	54,422

32

THE GREENBRIER COMPANIES, INC.

Consolidated Results

(In thousands)	Three Months Ended November 30,						Increase (Decrease)			% Change
	2015			2014
Revenue	$	802,389		$	495,058		$	307,331			62.1	%
Cost of revenue	$	617,624		$	406,990		$	210,634			51.8	%
Margin (%)		23.0	%		17.8	%		5.2	%		*
Net earnings attributable to Greenbrier	$	69,433		$	32,786		$	36,647			111.8	%

* Not meaningful

Through our integrated business model, we provide a broad range of custom products and services in each of our segments, which have various average selling prices and margins. The demand for and mix of products and services delivered changes from period to period which causes fluctuations in our results of operations.

The 62.1% increase in revenue for the three months ended November 30, 2015 as compared to the three months ended November 30, 2014 was primarily due to an 83.9% increase in Manufacturing revenue. The increase in Manufacturing revenue was primarily due to a 73% increase in the volume of deliveries with a mix that had a higher average selling price. These higher deliveries were in response to strong demand in the freight car market. This was partially offset by a 9.1% decrease in Wheels & Parts revenue which was primarily a result of lower wheel set and component volumes due to a decrease in demand and a decrease in scrap metal pricing. In addition, the increase in Manufacturing revenue was partially offset by a 12.2% decrease in Leasing & Services revenue which was the result of the prior year including a sale of railcars that we purchased from a third party.

The 51.8% increase in cost of revenue for the three months ended November 30, 2015 as compared to the three months ended November 30, 2014 was due to a 68.7% increase in Manufacturing cost of revenue. The increase in Manufacturing cost of revenue was due to an increase of 73% in the volume of railcar deliveries with a mix that had a higher average labor and material content. This was partially offset by improved production efficiencies. The increase in Manufacturing cost of revenue was partially offset by a 5.0% decrease in Wheels & Parts cost of revenue primarily due to lower wheel set, component and parts costs associated with decreased volumes. In addition, the increase in Manufacturing cost of revenue was partially offset by a 17.7% decrease in Leasing & Services cost of revenue primarily due to the prior year including costs associated with a sale of railcars that we purchased from a third party.

Margin as a percentage of revenue was 23.0% and 17.8% for the three months ended November 30, 2015 and 2014, respectively. The overall 5.2% increase in margin percentage was due to an increase in Manufacturing and Leasing & Services margin. Manufacturing margin increased to 23.7% from 16.8% primarily due to favorable pricing and improved production efficiencies. Leasing & Services margin increased to 53.6% from 50.6% primarily as a result of a higher average volume of rent-producing leased railcars for syndication in the current year and the prior year including a sale of railcars purchased from a third party which had a lower margin percentage. These were partially offset by a decrease in Wheels & Parts margin to 7.3% from 11.3% which was primarily the result of lower wheel set and component volumes and a decrease in scrap metal pricing.

The $36.6 million increase in net earnings for the three months ended November 30, 2015 as compared to the three months ended November 30, 2014 was primarily attributable to an increase in margin.

33

THE GREENBRIER COMPANIES, INC.

Manufacturing Segment

(In thousands)	Three Months Ended November 30,						Increase (Decrease)			% Change
	2015			2014
Revenue	$	698,661		$	379,949		$	318,712			83.9	%
Cost of revenue	$	533,033		$	316,037		$	216,996			68.7	%
Margin (%)		23.7	%		16.8	%		6.9	%		*
Operating profit ($)	$	153,704		$	52,051		$	101,653			195.3	%
Operating profit (%)		22.0	%		13.7	%		8.3	%		*
Deliveries		6,900			4,000			2,900			72.5	%

* Not meaningful

Manufacturing revenue was $698.7 million and $379.9 million for the three months ended November 30, 2015 and 2014, respectively. Manufacturing revenue increased $318.7 million or 83.9% primarily due to a 73% increase in the volume of deliveries with a mix which had a higher average selling price as compared to the prior comparable period as a result of favorable pricing and a change in product mix. These higher deliveries were in response to strong demand in the freight car market.

Manufacturing cost of revenue was $533.0 million and $316.0 million for the three months ended November 30, 2015 and 2014, respectively. Cost of revenue increased $217.0 million or 68.7% due to an increase of 73% in the volume of railcar deliveries with a mix which had a higher average labor and material content. This was partially offset by improved production efficiencies.

Manufacturing margin as a percentage of revenue for the three months ended November 30, 2015 was 23.7% compared to 16.8% for the three months ended November 30, 2014. The 6.9% increase in margin was primarily due to favorable pricing and improved production efficiencies.

Manufacturing operating profit was $153.7 million or 22.0% of revenue for the three months ended November 30, 2015 and $52.1 million or 13.7% of revenue for the three months ended November 30, 2014. The $101.7 million or 195.3% increase in operating profit was primarily attributed to an increase in margin.

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THE GREENBRIER COMPANIES, INC.

Wheels & Parts Segment

(In thousands)	Three Months Ended November 30,						Increase (Decrease)			% Change
	2015			2014
Revenue	$	78,729		$	86,624		$	(7,895	)		(9.1	%)
Cost of revenue	$	73,002		$	76,872		$	(3,870	)		(5.0	%)
Margin (%)		7.3	%		11.3	%		(4.0	%)		*
Operating profit ($)	$	3,403		$	7,932		$	(4,529	)		(57.1	%)
Operating profit (%)		4.3	%		9.2	%		(4.9	%)		*

* Not meaningful

Wheels & Parts revenue was $78.7 million and $86.6 million for the three months ended November 30, 2015 and 2014, respectively. The $7.9 million or 9.1% decrease in revenue was primarily a result of lower wheel set, component and parts volumes due to a decrease in demand and a decrease in scrap metal pricing.

Wheels & Parts cost of revenue was $73.0 million and $76.9 million for the three months ended November 30, 2015 and 2014, respectively. Cost of revenue decreased $3.9 million or 5.0% primarily due to lower wheel set, component and parts costs associated with decreased volumes.

Wheels & Parts margin as a percentage of revenue for the three months ended November 30, 2015 was 7.3% compared to 11.3% for the three months ended November 30, 2014. The decrease in margin was due to lower wheel set and component volumes and a decrease in scrap metal pricing. These were partially offset by a more favorable parts product mix.

Wheels & Parts operating profit was $3.4 million or 4.3% of revenue for the three months ended November 30, 2015 and $7.9 million or 9.2% of revenue for the three months ended November 30, 2014. The $4.5 million or 57.1% decrease in operating profit was primarily attributed to a decrease in margin.

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THE GREENBRIER COMPANIES, INC.

Leasing & Services Segment

(In thousands)	Three Months Ended November 30,						Increase (Decrease)			% Change
	2015			2014
Revenue	$	24,999		$	28,485		$	(3,486	)		(12.2	%)
Cost of revenue	$	11,589		$	14,081		$	(2,492	)		(17.7	%)
Margin (%)		53.6	%		50.6	%		3.0	%		*
Operating profit ($)	$	9,958		$	11,042		$	(1,084	)		(9.8	%)
Operating profit (%)		39.8	%		38.8	%		1.0	%		*

* Not meaningful

Leasing & Services revenue was $25.0 million and $28.5 million for the three months ended November 30, 2015 and 2014, respectively. The $3.5 million or 12.2% decrease in revenue was primarily the result of the prior year including a sale of railcars that we purchased from a third party. These railcars were not manufactured by our company, but rather purchased from a third party with a lease attached, with the intent to resell them. The gross proceeds from the sale of these railcars with leases attached were recorded as revenue and the cost of purchasing these railcars from a third party was recorded in cost of sales in the prior year. The decrease in revenue was partially offset by higher average volume of rent-producing leased railcars for syndication, which are held short term and classified as Leased railcars for syndication on our Consolidated Balance Sheet.

Leasing & Services cost of revenue was $11.6 million and $14.1 million for the three months ended November 30, 2015 and 2014, respectively. Cost of revenue decreased $2.5 million or 17.7% primarily due to the prior year including costs associated with the sale of railcars that we purchased from a third party. This was partially offset by higher transportation costs.

Leasing & Services margin as a percentage of revenue for the three months ended November 30, 2015 was 53.6% compared to 50.6% for the three months ended November 30, 2014. The 3.0% increase was primarily the result of a higher average volume of rent-producing leased railcars for syndication. In addition the increase was attributed to the prior year including a lower margin percentage on the syndication of railcars purchased from a third party.

Leasing & Services operating profit was $10.0 million or 39.8% of revenue for the three months ended November 30, 2015 and $11.0 million or 38.8% of revenue for the three months ended November 30, 2014. The $1.1 million or 9.8% decrease in operating profit was primarily attributed to a decrease in margin.

The percentage of owned units on lease at November 30, 2015 was 89.0% compared to 98.1% at November 30, 2014.

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THE GREENBRIER COMPANIES, INC.

GBW Joint Venture Segment

GBW, an unconsolidated 50/50 joint venture, generated total revenue of $96.0 million and $82.5 million for the three months ended November 30, 2015 and 2014, respectively. The increase in revenue of $13.5 million was primarily due to a favorable change in mix, an increase in volume and favorable pricing.

GBW margin as a percentage of revenue for the three months ended November 30, 2015 was 9.2% compared to 6.0% for the three months ended November 30, 2014. The increase was primarily attributed to an increase in efficiencies in the current year. In addition, the prior year included integration and startup costs.

To reflect our 50% share of GBW’s results, we recorded earnings of $0.9 million and $0.4 million in Earnings from unconsolidated affiliates for the three months ended November 30, 2015 and 2014, respectively.

Selling and Administrative Expense

(In thousands)	Three Months Ended November 30,				Increase (Decrease)		% Change
	2015		2014
Selling and administrative expense	$	36,549	$	33,729	$	2,820		8.4	%

Selling and administrative expense was $36.5 million or 4.6% of revenue for the three months ended November 30, 2015 compared to $33.7 million or 6.8% of revenue for the prior comparable period. The $2.8 million increase was primarily attributed to a $5.1 million increase in employee-related costs including long-term and short-term incentive compensation and additional headcount based on current levels of activity. This was partially offset by the prior year including $1.9 million in legal, accounting and consulting costs associated with the previously disclosed investigation at our Concarril manufacturing facility.

Net Gain on Disposition of Equipment

Net gain on disposition of equipment was $0.3 million for the three months ended November 30, 2015, compared to $0.1 million for the prior comparable period. Assets from our lease fleet are periodically sold in the normal course of business in order to take advantage of market conditions and to manage risk and liquidity. All of the current year’s gain and prior year’s gain was realized on the disposition of leased assets.

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THE GREENBRIER COMPANIES, INC.

Other Costs

Interest and foreign exchange expense was composed of the following:

(In thousands)	Three Months Ended November 30,					Increase
	2015		2014			(Decrease)
Interest and foreign exchange:
Interest and other expense	$	4,858	$	4,800		$	58
Foreign exchange (gain) loss		578		(1,659	)		2,237
	$	5,436	$	3,141		$	2,295

The $2.3 million increase in interest and foreign exchange expense from the prior comparable period was primarily attributed to a foreign exchange loss for the three months ended November 30, 2015 compared to a foreign exchange gain for the three months ended November 30, 2014. The change in foreign exchange (gain) loss was primarily attributed to the change in the Mexican Peso relative to the U.S. Dollar. The three months ended November 30, 2015 also included the write off of debt issuance costs associated with the replacement of our $290.0 million revolving line of credit with our new $550.0 million line of credit in October 2015. These were partially offset by a decrease in interest expense as a result of lower average borrowings as compared to the prior year.

Income Tax

The tax rate for both the three months ended November 30, 2015 and 2014 was 31.3%. The current year includes the impact of discrete items which increased the tax rate during the quarter from the projected tax rate.

The tax rate can fluctuate period-to-period due to changes in the projected mix of foreign and domestic pre-tax earnings and due to discrete tax items booked within the interim period. It can also fluctuate with changes in the proportion of projected pre-tax earnings attributable to our Mexican railcar manufacturing joint venture because the joint venture is predominantly treated as a partnership for tax purposes and, as a result, the partnership’s entire pre-tax earnings are included in Earnings before income taxes and earnings from unconsolidated affiliates, whereas only our 50% share of the tax is included in Income tax expense.

Earnings From Unconsolidated Affiliates

Earnings from unconsolidated affiliates was $0.4 million and $0.8 million for the three months ended November 30, 2015 and 2014, respectively. Earnings from unconsolidated affiliates primarily included our share of after-tax results from our castings joint venture and our share of after-tax results from our GBW Joint Venture including eliminations associated with GBW transactions with other Greenbrier entities. In addition, the three months ended November 30, 2015 included our share of after-tax results from our 19.5% ownership stake in a railcar manufacturer in Brazil.

Noncontrolling Interest

Net earnings attributable to noncontrolling interest was $29.3 million for the three months ended November 30, 2015 compared to $3.2 million in the prior comparable period. These amounts primarily represent our joint venture partner’s share in the results of operations of our Mexican railcar manufacturing joint venture, adjusted for intercompany sales. The increase of $26.1 million from the prior year is primarily a result of the joint venture operating at higher production rates and margins.

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THE GREENBRIER COMPANIES, INC.

Liquidity and Capital Resources

(In thousands)	Three Months Ended November 30,
	2015			2014
Net cash used in operating activities	$	(63,491	)	$	(53,830	)
Net cash provided by (used in) investing activities		23,559			(31,771	)
Net cash provided by financing activities		71,605			21,653
Effect of exchange rate changes		(6,970	)		(2,010	)
Net increase (decrease) in cash and cash equivalents	$	24,703		$	(65,958	)

We have been financed through cash generated from operations and borrowings. At November 30, 2015, cash and cash equivalents were $197.6 million, an increase of $24.7 million from $172.9 million at August 31, 2015.

Cash used in operating activities was $63.5 million for the three months ended November 30, 2015 compared to $53.8 million for the three months ended November 30, 2014. The change from the prior year was primarily due to higher earnings, a change in working capital needs and an increase in leased railcars for syndication.

Cash provided by and used in investing activities primarily related to capital expenditures net of proceeds from the sale of assets. Cash provided by investing activities for the three months ended November 30, 2015 was $23.6 million compared to cash used in investing activities of $31.8 million for the three months ended November 30, 2014.

Capital expenditures totaled $15.6 million and $31.3 million for the three months ended November 30, 2015 and 2014. Proceeds from the sale of assets, which primarily related to sales of railcars from our lease fleet within Leasing & Services, were approximately $41.4 million and $2.1 million for the three months ended November 30, 2015 and 2014. Proceeds from the sale of assets for the three months ended November 30, 2015 included approximately $31.6 million of equipment that was transferred from Leased railcars for syndication to Equipment on operating leases, net and sold pursuant to a sale and leaseback.

Approximately $13.4 million and $21.5 million of capital expenditures for the three months ended November 30, 2015 and 2014 were attributable to Manufacturing operations. Capital expenditures for Manufacturing are expected to be approximately $55.0 million in 2016 and primarily relate to maintenance and enhancements of our existing manufacturing facilities.

Approximately $1.2 million and $8.0 million of capital expenditures for the three months ended November 30, 2015 and 2014 were attributable to Leasing & Services operations and corporate. Leasing & Services and corporate capital expenditures for 2016 are expected to be approximately $30.0 million. Proceeds from sales of leased railcar equipment are expected to be approximately $85.0 million for 2016. Assets from our lease fleet are periodically sold in the normal course of business in order to take advantage of market conditions and to manage risk and liquidity.

Wheels & Parts capital expenditures for the three months ended November 30, 2015 and 2014 were $1.0 million and $1.8 million and are expected to be approximately $9.0 million in 2016 for maintenance and enhancements of our existing facilities.

Cash provided by financing activities was $71.6 million for the three months ended November 30, 2015 compared to $21.7 million for the three months ended November 30, 2014. The change in cash provided by financing activities was primarily attributed to an increase in proceeds from debt, net of repayments.

A quarterly dividend of $0.20 per share was declared on January 6, 2016.

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THE GREENBRIER COMPANIES, INC.

Since October 2013, the Board of Directors has authorized our company to repurchase in aggregate up to $225 million of our common stock. During the three months ended November 30, 2015 and 2014, we purchased a total of 521,626 and 378,695 shares for approximately $19.1 million and $23.1 million, respectively. As of November 30, 2015 we had cumulatively repurchased 2,673,165 shares for approximately $123.7 million and had $101.3 million available under the share repurchase program.

Senior secured credit facilities, consisting of three components, aggregated to $625.1 million as of November 30, 2015. We had an aggregate of $289.7 million available to draw down under committed credit facilities as of November 30, 2015. This amount consists of $216.5 million available on the North American credit facility, $15.1 million on the European credit facilities and $58.1 million on the Mexican joint venture credit facilities.

As of November 30, 2015, a $550.0 million revolving line of credit secured by substantially all of our assets in the U.S. not otherwise pledged as security for term loans, maturing October 2020, was available to provide working capital and interim financing of equipment, principally for the U.S. and Mexican operations. Advances under this facility bear interest at LIBOR plus 1.75% or Prime plus 0.75% depending on the type of borrowing. Available borrowings under the credit facility are generally based on defined levels of inventory, receivables, property, plant and equipment and leased equipment, as well as total debt to consolidated capitalization and fixed charges coverage ratios.

As of November 30, 2015, lines of credit totaling $15.1 million secured by certain of our European assets, with various variable rates that range from Warsaw Interbank Offered Rate (WIBOR) plus 1.2% to WIBOR plus 1.3%, were available for working capital needs of the European manufacturing operation. European credit facilities are continually being renewed. Currently these European credit facilities have maturities that range from February 2016 through June 2017.

As of November 30, 2015 our Mexican joint venture had three lines of credit totaling $60.0 million. The first line of credit provides up to $10.0 million and is secured by certain of the joint venture’s accounts receivable and inventory. Advances under this facility bear interest at LIBOR plus 2.5%. The Mexican joint venture will be able to draw amounts available under this facility through June 2016. The second line of credit provides up to $30.0 million and is fully guaranteed by us and our joint venture partner. Advances under this facility bear interest at LIBOR plus 2.0%. The Mexican joint venture will be able to draw against this facility through January 2019. The third line of credit provides up to $20.0 million, of which we and our joint venture partner have each guaranteed 50%. Advances under this facility bear interest at LIBOR plus 2.0%. The Mexican joint venture will be able to draw amounts available under this facility through August 2017.

As of November 30, 2015, outstanding commitments under the senior secured credit facilities consisted of $80.1 million in letters of credit and $162.0 million in revolving notes under the North American credit facility and $1.9 million outstanding in revolving notes under the Mexican joint venture credit facilities.

The revolving and operating lines of credit, along with notes payable, contain covenants with respect to us and our various subsidiaries, the most restrictive of which, among other things, limit our ability to: incur additional indebtedness or guarantees; pay dividends or repurchase stock; enter into sale leaseback transactions; create liens; sell assets; engage in transactions with affiliates, including joint ventures and non U.S. subsidiaries, including but not limited to loans, advances, equity investments and guarantees; enter into mergers, consolidations or sales of substantially all our assets; and enter into new lines of business. The covenants also require certain maximum ratios of debt to total capitalization and minimum levels of fixed charges (interest plus rent) coverage.

We may from time to time seek to repurchase or otherwise retire or exchange securities, including outstanding borrowings and equity securities, and take other steps to reduce our debt or otherwise improve our balance sheet. These actions may include open market repurchases, unsolicited or solicited privately negotiated transactions or other retirements, repurchases or exchanges. Such repurchases or exchanges, if any, will depend on a number of factors, including, but not limited to, prevailing market conditions, trading levels of our debt, our liquidity requirements and contractual restrictions, if applicable.

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THE GREENBRIER COMPANIES, INC.

We have global operations that conduct business in their local currencies as well as other currencies. To mitigate the exposure to transactions denominated in currencies other than the functional currency, we enter into foreign currency forward exchange contracts with established financial institutions to protect the margin on a portion of foreign currency sales in firm backlog. Given the strong credit standing of the counterparties, no provision has been made for credit loss due to counterparty non-performance.

As of November 30, 2015, the Mexican joint venture had $3.0 million of third party debt, of which we and our joint venture partner have each guaranteed approximately $1.5 million.

In accordance with customary business practices in Europe, we have $3.8 million in third party warranty guarantee facilities as of November 30, 2015. To date no amounts have been drawn under these guarantee facilities.

We made $0.6 million in cash contributions and $1.25 million in loans to GBW, an unconsolidated 50/50 joint venture with Watco, for the three months ended November 30, 2015. We expect to loan additional amounts of approximately $3.75 million during 2016. We are likely to make additional capital contributions or loans to GBW in the future. As of November 30, 2015, we had a $32.7 million note receivable balance from GBW.

We expect existing funds and cash generated from operations, together with proceeds from financing activities including borrowings under existing credit facilities and long-term financings, to be sufficient to fund dividends, working capital needs, additional investments in GBW, planned capital expenditures and expected debt repayments during the next twelve months.

Off Balance Sheet Arrangements

We do not currently have off balance sheet arrangements that have or are likely to have a material current or future effect on our Consolidated Financial Statements.

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THE GREENBRIER COMPANIES, INC.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires judgment on the part of management to arrive at estimates and assumptions on matters that are inherently uncertain. These estimates may affect the amount of assets, liabilities, revenue and expenses reported in the financial statements and accompanying notes and disclosure of contingent assets and liabilities within the financial statements. Estimates and assumptions are periodically evaluated and may be adjusted in future periods. Actual results could differ from those estimates.

Income taxes - For financial reporting purposes, income tax expense is estimated based on amounts anticipated to be reported on tax return filings. Those anticipated amounts may change from when the financial statements are prepared to when the tax returns are filed. Further, because tax filings are subject to review by taxing authorities, there is risk that a position taken in preparation of a tax return may be challenged by a taxing authority. If a challenge is successful, differences in tax expense or between current and deferred tax items may arise in future periods. Any material effect of such differences would be reflected in the financial statements when management considers the effect probable of occurring and the amount reasonably estimable. Valuation allowances reduce deferred tax assets to amounts more likely than not that will be realized based on information available when the financial statements are prepared. This information may include estimates of future income and other assumptions that are inherently uncertain.

Maintenance obligations - We are responsible for maintenance on a portion of the managed and owned lease fleet under the terms of maintenance obligations defined in the underlying lease or management agreement. The estimated maintenance liability is based on maintenance histories for each type and age of railcar. These estimates involve judgment as to the future costs of repairs and the types and timing of repairs required over the lease term. As we cannot predict with certainty the prices, timing and volume of maintenance needed in the future on railcars under long-term leases, this estimate is uncertain and could be materially different from maintenance requirements. The liability is periodically reviewed and updated based on maintenance trends and known future repair or refurbishment requirements. These adjustments could be material due to the inherent uncertainty in predicting future maintenance requirements.

Warranty accruals - Warranty costs to cover a defined warranty period are estimated and charged to operations. The estimated warranty cost is based on historical warranty claims for each particular product type. For new product types without a warranty history, preliminary estimates are based on historical information for similar product types. These estimates are inherently uncertain as they are based on historical data for existing products and judgment for new products. If warranty claims are made in the current period for issues that have not historically been the subject of warranty claims and were not taken into consideration in establishing the accrual or if claims for issues already considered in establishing the accrual exceed expectations, warranty expense may exceed the accrual for that particular product. Conversely, there is the possibility that claims may be lower than estimates. The warranty accrual is periodically reviewed and updated based on warranty trends. However, as we cannot predict future claims, the potential exists for the difference in any one reporting period to be material.

Environmental costs - At times we may be involved in various proceedings related to environmental matters. We estimate future costs for known environmental remediation requirements and accrue for them when it is probable that we have incurred a liability and the related costs can be reasonably estimated based on currently available information. If further developments in or resolution of an environmental matter result in facts and circumstances that are significantly different than the assumptions used to develop these reserves, the accrual for environmental remediation could be materially understated or overstated. Adjustments to these liabilities are made when additional information becomes available that affects the estimated costs to study or remediate any environmental issues or when expenditures for which reserves are established are made. Due to the uncertain nature of environmental matters, there can be no assurance that we will not become involved in future litigation or other proceedings or, if we were found to be responsible or liable in any litigation or proceeding, that such costs would not be material to us.

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THE GREENBRIER COMPANIES, INC.

Revenue recognition - Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable and collectability is reasonably assured.

Railcars are generally manufactured, repaired or refurbished and wheels and parts produced under firm orders from third parties. Revenue is recognized when these products or services are completed, accepted by an unaffiliated customer and contractual contingencies removed. Certain leases are operated under car hire arrangements whereby revenue is earned based on utilization, car hire rates and terms specified in the lease agreement. Car hire revenue is reported from a third party source two months in arrears; however, such revenue is accrued in the month earned based on estimates of use from historical activity and is adjusted to actual as reported. These estimates are inherently uncertain as they involve judgment as to the estimated use of each railcar. Adjustments to actual have historically not been significant. Revenues from construction of marine barges are either recognized on the percentage of completion method during the construction period or on the completed contract method based on the terms of the contract. Under the percentage of completion method, judgment is used to determine a definitive threshold against which progress towards completion can be measured to determine timing of revenue recognition. Under the percentage of completion method, revenue is recognized based on the progress toward contract completion measured by actual costs incurred to date in relation to the estimate of total expected costs. Under the completed contract method, revenue is not recognized until the project has been fully completed.

We will periodically sell railcars with leases attached to financial investors. Revenue and cost of revenue associated with railcars that the Company has manufactured are recognized in Manufacturing once sold. Revenue and cost of revenue associated with railcars which were obtained from a third party and subsequently sold are recognized in Leasing & Services. In addition we will often perform management or maintenance services at market rates for these railcars. Pursuant to the guidance in Accounting Standards Codification (ASC) 840-20-40, we evaluate the terms of any remarketing agreements and any contractual provisions that represent retained risk and the level of retained risk based on those provisions. We determine whether the level of retained risk exceeds 10% of the individual fair value of the railcars with leases attached that are delivered. For any contracts with multiple elements (i.e. railcars, maintenance, management services, etc.) we allocate revenue among the deliverables primarily based upon objective and reliable evidence of the fair value of each element in the arrangement. If objective and reliable evidence of fair value of any element is not available, we will use the element’s estimated selling price for purposes of allocating the total arrangement consideration among the elements.

Impairment of long-lived assets - When changes in circumstances indicate the carrying amount of certain long-lived assets may not be recoverable, the assets are evaluated for impairment. If the forecast undiscounted future cash flows are less than the carrying amount of the assets, an impairment charge to reduce the carrying value of the assets to fair value is recognized in the current period. These estimates are based on the best information available at the time of the impairment and could be materially different if circumstances change. If the forecast undiscounted future cash flows exceeded the carrying amount of the assets it would indicate that the assets were not impaired.

Goodwill and acquired intangible assets - We periodically acquire businesses in purchase transactions in which the allocation of the purchase price may result in the recognition of goodwill and other intangible assets. The determination of the value of such intangible assets requires management to make estimates and assumptions. These estimates affect the amount of future period amortization and possible impairment charges.

Goodwill and indefinite-lived intangible assets are tested for impairment annually during the third quarter. Goodwill and indefinite-lived intangible assets are also tested more frequently if changes in circumstances or the occurrence of events indicates that a potential impairment exists. When changes in circumstances, such as a decline in the market price of our common stock, changes in demand or in the numerous variables associated with the judgments, assumptions and estimates made in assessing the appropriate valuation of goodwill indicate the carrying amount of certain indefinite lived assets may not be recoverable, the assets are evaluated for impairment. Among other things, our assumptions used in the valuation of goodwill include growth of revenue and margins, market multiples, discount rates and increased cash flows over time. If actual operating results were to differ from these assumptions, it may result in an impairment of our goodwill.

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THE GREENBRIER COMPANIES, INC.

The provisions of ASC 350, Intangibles - Goodwill and Other, require that we perform a two-step impairment test on goodwill. In the first step, we compare the fair value of each reporting unit with its carrying value. We determine the fair value of our reporting units based on a weighting of income and market approaches. Under the income approach, we calculate the fair value of a reporting unit based on the present value of estimated future cash flows. Under the market approach, we estimate the fair value based on observed market multiples for comparable businesses. The second step of the goodwill impairment test is required only in situations where the carrying value of the reporting unit exceeds its fair value as determined in the first step. In the second step, we would compare the implied fair value of goodwill to its carrying value. The implied fair value of goodwill is determined by allocating the fair value of a reporting unit to all of the assets and liabilities of that unit as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the price paid to acquire the reporting unit. The excess of the fair value of a reporting unit over the amounts assigned to its assets and liabilities is the implied fair value of goodwill. An impairment loss is recorded to the extent that the carrying amount of the reporting unit goodwill exceeds the implied fair value of that goodwill. The goodwill balance relates to the Wheels & Parts segment.

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THE GREENBRIER COMPANIES, INC.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign Currency Exchange Risk

We have global operations that conduct business in their local currencies as well as other currencies. To mitigate the exposure to transactions denominated in currencies other than the functional currency of each entity, we enter into foreign currency forward exchange contracts to protect revenue or margin on a portion of forecast foreign currency sales. At November 30, 2015 exchange rates, forward exchange contracts for the purchase of Polish Zloty and the sale of Euro and U.S. Dollars and for the purchase of U.S. Dollars and the sale of Saudi Riyal aggregated to $458.8 million. Because of the variety of currencies in which purchases and sales are transacted and the interaction between currency rates, it is not possible to predict the impact a movement in a single foreign currency exchange rate would have on future operating results.

In addition to exposure to transaction gains or losses, we are also exposed to foreign currency exchange risk related to the net asset position of our foreign subsidiaries. At November 30, 2015, net assets of foreign subsidiaries aggregated $51.8 million and a 10% strengthening of the U.S. Dollar relative to the foreign currencies would result in a decrease in equity of $5.2 million, or 0.7% of Total equity - Greenbrier. This calculation assumes that each exchange rate would change in the same direction relative to the U.S. Dollar.

Interest Rate Risk

We have managed a portion of our variable rate debt with interest rate swap agreements, effectively converting $94.8 million of variable rate debt to fixed rate debt. As a result, we are exposed to interest rate risk relating to our revolving debt and a portion of term debt, which are at variable rates. At November 30, 2015, 47% of our outstanding debt had fixed rates and 53% had variable rates. At November 30, 2015, a uniform 10% increase in variable interest rates would result in approximately $0.7 million of additional annual interest expense.

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THE GREENBRIER COMPANIES, INC.

Item 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management has evaluated, under the supervision and with the participation of our President and Chief Executive Officer and our Chief Financial Officer, the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (the Exchange Act). Based on that evaluation, our President and Chief Executive Officer and our Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner, and (2) accumulated and communicated to our management, including our President and Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended November 30, 2015 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

46

THE GREENBRIER COMPANIES, INC.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

There is hereby incorporated by reference the information disclosed in Note 12 to Consolidated Financial Statements, Part I of this quarterly report.

Item 1A. Risk Factors

This Form 10-Q should be read in conjunction with the risk factors and information disclosed in our Annual Report on Form 10-K for the year ended August 31, 2015. There have been no material changes in the risk factors described in our Annual Report on Form 10-K for the year ended August 31, 2015.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Since October 2013, the Board of Directors has authorized the Company to repurchase in aggregate up to $225 million of the Company’s common stock. The program may be modified, suspended or discontinued at any time without prior notice and currently has an expiration date of January 1, 2018. Under the share repurchase program, shares of common stock may be purchased on the open market or through privately negotiated transactions from time-to-time. The timing and amount of purchases will be based upon market conditions, securities law limitations and other factors. The share repurchase program does not obligate the Company to acquire any specific number of shares in any period.

Shares repurchased under the share repurchase program during the three months ended November 30, 2015 were as follows:

Period	Total Number of Shares Purchased		Average Price Paid Per Share (Including Commissions)		Total Number of Shares Purchased as Part of Publically Announced Plans or Programs		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs 1
September 1, 2015 – September 30, 2015		243,594	$	36.63		243,594	$	11,439,853
October 1, 2015 – October 31, 2015		257,858	$	36.28		257,858	$	102,085,163
November 1, 2015 – November 30, 2015		20,174	$	39.67		20,174	$	101,284,774
		521,626				521,626

¹  In October 2015, the Board of Directors authorized a $100 million increase to the share repurchase program.

47

THE GREENBRIER COMPANIES, INC.

Item 6. Exhibits

(a) List of Exhibits:

10.1	Termination and Future Sharing Agreement, dated September 30, 2015, between Greenbrier Leasing Company and WLR-Greenbrier Rail Inc.*
10.2	Purchase and Sale Agreement, dated September 30, 2015, between Greenbrier Leasing Company and WL Ross-Greenbrier Rail I LLC*
31.1	Certification pursuant to Rule 13a – 14 (a).
31.2	Certification pursuant to Rule 13a – 14 (a).
32.1	Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	The following financial information from the Company’s Quarterly Report on Form 10-Q for the period ended November 30, 2015, formatted in XBRL (eXtensible Business Reporting Language) and furnished electronically herewith: (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Income; (iii) Consolidated Statements of Comprehensive Income; (iv) the Consolidated Statements of Equity; (v) the Consolidated Statements of Cash Flows; and (vi) the Notes to Condensed Consolidated Financial Statements.

* Certain confidential information contained in these Exhibits was omitted by means of redacting a portion of the text and replacing it with brackets and asterisks ([***]). These Exhibits have been filed separately with the SEC without the redaction pursuant to a Confidential Treatment Request under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

48

THE GREENBRIER COMPANIES, INC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	THE GREENBRIER COMPANIES, INC.
Date: January 7, 2016	By:	/s/ Mark J. Rittenbaum Mark J. Rittenbaum Executive Vice President and Chief Financial Officer (Principal Financial Officer)
Date: January 7, 2016	By:	/s/ Adrian J. Downes Adrian J. Downes Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)

49

EX-10.1

Exhibit 10.1

Certain confidential information contained in this Exhibit was omitted by means of redacting a portion of the text and replacing it with asterisks (***). This Exhibit has been filed separately with the SEC without the redaction pursuant to a Confidential Treatment Request under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

TERMINATION AND FUTURE SHARING AGREEMENT

This TERMINATION AND FUTURE SHARING AGREEMENT (this “Agreement”) is entered into as of September 30, 2015, by and among WLR-Greenbrier Rail Inc., a Delaware corporation (the “Company”) and Greenbrier Leasing Company LLC, an Oregon limited liability company (“GLC”). Capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Railcar Purchase Agreement (as defined below).

Background

WHEREAS, GLC and the Company are party to the following agreements: Syndication Agreement dated April 29, 2010, Advisory Services Agreement dated April 29, 2010, Letter Agreement regarding Participation in Line of Credit Agreement dated April 29, 2010, and a Contract Placement Agreement dated April 29, 2010 (the “Prior Agreements”); and

WHEREAS, in connection with GLC’s purchase of that certain railcar lease fleet (the “Lease Fleet”) from WL Ross-Greenbrier Rail I LLC (“Rail I”), an affiliate of the Company, pursuant to a Railcar Purchase Agreement dated of even date herewith (the “Railcar Purchase Agreement”), the parties desire to terminate each of the Prior Agreements and enter into this Agreement, in part, as an inducement (i) for Rail I to enter into the Railcar Purchase Agreement, and to consummate the transactions contemplated therein, and (ii) for the Company and its affiliates to cooperate in the performance of the transactions contemplated by the Payoff Agreement, and the remarketing of the Lease Fleet.

Agreement

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties hereto, intending to be legally bound, do hereby agree as follows:

1. Termination. The parties agree that at the Closing, each of the Prior Agreements shall be terminated automatically without any further action by either party, provided, that, all provisions of each of the Prior Agreements that expressly or by their nature provide for rights, obligations, or remedies that extend beyond termination of the Prior Agreement shall survive and remain in full force and effect.

2. Fee. At the Closing, GLC shall pay the Company a fee of $1,000,000, which fee and all amounts allocated to the Company and any of its affiliates pursuant to the first paragraph of Section 4 subparagraph (iii) below from the Citizens Accounts (as defined below), the Company agrees shall be retained in the Company and available to Rail I to satisfy any obligations owed to GLC under the Railcar Purchase Agreement by Rail I until December 15, 2016. Such fee is in exchange for the Company:

(a) Terminating the Prior Agreements;

(b) Causing Rail I to enter into the Railcar Purchase Agreement and consummate the transactions contemplated thereby; and

(c) Agreeing to maintain the existence of Rail I until December 15, 2016 and the other covenants set forth below.

Page 1 of 5—TERMINATION AGREEMENT

3. Future Distributions.

As further consideration of the Company’s obligations under Section 2(a)-(d) above, GLC shall also make distributions to the Company as contemplated and set forth under Section 3(c) of Exhibit A attached hereto (the “Future Distributions”).

4. Covenants.

The Company covenants and agrees to (i) maintain its existence and that of Rail I until December 15, 2016; (ii) to cooperate with GLC in the remarketing and sale of the Lease Fleet following the Closing; and (iii) to work together with GLC in good faith, and cause its affiliates to work with GLC in good faith, to reconcile and properly allocate and distribute to the appropriate parties as may be mutually agreed the funds in each of the Citizens Bank of MA accounts set forth on Exhibit B (collectively, the “Citizen Accounts”) within five days of Closing.

GLC agrees to promptly provide notice to the Company of the occurrence of any Lease Fleet Event and, within 10 business days of the end of each calendar month, provide notice and reasonable supporting details of the receipt and calculation, as applicable, of all Lease Income, Residual Income, Transaction Income and related Fleet Reserves and Distributable Cash.

GLC also agrees to reimburse the Company promptly upon demand for all incremental necessary corporate services, accounting, audit and other out-of-pocket costs and expenses of maintaining its existence and the existence of Rail I, Holdings and the Accounts from December 15, 2015 through December 15, 2016.

5. Indemnification.

(a) Indemnification. Each party (“Indemnifying Party”) agrees to indemnify and hold harmless the other party and such party’s affiliates and its and their respective principals, officers, directors, shareholders, partners, members, managers and employees (each, an “Indemnified Party”) from and against, and to pay or reimburse any such Indemnified Party for, any and all actions, claims, demands, proceedings, investigations, inquiries, liabilities, obligations, fines, deficiencies, costs, expenses, royalties, losses and damages (whether or not resulting from third party claims) related to or arising out the Indemnifying Party’s Covered Acts, and to reimburse such Indemnified Party for out-of-pocket expenses (including reasonable and documented legal and accounting fees) incurred by it in connection with, or relating to investigating, preparing to defend or defending any actions, claims or other proceedings (including any investigation or inquiry) arising in any manner out of, or in connection with, the Indemnifying Party’s Covered Acts (whether or not such Indemnified Party is a named party in such proceeding); provided, however, that no party shall be responsible under this Section 5(a) for any claims, liabilities, losses, damages or expenses to the extent that they are agreed by the Indemnifying Party and such Indemnified Party, or finally determined in arbitration or judicially (without right of further appeal), to result from actions taken by such Indemnified Party due to such Indemnified Party’s gross negligence, willful misconduct, bad faith or knowing violation of applicable law. “Covered Acts” only includes breach of this Agreement, gross negligence, willful misconduct, bad faith or knowing violation of applicable law.

(b) Limitation on Liability. In no event will any party to this Agreement be liable

Page 2 of 5—TERMINATION AGREEMENT

under this Agreement for any punitive, exemplary, indirect, special, incidental or consequential damages, including lost profits or savings, whether or not such damages are foreseeable, or in respect of any liabilities relating to any third party claims (whether based in contract, tort or otherwise), unless such damages are owed and paid by such party to a third party.

(c) Contribution. If and to the extent that the indemnification provided for in Section 5(a) is not enforceable for any reason, the applicable Indemnifying Party agrees to make the maximum contribution possible pursuant to applicable law to the payment and satisfaction of any actions, claims, liabilities, losses and damages incurred by an Indemnified Party for which such Indemnified Party would have otherwise been entitled to be indemnified hereunder.

6. Waiver and Release. Each of GLC and the Company hereby waive and release any and all claims, counterclaims, debts, liabilities, demands, obligations, actions, and causes of action, known or unknown, vested or contingent, of every nature and kind, that either may now have or may have had against the other, or any of their affiliates, and their and their affiliates’ respective past, present, and future officers, directors, shareholders, members, managers, employees, successors, and assigns (the “Released Parties”), that may have arisen or accrued through the date of this Agreement, and upon Closing and through the closing date thereunder, whether arising under or relating to the Prior Agreements or otherwise, and forever release and discharge the Released Parties from any and all claims, suits or causes of action they may have against any of them as of the date of this Agreement, and upon the Closing through the closing date thereunder, whether arising under or relating to the Prior Agreements or otherwise. Notwithstanding anything to the contrary in this Section 6 the releases provided above shall not apply to any rights or obligations arising out of or related to this Agreement, the Railcar Purchase Agreement or any rights and obligations set forth in the Prior Agreements that by their terms survive the expiration or termination of the Prior Agreements as more fully described in Section 1 above. Each of WL Ross-Greenbrier Rail Holdings I LLC (“Holdings”) and the Company hereby waive and release any and all claims, counterclaims, debts, liabilities, demands, obligations, actions, and causes of action, known or unknown, vested or contingent, of every nature and kind, that either may now have or may have had against the Lease Fleet, that may have arisen or accrued through the date of this Agreement, and upon Closing and through the closing date thereunder, whether arising under or relating to the Subordinated Loan Agreement dated April 27, 2010 between Rail I and Holdings, or otherwise.

7. Miscellaneous.

(a) Confidentiality. The terms and conditions of this Agreement are confidential, and except as otherwise required by law, or disclosure in any filing required of such party or such party’s affiliate with any securities commission or other regulatory agency or as may be required by the securities listing requirements applicable to such party or such party’s affiliates, neither party shall disclose this Agreement or any portion hereof to any person other than its legal counsel, investors, affiliates, advisors and accountants without prior written consent of the other party.

(b) Notices. All notices, demands and other communications given or delivered under this Agreement shall be in writing and shall be deemed to have been given (i) when personally delivered as evidenced by a signed receipt, (ii) 3 business days after being mailed by first class mail, certified with return receipt requested, or (iii) upon actual receipt if delivered by a reputable overnight courier for next business day delivery, to the following addresses (or such other address as is specified in writing):

Page 3 of 5—TERMINATION AGREEMENT

Greenbrier Leasing Company LLC

One Centerpointe Drive, Suite 200

Lake Oswego, Oregon 97035

Attn: General Counsel

WLR-Greenbrier Rail Inc.

1166 Avenue of the Americas

New York, New York 10036

Attn: Wendy L. Teramoto

(c) Entire Agreement; Amendment and Modification. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, superseding all prior understandings and agreements whether written or oral. This Agreement may not be amended or revised except by a writing signed by GLC and the Company.

(d) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns but may not be assigned (and no duties may be delegated) by any party without the prior written consent of the other party hereto; provided that the Company may assign any of its rights to receive payments hereunder to any of its affiliates (including related funds or investors) upon prior written notice to GLC and provided that the Company shall at all times remain liable hereunder notwithstanding such assignment, including, without limitation, remaining liable for any indemnification hereunder.

(e) Governing Law; Venue. THIS AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW (OTHER THAN TITLE 14 OF ARTICLE 5 OF THE GENERAL OBLIGATIONS LAW).

(f) Waiver of Jury Trial. Each party hereby irrevocably waives any right it may have, and agrees not to request, a jury trial for the adjudication of any dispute hereunder or in connection herewith or arising out of this Agreement or any transaction contemplated hereby.

(g) Survival. The obligations under this Agreement shall survive until fully performed and with respect to indemnification obligations, shall survive until the expiration of the statute of limitations for any claims that may be made thereunder.

(i) Counterparts. This Agreement may be signed and delivered in multiple counterparts (including delivery by means of facsimile), each of which shall be deemed an original but which together shall constitute one and the same instrument.

[signature page follows]

Page 4 of 5—TERMINATION AGREEMENT

IN WITNESS WHEREOF, the parties have duly executed this Advisory Services Agreement as of the date first above written.

WLR-GREENBRIER RAIL INC.
By:	/s/ Wendy Teramoto
Name:	Wendy Teramoto
Title:	Vice President

GREENBRIER LEASING COMPANY LLC
By:	/s/ Larry Stanley
Name:	Larry D. Stanley
Title:	Vice President

SIGNATURE PAGE—TERMINATION AGREEMENT

EXHIBIT A

Future Distributions

1) Certain Definitions.

a) “Distributable Cash” means Lease Income, Residual Income, and Transaction Income.

b) “Fleet Reserve” means a reserve amount equal to GLC’s good faith estimate of unpaid trailing expenses for the Lease Fleet.

c) “Lease Fleet Event” shall mean the sale or other transfer of any ownership interests by GLC in the Lease Fleet to unaffiliated third parties.

d) “Lease Income” means the cash payments received by GLC or its affiliates made by lessees pursuant to leases under the Lease Fleet (including pre-Closing Lease Income which includes amounts in the Accounts at Closing) (i) less out-of-pocket expenses (including pre-Closing trailing expenses and any interest expense associated with GLC’s borrowing in connection with its purchase of the Lease Fleet) reasonably incurred by GLC or its affiliates in maintaining the Lease Fleet, and (ii) less any Fleet Reserve.

e) “Payment Date” is the date when GLC makes a distribution of Distributable Cash in accordance with Section 2 of this Exhibit A.

f) “Residual Income” means any amounts remaining in the Fleet Reserve after all trailing expenses have been paid, once finally determined by GLC, provided in the case of any Lease Fleet Event, within two weeks of any Lease Fleet Event, GLC shall provide a calculation of any amounts to remain in the Fleet Reserve with respect to such assets sold and an estimated time when any amount remaining in such Fleet Reserve will convert to Residual Income.

g) “Transaction Income” means the cash consideration received by GLC in a Lease Fleet Event (i) less the documented out-of-pocket transaction costs of such Lease Fleet Event and (i) less any Fleet Reserve.

2) Timing of Cash Distributions.

a) GLC will distribute Transaction Income within two business days following its receipt of cash consideration, in connection with each closing of a Lease Fleet Event.

b) GLC will distribute Lease Income within ten business days following the end of each calendar month.

c) GLC will distribute the Residual Income within ten days following GLC’s final determination of the Residual Income, if any.

3) On each Payment Date, GLC shall pay to the Company, or retain for itself, Distributable Cash in the following priority and amounts:

a) First, GLC shall retain an amount, that when taken together with all prior amounts retained by GLC pursuant to this clause First, is equal to: (i) the purchase price paid by GLC for the Lease

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EXHIBIT A

Fleet at the Closing (the “Purchase Price”), (ii) plus the documented out-of-pocket expenses and closing costs incurred by GLC in connection with its purchase of the Lease Fleet, the dollar amount which shall be provided by GLC to the Company no later October 31, 2015, (iii) plus $1 million,

b) Second, GLC shall retain an amount, taken together with all prior amounts distributed pursuant to this clause Second, that would yield GLC a *** pre-tax internal annual rate of return on the total of (i) the Purchase Price, (ii) less amounts borrowed to pay the Purchase Price, (iii) plus $1 million, (iv) plus the documented out-of-pocket expenses and closing costs incurred by GLC in connection with its purchase of the Lease Fleet, the dollar amount which shall be provided by GLC to the Company no later October 31, 2015;

c) Third, GLC shall pay the Company of *** and retain *** of the balance of the Distributable Cash until both (i) the amounts received by Company returns to the Company its original equity investment in Rail I of *** (the “Original Equity Investment”) plus amounts that yield the Company a pre-tax internal annual rate of return of *** on the Original Equity Investment since the Closing and (ii) the amounts received by GLC under this subsection returns to GLC its original investment in Rail I of *** (the “GLC Original Investment”) plus amounts that yield GLC a pre-tax internal rate of return of *** on the GLC Original Investment; and

d) Fourth, GLC shall retain 100% of all Distributable Cash thereafter.

4) Example calculations of selected provisions under this Exhibit A are attached hereto as Exhibit A-1.

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EXHIBIT A

EX-10.2

Exhibit 10.2

Certain confidential information contained in this Exhibit was omitted by means of redacting a portion of the text and replacing it with asterisks (***). This Exhibit has been filed separately with the SEC without the redaction pursuant to a Confidential Treatment Request under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

PURCHASE AND SALE AGREEMENT

This PURCHASE AND SALE AGREEMENT (the “Agreement”) is made and entered into as of September 30, 2015, by and between GREENBRIER LEASING COMPANY LLC, an Oregon limited liability company (“Purchaser”), and WL ROSS-GREENBRIER RAIL I LLC, a Delaware limited liability company (“Seller”)

RECITALS

Seller owns certain railcars (the “Cars”), as more particularly described in Exhibit A; and

The Cars have been leased to the lessees identified in Exhibit A (each individually, a “Lessee”), pursuant to those certain riders and schedules evidencing the lease in respect of the Cars identified therein, incorporating the terms of the applicable related master lease agreement identified in Exhibit A (each rider or schedule individually, a “Schedule” and, together with the applicable Master Lease Agreement as it pertains to such Schedule, a “Lease,” and each Lease and the other operative documents related thereto (including any and all amendments, supplements and modifications) identified in Exhibit A as they pertain to the Cars, collectively, the “Operative Documents”); and

Seller, as borrower, entered into a Senior Loan Agreement, dated as of April 27, 2010, among Australia and New Zealand Banking Group Limited as agent (“ANZ”), and each other of the senior lenders from time to time a party thereto (as amended, the “Senior Loan Agreement”) pursuant to which certain accounts (as more completely described in Exhibit B to this Agreement, the “Accounts”) were established under the Security Agreement and Senior Loan Documents (as defined in the Senior Loan Agreement) associated therewith; and

The Leases, the other Operative Documents, and the Cars and the Accounts are hereinafter collectively referred to as the “Assets”; and

Purchaser desires to acquire from Seller and Seller desires to sell to Purchaser the Cars and Purchaser is willing to assume certain of Seller’s rights and obligations under the Operative Documents and Accounts and Seller desires to assign certain of Seller’s rights and obligations under the Operative Documents and Accounts; and

The consummation of the transactions contemplated by this Agreement will occur simultaneously with the release of liens of the Senior Loan Parties as defined in, and in accordance with, that certain payoff agreement (the “Payoff Agreement”) dated as of September 30, 2015 among the Seller, ANZ, Landesbank Baden-Wuttemberg, and Wells Fargo Bank Northwest , National Association (“Wells Fargo”).

NOW, THEREFORE, in consideration of the premises and subject to the terms and conditions herein set forth, the parties hereto agree as follows:

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1. Purchase and Sale of Cars and Assignment and Assumption of Rights and Obligations.

1.1 Purchase and Sale of Cars. Subject to the terms and conditions of this Agreement and on the basis of the representations and warranties and other facts contained herein, Purchaser shall purchase all of Seller’s rights, title and interest in and to the Cars from Seller free and clear of all liens and encumbrances of any nature in one Closing described in Section 1.5 of this Agreement; provided, however, that the parties acknowledge that the Lessees under the Operative Documents have certain rights in the Cars and the Leases, and certain liens may be permitted under the Operative Documents.

1.2 Assignment and Assumption of Lease Rights and Obligations. Subject to the terms and conditions of this Agreement and the Assignment and Assumption Agreement dated as of the date hereof between Seller as Assignor and Purchaser as Assignee substantially in the form set forth on Exhibit C hereto (the “Assignment Agreement”), Seller shall assign and transfer and Purchaser shall assume and acquire, as of, and subsequent to, the Closing Date, all of the rights, duties and obligations of Assignor under the Operative Documents, subject to the reserves and distributions contemplated under the Termination Agreement by and between Purchaser and WLR-Greenbrier Rail Inc. providing for termination of certain agreements and the reserve and distribution of certain funds (the “Termination Agreement’) (the “Lease Rights and Obligations”).

1.3 Assignment and Assumption of Account Rights and Obligations. Subject to the terms and conditions of this Agreement, and further subject to execution of the Payoff Agreement and the Termination Agreement, Seller shall assign and Purchaser shall assume and acquire, as of, and subsequent to, the Closing Date, all of the rights, duties and obligations of Assignor with respect to the Accounts (the “Account Rights and Obligations”) as contemplated in the Payoff Agreement, with the understanding Seller will assume expenses associated with the Accounts for periods on and after December 15, 2015 (the Lease Rights and Obligations together with the Account Rights and Obligations shall be referred to herein collectively as the “Rights and Obligations”).

1.4 Assignment Agreement, Assignment of Account Rights and Bill of Sale. Purchaser’s purchase of the Assets and assumption of the Rights and Obligations shall be evidenced by the execution and delivery by Seller and Purchaser of this Agreement, the Assignment Agreement, assignment of Account rights as contemplated under the Payoff Agreement, and the execution and delivery by Seller to Purchaser of a Bill of Sale for the Cars substantially in the form set forth in Exhibit D hereto (the “Bill of Sale”) reflecting a complete list of all of the Cars by mark and numbers.

1.5 Closing. Upon the performance of all covenants and obligations and upon satisfaction or waiver of all conditions set forth in this Agreement, the transactions contemplated by this Agreement shall be consummated in one closing (the “Closing”). The Closing will occur on September 30, 2015, or on such other date and at such time as the parties may mutually agree (such date of Closing the “Closing Date”). In the event that any signature pages to this Agreement or any other document or agreement to be executed and delivered in connection herewith are executed and delivered prior to the Closing Date, such signature pages shall be held in escrow pending the Closing and verbal instructions from the relevant party authorizing the

2

same at Closing. If the Closing has not occurred by October 6, 2015, (i) no Rights or Obligations of Seller in, to and under the applicable Assets shall be deemed to have been sold, assigned, transferred or conveyed by Seller to Purchaser and Purchaser shall promptly return to Seller all documents delivered by Seller to Purchaser evidencing such sale, assignment, transfer and conveyance of such Assets, (ii) Seller shall have no obligation to sell the applicable Assets to Purchaser and Purchaser shall have no obligation to Purchase the Assets from Seller, and (iii) no Rights and Obligations shall be deemed to have been assigned or transferred by Seller to Purchaser.

1.6 Purchase Price. The purchase price for the Assets will be *** (the “Purchase Price”). Seller has directed Purchaser to remit the Purchase Price directly to the senior lenders as contemplated under the Payoff Agreement, by wire transfer of federal or other immediately available funds.

1.7 Events of Loss. In the event any Car is lost due to theft or disappearance or non-existence, destruction, damage beyond repair, or is rendered permanently unfit for normal use for any reason whatever, or such Car is damaged resulting in an insurance settlement with respect to such Car on the basis of a loss, the condemnation, confiscation, seizure or requisition of use or title to such Car by any governmental authority under the power of eminent domain or otherwise, prior to the Closing Date, and Seller has not yet received compensation for such loss, ownership to such Car will transfer to Purchaser on the Closing Date and Purchaser will be entitled to all casualty and loss payments relating to such Car.

1.8 Shared Rights and Obligations. With respect to any indemnification or other provision of the Operative Documents that are and remain exercisable or otherwise for the benefit of each of Seller and Purchaser after giving effect to the sale of the Assets, or rights with respect to insurance coverages provided by Lessee pursuant to the Operative Documents, Seller and Purchaser shall be entitled to the non-exclusive rights and benefits of the same to the extent such indemnification or other provisions, or insurance coverages, relate to such party (that is, a claim against or harm suffered by either such party for which an indemnification or insurance coverage is available under the Operative Documents); provided, further, in no event shall Seller have any right to declare a default, cancel, or terminate, any of the Operative Documents, or have any right to, or demand, any rent payments or other amounts due and owing thereunder with respect to the time period on and after the Closing Date, or any right to take any action with respect to the Cars, or amend, waive or give any consent under any Operative Document as it relates to the Cars or Purchaser’s Rights and Obligations.

1.9 As between Seller and Purchaser, Seller, Seller shall retain any liabilities relating to accidents or other events occurring prior to Closing other than contract claims made by Lessees under the Leases against Seller and Operating Expenses as contemplated in Section 6.1 pertaining to the Cars and the Leases (the liabilities retained by Seller under this Section 1.9 constitute the “Retained Obligations”)

2. Representations and Warranties of Seller. Seller hereby represents and warrants to Purchaser, as of the Closing Date:

2.1 Organization. Seller is a Delaware limited liability company, validly existing and in good standing under the laws of the State of Delaware.

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2.2 Power and Authority. Seller has full power and authority to execute, deliver and perform pursuant to this Agreement, the Assignment Agreement, any Account assignment Documents, a Memorandum of Assignment relating to the Leases in substantially the form of Exhibit E hereto, and Bill of Sale together with any schedules and riders thereto and any additional documents executed in connection with the Closing (collectively, the “Transaction Documents”); to own or lease its properties; and to carry on its business as now conducted.

2.3 Due Authorization. This Agreement has been duly authorized, executed and delivered by Seller and constitutes a legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other laws of general applicability affecting creditors’ rights generally or by general principles of equity. The Assignment Agreement, any Account assignment documents and the Bill of Sale together with such schedules and riders thereto and any additional documents executed in connection with the Closing have each been duly authorized by Seller and, when executed and delivered, will constitute the legal, valid and binding obligations of Seller, enforceable against it in accordance with their terms, except as such enforcement may be limited by any applicable bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally or by general principles of equity.

2.4 No Consents or Filings. The execution, delivery and performance by Seller of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not, other than as may be required under one or more Operative Documents or as provided in the Payoff Agreement, require the consent, notice or other action by any person under, conflict with, result in a violation or breach of, constitute a default under, or result in the acceleration of, any contract to which Seller is a party or by which it or the Assets are bound, or, in the event consent, notice or other action is required such obligation will have been met.

2.5 Compliance with Instruments and Statutes. Neither the execution, delivery or performance by Seller of the Transaction Documents, nor compliance with the terms and provisions hereof or thereof, conflicts or will conflict with or will result in a breach or violation of any of the terms, conditions or provisions of any law, governmental rule or regulation then in effect or the articles of organization or operating agreement of Seller or any order, writ, injunction, or decree of any court or governmental authority against Seller or by which it or any of its properties is bound, or constitutes, or will constitute a default thereunder or will result in the imposition of any lien upon the Assets.

2.6 Assets Ownership. Seller is the sole owner of the Cars and, at Closing, Seller will convey to Purchaser absolute, good, marketable and valid title (“Title”) in and to the Cars free and clear of all liens, encumbrances and claims, other than the applicable Lease and the other Operative Documents and those which the applicable Lessee is obligated to discharge under the terms of the applicable Operative Documents. The Seller is the sole legal and beneficial owner of the rights, title and interests of “Lessor” under each Lease and the other applicable Operative Documents and, at Closing, Seller will sell, assign and transfer to Purchaser all of Seller’s rights, title and interest in and to each Lease and the other applicable Operative Documents (with the exception of the Retained Obligations) free and clear of all liens, encumbrances and claims. The Seller is the sole legal and beneficial owner under each Account and, at Closing, Seller will sell, assign and transfer to Purchaser all of Seller’s rights, title and interest in and to each Account free and clear of all liens,

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encumbrances and claims. All funds received in connection with the Cars and the Leases during Seller’s period of ownership have been and will be deposited in the Accounts. Seller is the sole account holder for the Accounts, and has not commingled funds or other accounts of Seller or any affiliates of Seller with the Accounts.

2.7 Concerning the Leases and Cars. Purchaser’s affiliate, Greenbrier Management Company LLC (“GMS”) currently provides administrative services (the “Services”) to Seller in connection with the Cars and the Leases pursuant to a Railcar Remarketing and Management Agreement dated April 29, 2010 (the “Management Agreement”). Seller authorizes GMS to release any and all records relating to the Assets to Purchaser and its agents. Purchaser has or will perform its own due diligence with respect to the status of the Cars, the Leases, and lessee insurance prior to Closing. Seller has authorized the security trustee under the Lender Agreements to disclose to Purchaser information pertaining to the Accounts, and Purchaser will perform its own due diligence with respect to the status of the Accounts.

2.8 Car Warranties. Seller hereby assigns and transfers to Purchaser all rights which Seller may have under any warranties, patent indemnities or other instruments relating to the Cars and agrees to take such actions and assist Purchaser in good faith and as Purchaser may reasonably request to secure rights for Purchaser.

2.9 Seller Activities and Fraudulent Conveyances. Seller is a special purpose entity that has at all times since its formation been exclusively engaged in the business of owning the Assets and leasing the Cars, and it has not engaged in any other business activities. The transfer of the Assets to Purchaser as contemplated by this Agreement and the other Transaction Documents is made in exchange for fair and equivalent consideration. At Closing Seller will have no material creditors other than Purchaser and its affiliated entities and other than for potential taxes incurred in connection with the transactions. The transactions contemplated by this Agreement are entered into by Seller in good faith and are not intended, and shall not operate, to hinder, delay or defraud any creditor of Seller, or violate any applicable federal or state laws relating to fraudulent or voidable conveyances or transfers, and the consummation of the transactions contemplated by this Agreement and the other Transaction Documents will not have any such effect, and are and shall be effective against Seller’s existing or future creditors. In the event such laws are deemed applicable, or in the event Seller has failed to pay or provide for the payment of any of its pre-Closing creditors (except for any Operating Expenses or amounts owed by Seller under any Operative Documents for which Purchaser has agreed to be responsible), Seller agrees to pay such creditor(s) promptly upon determination of Seller’s liability to the creditor(s), and agrees to indemnify and hold Purchaser harmless from, and reimburse Purchaser for, any loss, cost, expense, liability or damage which Purchaser may suffer or incur by virtue of noncompliance by Seller or Purchaser with such applicable laws.

2.10 Brokers. Seller has not dealt with any broker, finder or similar agent in connection with the negotiations relating to this Agreement and the transactions contemplated herein.

2.11 Residual Sharing and Other Agreements. Except as may be specifically set forth in the Operative Documents or the Termination Agreement, there are no option or residual sharing agreements, residual guarantees or residual insurance agreements, re-marketing agreements, deferred fee agreements, or other agreements, with respect to any Car or any Operative Document as it pertains to any Car, or with respect to any Account, or which would be binding upon or enforceable against Purchaser, against the Cars any Operative Document as it pertains to any Car, or against the proceeds of any sale, leasing or other disposition of the Cars or disposition of the Accounts.

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2.12 Rental Installments. [Not applicable]

2.13 Litigation. There is no litigation or proceeding pending or, to the knowledge of Seller, threatened, (a) involving Seller related to the Assets or (b) against Seller, which if adversely determined, would prohibit or materially interfere with the consummation by Seller of the transactions contemplated herein.

2.14 [Reserved]

2.15 No Inconsistent Action. From and after the date of this Agreement, without the prior written consent of Purchaser, Seller shall not amend, nor consent to any amendment of any Operative Document or any Account or take any other action with respect thereto that would affect in any way whatsoever or purport to affect, Purchaser’s rights hereunder or under any such Operative Document or under any Account, nor shall Seller take any action with respect thereto that is inconsistent with the transactions contemplated hereby. From and after the Closing Date neither Seller nor any affiliate of Seller will claim any tax benefits, file any tax returns, or take any other action that would be inconsistent with the status of Purchaser as the owner of the Assets for federal, state and local tax purposes, except for the period of Seller’s ownership prior to the Closing Date.

2.16 Accuracy of Information. No representation or warranty made by Seller in this Agreement, or in any agreement, instrument, document, certificate, statement or letter furnished or to be furnished to Purchaser at the Closing by or on behalf of Seller in connection with any of the transactions contemplated by this Agreement contains or will contain any untrue statement of material fact. Except as expressly set forth herein, the representations and warranties contained in this Section 2 or elsewhere in this Agreement or any document delivered pursuant hereto will not be affected or deemed waived by reason of the fact that the Purchaser or its representatives knew or should have known that any such representation or warranty is or might be inaccurate in any respect.

3. Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to Seller, as of each Closing Date with respect to the subject transaction:

3.1 Organization. Purchaser is a limited liability company duly organized and validly existing under the laws of the State of Oregon.

3.2 Power and Authority. Purchaser has full power and authority to execute, deliver and perform pursuant to the applicable Transaction Documents; to own or lease its properties; and to carry on its business as now conducted.

3.3 Due Authorization. This Agreement has been duly authorized, executed and delivered by Purchaser and constitutes a legal, valid and binding obligation of Purchaser, enforceable against it in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, or other laws of general applicability affecting creditors’ rights generally or by general principles of equity. The Assignment Agreement and any

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Account assignment Documents together with such schedules and riders thereto and any additional documents executed in connection with the Closing have each been duly authorized by Purchaser, and, when executed and delivered, will constitute the legal, valid and binding obligations of Purchaser, enforceable against it in accordance with their terms, except as such enforcement may be limited by any applicable bankruptcy, insolvency, reorganization, or other laws affecting creditors’ rights generally or by general principles of equity.

3.4 No Consents or Filings. The execution, delivery and performance by Purchaser of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not require the consent, notice or other action by any person under, conflict with, result in a violation or breach of, constitute a default under or result in the acceleration of any contract to which Purchaser is a party or by which it or the Assets are bound, or, in the event consent, notice or other action is required such obligation will have been met.

3.5 Compliance with Instruments and Statutes. Neither the execution, delivery or performance by Purchaser pursuant to the Transaction Documents to which it is a party nor compliance with the terms and provisions thereof, conflicts or will conflict with or will result in a breach or violation of any of the terms, conditions or provisions of any law, governmental rule, or regulation then in effect or the organizational documents of Purchaser or any order, writ, injunction, or decree of any court or governmental authority against Purchaser or by which it or any of its properties may be bound, or any other agreement or instrument to which Purchaser is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder.

3.6 Brokers. Purchaser has not dealt with any broker, finder or similar agent in connection with the negotiations relating to this Agreement and the transactions contemplated herein.

3.7 Litigation. There is no litigation or proceeding pending or, to the knowledge of Purchaser, threatened, against Purchaser, which, if adversely determined, would prohibit or materially interfere with the consummation by Purchaser of the transactions contemplated herein.

3.8 No Inconsistent Action. From and after the date of this Agreement, without the prior written consent of Seller, Purchaser shall not amend, nor consent to any amendment of any Operative Document or any Account, or take any action with respect thereto that would affect or purport to affect, Seller’s rights hereunder or under the Operative Document or Account nor shall Purchaser take any action with respect thereto that is inconsistent with the transactions contemplated hereby. From and after the Closing Date neither Purchaser nor any affiliate of Purchaser will claim any tax benefits, file any tax returns, or take any other action that would be inconsistent with the status of Seller as the owner of the Assets for federal, state and local tax purposes during the period prior to the Closing Date.

3.9 Accuracy of Information. No representation or warranty made by Purchaser in this Agreement, or in any agreement, instrument, document, certificate, statement or letter furnished or to be furnished to Seller at Closing by or on behalf of Purchaser in connection with any of the transactions contemplated by this Agreement contains or will contain any untrue statement of material fact. The representations and warranties contained in this Section 3 or elsewhere in this Agreement or any document delivered pursuant hereto will not be affected or deemed waived by reason of the fact that the Seller or its representatives knew or should have known that any such representation or warranty is or might be inaccurate in any respect.

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4. Conditions to Closing.

4.1 Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated by this Agreement are expressly conditioned upon satisfaction of the following conditions on or prior to the Closing Date with respect to the subject transaction, unless waived by Purchaser; provided, that any such condition precedent within the direct control of Purchaser shall not be deemed a condition precedent with respect to Purchaser’s obligations to consummate the transactions contemplated by this Agreement:

4.1.1 Due Execution and Delivery. Purchaser shall have received an executed original Bill of Sale and fully executed counterparts of each of the other Transaction Documents, the Payoff Agreement and the Termination Agreement, or scanned true copies thereof with the originals to follow upon Closing.

4.1.2 Operative Documents. Purchaser is in possession of true, correct and complete copies of each of the Operative Documents.

4.1.3 Schedule. Purchaser shall have received an original of each Schedule identified in Exhibit A, or a scanned true copy thereof with the original to follow upon Closing to the extent in the custody of Seller, any affiliate of Seller, senior lenders or the security trustee under the Senior Loan Documents.

4.1.4 Notice of Assignment. [Not applicable]

4.1.5 Insurance. [Not applicable]

4.1.6 Incumbency Certificate. Purchaser shall have received a certificate of a responsible officer of Seller certifying as to the authority and incumbency of the officers of Seller executing the documents contemplated hereby.

4.1.7 Representations and Warranties True. All representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of such date.

4.1.8 Performance. All obligations and agreements required by this Agreement to be performed by Seller on or prior to the Closing Date shall have been performed.

4.1.9 Required Consents. Written consents shall have been obtained with respect to any and all approvals, authorizations, consents, licenses, certificates and orders of, registrations, filings, and recordings with and notices to any federal, state, or other public or governmental office, authority, agency, or court, and any person holding a direct or indirect interest (or for whose benefit any interest is held) in the Assets that are necessary (a) for the valid authorization, execution, delivery and performance of this Agreement by Seller or (b) for the effectiveness and full enforceability of this Agreement and the rights intended to be created hereby and thereby in favor of Purchaser or against Seller.

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4.1.10 Lien Releases, Terminations and Assignments and Title Opinions. Purchaser shall have received lien releases, terminations and assignments, and search results and opinions relating to the records of the Surface Transportation Board (“STB”), and the Office of the Registrar General of Canada (“RG”) in the case of a Canadian Lessee, and any applicable Uniform Commercial Code filing offices, in form and substance satisfactory to Purchaser, that effective upon the Closing Date, it will receive good and marketable title to the Assets, free and clear of all liens or interest of others, other than those which each Lessee is obligated to discharge under the terms of the applicable Lease. In the event Purchaser has not received the same on or before Closing and agrees to close, the parties will cooperate in effecting any necessary terminations, releases or assignments, as contemplated in Section 6.4.

4.1.11 Receipt of Documents. Purchaser shall have received from Seller all of the documents specified in this Agreement with respect to the Closing, except as otherwise provided herein.

4.2 Conditions to the Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement are expressly conditioned upon satisfaction of the following conditions on or prior to the Closing Date with respect to the subject transaction, unless waived by Seller; provided, that any such condition precedent within the direct control Seller shall not be deemed a condition precedent with respect to Seller’s obligations to consummate the transactions:

4.2.1 Due Execution and Delivery. Seller shall have received fully executed counterparts of the Transaction Documents, with originals to follow upon closing.

4.2.2 Notice of Assignment. [Not applicable]

4.2.3 Incumbency Certificate. Seller shall have received a certificate of a responsible officer of Purchaser certifying as to the authority and incumbency of the officers of Purchaser executing the documents contemplated hereby.

4.2.4 Representations and Warranties True. All representations and warranties of Purchaser contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of such date.

4.2.5 Performance of Covenants. All obligations and agreements required by this Agreement to be performed by Purchaser on or prior to the Closing Date shall have been performed.

4.2.6 Payment of Purchase Price. Purchaser shall pay the Purchase Price for the Assets to the senior lenders.

4.2.7 Required Consents. Written consents shall have been obtained with respect to any and all approvals, authorizations, consents, licenses, certificates and orders of, registrations, filings, and recordings with and notices to any federal, state, or other public or governmental office, authority, agency, or court, and any person holding a direct or indirect

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interest (or for whose benefit any interest is held) in the Assets that are necessary (a) for the valid authorization, execution, delivery and performance of this Agreement by Purchaser or (b) for the effectiveness and full enforceability of this Agreement and the rights intended to be created hereby and thereby in favor of Seller or against Purchaser.

5. Taxes.

5.1 Seller’s Indemnity. Seller shall be responsible to pay, and shall indemnify Purchaser from and against (a) all duties, excise taxes, value added taxes, or other taxes, licenses, fees or other costs which were (or may be) required to be paid in connection with events arising prior to the Closing, in each case, except as expressly provided in 6.1.1 and (b) all federal, state or local income or franchise taxes, and taxes related to forgiveness of debt, incurred by Seller or its affiliates, whether attributable to periods before, on, or after the Closing.

5.2 Purchaser’s Indemnity. Except as set forth in Section 5.1, Purchaser shall be responsible to pay, and shall indemnify Seller from and against all sales, use, property taxes, duties, excise taxes, value added taxes, withholdings or other taxes, licenses, fees or other costs which were (or may be) required to be paid in connection with events arising on or after the Closing, including but not limited to any applicable acquisition taxes.

6. Post Closing Matters.

6.1 Allocation of Rents and Operating Expenses. In consideration of the assignment of Seller’s rights and interest in the Accounts to Purchaser, and subject to the calculation and distribution of reserves and distributions as contemplated under the Termination Agreement:

6.1.1 (a) Purchaser shall be responsible for and shall pay all inspection, maintenance, ad valorem taxes, withholding taxes on Lease rents, storage, transportation, re-marking, UMLER and Official Railway Equipment Register (ORER) costs and expenses and any costs associated with filing and reporting required by the AAR, FRA or other applicable authority relating to the Cars, and the Operative Documents as they pertain to the Cars, which are incurred prior to the Closing Date and are unpaid as of the Closing Date (the “Operating Expenses”), and (b) Purchaser shall be responsible for and shall pay all expenses relating to the Cars, and the Operative Documents as they pertain to the Cars, which are incurred on or after the Closing Date, and all expenses associated with the Accounts with respect to periods on and after December 15, 2015.

6.1.2 (a) Purchaser shall be entitled to all revenues relating to the Cars, and the Operative Documents as they pertain to the Cars, and the Accounts, and earned prior to the Closing Date but not yet received at the time of Closing and (b) Purchaser shall be entitled to all revenues earned on or after the Closing Date. In the event Seller receives any revenues relating to the Cars, the Operative Documents as they pertain to the Cars or the Accounts on or after Closing, Seller shall promptly remit such amounts to Purchaser.

6.1.3 Upon Closing, the Management Agreement between Seller and GMS will terminate, along with the Purchaser’s guaranty of GMS obligations thereunder, and Purchaser will be responsible for any Operating Expenses payable to GMS thereunder with respect to periods prior to the Closing.

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6.1.4 Without limiting any other rights or remedies of Purchaser, and other than expenses incurred by GLC or its affiliates in maintaining the Lease Fleet as provided in Exhibit A to the Termination Agreement, Purchaser may offset any amount to which Purchaser, or any affiliate of Purchaser, may be entitled under this Agreement (with respect to indemnity claims, Retained Obligations or otherwise) or any of the related agreements including but not limited to the Termination Agreement, against amounts otherwise payable to Seller by Purchaser under this Agreement or otherwise payable to Seller or any of its affiliates by Purchaser or any of its affiliates under the Termination Agreement. The exercise of the right of offset by Purchaser in good faith, whether or not ultimately determined to be justified, will not constitute a breach of this Agreement or any other agreement. In addition, neither the exercise of such right of offset, nor the failure to exercise, will limit the rights and remedies of Purchaser or any of their affiliates in any manner against Seller.

6.2 Records. [Not applicable]

6.3 Marks Management. [Not applicable]

6.4 Further Assurances. Each party agrees that from time to time before, on or after the Closing Date, it shall, on its own initiative taken in good faith and at the reasonable request of the other party, execute and deliver or cause to be executed and delivered such instruments of transfer, conveyance, assignment or assumption, and such other documents, papers and filings with the STB, RG or other filing offices as may be required, and take all such further actions, in addition to those required under the express terms of this Agreement, as may be reasonably required to more effectively consummate the purposes of this Agreement and implement the transactions contemplated hereby. Seller expressly covenants and agrees to cooperate with Purchaser in connection with any litigation arising with respect to the Assets if Seller’s cooperation is reasonably necessary for the adjudication of issues raised in such litigation.

6.5 Confidentiality. Seller and Purchaser shall maintain the terms of this Agreement in confidence, and shall take all reasonable precautions to preserve its confidentiality at all times; provided however that either party may disclose the terms of this Agreement to its employees, agents, auditors and legal advisors who likewise have a confidentiality obligation, or as may otherwise be legally required, or in any filing required of such party or such party’s affiliate with any securities commission or other regulatory agency or as may be required by the securities listing requirements applicable to such party or such party’s affiliates.

7. Miscellaneous.

7.1 Amendments and Waivers. Any provisions of this Agreement may be amended and the observance of any provision of this Agreement may be waived only by an instrument in writing specifically stating that such instrument is intended to amend, modify or supplement this Agreement or to waive such provision and duly signed by or on behalf of each of the parties hereto.

7.2 Notices. Any notice, request or other communication required or provided by this Agreement shall be given in writing and be personally delivered, mailed by registered or certified mail, or given by telex, telegram or facsimile transmission confirmed by mail, addressed to:

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If to Purchaser:

Greenbrier Leasing Company LLC

One Centerpointe Drive, Suite 200

Lake Oswego, Oregon 97035

Attention: General Counsel

Telephone: (503) 684-7000

Telecopy: (503)-684-7553

and if to Seller:

WL Ross Greenbrier Rail I LLC

1166 Avenue of the Americas

New York, NY 10036

Attention: Wendy Teramoto

Telephone: (212) 826-2041

Telecopy: (212) 317-4892

Such notice shall be deemed given upon receipt thereof at the address of the party above stated or at any other address specified by such party in a notice complying with this Section.

7.3 Representations and Warranties. The representations, warranties and covenants of the parties hereto contained in or made pursuant to this Agreement, except as they may be fully performed prior to or on the Closing Date, shall survive the execution and delivery of this Agreement and the Closing.

7.4 General Indemnity. Except as otherwise provided in the Transaction Documents, Seller shall indemnify and hold Purchaser and any affiliate, officer, director, shareholder, partner, contractor, indemnitee, settlor, employee, servant, agent, beneficiary, successor, transferee or assign of Purchaser (together with Purchaser, the “Purchaser’s Indemnified Parties”) harmless from any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements, including legal fees and expenses of whatsoever kind and nature (including claims arising under any legal theory including torts, contracts, tax or regulatory law) incurred by or asserted against one or more Purchaser’s Indemnified Parties with respect to the Assets, arising out of accident, injury or damage occurring prior to the Closing or any breach of any Seller representation or obligation under this Agreement; and Purchaser shall indemnify and hold Seller and any affiliate, officer, director, shareholder, partner, contractor, indemnitee, settlor, employee, servant, agent, beneficiary, successor, transferee or assign of Seller (together with Seller, the “Seller’s Indemnified Parties”) harmless from any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements, including legal fees and expenses of whatsoever kind and nature (including claims arising under any legal theory including torts, contracts, tax or regulatory law) incurred by or asserted against one or more Seller’s Indemnified Parties with respect to the Assets, arising out of accident, injury or damage occurring on or after the Closing or any breach of any Purchaser representation or obligation under this Agreement.

7.5 Parties in Interest, Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that neither Purchaser nor Seller may assign any of their rights or obligations under the Transaction Documents without the prior written consent of the other party.

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7.6 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW (OTHER THAN TITLE 14 OF ARTICLE 5 OF THE GENERAL OBLIGATIONS LAW).

7.7 Interpretation. In this Agreement, the singular shall include the plural and the word “person” shall include corporations, partnerships, joint ventures, associations, trusts, unincorporated organizations, governments and agencies, as well as natural persons.

7.8 Integration. This Agreement and the other agreements, documents and instruments referred to herein or contemplated hereby, constitute the entire agreement of the parties with respect to the transactions contemplated hereby and thereby and supersede any previous agreement or understanding among the parties with respect thereto.

7.9 Headings. Titles or captions of Sections or Subsections contained in this Agreement are inserted only as a matter of convenience and for reference, and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provision hereof.

7.10 Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, but all such counterparts together shall constitute one and the same instrument.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the undersigned parties have caused this Agreement to be signed by their respective duly authorized officers as of the date first above written.

SELLER:	WL ROSS-GREENBRIER RAIL I LLC
	By: /s/ Wendy Teramoto
	Name: Wendy Teramoto
	Title: Vice President
PURCHASER:	GREENBRIER LEASING COMPANY LLC
	By: /s/ Larry Stanley
	Name: Larry D. Stanley
	Title: Vice President

[Signature page to Purchase and Sale Agreement]

EXHIBIT A

TO PURCHASE AND SALE AGREEMENT

Railcars and Leases

RAILCARS

Lease ID	Number of Cars		Description	Reporting Marks and Numbers
B01-140		64	5,161 CF covered hoppers, 286,000 lbs. GRL, AAR Car Type Code C114	AOK 65502 through AOK 65504, inclusive; AOK 65507; AOK 65510; AOK 65512; AOK 65516 through AOK 65518, inclusive; AOK 65522; AOK 65523; AOK 65527; AOK 65532; AOK 65539; AOK 65540; AOK 65542; AOK 65547; AOK 65549; AOK 65551; AOK 65553; AOK 65555; AOK 65558; AOK 65559; AOK 65563; AOK 65570 through AOK 65572, inclusive; AOK 65579; AOK 65581 through AOK 65583, inclusive; AOK 65586 through AOK 65588, inclusive; AOK 65591; AOK 65604; AOK 65613; AOK 65617; AOK 65618; AOK 65620; AOK 65621; AOK 65628; AOK 65632; AOK 65633; AOK 65637 through AOK 65639, inclusive; AOK 65641; AOK 65643; AOK 65657; AOK 65663; AOK 65667; AOK 65670; AOK 65680; AOK 65683; AOK 65685; AOK 65689; AOK 65695 through AOK 65698, inclusive; AOK 65702; AOK 65703; and AOK 65707
B01-159		200	3,267 CF gondolas with non-rotary couplers, 286,000 lbs. GRL, AAR Car Type Code E735	AOK 519200 through AOK 519399, inclusive
B01-162		42	4,480 CF gondolas with rotary couplers, 286,000 lbs. GRL, AAR Car Type Code J311; and 4,520 CF gondolas with rotary couplers, 286,000 lbs. GRL, AAR Car Type Code J311	BNBX 1007 to BNBX 503549, not inclusive; see Exhibit A.1
B01-190		125	4,480 CF gondolas with rotary couplers, 286,000 lbs. GRL, AAR Car Type Code J311; and 4,520 CF gondolas with rotary couplers, 286,000 lbs. GRL, AAR Car Type Code J311	BNBX 1006 to BNBX 120363, not inclusive; see Exhibit A.2
B01-191		172	3,985 CF open hoppers with 8 outlets and rotary couplers, 286,000 lbs. GRL, AAR Car Type Code K341; and 4,200 CF open hoppers with 5 outlets and rotary couplers, 286,000 lbs. GRL, AAR Car Type Code K341	GBRX 20201 through GBRX 20220, inclusive; GBRX 20222 through GBRX 20238, inclusive; GBRX 20240 through GBRX 20244, inclusive; GBRX20246 through GBRX 20254, inclusive; GBRX 20256 through GBRX 20261, inclusive; GBRX 20263 through GBRX 20279, inclusive; GBRX 20281 through GBRX 20283, inclusive; GBRX 20285 through GBRX 20294, inclusive; GBRX 20296 through GBRX 20326, inclusive; GBRX 20328 through GBRX 20344, inclusive; GBRX 20346 through GBRX 20354, inclusive; GBRX 20356 through GBRX 20371, inclusive; GBRX 20373 through GBRX 20381, inclusive; GBRX 26162; GBRX 26166; and GBRX 26180
S66-001		20	3,281 CF covered hoppers, 286,000 lbs. GRL, AAR Car Type Code C112	BNBX 120750 through BNBX 120769, inclusive
A62-001		27	6,221 CF covered hoppers with pneumatic outlets, 286,000 lbs. GRL, AAR Car Type Code C214	TIMX 62031; AOKX 62013; AOKX 62014; AOKX 62020 through AOKX 62030, inclusive; and AOKX 62032 through AOKX 62044, inclusive
A62-002		18	6,221 CF covered hoppers with pneumatic outlets, 286,000 lbs. GRL, AAR Car Type Code C214	TIMX 62000 through TIMX 62019, inclusive

Lease ID	Number of Cars		Description	Reporting Marks and Numbers
C07-038		17	4,520 CF gondolas with rotary couplers, 286,000 lbs. GRL, AAR Car Type Code J311	BNBX 1009; BNBX 1082; BNBX 1087; BNBX 1089; BNBX 1092; BNBX 1097; BNBX 1108; BNBX 1130; BNBX 1164; BNBX 1166; BNBX 1241; BNBX 1321; BNBX 1346; BNBX 1358; BNBX 1373; BNBX 1451; and BNBX 503520
C100-001		196	4,520 CF gondolas with rotary couplers, 286,000 lbs. GRL, AAR Car Type Code J311	BNBX 1001 to BNBX 503550, not inclusive; see Exhibit A.3
C02-044		190	4,480 CF gondolas with rotary couplers, 286,000 lbs. GRL, AAR Car Type Code J311	BNBX 6044 through BNBX 6064, inclusive; BNBX 6066 through BNBX 6081, inclusive; BNBX 6083 through BNBX 6096, inclusive; BNBX 6098 through BNBX 6105, inclusive; BNBX 6107 through BNBX 6110, inclusive; BNBX 6112 through BNBX 6159, inclusive; and BNBX 6161 through BNBX 6239, inclusive
C02-048		199	42-foot gondolas, 286,000 lbs. GRL, AAR Car Type Code E241	AOK 494500 through AOK 494647, inclusive; and AOK 494649 through AOK 494699, inclusive
D07-007		96	73-foot centerbeam flatcars, 286,000 lbs. GRL, AAR Car Type Code F483	AOK 21531 to AOK 29348, not inclusive; see Exhibit A.4
E03-004		141	4,480 CF gondolas with rotary couplers, 286,000 lbs. GRL, AAR Car Type Code J311; and 4,520 CF gondolas with rotary couplers, 286,000 lbs. GRL, AAR Car Type Code J311	BNBX 1008 to BNBX 503545, not inclusive; see Exhibit A.5
E33-002		145	4,520 CF gondolas with rotary couplers, 286,000 lbs. GRL, AAR Car Type Code J311	BNBX 120110 to BNBX 120373, not inclusive; see Exhibit A.6
G08-011		95	4,200 CF open hoppers with 5 outlets and rotary couplers, 286,000 lbs. GRL, AAR Car Type Code K341	GBRX 26125 through GBRX 26135, inclusive; GBRX 26138 through GBRX 26145, inclusive; GBRX 26147 through GBRX 26150, inclusive; GBRX 26152; GBRX 26154; GBRX 26155; GBRX 26157 through GBRX 26160, inclusive; GBRX 26167 through GBRX 26169, inclusive; GBRX 26171; GBRX 26174; GBRX 26175; GBRX 26177 through GBRX 26179, inclusive; GBRX 26182 through GBRX 26185, inclusive; GBRX 26187; GBRX 26189 through GBRX 26195, inclusive; GBRX 26198 through GBRX 26223, inclusive; GBRX 26225 through GBRX 26229, inclusive; GBRX 26231; GBRX 26235; GBRX 26237 through GBRX 26239, inclusive; GBRX 26241 through GBRX 26243, inclusive; and GBRX 26246 through GBRX 26249, inclusive
K08-002		25	3,281 CF covered hoppers with gravity gates, 286,000 lbs. GRL, AAR Car Type Code C112	GBRX 65425 through GBRX 65449, inclusive
L04-003		76	3,281 CF covered hoppers with gravity gates, 286,000 lbs. GRL, AAR Car Type Code C112	ARUX 210; BCAX 200 through BCAX 209, inclusive; and BCAX 211 through BCAX 275, inclusive
L10-022		99	3,250 CF covered hoppers with gravity gates, 286,000 lbs. GRL, AAR Car Type Code C112	CEFX 81080 to CEFX 81160, not inclusive; and GBRX 81074 to GBRX 81173, not inclusive; see Exhibit A.7
L05-003		74	73-foot centerbeam flatcars, 286,000 lbs. GRL, AAR Car Type Code F483	AOK 21530 to AOK 29349, not inclusive; see Exhibit A.8
M10-025		25	60-foot Plate E boxcars with double sliding doors, 286,000 lbs. GRL, AAR Car Type Code B617	AOK 120008 to AOK 120142, not inclusive; see Exhibit A.9

2

Lease ID	Number of Cars		Description	Reporting Marks and Numbers
M10-028		437	50-foot Plate G boxcars with single plug door, 286,000 lbs. GRL, AAR Car Type Code A406	IBT 18400 through IBT 18403, inclusive; IBT 18405 through IBT 18416, inclusive; IBT 18419 through IBT 18500, inclusive; IBT 18502 through IBT 18529, inclusive; IBT 18531 through IBT 18536, inclusive; IBT 18538 through IBT 18604, inclusive; IBT 18606 through IBT 18627, inclusive; IBT 18629 through IBT 18749, inclusive; IBT 18751; IBT 18753 through IBT 18772, inclusive; IBT 18774 through IBT 18783, inclusive; IBT 18785 through IBT 18803, inclusive; and IBT 18805 through IBT 18849, inclusive
O16-001		23	4,200 CF open hoppers with 5 outlets and rotary couplers, 286,000 lbs. GRL, AAR Car Type Code K341	GBRX 26136; GBRX 26137; GBRX 26146; GBRX 26151; GBRX 26153; GBRX 26156; GBRX 26161; GBRX 26164; GBRX 26170; GBRX 26173; GBRX 26176; GBRX 26181; GBRX 26186; GBRX 26196; GBRX 26197; GBRX 26224; GBRX 26230; GBRX 26233; GBRX 26234; GBRX 26236; GBRX 26240; GBRX 26244; and GBRX 26245
P28-009		26	3,230 CF pressure-differential covered hoppers, 286,000 lbs. GRL, AAR Car Type Code C612	BNBX 95072 to BNBX 95716, not inclusive; see Exhibit A.10
P06-007		50	60-foot Plate E boxcars with double sliding doors, 286,000 lbs. GRL, AAR Car Type Code B617	AOK 120000 to AOK 120149, not inclusive; see Exhibit A.11
R09-001		19	3,230 CF pressure-differential covered hoppers, 286,000 lbs. GRL, AAR Car Type Code C612	GBRX 65000 through GBRX 65013, inclusive; and GBRX 65015 through GBRX 65019, inclusive
S68-002		141	4,480 CF gondolas with rotary couplers, 286,000 lbs. GRL, AAR Car Type Code J311; and 4,520 CF gondolas with rotary couplers, 286,000 lbs. GRL, AAR Car Type Code J311	BNBX 1017 to BNBX 503539, not inclusive; see Exhibit A.12
S65-001		120	4,074 CF open covered hoppers with 9 outlets and rotary couplers, 286,000 lbs. GRL, AAR Car Type Code K341	GBRX 49001 to GBRX 49244, not inclusive; see Exhibit A.13
S65-005		127	4,074 CF open covered hoppers with 9 outlets and rotary couplers, 286,000 lbs. GRL, AAR Car Type Code K341; and 4,200 CF open covered hoppers with 9 outlets and rotary couplers, 286,000 lbs. GRL, AAR Car Type Code K341	BNBX 503554 to BNBX 503566, not inclusive; and GBRX 49002 to GBRX 49245, not inclusive; see Exhibit A.14
S77-001		25	42-foot gondolas, 286,000 lbs. GRL, AAR Car Type Code E241	AOKX 34375 through AOKX 34399, inclusive
T21-020		100	5,161 CF covered hoppers, 286,000 lbs. GRL, AAR Car Type Code C114	AOKX 65505 to AOKX 65709, not inclusive; see Exhibit A.15
T06-005		104	60-foot Plate F boxcars with 16-foot double plug doors, 286,000 lbs. GRL, AAR Car Type Code A606	TBOX 889269 through TBOX 889274, inclusive; and TBOX 889276 through TBOX 889373, inclusive
U01-061		101	5,200 CF covered hoppers with gravity/pneumatic gates, 286,000 lbs. GRL, AAR Car Type Code C314	CMO 10010; CMO 10017; CMO 10069; CMO 100472; CMO 10075; CMO 10101; CMO 10108; CMO 10109; CMO 10119; CMO 10171; CMO 10174; CMO 10175; CMO 10199 through CMO 10222, inclusive; CMO 10224 through CMO 10248, inclusive; and CMO 10250 through CMO 10289, inclusive

3

Lease ID	Number of Cars		Description	Reporting Marks and Numbers
U01-073		20	5,161 CF covered hoppers, 286,000 lbs. GRL, AAR Car Type Code C114	CMO 63034 through CMO 63053, inclusive
W04-022		94	60-foot Plate F boxcars with 16-foot double plug doors, 286,000 lbs. GRL, AAR Car Type Code A606	AOK 354617 to AOK 354998, not inclusive; see Exhibit A.16
W26-001		142	4,530 CF gondolas with rotary couplers, 286,000 lbs. GRL, AAR Car Type Code J311	WEPX 2875 through WEPX 2901, inclusive; WEPX 2903 through WEPX 2929, inclusive; WEPX 2931 through WEPX 2940, inclusive; WEPX 2942 through WEPX 2977, inclusive; WEPX 2979 through WEPX 2990, inclusive; WEPX 2992 through WEPX 2995, inclusive; WEPX 2997 through WEPX 3007, inclusive; WEPX 3009 through WEPX 3022, inclusive; and WEPX 3024
Off-lease/stored Group 1		21	5,161 CF covered hoppers, 286,000 lbs. GRL, AAR Car Type Code C114	AOK 65501 to AOK 65681, not inclusive; see Exhibit A.17
Off-lease/stored Group 2		147	3,197 CF gondolas with non-rotary couplers, 263,000 lbs. GRL, AAR Car Type Code E735	WCRC 3175 through WCRC 3195, inclusive; WCRC 3197 through WCRC 3220, inclusive; WCRC 3222; WCRC 3223; and WCRC 3225 through WCRC 3224, inclusive
Off-lease/stored Group 3		16	12-foot 9-inch, 4,520 CF gondolas with rotary couplers, 286,000 lbs. GRL, AAR Car Type Code J311	BNBX 1401 through BNBX 1404, inclusive; BNBX 1417; BNBX 1419; BNBX 1421; BNBX 1426; BNBX 1429; BNBX 1430; BNBX 1432; BNBX 1434; and BNBX 1445 through BNBX 1448, inclusive
Off-lease/stored Group 4		116	8-foot 8-inch, 4,520 CF gondolas with rotary couplers, 286,000 lbs. GRL, AAR Car Type Code J311	BNBX 1003 to BNBX 503553, not inclusive; see Exhibit A.18
Off-lease/stored Group 5		7	3,985 CF open hoppers with rotary couplers, 286,000 lbs. GRL, AAR Car Type Code K341	GBRX 20221, GBRX 20239, GBRX 20280, GBRX 20327, GBRX 20345, GBRX 20355, and GBRX 20372
Off-lease/stored Group 6		1	4,074 CF open hopper with 9 outlets and rotary couplers, 286,000 lbs. GRL, AAR Car Type Code K341	GBRX 49082
Off-lease/stored Group 7		2	4,200 CF open hoppers with 5 outlets and rotary couplers, 286,000 lbs. GRL, AAR Car Type Code K341	GBRX 26163 and GBRX 26172
Total		3,885

4

EXHIBIT A.1 (B01-162)

Mark	Number	Mark	Number
BNBX	1007	BNBX	1378
BNBX	1034	BNBX	1380
BNBX	1064	BNBX	1385
BNBX	1065	BNBX	1407
BNBX	1077	BNBX	1410
BNBX	1093	BNBX	1416
BNBX	1103	BNBX	1418
BNBX	1145	BNBX	1423
BNBX	1170	BNBX	1424
BNBX	1179	BNBX	1428
BNBX	1207	BNBX	1431
BNBX	1273	BNBX	1433
BNBX	1274	BNBX	1442
BNBX	1291	BNBX	40380
BNBX	1301	BNBX	40419
BNBX	1314	BNBX	503483
BNBX	1325	BNBX	503485
BNBX	1327	BNBX	503532
BNBX	1333	BNBX	503534
BNBX	1350	BNBX	503548
BNBX	1352	BNBX	503549

5

EXHIBIT A.2 (B01-190)

Mark	Number	Mark	Number	Mark	Number	Mark	Number	Mark	Number
BNBX	1006	BNBX	1116	BNBX	1224	BNBX	1339	BNBX	40535
BNBX	1013	BNBX	1119	BNBX	1231	BNBX	1361	BNBX	40542
BNBX	1018	BNBX	1120	BNBX	1233	BNBX	1364	BNBX	120144
BNBX	1021	BNBX	1125	BNBX	1235	BNBX	1367	BNBX	120147
BNBX	1024	BNBX	1132	BNBX	1242	BNBX	1369	BNBX	120158
BNBX	1040	BNBX	1136	BNBX	1244	BNBX	1374	BNBX	120161
BNBX	1043	BNBX	1147	BNBX	1251	BNBX	1384	BNBX	120162
BNBX	1044	BNBX	1151	BNBX	1252	BNBX	1390	BNBX	120164
BNBX	1054	BNBX	1161	BNBX	1262	BNBX	1394	BNBX	120175
BNBX	1056	BNBX	1163	BNBX	1264	BNBX	1396	BNBX	120181
BNBX	1063	BNBX	1167	BNBX	1265	BNBX	1398	BNBX	120189
BNBX	1068	BNBX	1168	BNBX	1276	BNBX	1400	BNBX	120207
BNBX	1074	BNBX	1171	BNBX	1278	BNBX	1411	BNBX	120226
BNBX	1075	BNBX	1172	BNBX	1285	BNBX	1437	BNBX	120228
BNBX	1079	BNBX	1173	BNBX	1292	BNBX	1441	BNBX	120237
BNBX	1083	BNBX	1177	BNBX	1294	BNBX	1449	BNBX	120291
BNBX	1084	BNBX	1187	BNBX	1295	BNBX	40138	BNBX	120296
BNBX	1085	BNBX	1191	BNBX	1297	BNBX	40254	BNBX	120305
BNBX	1088	BNBX	1195	BNBX	1299	BNBX	40261	BNBX	120316
BNBX	1090	BNBX	1198	BNBX	1300	BNBX	40332	BNBX	120320
BNBX	1099	BNBX	1200	BNBX	1307	BNBX	40360	BNBX	120326
BNBX	1100	BNBX	1202	BNBX	1310	BNBX	40365	BNBX	120340
BNBX	1105	BNBX	1205	BNBX	1312	BNBX	40376	BNBX	120346
BNBX	1106	BNBX	1210	BNBX	1322	BNBX	40501	BNBX	120362
BNBX	1110	BNBX	1217	BNBX	1331	BNBX	40518	BNBX	120363

6

EXHIBIT A.3 (C100-001)

Mark	Number	Mark	Number	Mark	Number	Mark	Number	Mark	Number
BNBX	1001	BNBX	1186	BNBX	1329	BNBX	120150	BNBX	120304
BNBX	1002	BNBX	1188	BNBX	1337	BNBX	120154	BNBX	120307
BNBX	1010	BNBX	1192	BNBX	1341	BNBX	120155	BNBX	120310
BNBX	1014	BNBX	1193	BNBX	1345	BNBX	120156	BNBX	120318
BNBX	1019	BNBX	1196	BNBX	1347	BNBX	120163	BNBX	120319
BNBX	1028	BNBX	1199	BNBX	1349	BNBX	120165	BNBX	120322
BNBX	1029	BNBX	1203	BNBX	1351	BNBX	120166	BNBX	120323
BNBX	1033	BNBX	1214	BNBX	1363	BNBX	120169	BNBX	120324
BNBX	1035	BNBX	1215	BNBX	1370	BNBX	120173	BNBX	120325
BNBX	1038	BNBX	1221	BNBX	1372	BNBX	120179	BNBX	120331
BNBX	1047	BNBX	1225	BNBX	1375	BNBX	120183	BNBX	120341
BNBX	1049	BNBX	1226	BNBX	1376	BNBX	120185	BNBX	120344
BNBX	1050	BNBX	1228	BNBX	1377	BNBX	120186	BNBX	120345
BNBX	1051	BNBX	1229	BNBX	1382	BNBX	120200	BNBX	120347
BNBX	1073	BNBX	1234	BNBX	1386	BNBX	120203	BNBX	120349
BNBX	1076	BNBX	1237	BNBX	1392	BNBX	120204	BNBX	120356
BNBX	1080	BNBX	1240	BNBX	1395	BNBX	120209	BNBX	120360
BNBX	1081	BNBX	1246	BNBX	1399	BNBX	120218	BNBX	120368
BNBX	1096	BNBX	1247	BNBX	1412	BNBX	120219	BNBX	120369
BNBX	1098	BNBX	1249	BNBX	1413	BNBX	120220	BNBX	120372
BNBX	1101	BNBX	1253	BNBX	1414	BNBX	120221	BNBX	120374
BNBX	1111	BNBX	1254	BNBX	1420	BNBX	120222	BNBX	503492
BNBX	1115	BNBX	1255	BNBX	1425	BNBX	120223	BNBX	503495
BNBX	1117	BNBX	1256	BNBX	1435	BNBX	120225	BNBX	503496
BNBX	1124	BNBX	1260	BNBX	1438	BNBX	120235	BNBX	503502
BNBX	1127	BNBX	1263	BNBX	1444	BNBX	120241	BNBX	503509
BNBX	1133	BNBX	1266	BNBX	1450	BNBX	120246	BNBX	503510
BNBX	1135	BNBX	1271	BNBX	120111	BNBX	120249	BNBX	503512
BNBX	1137	BNBX	1279	BNBX	120113	BNBX	120252	BNBX	503521
BNBX	1140	BNBX	1284	BNBX	120115	BNBX	120253	BNBX	503522
BNBX	1143	BNBX	1287	BNBX	120117	BNBX	120254	BNBX	503531
BNBX	1144	BNBX	1296	BNBX	120118	BNBX	120256	BNBX	503535
BNBX	1146	BNBX	1298	BNBX	120121	BNBX	120257	BNBX	503537
BNBX	1150	BNBX	1308	BNBX	120126	BNBX	120258	BNBX	503538
BNBX	1154	BNBX	1309	BNBX	120128	BNBX	120264	BNBX	503546
BNBX	1165	BNBX	1316	BNBX	120131	BNBX	120265	BNBX	503550
BNBX	1175	BNBX	1318	BNBX	120138	BNBX	120268
BNBX	1178	BNBX	1319	BNBX	120141	BNBX	120281
BNBX	1182	BNBX	1320	BNBX	120146	BNBX	120282
BNBX	1185	BNBX	1323	BNBX	120148	BNBX	120297

7

EXHIBIT A.4 (D07-007)

Mark	Number	Mark	Number	Mark	Number	Mark	Number
AOK	21531	AOK	29175	AOK	29239	AOK	29304
AOK	21540	AOK	29177	AOK	29240	AOK	29305
AOK	21546	AOK	29180	AOK	29241	AOK	29307
AOK	21552	AOK	29182	AOK	29242	AOK	29311
AOK	21561	AOK	29184	AOK	29243	AOK	29312
AOK	21564	AOK	29186	AOK	29245	AOK	29313
AOK	21568	AOK	29189	AOK	29246	AOK	29315
AOK	21569	AOK	29194	AOK	29251	AOK	29317
AOK	21571	AOK	29195	AOK	29252	AOK	29319
AOK	29150	AOK	29197	AOK	29253	AOK	29322
AOK	29151	AOK	29199	AOK	29260	AOK	29325
AOK	29152	AOK	29200	AOK	29263	AOK	29328
AOK	29153	AOK	29201	AOK	29264	AOK	29329
AOK	29154	AOK	29203	AOK	29268	AOK	29330
AOK	29155	AOK	29208	AOK	29269	AOK	29336
AOK	29157	AOK	29210	AOK	29270	AOK	29338
AOK	29158	AOK	29212	AOK	29273	AOK	29341
AOK	29160	AOK	29214	AOK	29285	AOK	29342
AOK	29161	AOK	29219	AOK	29287	AOK	29343
AOK	29162	AOK	29222	AOK	29288	AOK	29345
AOK	29165	AOK	29223	AOK	29289	AOK	29348
AOK	29167	AOK	29225	AOK	29296
AOK	29171	AOK	29231	AOK	29297
AOK	29172	AOK	29233	AOK	29301
AOK	29173	AOK	29238	AOK	29302

8

EXHIBIT A.5 (E03-004)

Mark	Number	Mark	Number	Mark	Number	Mark	Number
BNBX	1008	BNBX	1379	BNBX	40283	BNBX	40413
BNBX	1022	BNBX	1408	BNBX	40284	BNBX	40427
BNBX	1025	BNBX	1422	BNBX	40286	BNBX	40429
BNBX	1031	BNBX	1427	BNBX	40287	BNBX	40432
BNBX	1042	BNBX	1436	BNBX	40293	BNBX	40437
BNBX	1052	BNBX	1439	BNBX	40298	BNBX	40439
BNBX	1059	BNBX	1440	BNBX	40299	BNBX	40441
BNBX	1069	BNBX	1443	BNBX	40302	BNBX	40447
BNBX	1071	BNBX	40132	BNBX	40308	BNBX	40459
BNBX	1107	BNBX	40141	BNBX	40318	BNBX	40464
BNBX	1121	BNBX	40143	BNBX	40320	BNBX	40493
BNBX	1122	BNBX	40148	BNBX	40322	BNBX	40495
BNBX	1142	BNBX	40155	BNBX	40327	BNBX	40506
BNBX	1155	BNBX	40167	BNBX	40329	BNBX	40521
BNBX	1156	BNBX	40186	BNBX	40333	BNBX	40524
BNBX	1160	BNBX	40196	BNBX	40335	BNBX	40527
BNBX	1183	BNBX	40199	BNBX	40337	BNBX	40530
BNBX	1189	BNBX	40204	BNBX	40342	BNBX	40539
BNBX	1194	BNBX	40206	BNBX	40347	BNBX	40543
BNBX	1211	BNBX	40228	BNBX	40356	BNBX	40545
BNBX	1212	BNBX	40229	BNBX	40364	BNBX	40546
BNBX	1213	BNBX	40236	BNBX	40370	BNBX	40560
BNBX	1218	BNBX	40238	BNBX	40371	BNBX	40563
BNBX	1219	BNBX	40243	BNBX	40372	BNBX	40567
BNBX	1248	BNBX	40248	BNBX	40373	BNBX	40573
BNBX	1269	BNBX	40249	BNBX	40378	BNBX	40575
BNBX	1281	BNBX	40253	BNBX	40387	BNBX	40580
BNBX	1288	BNBX	40256	BNBX	40389	BNBX	40584
BNBX	1293	BNBX	40257	BNBX	40392	BNBX	40590
BNBX	1304	BNBX	40263	BNBX	40396	BNBX	40591
BNBX	1340	BNBX	40264	BNBX	40399	BNBX	40592
BNBX	1342	BNBX	40266	BNBX	40400	BNBX	503494
BNBX	1343	BNBX	40278	BNBX	40404	BNBX	503516
BNBX	1356	BNBX	40279	BNBX	40406	BNBX	503524
BNBX	1366	BNBX	40282	BNBX	40410	BNBX	503543
						BNBX	503545

9

EXHIBIT A.6 (E33-002)

Mark	Number	Mark	Number	Mark	Number	Mark	Number	Mark	Number
BNBX	120110	BNBX	120168	BNBX	120211	BNBX	120261	BNBX	120327
BNBX	120112	BNBX	120170	BNBX	120212	BNBX	120262	BNBX	120332
BNBX	120114	BNBX	120171	BNBX	120213	BNBX	120263	BNBX	120333
BNBX	120116	BNBX	120172	BNBX	120214	BNBX	120267	BNBX	120334
BNBX	120119	BNBX	120174	BNBX	120215	BNBX	120279	BNBX	120335
BNBX	120120	BNBX	120176	BNBX	120216	BNBX	120280	BNBX	120336
BNBX	120122	BNBX	120177	BNBX	120217	BNBX	120283	BNBX	120337
BNBX	120123	BNBX	120178	BNBX	120224	BNBX	120287	BNBX	120338
BNBX	120124	BNBX	120180	BNBX	120227	BNBX	120288	BNBX	120339
BNBX	120125	BNBX	120182	BNBX	120229	BNBX	120289	BNBX	120342
BNBX	120129	BNBX	120184	BNBX	120230	BNBX	120290	BNBX	120343
BNBX	120130	BNBX	120187	BNBX	120231	BNBX	120292	BNBX	120348
BNBX	120132	BNBX	120188	BNBX	120232	BNBX	120294	BNBX	120350
BNBX	120135	BNBX	120190	BNBX	120233	BNBX	120295	BNBX	120351
BNBX	120136	BNBX	120191	BNBX	120234	BNBX	120298	BNBX	120352
BNBX	120137	BNBX	120192	BNBX	120236	BNBX	120299	BNBX	120353
BNBX	120139	BNBX	120193	BNBX	120238	BNBX	120300	BNBX	120354
BNBX	120140	BNBX	120194	BNBX	120239	BNBX	120301	BNBX	120355
BNBX	120142	BNBX	120195	BNBX	120242	BNBX	120302	BNBX	120357
BNBX	120143	BNBX	120196	BNBX	120243	BNBX	120303	BNBX	120358
BNBX	120145	BNBX	120197	BNBX	120244	BNBX	120306	BNBX	120359
BNBX	120149	BNBX	120198	BNBX	120245	BNBX	120308	BNBX	120361
BNBX	120151	BNBX	120199	BNBX	120247	BNBX	120309	BNBX	120364
BNBX	120152	BNBX	120201	BNBX	120248	BNBX	120311	BNBX	120365
BNBX	120153	BNBX	120202	BNBX	120250	BNBX	120312	BNBX	120366
BNBX	120157	BNBX	120205	BNBX	120251	BNBX	120313	BNBX	120367
BNBX	120159	BNBX	120206	BNBX	120255	BNBX	120315	BNBX	120370
BNBX	120160	BNBX	120208	BNBX	120259	BNBX	120317	BNBX	120371
BNBX	120167	BNBX	120210	BNBX	120260	BNBX	120321	BNBX	120373

10

EXHIBIT A.7 (L10-022)

Mark	Number	Mark	Number	Mark	Number	Mark	Number
CEFX	81080	GBRX	81081	GBRX	81112	GBRX	81143
CEFX	81092	GBRX	81082	GBRX	81113	GBRX	81145
CEFX	81095	GBRX	81083	GBRX	81114	GBRX	81146
CEFX	81103	GBRX	81084	GBRX	81115	GBRX	81147
CEFX	81108	GBRX	81085	GBRX	81116	GBRX	81150
CEFX	81109	GBRX	81086	GBRX	81118	GBRX	81151
CEFX	81110	GBRX	81087	GBRX	81121	GBRX	81152
CEFX	81117	GBRX	81088	GBRX	81122	GBRX	81153
CEFX	81119	GBRX	81089	GBRX	81123	GBRX	81155
CEFX	81120	GBRX	81090	GBRX	81124	GBRX	81156
CEFX	81126	GBRX	81091	GBRX	81125	GBRX	81157
CEFX	81130	GBRX	81093	GBRX	81127	GBRX	81161
CEFX	81139	GBRX	81094	GBRX	81128	GBRX	81162
CEFX	81144	GBRX	81096	GBRX	81129	GBRX	81163
CEFX	81148	GBRX	81097	GBRX	81131	GBRX	81164
CEFX	81149	GBRX	81098	GBRX	81132	GBRX	81165
CEFX	81154	GBRX	81099	GBRX	81133	GBRX	81166
CEFX	81158	GBRX	81100	GBRX	81134	GBRX	81167
CEFX	81160	GBRX	81101	GBRX	81135	GBRX	81168
GBRX	81074	GBRX	81102	GBRX	81136	GBRX	81169
GBRX	81075	GBRX	81104	GBRX	81137	GBRX	81170
GBRX	81076	GBRX	81105	GBRX	81138	GBRX	81171
GBRX	81077	GBRX	81106	GBRX	81140	GBRX	81172
GBRX	81078	GBRX	81107	GBRX	81141	GBRX	81173
GBRX	81079	GBRX	81111	GBRX	81142

11

EXHIBIT A.8 (L05-003)

Mark	Number	Mark	Number	Mark	Number
AOK	21530	AOK	21560	AOK	29224
AOK	21532	AOK	21562	AOK	29227
AOK	21533	AOK	21563	AOK	29236
AOK	21534	AOK	21565	AOK	29237
AOK	21535	AOK	21566	AOK	29247
AOK	21536	AOK	21567	AOK	29254
AOK	21537	AOK	21570	AOK	29255
AOK	21538	AOK	21572	AOK	29259
AOK	21539	AOK	21573	AOK	29280
AOK	21541	AOK	21574	AOK	29286
AOK	21542	AOK	21575	AOK	29294
AOK	21543	AOK	21576	AOK	29298
AOK	21544	AOK	21577	AOK	29300
AOK	21545	AOK	21579	AOK	29308
AOK	21547	AOK	29164	AOK	29309
AOK	21548	AOK	29176	AOK	29310
AOK	21549	AOK	29181	AOK	29314
AOK	21550	AOK	29185	AOK	29331
AOK	21553	AOK	29190	AOK	29332
AOK	21554	AOK	29193	AOK	29333
AOK	21555	AOK	29202	AOK	29334
AOK	21556	AOK	29205	AOK	29335
AOK	21557	AOK	29206	AOK	29344
AOK	21558	AOK	29213	AOK	29349
AOK	21559	AOK	29215

12

EXHIBIT A.9 (M10-025)

Mark	Number
AOK	120008
AOK	120009
AOK	120011
AOK	120016
AOK	120026
AOK	120027
AOK	120034
AOK	120037
AOK	120039
AOK	120054
AOK	120055
AOK	120060
AOK	120064
AOK	120077
AOK	120079
AOK	120095
AOK	120104
AOK	120115
AOK	120120
AOK	120122
AOK	120123
AOK	120126
AOK	120127
AOK	120130
AOK	120142

13

EXHIBIT A.10 (P28-009)

Mark	Number
BNBX	95072
BNBX	95080
BNBX	95084
BNBX	95397
BNBX	95432
BNBX	95448
BNBX	95449
BNBX	95450
BNBX	95469
BNBX	95475
BNBX	95476
BNBX	95485
BNBX	95486
BNBX	95487
BNBX	95488
BNBX	95489
BNBX	95490
BNBX	95491
BNBX	95492
BNBX	95493
BNBX	95494
BNBX	95495
BNBX	95497
BNBX	95498
BNBX	95500
BNBX	95716

14

EXHIBIT A.11 (P06-007)

Mark	Number	Mark	Number
AOK	120000	AOK	120085
AOK	120004	AOK	120087
AOK	120013	AOK	120088
AOK	120014	AOK	120090
AOK	120015	AOK	120099
AOK	120022	AOK	120100
AOK	120028	AOK	120101
AOK	120030	AOK	120107
AOK	120032	AOK	120108
AOK	120033	AOK	120117
AOK	120047	AOK	120118
AOK	120053	AOK	120121
AOK	120058	AOK	120124
AOK	120062	AOK	120129
AOK	120066	AOK	120131
AOK	120067	AOK	120132
AOK	120068	AOK	120133
AOK	120069	AOK	120134
AOK	120070	AOK	120135
AOK	120074	AOK	120140
AOK	120075	AOK	120145
AOK	120078	AOK	120146
AOK	120080	AOK	120147
AOK	120082	AOK	120148
AOK	120084	AOK	120149

15

EXHIBIT A.12 (S68-002)

Mark	Number	Mark	Number	Mark	Number	Mark	Number	Mark	Number
BNBX	1017	BNBX	40150	BNBX	40268	BNBX	40397	BNBX	40515
BNBX	1030	BNBX	40153	BNBX	40273	BNBX	40402	BNBX	40519
BNBX	1041	BNBX	40156	BNBX	40276	BNBX	40405	BNBX	40525
BNBX	1048	BNBX	40157	BNBX	40295	BNBX	40407	BNBX	40528
BNBX	1057	BNBX	40164	BNBX	40306	BNBX	40415	BNBX	40533
BNBX	1067	BNBX	40165	BNBX	40307	BNBX	40418	BNBX	40534
BNBX	1072	BNBX	40181	BNBX	40311	BNBX	40421	BNBX	40541
BNBX	1094	BNBX	40182	BNBX	40317	BNBX	40428	BNBX	40548
BNBX	1095	BNBX	40183	BNBX	40321	BNBX	40440	BNBX	40549
BNBX	1118	BNBX	40187	BNBX	40323	BNBX	40445	BNBX	40550
BNBX	1190	BNBX	40188	BNBX	40324	BNBX	40446	BNBX	40553
BNBX	1216	BNBX	40190	BNBX	40331	BNBX	40449	BNBX	40559
BNBX	1220	BNBX	40191	BNBX	40338	BNBX	40454	BNBX	40564
BNBX	1259	BNBX	40192	BNBX	40339	BNBX	40460	BNBX	40565
BNBX	1282	BNBX	40193	BNBX	40341	BNBX	40466	BNBX	40568
BNBX	1290	BNBX	40201	BNBX	40348	BNBX	40467	BNBX	40576
BNBX	1303	BNBX	40205	BNBX	40352	BNBX	40468	BNBX	40579
BNBX	1334	BNBX	40208	BNBX	40353	BNBX	40471	BNBX	40588
BNBX	1338	BNBX	40219	BNBX	40355	BNBX	40472	BNBX	40589
BNBX	1357	BNBX	40223	BNBX	40357	BNBX	40483	BNBX	503487
BNBX	1409	BNBX	40224	BNBX	40361	BNBX	40484	BNBX	503497
BNBX	1415	BNBX	40234	BNBX	40366	BNBX	40490	BNBX	503500
BNBX	40115	BNBX	40239	BNBX	40368	BNBX	40491	BNBX	503508
BNBX	40122	BNBX	40245	BNBX	40369	BNBX	40502	BNBX	503511
BNBX	40126	BNBX	40246	BNBX	40381	BNBX	40509	BNBX	503539
BNBX	40127	BNBX	40255	BNBX	40386	BNBX	40510
BNBX	40146	BNBX	40259	BNBX	40388	BNBX	40511
BNBX	40147	BNBX	40260	BNBX	40393	BNBX	40513
BNBX	40149	BNBX	40262	BNBX	40395	BNBX	40514

16

EXHIBIT A.13 (S65-001)

Mark	Number	Mark	Number	Mark	Number	Mark	Number
GBRX	49001	GBRX	49063	GBRX	49114	GBRX	49187
GBRX	49005	GBRX	49064	GBRX	49115	GBRX	49189
GBRX	49008	GBRX	49065	GBRX	49121	GBRX	49190
GBRX	49009	GBRX	49066	GBRX	49122	GBRX	49192
GBRX	49011	GBRX	49067	GBRX	49123	GBRX	49193
GBRX	49012	GBRX	49068	GBRX	49125	GBRX	49194
GBRX	49017	GBRX	49072	GBRX	49126	GBRX	49196
GBRX	49019	GBRX	49073	GBRX	49127	GBRX	49197
GBRX	49021	GBRX	49074	GBRX	49129	GBRX	49200
GBRX	49024	GBRX	49077	GBRX	49136	GBRX	49201
GBRX	49025	GBRX	49079	GBRX	49137	GBRX	49202
GBRX	49027	GBRX	49080	GBRX	49138	GBRX	49203
GBRX	49028	GBRX	49081	GBRX	49142	GBRX	49205
GBRX	49029	GBRX	49083	GBRX	49145	GBRX	49206
GBRX	49030	GBRX	49084	GBRX	49146	GBRX	49207
GBRX	49032	GBRX	49087	GBRX	49149	GBRX	49212
GBRX	49033	GBRX	49088	GBRX	49151	GBRX	49214
GBRX	49034	GBRX	49089	GBRX	49152	GBRX	49215
GBRX	49036	GBRX	49091	GBRX	49161	GBRX	49216
GBRX	49037	GBRX	49092	GBRX	49162	GBRX	49218
GBRX	49038	GBRX	49093	GBRX	49164	GBRX	49219
GBRX	49043	GBRX	49094	GBRX	49166	GBRX	49220
GBRX	49049	GBRX	49096	GBRX	49170	GBRX	49226
GBRX	49050	GBRX	49098	GBRX	49171	GBRX	49227
GBRX	49051	GBRX	49103	GBRX	49172	GBRX	49232
GBRX	49053	GBRX	49104	GBRX	49173	GBRX	49233
GBRX	49055	GBRX	49105	GBRX	49175	GBRX	49236
GBRX	49056	GBRX	49106	GBRX	49177	GBRX	49237
GBRX	49059	GBRX	49109	GBRX	49183	GBRX	49242
GBRX	49061	GBRX	49112	GBRX	49185	GBRX	49244

17

EXHIBIT A.14 (S65-005)

Mark	Number	Mark	Number	Mark	Number	Mark	Number
BNBX	503554	GBRX	49041	GBRX	49120	GBRX	49179
BNBX	503555	GBRX	49042	GBRX	49124	GBRX	49180
BNBX	503556	GBRX	49044	GBRX	49128	GBRX	49181
BNBX	503557	GBRX	49045	GBRX	49130	GBRX	49182
BNBX	503558	GBRX	49046	GBRX	49131	GBRX	49184
BNBX	503559	GBRX	49047	GBRX	49132	GBRX	49186
BNBX	503560	GBRX	49048	GBRX	49133	GBRX	49188
BNBX	503561	GBRX	49052	GBRX	49134	GBRX	49195
BNBX	503562	GBRX	49054	GBRX	49135	GBRX	49198
BNBX	503563	GBRX	49057	GBRX	49139	GBRX	49204
BNBX	503564	GBRX	49058	GBRX	49140	GBRX	49208
BNBX	503565	GBRX	49060	GBRX	49141	GBRX	49210
BNBX	503566	GBRX	49069	GBRX	49144	GBRX	49211
GBRX	49002	GBRX	49070	GBRX	49147	GBRX	49213
GBRX	49003	GBRX	49071	GBRX	49148	GBRX	49217
GBRX	49004	GBRX	49075	GBRX	49150	GBRX	49221
GBRX	49006	GBRX	49076	GBRX	49153	GBRX	49223
GBRX	49007	GBRX	49078	GBRX	49154	GBRX	49224
GBRX	49010	GBRX	49085	GBRX	49155	GBRX	49225
GBRX	49013	GBRX	49086	GBRX	49156	GBRX	49228
GBRX	49014	GBRX	49097	GBRX	49157	GBRX	49229
GBRX	49015	GBRX	49099	GBRX	49158	GBRX	49230
GBRX	49016	GBRX	49100	GBRX	49159	GBRX	49231
GBRX	49018	GBRX	49101	GBRX	49160	GBRX	49234
GBRX	49020	GBRX	49102	GBRX	49163	GBRX	49235
GBRX	49022	GBRX	49110	GBRX	49165	GBRX	49238
GBRX	49023	GBRX	49111	GBRX	49167	GBRX	49239
GBRX	49026	GBRX	49113	GBRX	49168	GBRX	49240
GBRX	49031	GBRX	49116	GBRX	49169	GBRX	49241
GBRX	49035	GBRX	49117	GBRX	49174	GBRX	49243
GBRX	49039	GBRX	49118	GBRX	49176	GBRX	49245
GBRX	49040	GBRX	49119	GBRX	49178

18

EXHIBIT A.15 (T21-020)

Mark	Number	Mark	Number	Mark	Number	Mark	Number
AOKX	65505	AOKX	65567	AOKX	65610	AOKX	65662
AOKX	65509	AOKX	65569	AOKX	65614	AOKX	65664
AOKX	65511	AOKX	65573	AOKX	65615	AOKX	65665
AOKX	65514	AOKX	65574	AOKX	65616	AOKX	65668
AOKX	65515	AOKX	65575	AOKX	65623	AOKX	65669
AOKX	65519	AOKX	65576	AOKX	65626	AOKX	65671
AOKX	65520	AOKX	65578	AOKX	65627	AOKX	65673
AOKX	65524	AOKX	65580	AOKX	65630	AOKX	65675
AOKX	65528	AOKX	65584	AOKX	65634	AOKX	65676
AOKX	65529	AOKX	65585	AOKX	65635	AOKX	65677
AOKX	65530	AOKX	65589	AOKX	65636	AOKX	65678
AOKX	65533	AOKX	65592	AOKX	65640	AOKX	65682
AOKX	65535	AOKX	65593	AOKX	65642	AOKX	65684
AOKX	65536	AOKX	65596	AOKX	65644	AOKX	65688
AOKX	65537	AOKX	65597	AOKX	65645	AOKX	65690
AOKX	65538	AOKX	65598	AOKX	65646	AOKX	65693
AOKX	65546	AOKX	65599	AOKX	65648	AOKX	65694
AOKX	65550	AOKX	65600	AOKX	65650	AOKX	65699
AOKX	65556	AOKX	65601	AOKX	65652	AOKX	65700
AOKX	65557	AOKX	65602	AOKX	65655	AOKX	65701
AOKX	65560	AOKX	65603	AOKX	65656	AOKX	65704
AOKX	65561	AOKX	65606	AOKX	65658	AOKX	65705
AOKX	65562	AOKX	65607	AOKX	65659	AOKX	65706
AOKX	65565	AOKX	65608	AOKX	65660	AOKX	65708
AOKX	65566	AOKX	65609	AOKX	65661	AOKX	65709

19

EXHIBIT A.16 (W04-022)

Mark	Number	Mark	Number	Mark	Number	Mark	Number
AOK	354617	AOK	354711	AOK	354788	AOK	354877
AOK	354618	AOK	354712	AOK	354789	AOK	354881
AOK	354620	AOK	354714	AOK	354796	AOK	354887
AOK	354622	AOK	354717	AOK	354801	AOK	354888
AOK	354634	AOK	354725	AOK	354803	AOK	354898
AOK	354642	AOK	354728	AOK	354807	AOK	354906
AOK	354644	AOK	354729	AOK	354808	AOK	354912
AOK	354645	AOK	354730	AOK	354813	AOK	354919
AOK	354647	AOK	354733	AOK	354815	AOK	354930
AOK	354650	AOK	354735	AOK	354822	AOK	354931
AOK	354654	AOK	354737	AOK	354823	AOK	354937
AOK	354656	AOK	354741	AOK	354824	AOK	354940
AOK	354658	AOK	354742	AOK	354826	AOK	354948
AOK	354659	AOK	354746	AOK	354829	AOK	354960
AOK	354672	AOK	354747	AOK	354839	AOK	354962
AOK	354677	AOK	354749	AOK	354846	AOK	354963
AOK	354683	AOK	354759	AOK	354847	AOK	354968
AOK	354690	AOK	354770	AOK	354854	AOK	354971
AOK	354694	AOK	354771	AOK	354860	AOK	354982
AOK	354695	AOK	354773	AOK	354865	AOK	354991
AOK	354697	AOK	354776	AOK	354867	AOK	354992
AOK	354698	AOK	354777	AOK	354868	AOK	354998
AOK	354700	AOK	354780	AOK	354871
AOK	354706	AOK	354781	AOK	354872

20

EXHIBIT A.17 (Off-Lease Group 1)

Mark	Number
AOK	65501
AOK	65508
AOK	65525
AOK	65526
AOK	65534
AOK	65541
AOK	65543
AOK	65568
AOK	65594
AOK	65595
AOK	65611
AOK	65612
AOK	65619
AOK	65622
AOK	65624
AOK	65625
AOK	65631
AOK	65654
AOK	65666
AOK	65674
AOK	65681

21

EXHIBIT A.18 (Off-Lease Group 4)

Mark	Number	Mark	Number	Mark	Number	Mark	Number
BNBX	1003	BNBX	1128	BNBX	1238	BNBX	1383
BNBX	1005	BNBX	1129	BNBX	1239	BNBX	1387
BNBX	1011	BNBX	1131	BNBX	1243	BNBX	1388
BNBX	1012	BNBX	1138	BNBX	1257	BNBX	1389
BNBX	1015	BNBX	1139	BNBX	1258	BNBX	1391
BNBX	1016	BNBX	1141	BNBX	1267	BNBX	1393
BNBX	1026	BNBX	1148	BNBX	1270	BNBX	1397
BNBX	1027	BNBX	1149	BNBX	1272	BNBX	503484
BNBX	1032	BNBX	1152	BNBX	1275	BNBX	503486
BNBX	1036	BNBX	1153	BNBX	1280	BNBX	503488
BNBX	1037	BNBX	1157	BNBX	1283	BNBX	503490
BNBX	1039	BNBX	1158	BNBX	1302	BNBX	503493
BNBX	1045	BNBX	1159	BNBX	1305	BNBX	503498
BNBX	1046	BNBX	1174	BNBX	1306	BNBX	503501
BNBX	1055	BNBX	1176	BNBX	1313	BNBX	503503
BNBX	1058	BNBX	1180	BNBX	1315	BNBX	503505
BNBX	1060	BNBX	1184	BNBX	1326	BNBX	503506
BNBX	1061	BNBX	1197	BNBX	1336	BNBX	503514
BNBX	1062	BNBX	1201	BNBX	1344	BNBX	503525
BNBX	1066	BNBX	1204	BNBX	1348	BNBX	503530
BNBX	1070	BNBX	1206	BNBX	1353	BNBX	503533
BNBX	1078	BNBX	1208	BNBX	1354	BNBX	503536
BNBX	1086	BNBX	1209	BNBX	1355	BNBX	503540
BNBX	1091	BNBX	1222	BNBX	1359	BNBX	503541
BNBX	1104	BNBX	1223	BNBX	1360	BNBX	503542
BNBX	1112	BNBX	1227	BNBX	1365	BNBX	503544
BNBX	1113	BNBX	1230	BNBX	1368	BNBX	503551
BNBX	1123	BNBX	1232	BNBX	1371	BNBX	503552
BNBX	1126	BNBX	1236	BNBX	1381	BNBX	503553

22

LEASES

Lease ID	Description	STB Recordation #
B01-140	Master Full Service Railcar Lease dated March 16, 2011 and effective June 1, 2010, by and between WL Ross-Greenbrier Rail I LLC and BNSF Railway Company. Schedule No. 6 dated November 16, 2011 and effective October 1, 2010, to that certain Master Full Service Railcar Lease dated March 16, 2011 and effective June 1, 2010, by and between WL Ross-Greenbrier Rail I LLC and BNSF Railway Company. Amendment No. 1 to Schedule No. 6, dated January 31, 2013 and effective October 1, 2013, by and between WL Ross-Greenbrier Rail I LLC and BNSF Railway Company. Extension Letter effective October 1, 2014, by and between WL Ross-Greenbrier Rail I LLC and BNSF Railway Company, extending lease to September 30, 2015.	29797-E
B01-159	Master Full Service Railcar Lease dated March 16, 2011 and effective June 1, 2010, by and between WL Ross-Greenbrier Rail I LLC and BNSF Rail Company. Schedule No. 1 dated March 16, 2011 and effective June 1, 2010, to that certain Master Full Service Railcar Lease dated March 16, 2011 and effective June 1, 2010, by and between WL Ross-Greenbrier Rail I LLC and BNSF Rail Company. Amendment No. 1 to Schedule No. 1, effective as of June 18, 2011, by and between WL Ross-Greenbrier Rail I LLC and BNSF Rail Company. Amendment No. 2 to Schedule No. 1, dated July 17, 2014 and effective June 17, 2014, by and between WL Ross-Greenbrier Rail I LLC and BNSF Rail Company.	29797
B01-162	Master Full Service Railcar Lease dated March 16, 2011 and effective June 1, 2010, by and between WL Ross-Greenbrier Rail I LLC to BNSF Rail Company. Schedule No. 5 dated June 27, 2011 and effective October 1, 2010, to that certain Master Full Service Railcar Lease dated March 16, 2011 and effective June 1, 2010, by and between WL Ross-Greenbrier Rail I LLC to BNSF Rail Company. Amendment No. 1 to Schedule No. 5, dated November 11, 2011 and effective October 14, 2011, by and between WL Ross-Greenbrier Rail I LLC to BNSF Rail Company. Amendment No. 2 to Schedule No. 5, dated November 08, 2013 and effective October 14, 2012, by and between WL Ross-Greenbrier Rail I LLC to BNSF Rail Company. Amendment No. 3 to Schedule No. 5, dated January 31, 2014 and effective October 14, 2013, by and between WL Ross-Greenbrier Rail I LLC to BNSF Rail Company. Amendment No. 4 to Schedule No. 5, dated December 4, 2014 and effective October 14, 2014, by and between WL Ross-Greenbrier Rail I LLC to BNSF Rail Company.	29797-F
B01-190	Master Full Service Lease Agreement dated March 16, 2011 and effective as of June 1, 2010, by and between WL Ross-Greenbrier Rail I LLC to BNSF Rail Company. Schedule No. 7 dated November 8, 2013, and effective June 1, 2010, to that certain Master Full Service Lease Agreement dated March 16, 2011 and effective as of June 1, 2010, by and between WL Ross-Greenbrier Rail I LLC to BNSF Rail Company. Amendment No. 1 to Schedule No. 7, dated November 8, 2013, and effective June 1, 2010, by and between WL Ross-Greenbrier Rail I LLC to BNSF Rail Company.	30995

Lease ID	Description	STB Recordation #
B01-191	Master Full Service Lease Agreement dated March 16, 2011 and effective as of June 1, 2010, by and between WL Ross-Greenbrier Rail I LLC to BNSF Rail Company. Schedule No. 8 dated November 8, 2013 to that certain Master Full Service Lease Agreement dated March 16, 2011 and effective as of June 1, 2010, by and between WL Ross-Greenbrier Rail I LLC to BNSF Rail Company. Amendment No. 1 to Schedule No. 8, effective July 19, 2014, by and between WL Ross-Greenbrier Rail I LLC to BNSF Rail Company.	30996-A
S66-001	Master Net Railcar Lease dated April 24, 2006, by and between WL Ross-Greenbrier Rail I LLC (as assignee of BBRX Five LLC) and C&J Energy Services (formerly Nabors Completion & Production Services, successor to Superior Well Services). Schedule No. 4 dated December 14, 2006 to Master Net Railcar Lease dated April 24, 2006, by and between WL Ross-Greenbrier Rail I LLC (as assignee of BBRX Five LLC) and C&J Energy Services (formerly Nabors Completion & Production Services, successor to Superior Well Services). Amendment No. 2 to Schedule No. 4, effective December 31, 2013, by and between WL Ross-Greenbrier Rail I LLC (as assignee of BBRX Five LLC) and C&J Energy Services (formerly Nabors Completion & Production Services, successor to Superior Well Services).	26766-A
A62-001	Lease Agreement dated as of July 15, 2014 by and between WL Ross-Greenbrier Rail I LLC and Celanese Ltd. (formerly AT Plastics, Inc.). Schedule No. 1 entered into as of July 15, 2014, effective retroactive to August 23, 2013, to that certain Lease Agreement dated as of July 15, 2014 by and between WL Ross-Greenbrier Rail I LLC and Celanese Ltd. (formerly AT Plastics, Inc.).	31428
A62-002	Railcar Net Lease Agreement dated March 31, 1998, by and between WL Ross-Greenbrier Rail I LLC (as ultimate assignee of Trinity Industries Leasing Company) and Celanese Ltd (formerly AT Plastics, Inc.). Rider No. 1 dated July 9, 1999 to that certain Railcar Net Lease Agreement dated March 31, 1998, by and between WL Ross-Greenbrier Rail I LLC (as ultimate assignee of Trinity Industries Leasing Company) and Celanese Ltd (formerly AT Plastics, Inc.). Amendment No. 1 to Rider No. 1, dated July 9, 1999, by and between WL Ross-Greenbrier Rail I LLC (as ultimate assignee of Trinity Industries Leasing Company) and Celanese Ltd (formerly AT Plastics, Inc.). Amendment No. 2 to Rider No. 1, dated September 1, 2014, by and between WL Ross-Greenbrier Rail I LLC (as ultimate assignee of Trinity Industries Leasing Company) and Celanese Ltd (formerly AT Plastics, Inc.).	23199
C07-038	Master Lease Agreement dated June 15, 2012, by and between WL Ross-Greenbrier Rail I LLC and Canadian National Railway Company. Rider No. 1 dated June 15, 2012 to that certain Master Lease Agreement dated June 15, 2012, by and between WL Ross-Greenbrier Rail I LLC and Canadian National Railway Company.	None
C100-001	Lease Agreement dated June 15, 2014, by and between WL Ross-Greenbrier Rail I LLC and the City of San Antonio, acting by and through its City Public Service Board. Schedule No. 1 dated June 15, 2014 to that certain Lease Agreement dated June 15, 2014, by and between WL Ross-Greenbrier Rail I LLC and the City of San Antonio, acting by and through its City Public Service Board.	31653

2

Lease ID	Description	STB Recordation #
C02-044	Master Full Service Railcar Lease dated December 14, 2012 and effective April 29, 2010, by and between WL Ross-Greenbrier Rail I LLC and CSX Transportation, Inc. Schedule No. 1 dated as of January 1, 2013 and effective April 29, 2010, to that certain Master Full Service Railcar Lease dated December 14, 2012 and effective April 29, 2010, by and between WL Ross-Greenbrier Rail I LLC and CSX Transportation, Inc. Storage/utilization amendment to Schedule No. 1, effective July 1, 2015, by and between WL Ross-Greenbrier Rail I LLC and CSX Transportation, Inc.	30756
C02-048	Master Lease dated December 14, 2012 and effective April 29, 2010, by and between WL Ross-Greenbrier Railcar I LLC and CSX Transportation Inc. Schedule No. 2 effective May 1, 2011, to that certain Master Lease dated December 14, 2012 and effective April 29, 2010, by and between WL Ross-Greenbrier Railcar I LLC and CSX Transportation Inc. Proposal letter agreement effective April 30, 2014, to renew and amend Schedule No. 2, by and between WL Ross-Greenbrier Railcar I LLC and CSX Transportation Inc.	30757-A
D07-007	Lease Agreement dated February 1, 2012 and effective November 1, 2010, by and between WL Ross-Greenbrier Rail I LLC and De Queen and Eastern Railroad LLC. Rider No. 1 dated February 1, 2012 and effective November 1, 2010, to that certain Lease Agreement dated February 1, 2012 and effective November 1, 2010, by and between WL Ross-Greenbrier Rail I LLC and De Queen and Eastern Railroad LLC.	31509
E03-004	Master Full Service Railcar Lease dated October 1, 2010, by and between WL Ross-Greenbrier Rail I LLC (as assignee of BBRX Five LLC) and Entergy Gulf States Louisiana, LLC. Schedule No. 2 dated April 24, 2015 to that certain Master Full Service Railcar Lease dated October 1, 2010, by and between WL Ross-Greenbrier Rail I LLC (as assignee of BBRX Five LLC) and Entergy Gulf States Louisiana, LLC.	31841
E33-002	Master Full Service Railcar Lease dated as of September 1, 2014, by and between WL Ross-Greenbrier Rail I LLC and Entergy Arkansas, Inc. Schedule No. 1 dated as of September 26, 2014, to that certain Master Full Service Railcar Lease dated as of September 1, 2014, by and between WL Ross-Greenbrier Rail I LLC and Entergy Arkansas, Inc.	31675
G08-011	Master Full Service Railcar Lease dated July 1, 2011, by and between WL Ross-Greenbrier Rail I LLC and Georgia Power Company. Schedule No. 2 dated August 1, 2014 to that certain Master Full Service Railcar Lease dated July 1, 2011, by and between WL Ross-Greenbrier Rail I LLC and Georgia Power Company.	31678

3

Lease ID	Description	STB Recordation #
K08-002	Master Full Service Railcar Lease Agreement dated May 1, 2005 by and between WL Ross-Greenbrier Rail I LLC (as ultimate assignee of Greenbrier Leasing Company LLC) and Knauf Insulation GmbH. Schedule No. 02 dated December 1, 2006 to the Master Full Service Railcar Lease Agreement dated May 1, 2005 by and between WL Ross-Greenbrier Rail I LLC (as ultimate assignee of Greenbrier Leasing Company LLC) and Knauf Insulation GmbH. Amendment No. 1 to Schedule No. 02, entered into on January 17, 2007, effective December 1, 2006, by and between WL Ross-Greenbrier Rail I LLC (as ultimate assignee of Greenbrier Leasing Company LLC) and Knauf Insulation GmbH. Amendment No. 2 to Schedule No. 02, dated January 31, 2012 and effective as of February 1, 2012, by and between WL Ross-Greenbrier Rail I LLC (as ultimate assignee of Greenbrier Leasing Company LLC) and Knauf Insulation GmbH.	25702-A
L04-003	Master Net Railcar Lease dated September 9, 2005, and effective August 1, 2005, between WL Ross-Greenbrier Rail I LLC (as assignee of BBRX Five LLC) and Lafarge North American Inc. (as assignee of Blue Circle North America, Inc.). Schedule No. 01 dated September 9, 2005, and effective August 1, 2005, to that certain Master Net Railcar Lease dated September 9, 2005, and effective August 1, 2005, between WL Ross-Greenbrier Rail I LLC (as assignee of BBRX Five LLC) and Lafarge North American Inc. (as assignee of Blue Circle North America, Inc.). Proposal letter agreement signed May 12, 2015 and effective August 1, 2015 amending Schedule No. 01, by and between WL Ross-Greenbrier Rail I LLC (as assignee of BBRX Five LLC) and Lafarge North American Inc. (as assignee of Blue Circle North America, Inc.).	23004
L10-022	Master Net Railcar Lease dated as of July 9, 2001, by and between WL Ross-Greenbrier Rail I LLC (as ultimate assignee of The CIT Group/Equipment Financing, Inc.) and Lafarge North America Inc. (formerly Lafarge Corporation). Schedule No. 01 dated as of July 18, 2001, to that certain Master Net Railcar Lease dated as of July 9, 2001, by and between WL Ross-Greenbrier Rail I LLC (as ultimate assignee of The CIT Group/Equipment Financing, Inc.) and Lafarge North America Inc. (formerly Lafarge Corporation). Amendment No. 1 to Schedule No. 1, effective as of June 1, 2011, by and between WL Ross-Greenbrier Rail I LLC (as ultimate assignee of The CIT Group/Equipment Financing, Inc.) and Lafarge North America Inc. (formerly Lafarge Corporation). Amendment No. 2 to Schedule No. 1, effective as of December 31, 2014, by and between WL Ross-Greenbrier Rail I LLC (as ultimate assignee of The CIT Group/Equipment Financing, Inc.) and Lafarge North America Inc. (formerly Lafarge Corporation).	23780
L05-003	Lease Agreement dated as of August 23, 2010, by and between WL Ross-Greenbrier Rail I LLC and Louisiana-Pacific Corporation. Rider No. 1 entered into as of August 23, 2010, to that certain Lease Agreement dated as of August 23, 2010, by and between WL Ross-Greenbrier Rail I LLC and Louisiana-Pacific Corporation. Amendment No. 1 to Rider No. 1, entered into as of March 30, 2014, by and between WL Ross-Greenbrier Rail I LLC and Louisiana-Pacific Corporation.	29923

4

Lease ID	Description	STB Recordation #
M10-025	Master Lease Agreement dated as of March 1, 2013 and effective August 1, 2010, by and between WL Ross-Greenbrier Rail Holdings I LLC and Minnesota, Dakota & Western Railway Company. Rider No. 1 effective August 1, 2010, to that certain Master Lease Agreement dated as of March 1, 2013 and effective August 1, 2010, by and between WL Ross-Greenbrier Rail Holdings I LLC and Minnesota, Dakota & Western Railway Company. Amendment No. 1 to Rider No. 1, effective December 31, 2012, by and between WL Ross-Greenbrier Rail Holdings I LLC and Minnesota, Dakota & Western Railway Company.	30843
M10-028	Master Lease Agreement dated March 1, 2013 and effective August 1, 2010, by and between WL Ross-Greenbrier Rail I LLC and Minnesota, Dakota & Western Railway Company. Rider No. 2 dated August 1, 2015, to that certain Master Lease Agreement dated March 1, 2013 and effective August 1, 2010, by and between WL Ross-Greenbrier Rail I LLC and Minnesota, Dakota & Western Railway Company.	31854
O16-001	Lease Agreement dated as of February 10, 2014, by and between WL Ross-Greenbrier Rail I LLC and Otter Tail Power Company. Schedule No. 1 dated as of February 10, 2014 to that certain Lease Agreement dated as of February 10, 2014, by and between WL Ross-Greenbrier Rail I LLC and Otter Tail Power Company.	31093
P28-009	Master Railcar Lease dated as of June 8, 2000, by and between WL Ross-Greenbrier Rail I LLC and Phoenix Cement Company, a division of the Salt River Pima-Maricopa Indian Community. Schedule No. 7 dated May 30, 2001, to that certain Master Railcar Lease dated as of June 8, 2000, by and between WL Ross-Greenbrier Rail I LLC and Phoenix Cement Company, a division of the Salt River Pima-Maricopa Indian Community. Amendment No. 1 to Schedule No. 7, dated February 8, 2005, by and between WL Ross-Greenbrier Rail I LLC and Phoenix Cement Company, a division of the Salt River Pima-Maricopa Indian Community. Amendment No. 2 to Schedule No. 7, dated July 1, 2011, by and between WL Ross-Greenbrier Rail I LLC and Phoenix Cement Company, a division of the Salt River Pima-Maricopa Indian Community. Amendment No. 3 to Schedule No. 7, effective June 30, 2014, by and between WL Ross-Greenbrier Rail I LLC and Phoenix Cement Company, a division of the Salt River Pima-Maricopa Indian Community.	22965-U

5

Lease ID	Description	STB Recordation #
P06-007	Master Lease Agreement dated April 19, 2007 and effective March 30, 2007, by and between WL Ross-Greenbrier Rail I LLC (as assignee of BBRX Five LLC) and Potlatch Land & Lumber LLC. Guaranty Agreement dated October 24, 2012 by Potlatch Corporation in favor of WL Ross-Greenbrier Rail I LLC. Schedule No. 1 dated April 19, 2007 and effective March 30, 2007, to that certain Master Lease Agreement dated April 19, 2007 and effective March 30, 2007, by and between WL Ross-Greenbrier Rail I LLC (as assignee of BBRX Five LLC) and Potlatch Land & Lumber LLC. Amendment No. 1 to Schedule No. 1, effective October 31, 2010, by and between WL Ross-Greenbrier Rail I LLC (as assignee of BBRX Five LLC) and Potlatch Land & Lumber LLC. Amendment No. 2 to Schedule No. 1, effective October 31, 2012, by and between WL Ross-Greenbrier Rail I LLC (as assignee of BBRX Five LLC) and Potlatch Land & Lumber LLC. Amendment No. 3 to Schedule No. 1, effective October 31, 2012, by and between WL Ross-Greenbrier Rail I LLC (as assignee of BBRX Five LLC) and Potlatch Land & Lumber LLC.	27282
R09-001	Master Full Service Railcar Lease dated February 16, 2007 and effective June 1, 2006, by and between WL Ross-Greenbrier Rail I LLC (as ultimate assignee of Greenbrier Leasing Company LLC) and Riverside Cement Company. Amendment and Guaranty of Master Full Service Railcar Lease dated as of December 18, 2007, by and between Babcock & Brown Rail Funding LLC (as assignee of Greenbrier Leasing Company LLC) and Riverside Cement Company. Schedule No. 1 dated February 16, 2007 and effective June 1, 2006 to that certain Master Full Service Railcar Lease dated February 16, 2007 and effective June 1, 2006, by and between WL Ross-Greenbrier Rail I LLC (as ultimate assignee of Greenbrier Leasing Company LLC) and Riverside Cement Company. Amendment No. 1 to Schedule No. 1, effective July 1, 2011, by and between WL Ross-Greenbrier Rail I LLC (as ultimate assignee of Greenbrier Leasing Company LLC) and Riverside Cement Company. Amendment No. 2 to Schedule No. 1, effective June 30, 2014, by and between WL Ross-Greenbrier Rail I LLC (as ultimate assignee of Greenbrier Leasing Company LLC) and Riverside Cement Company.	26814

6

Lease ID	Description	STB Recordation #
S68-002	Master Full Service Railcar Lease dated as of November 2, 2011, effective as of June 1, 2011, by and between WL Ross-Greenbrier Rail I LLC and Sandy Creek Energy Associates LP, Lower Colorado River Authority, and Brazos Sandy Creek Electric Cooperative, collectively and severally as their interests appear. Schedule No. 2 dated as of August 17, 2012, to that certain Master Full Service Railcar Lease dated as of November 2, 2011, effective as of June 1, 2011, by and between WL Ross-Greenbrier Rail I LLC and Sandy Creek Energy Associates LP, and Lower Colorado River Authority, and Brazos Sandy Creek Electric Cooperative, collectively and severally as their interests appear. Amendment No. 1 to Schedule No. 2, entered into on June 10, 2015, effective as of October 31, 2014, by and between WL Ross-Greenbrier Rail I LLC and Sandy Creek Energy Associates LP, and Lower Colorado River Authority, and Brazos Sandy Creek Electric Cooperative, collectively and severally as their interests appear. Amendment No. 2 to Schedule No. 2, dated as of June 15, 2015, by and between WL Ross-Greenbrier Rail I LLC and Sandy Creek Energy Associates LP, and Lower Colorado River Authority, and Brazos Sandy Creek Electric Cooperative, collectively and severally as their interests appear.	30538-A
S65-001	Master Lease Agreement dated April 20, 2010, by and between WL Ross-Greenbrier Rail I LLC (as assignee of BBRX Five LLC) and Savatran LLC. Schedule No. 1 dated April 20, 2010 to that certain Master Lease Agreement dated April 20, 2010, by and between WL Ross-Greenbrier Rail I LLC (as assignee of BBRX Five LLC) and Savatran LLC. Proposal letter agreement to amend Schedule No. 1, signed May 28, 2014 and effective August 1, 2014, by and between WL Ross-Greenbrier Rail I LLC (as assignee of BBRX Five LLC) and Savatran LLC.	29473
S65-005	Master Lease Agreement dated April 20, 2010, by and between WL Ross-Greenbrier Rail I LLC (as assignee of BBRX Five LLC) and Savatran LLC. Letter agreement signed May 28, 2014 by and between WL Ross-Greenbrier Rail I LLC and Savatran LLC, for a lease to be documented as a new Schedule No. 2 to that certain Master Lease Agreement dated April 20, 2010, by and between WL Ross-Greenbrier Rail I LLC (as assignee of BBRX Five LLC) and Savatran LLC.	None
S77-001	Letter agreement signed March 30, 2015 and effective June 1, 2015, by and between WL Ross Greenbrier Rail I LLC and Steelscape, Inc.	31575
T21-020	Lease Agreement dated as of September 10, 2013, by and between WL Ross-Greenbrier Rail I LLC and Tate & Lyle Ingredients Americas LLC. Schedule No. 1 dated as of September 10, 2013 to that certain Lease Agreement dated as of September 10, 2013, by and between WL Ross-Greenbrier Rail I LLC and Tate & Lyle Ingredients Americas LLC.	31592
T06-005	Master Net Railcar Lease dated March 26, 2012, by and between WL Ross-Greenbrier Rail I LLC and TTX Company. Schedule No. 1 dated March 26, 2012 to that certain Master Net Railcar Lease dated March 26, 2012, by and between WL Ross-Greenbrier Rail I LLC and TTX Company. Amendment No. 1 to Schedule No. 1, dated January 13, 2014, by and between WL Ross-Greenbrier Rail I LLC and TTX Company.	31087

7

Lease ID	Description	STB Recordation #
U01-061	Master Lease Agreement dated August 6, 2004, by and between WL Ross-Greenbrier Rail I LLC (as assignee of BBRX Five LLC) and Union Pacific Railroad Company. Amended and Restated Rider No. 04 dated December 15, 2004 and effective November 11, 2004, to that certain Master Lease Agreement dated August 6, 2004, by and between WL Ross-Greenbrier Rail I LLC (as assignee of BBRX Five LLC) and Union Pacific Railroad Company. Amendment No. 1 to Amended and Restated Rider No. 04, dated as of October 30, 2009, by and between WL Ross-Greenbrier Rail I LLC (as assignee of BBRX Five LLC) and Union Pacific Railroad Company. Amendment No. 2 to Amended and Restated Rider No. 04, entered into April 28, 2015 and effective March 1, 2015, by and between WL Ross-Greenbrier Rail I LLC (as assignee of BBRX Five LLC) and Union Pacific Railroad Company.	25136-Q
U01-073	Master Lease Agreement dated as of August 6, 2004, by and between WL Ross-Greenbrier Rail I LLC and Union Pacific Railroad Company. Rider No. 1 dated January 15, 2014, to that certain Master Lease Agreement dated as of August 6, 2004, by and between WL Ross-Greenbrier Rail I LLC and Union Pacific Railroad Company.	31307
W04-022	Lease Agreement dated April 29, 2010, by and between WL Ross-Greenbrier Rail I LLC and Wisconsin Central Ltd. Rider No. 1 dated as of April 29, 2010, to that certain Lease Agreement dated April 29, 2010, by and between WL Ross-Greenbrier Rail I LLC and Wisconsin Central Ltd. Amendment No. 1 to Rider No. 1, effective as of January 31, 2015, by and between WL Ross-Greenbrier Rail I LLC and Wisconsin Central Ltd.	29874
W26-001	Master Net Railcar Lease made as of July 24, 1997, by and between WL Ross-Greenbrier Rail I LLC (as ultimate assignee of The CIT Group/Equipment Financing Inc.) and Wisconsin Electric Power Company. Schedule No. 01 dated July 24, 1997, to Master Net Railcar Lease made as of July 24, 1997, by and between WL Ross-Greenbrier Rail I LLC (as ultimate assignee of The CIT Group/Equipment Financing Inc.) and Wisconsin Electric Power Company. Lease Extension to Schedule No. 01, dated June 13, 2006, by and between WL Ross-Greenbrier Rail I LLC (as ultimate assignee of The CIT Group/Equipment Financing Inc.) and Wisconsin Electric Power Company.	20796-A

8

ASSIGNMENT AND ASSUMPTION AGREEMENT

This ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Assignment”) is made and entered into as of [Date], by WL ROSS-GREENBRIER RAIL I LLC a Delaware limited liability company LLC (“Assignor”) and GREENBRIER LEASING COMPANY LLC, an Oregon limited liability company (“Assignee”).

WHEREAS, Assignor owns certain railcars described in that certain Purchase and Sale Agreement of even date herewith between Assignor and Assignee (the “Purchase Agreement”, and such railcars, the “Cars”); and

WHEREAS, the Cars have been leased to the lessees identified in Exhibit 1 of this Assignment (the “Lessee”), pursuant to riders or schedules (the “Schedules”) which incorporate the terms of the related master lease agreements (the “Master Lease Agreements”, and each Schedule together with the corresponding Master Lease Agreement as it pertains to the Schedule, a “Lease”, and the Leases and the other operative documents related thereto (including any and all amendments, supplements and modifications) identified in Exhibit 1, collectively, the “Operative Documents”); and

WHEREAS, pursuant to the Purchase Agreement, Assignor has agreed to sell, transfer and assign and Assignee has agreed to purchase and assume certain Assets, including but not limited to all of Assignor’s rights, title and interest in the Leases, the other Operative Documents to the extent relating to the Cars; and

WHEREAS, with respect to periods on and after the date of execution and delivery of this Assignment, Assignee desires to acquire from Assignor and Assignor desires to sell to Assignee all of its rights, title and interest in the assets, and Assignee is willing to assume all of Assignor’s Rights and Obligations with the exception of Retained Obligations (as such terms are defined in the Purchase Agreement) relating thereto;

NOW, THEREFORE, in consideration of the premises and subject to the terms and conditions herein set forth, the parties hereto agree as follows:

1. Definitions. Capitalized terms used but not defined herein shall have the meanings specified in the Purchase Agreement.

2. Assignment. Effective as of the date of this Assignment (the “Closing Date”), Assignor sells, assigns, transfers and conveys to Assignee all of its rights, title, and interest in and to the Leases and the other Operative Documents set forth on Exhibit 1 to this Assignment to the extent relating to the Cars.

3. Assumption. Effective as of the Closing Date, Assignee hereby agrees to accept the foregoing assignment pursuant to Section 2 hereof, and agrees to assume, discharge and perform all the duties and obligations of Assignor under the Operative Documents with respect to the Cars and agrees to be liable for and discharge all such obligations under the Leases including any obligations and liabilities which were expressly to be undertaken by Assignor prior to the Closing Date and which remain unfulfilled on the Closing Date.

10

4. Concerning the Cars. Effective on the Closing Date, Assignor hereby assigns and transfers to Assignee all rights which Assignor may have under any warranties, patent indemnities or other instruments relating to the Cars with respect to periods on and after the Closing Date, and agrees, at Assignee’s expense, to take such actions and assist Assignee in good faith and as Assignee may reasonably request to secure such rights for Assignee.

5. Records. [Not applicable]

6. Manufacturer’s Warranty. [Not applicable]

7. Counterparts. This Assignment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

8. Successors and Assigns. The terms of this Assignment shall be binding upon, and shall inure to the benefit of, the parties hereto, and their respective successors and assigns.

9. Governing Law. THIS ASSIGNMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW (OTHER THAN TITLE 14 OF ARTICLE 5 OF THE GENERAL OBLIGATIONS LAW).

10. Further Assurances. Each party agrees that from time to time after the date hereof it shall execute and deliver, or cause to be executed and delivered, such instruments, documents and papers, and take all such further action, as may be reasonably required in order to consummate more effectively the purposes of this Assignment and to implement the transactions contemplated hereby. Assignor covenants and agrees to cooperate with Assignee in connection with any litigation arising with respect to the Assets if Seller’s cooperation is reasonably necessary for the adjudication of issues raised in such litigation.

[The remainder of this page is intentionally left blank.]

11

IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be duly executed and delivered on the day and year first above written.

ASSIGNOR:	WL ROSS-GREENBRIER RAIL I LLC
	By:	EXHIBIT ONLY – DO NOT SIGN
	Name:
	Title:
ASSIGNEE:	GREENBRIER LEASING COMPANY LLC
	By:	EXHIBIT ONLY – DO NOT SIGN
	Name:
	Title:

[Assignment and Assumption Agreement – WLR Fleet]

EXHIBIT 1 to

Assignment Agreement

LEASES

[Insert Leases]

EXHIBIT D to

Purchase and

Sale Agreement

BILL OF SALE

KNOW ALL PEOPLE BY THESE PRESENTS: that WL ROSS-GREENBRIER RAIL I LLC, a Delaware limited liability company (“Seller”), in consideration of the sum of One Dollar ($1.00) and other good and valuable consideration more fully described in that certain Purchase and Sale Agreement dated [Date] (the “Purchase Agreement”), the receipt of which is hereby acknowledged, does hereby grant, bargain, sell and assign to GREENBRIER LEASING COMPANY LLC, an Oregon limited liability company (“Purchaser”), the following equipment (the “Cars”): All rights, title and interest in and to the railcars described in Exhibit A hereto which have been leased pursuant to the terms of those certain Leases and other Operative Documents identified in Exhibit A to the Purchase Agreement. Capitalized terms used and not otherwise defined herein shall have the meanings attributed thereto in the Purchase Agreement.

TO HAVE AND TO HOLD the Cars unto Purchaser, its successors and assigns, forever, free and clear of all liens or other encumbrances of any nature arising prior to the Closing Date (as defined in the Purchase Agreement), with the exception of those permitted under the Operative Documents, and it being recognized that each Lessee under the applicable Operative Documents has certain rights in the Cars.

Seller, on its own behalf, and on behalf of its successors and assigns, does hereby covenant, warrant, represent to, and agree with Purchaser (i) that it is the lawful owner of the Cars; (ii) that the Cars are free and clear of all claims, liens, charges, encumbrances and security interests arising prior to Closing other than a Lessee’s rights in the Cars and those permitted under the applicable Operative Documents; (iii) that it has the full right and authority to sell and transfer the Cars to Purchaser; (iv) that the within sale and transfer of the Cars to Purchaser, separately and on a combined basis, does not violate any contract, agreement or other instrument to which Seller is party or by which Seller or the Cars are bound, nor any provision of applicable law, and that all preconditions thereto have been fully complied with and performed by or on behalf of Seller. Seller hereby further covenants and binds itself, its successors and assigns, against every person or entity claiming or laying claim to the Cars or any right therein and to defend, hold harmless and indemnify Purchaser, its successors and assigns, from and against any and all losses, damages, and expenses (including reasonable attorney fees for defense thereof, or for enforcement of this covenant) resulting or arising from the assertion of any such claim or cause of action to the contrary against Purchaser, its successors and assigns, or against the Cars or any item or part thereof, except as so subject. EXCEPT FOR THE WARRANTY OF TITLE SET FORTH IN THIS BILL OF SALE AND THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THE PURCHASE AGREEMENT, the Cars are being sold to Purchaser by the Seller “AS IS, WHERE IS,” without any other representations and warranties, whether written, oral or implied, and the SELLER SHALL NOT BY VIRTUE OF HAVING SOLD THE CARS HEREWITH BE DEEMED TO HAVE MADE ANY REPRESENTATION OR WARRANTY AS TO THE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OPERABILITY, DESIGN OR CONDITION OF, OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP IN THE CARS.

Seller agrees that at any time and from time to time, upon the written request of Purchaser, Seller will promptly and duly execute and deliver or cause to be executed and delivered on its behalf any and all such further instruments and documents and take such further action as Purchaser may reasonably request in order to obtain the full benefits of this Bill of Sale and of the rights and powers herein granted.

[Signature Page Follows]

2

IN WITNESS WHEREOF, Seller has executed and delivered this Bill of Sale as of the          day of                     , 2015.

WL ROSS-GREENBRIER RAIL I LLC
By:	EXHIBIT ONLY – DO NOT SIGN
Name:
Title:

3

EXHIBIT 1 to

Bill of Sale

DESCRIPTION OF CARS

EXHIBIT E to

Purchase and

Sale Agreement

MEMORANDUM OF ASSIGNMENT

MEMORANDUM OF ASSIGNMENT

THIS MEMORANDUM OF ASSIGNMENT dated as of [Date], is between WL ROSS-GREENBRIER RAIL I LLC, a Delaware limited liability company, (“Assignor”), and GREENBRIER LEASING COMPANY LLC, an Oregon limited liability company (“Assignee”).

The parties to this Memorandum hereby acknowledge and confirm the following:

A. Assignor is the owner of the railcars more particularly described in Exhibit A hereto (the “Cars”), and certain of the Cars have been leased to lessees pursuant to those certain lease agreements and lease schedules or riders thereto more particularly described in Exhibit B attached hereto (such lease agreements and lease schedules or riders as amended, modified, extended, supplemented, restated and/or replaced from time to time, the “Leases”).

B. The Cars have been identified by Lease ID in Exhibit A, notwithstanding the fact that the actual number of Cars originally subject to each Lease may originally have been greater, and the number of Cars currently subject to each Lease may now be lower, than the number of Cars identified for such Lease in Exhibit A.

C. Memoranda of Lease have been filed with respect to most of the Leases with the U.S. Surface Transportation Board and/or the Registrar General of Canada.

D. Assignor and Assignee are parties to that certain Assignment Agreement dated [Date], pursuant to which Assignor has assigned all of its right, title and interest under the Leases as they pertain to periods on and after [Date], to Assignee.

E. The parties hereto wish to show for public record this Memorandum reflecting the sale of the Cars and assignment of the Leases by Assignor to Assignee, and accordingly have caused this Memorandum to be executed by their duly authorized officers, as of the date first above written. This Memorandum may be executed in counterparts, each such counterpart shall be binding on both parties hereto, notwithstanding that both parties are not signatories to the same counterpart.

[The remainder of this page has been intentionally left blank.]

Memo of Assignment WLR Fleet

IN WITNESS WHEREOF, each of the undersigned parties have caused this Memorandum to be executed by a duly authorized officer as of the day and year first above written.

GREENBRIER LEASING COMPANY LLC

By:

Name:

Title:

WL ROSS-GREENBRIER RAIL I LLC

By:

Name:

Title:

EXHIBIT A

RAILCARS

Memo of Assignment WLR Fleet

EXHIBIT B

LEASES

Memo of Assignment WLR Fleet

STATE OF OREGON	)
	) ss.
COUNTY OF CLACKAMAS	)

On this          day of                     , 2015, before me personally appeared                                         , to me personally known, who being by me duly sworn, says that s/he is the                                          of Greenbrier Leasing Company LLC and that the foregoing instrument was signed on behalf of said company, and s/he acknowledged that the execution of the said instrument was her or his free act and deed.

NOTARY PUBLIC

My commission expires:

STATE OF	)
	) ss.
COUNTY OF	)

On this          day of                     , 2015, before me personally appeared                                         , to me personally known, who being by me duly sworn, says that s/he is the                                          of WL Ross-Greenbrier Rail I LLC and that the foregoing instrument was signed on behalf of said company, and s/he acknowledged that the execution of the said instrument was her or his free act and deed.

NOTARY PUBLIC

My commission expires:

Memo of Assignment WLR Fleet

EX-31.1

THE GREENBRIER COMPANIES, INC.

Exhibit 31.1

CERTIFICATIONS

I, William A. Furman, certify that:

1. I have reviewed this quarterly report on Form 10-Q of The Greenbrier Companies, Inc. for the quarterly period ended November 30, 2015;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: January 7, 2016

/s/ William A. Furman

William A. Furman

President and Chief Executive Officer

EX-31.2

THE GREENBRIER COMPANIES, INC.

Exhibit 31.2

CERTIFICATIONS (cont’d)

I, Mark J. Rittenbaum, certify that:

1. I have reviewed this quarterly report on Form 10-Q of The Greenbrier Companies, Inc. for the quarterly period ended November 30, 2015;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: January 7, 2016

/s/ Mark J. Rittenbaum

Mark J. Rittenbaum

Executive Vice President and

Chief Financial Officer

EX-32.1

THE GREENBRIER COMPANIES, INC.

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of The Greenbrier Companies, Inc. (the “Company”) on Form 10-Q for the quarterly period ended November 30, 2015, as filed with the Securities and Exchange Commission on the date therein specified (the “Report”), I, William A. Furman, President and Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: January 7, 2016

/s/ William A. Furman

William A. Furman

President and Chief Executive Officer

EX-32.2

THE GREENBRIER COMPANIES, INC.

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of The Greenbrier Companies, Inc. (the “Company”) on Form 10-Q for the quarterly period ended November 30, 2015, as filed with the Securities and Exchange Commission on the date therein specified (the “Report”), I, Mark J. Rittenbaum, Executive Vice President and Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: January 7, 2016

/s/ Mark J. Rittenbaum

Mark J. Rittenbaum

Executive Vice President and

Chief Financial Officer

XML

Document and Entity Information - shares	3 Months Ended
	Nov. 30, 2015	Dec. 31, 2015
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Nov. 30, 2015
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q1
Trading Symbol	GBX
Entity Registrant Name	GREENBRIER COMPANIES INC
Entity Central Index Key	0000923120
Current Fiscal Year End Date	--08-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		28,596,821

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Nov. 30, 2015	Aug. 31, 2015
Assets
Cash and cash equivalents	$ 197,633	$ 172,930
Restricted cash	9,818	8,869
Accounts receivable, net	237,213	196,029
Inventories	444,023	445,535
Leased railcars for syndication	238,911	212,534
Equipment on operating leases, net	252,641	255,391
Property, plant and equipment, net	307,196	303,135
Investment in unconsolidated affiliates	86,658	87,270
Intangibles and other assets, net	76,157	65,554
Goodwill	43,265	43,265
Total assets	1,893,515	1,790,512
Liabilities and Equity
Revolving notes	163,888	50,888
Accounts payable and accrued liabilities	384,670	455,213
Deferred income taxes	63,483	60,657
Deferred revenue	42,351	33,836
Notes payable	$ 324,668	$ 326,429
Commitments and contingencies (Note 12)
Greenbrier
Preferred stock-without par value; 25,000 shares authorized; none outstanding
Common stock-without par value; 50,000 shares authorized; 28,597 and 28,907 shares outstanding at November 30, 2015 and August 31, 2015	$ 0	$ 0
Additional paid-in capital	280,422	295,444
Retained earnings	522,182	458,599
Accumulated other comprehensive loss	(30,659)	(21,205)
Total equity - Greenbrier	771,945	732,838
Noncontrolling interest	142,510	130,651
Total equity	914,455	863,489
Liabilities and Equity	$ 1,893,515	$ 1,790,512

XML

Consolidated Balance Sheets (Parenthetical) - $ / shares	Nov. 30, 2015	Aug. 31, 2015
Preferred stock, without par value
Preferred stock, shares authorized	25,000,000	25,000,000
Preferred stock, outstanding
Common stock, without par value
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares outstanding	28,597,000	28,907,000

XML

Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands		3 Months Ended
		Nov. 30, 2015	Nov. 30, 2014
Revenue
Revenue		$ 802,389	$ 495,058
Cost of revenue
Cost of revenue		617,624	406,990
Margin		184,765	88,068
Selling and administrative expense		36,549	33,729
Net gain on disposition of equipment		(269)	(83)
Earnings from operations		148,485	54,422
Other costs
Interest and foreign exchange		5,436	3,141
Earnings before income tax and earnings from unconsolidated affiliates		143,049	51,281
Income tax (expense) benefit		(44,719)	(16,054)
Earnings before earnings from unconsolidated affiliates		98,330	35,227
Earnings from unconsolidated affiliates		383	755
Net earnings		98,713	35,982
Net earnings attributable to noncontrolling interest		(29,280)	(3,196)
Net earnings attributable to Greenbrier		$ 69,433	$ 32,786
Basic earnings per common share:		$ 2.36	$ 1.19
Diluted earnings per common share:	[1]	$ 2.15	$ 1.01
Weighted average common shares:
Basic	[2]	29,391	27,665
Diluted		32,578	33,713
Dividends declared per common share		$ 0.20	$ 0.15
Adjustments
Other costs
Net earnings		$ 98,713	$ 35,982
Manufacturing
Revenue
Revenue		698,661	379,949
Cost of revenue
Cost of revenue		533,033	316,037
Earnings from operations		153,704	52,051
Wheels & Parts
Revenue
Revenue		78,729	86,624
Cost of revenue
Cost of revenue		73,002	76,872
Earnings from operations		3,403	7,932
Leasing & Services
Revenue
Revenue		24,999	28,485
Cost of revenue
Cost of revenue		11,589	14,081
Earnings from operations		$ 9,958	$ 11,042

[1] Diluted earnings per share was calculated as follows: Earnings before interest and debt issuance costs (net of tax) on convertible notes Weighted average diluted common shares outstanding

[2] Restricted stock grants and restricted stock units, including some grants subject to certain performance criteria, are included in weighted average basic common shares outstanding when the Company is in a net earnings position.

XML

Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands		3 Months Ended
		Nov. 30, 2015	Nov. 30, 2014
Net earnings		$ 98,713	$ 35,982
Other comprehensive income (loss)
Translation adjustment		(3,967)	(3,450)
Reclassification of derivative financial instruments recognized in net earnings	[1]	492	289
Unrealized loss on derivative financial instruments	[2]	(6,052)	(306)
Other (net of tax effect)			(2)
Other comprehensive income (loss)		(9,527)	(3,469)
Comprehensive income		89,186	32,513
Comprehensive income attributable to noncontrolling interest		(29,207)	(3,148)
Comprehensive income attributable to Greenbrier		$ 59,979	$ 29,365

[1] Net of tax effect of $0.2 million and $0.2 million for the three months ended November 30, 2015 and 2014.

[2] Net of tax effect of $1.5 million and $0.4 million for the three months ended November 30, 2015 and 2014.

XML

Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Millions	3 Months Ended
	Nov. 30, 2015	Nov. 30, 2014
Reclassification of derivative financial instruments recognized in net earnings, tax	$ 0.2	$ 0.2
Unrealized gain (loss) on derivative financial instruments, tax	$ 1.5	$ 0.4

XML

Consolidated Statements of Equity - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock Shares	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Loss	Total Attributable to Greenbrier	Attributable to Noncontrolling Interest
Beginning balance (in shares) at Aug. 31, 2014		27,364
Beginning balance at Aug. 31, 2014	$ 573,721		$ 235,763	$ 282,559	$ (6,932)	$ 511,390	$ 62,331
Net earnings	35,982			32,786		32,786	3,196
Other comprehensive income (loss), net	(3,469)				(3,421)	(3,421)	(48)
Noncontrolling interest adjustments	12,952						12,952
Joint venture partner distribution declared	(2,147)						(2,147)
Restricted stock cancellations	(1,936)		(1,936)			(1,936)
Restricted stock cancellations(Shares)		96
Unamortized restricted stock	1,936		1,936			1,936
Restricted stock amortization	3,411		3,411			3,411
Excess tax benefit from restricted stock awards	2,970		2,970			2,970
Conversion of convertible notes, net of debt issuance costs (in shares)		1
Conversion of convertible notes, net of debt issuance costs	25		25			25
Cash dividends	(4,170)			(4,170)		(4,170)
Repurchase of stock	(23,107)		(23,107)			(23,107)
Repurchase of stock, shares		(379)
Ending Balance (in shares) at Nov. 30, 2014		26,890
Ending Balance at Nov. 30, 2014	$ 596,168		219,062	311,175	(10,353)	519,884	76,284
Beginning balance (in shares) at Aug. 31, 2015	28,907	28,907
Beginning balance at Aug. 31, 2015	$ 863,489		295,444	458,599	(21,205)	732,838	130,651
Net earnings	98,713			69,433		69,433	29,280
Other comprehensive income (loss), net	(9,527)				(9,454)	(9,454)	(73)
Noncontrolling interest adjustments	262						262
Purchase of noncontrolling interest	(4)						(4)
Joint venture partner distribution declared	(17,606)						(17,606)
Restricted stock awards (net of cancellations)	(3,469)		(3,469)			(3,469)
Restricted stock cancellations(Shares)		212
Unamortized restricted stock	(603)		(603)			(603)
Restricted stock amortization	5,301		5,301			5,301
Excess tax benefit from restricted stock awards	2,827		2,827			2,827
Cash dividends	(5,850)			(5,850)		(5,850)
Repurchase of stock	$ (19,078)		(19,078)			(19,078)
Repurchase of stock, shares		(522)
Ending Balance (in shares) at Nov. 30, 2015	28,597	28,597
Ending Balance at Nov. 30, 2015	$ 914,455		$ 280,422	$ 522,182	$ (30,659)	$ 771,945	$ 142,510

XML

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Nov. 30, 2015	Nov. 30, 2014
Cash flows from operating activities
Net earnings	$ 98,713	$ 35,982
Adjustments to reconcile net earnings to net cash used in operating activities:
Deferred income taxes	3,019	607
Depreciation and amortization	12,974	12,050
Net gain on disposition of equipment	(269)	(83)
Stock based compensation expense	5,301	3,411
Noncontrolling interest adjustments	262	12,952
Other	637	152
Decrease (increase) in assets:
Accounts receivable, net	(40,889)	7,806
Inventories	(274)	(67,642)
Leased railcars for syndication	(61,059)	(54,732)
Other	(3,578)	2,211
Increase (decrease) in liabilities:
Accounts payable and accrued liabilities	(77,605)	(13,032)
Deferred revenue	(723)	6,488
Net cash used in operating activities	(63,491)	(53,830)
Cash flows from investing activities
Proceeds from sales of assets	41,353	2,073
Capital expenditures	(15,595)	(31,314)
Increase in restricted cash	(949)	(30)
Cash distribution from unconsolidated affiliates	616
Investment in and advances to unconsolidated affiliates	(1,866)	(2,500)
Net cash provided by (used in) investing activities	23,559	(31,771)
Cash flows from financing activities
Net change in revolving notes with maturities of 90 days or less	113,000	15,000
Proceeds from revolving notes with maturities longer than 90 days		23,056
Repayments of revolving notes with maturities longer than 90 days		(4,610)
Repayments of notes payable	(1,761)	(1,758)
Debt issuance costs	(4,493)
Decrease in restricted cash		11,000
Cash distribution to joint venture partner	(17,654)	(2,275)
Repurchase of stock	(20,203)	(21,730)
Dividends	(105)
Excess tax benefit from restricted stock awards	2,827	2,970
Other	(6)
Net cash provided by (used in) financing activities	71,605	21,653
Effect of exchange rate changes	(6,970)	(2,010)
Increase (decrease) in cash and cash equivalents	24,703	(65,958)
Cash and cash equivalents
Beginning of period	172,930	184,916
End of period	197,633	118,958
Cash paid during the period for
Interest	4,058	5,736
Income taxes, net	48,349	28,487
Non-cash activity
Dividends declared and accrued in Accounts payable and accrued liabilities	5,745	4,170
Capital expenditures accrued in Accounts payable and accrued liabilities	5,931	2,957
Transfer from Leased railcars for syndication to Equipment on operating leases, net	$ 31,568	$ 3,313

XML

Interim Financial Statements

3 Months Ended

Nov. 30, 2015

Interim Financial Statements

Note 1 – Interim Financial Statements

The Condensed Consolidated Financial Statements of The Greenbrier Companies, Inc. and Subsidiaries (Greenbrier or the Company) as of November 30, 2015 and for the three months ended November 30, 2015 and 2014 have been prepared without audit and reflect all adjustments (consisting of normal recurring accruals) that, in the opinion of management, are necessary for a fair presentation of the financial position, operating results and cash flows for the periods indicated. The results of operations for the three months ended November 30, 2015 are not necessarily indicative of the results to be expected for the entire year ending August 31, 2016.

Certain notes and other information have been condensed or omitted from the interim financial statements presented in this Quarterly Report on Form 10-Q. Therefore, these financial statements should be read in conjunction with the Consolidated Financial Statements contained in the Company’s 2015 Annual Report on Form 10-K.

Management Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires judgment on the part of management to arrive at estimates and assumptions on matters that are inherently uncertain. These estimates may affect the amount of assets, liabilities, revenue and expenses reported in the financial statements and accompanying notes and disclosure of contingent assets and liabilities within the financial statements. Estimates and assumptions are periodically evaluated and may be adjusted in future periods. Actual results could differ from those estimates.

Prospective Accounting Changes – In May 2014, the Financial Accounting Standards Board (FASB) and International Accounting Standards Board (IASB) jointly issued a converged standard on the recognition of revenue from contracts with customers. The issued guidance converges the criteria for reporting revenue, and requires disclosures sufficient to describe the nature, amount, timing, and uncertainty of revenue and cash flows arising from these contracts. Companies can transition to the standard either retrospectively or as a cumulative effect adjustment as of the date of adoption. The FASB issued a one year deferral and the new standard is effective for fiscal years and interim periods within those years beginning after December 15, 2017. The Company plans to adopt this guidance beginning September 1, 2018. The Company is evaluating the impact of this standard as well as its method of adoption on its consolidated financial statements and disclosures.

In April 2015, the FASB issued Accounting Standards Update 2015-03, Simplifying the Presentation of Debt Issuance Costs (ASU 2015-03). The FASB issued this update to simplify the presentation of debt issuance costs related to a recognized debt liability to present the debt issuance costs as a direct deduction from the carrying value of the debt liability rather than showing the debt issuance costs as an asset. The guidance is limited to the presentation of debt issuance costs and does not impact its recognition and measurement. The new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2015, with early adoption permitted, and is required to be applied on a retrospective basis. The Company plans to adopt ASU 2015-03 beginning September 1, 2016. As the adoption of this new accounting standard will only amend presentation and disclosure requirements, the adoption will not affect the Company’s financial position, results of operations or cash flows.

Share Repurchase Program – Since October 2013, the Board of Directors has authorized the Company to repurchase in aggregate up to $225 million of the Company’s common stock. The program may be modified, suspended or discontinued at any time without prior notice. Under the share repurchase program, shares of common stock may be purchased on the open market or through privately negotiated transactions from time-to-time. The timing and amount of purchases will be based upon market conditions, securities law limitations and other factors. The share repurchase program does not obligate the Company to acquire any specific number of shares in any period.

During the three months ended November 30, 2015 and 2014, the Company purchased a total of 521,626 and 378,695 shares for approximately $19.1 million and $23.1 million, respectively. As of November 30, 2015 the Company had cumulatively repurchased 2,673,165 shares for approximately $123.7 million and had $101.3 million available under the share repurchase program with an expiration date of January 1, 2018.

XML

Inventories

3 Months Ended

Nov. 30, 2015

Inventories

Note 2 – Inventories

Inventories are valued at the lower of cost (first-in, first-out) or market. Work-in-process includes material, labor and overhead. The following table summarizes the Company’s inventory balance:

(In thousands)	November 30, 2015			August 31, 2015
Manufacturing supplies and raw materials	$	275,343		$	311,880
Work-in-process		51,342			75,032
Finished goods		120,264			61,302
Excess and obsolete adjustment		(2,926	)		(2,679	)
	$	444,023		$	445,535

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Intangibles and Other Assets, net

3 Months Ended

Nov. 30, 2015

Intangibles and Other Assets, net

Note 3 – Intangibles and Other Assets, net

Intangible assets that are determined to have finite lives are amortized over their useful lives. Intangible assets with indefinite useful lives are not amortized and are periodically evaluated for impairment.

The following table summarizes the Company’s identifiable intangible and other assets balance:

(In thousands)	November 30, 2015			August 31, 2015
Intangible assets subject to amortization:
Customer relationships	$	64,504		$	65,023
Accumulated amortization		(34,165	)		(33,828	)
Other intangibles		5,959			3,422
Accumulated amortization		(3,204	)		(3,121	)
		33,094			31,496
Intangible assets not subject to amortization		912			912
Prepaid and other assets		17,021			13,111
Nonqualified savings plan investments		13,481			11,815
Debt issuance costs, net		7,252			3,823
Assets held for sale		4,397			4,397
Total Intangible and other assets, net	$	76,157		$	65,554

Amortization expense for the three months ended November 30, 2015 and 2014 was $1.2 million and $0.9 million. Amortization expense for the years ending August 31, 2016, 2017, 2018, 2019 and 2020 is expected to be $4.6 million, $3.5 million, $3.4 million, $3.4 million and $3.4 million.

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Revolving Notes

3 Months Ended

Nov. 30, 2015

Revolving Notes

Note 4 – Revolving Notes

Senior secured credit facilities, consisting of three components, aggregated to $625.1 million as of November 30, 2015.

As of November 30, 2015, a $550.0 million revolving line of credit, maturing October 2020, secured by substantially all the Company’s assets in the U.S. not otherwise pledged as security for term loans, was available to provide working capital and interim financing of equipment, principally for the U.S. and Mexican operations. Advances under this facility bear interest at LIBOR plus 1.75% or Prime plus 0.75% depending on the type of borrowing. Available borrowings under the credit facility are generally based on defined levels of inventory, receivables, property, plant and equipment and leased equipment, as well as total debt to consolidated capitalization and fixed charges coverage ratios.

As of November 30, 2015, lines of credit totaling $15.1 million secured by certain of the Company’s European assets, with various variable rates that range from Warsaw Interbank Offered Rate (WIBOR) plus 1.2% to WIBOR plus 1.3%, were available for working capital needs of the European manufacturing operation. European credit facilities are continually being renewed. Currently these European credit facilities have maturities that range from February 2016 through June 2017.

As of November 30, 2015, the Company’s Mexican joint venture has three lines of credit totaling $60.0 million. The first line of credit provides up to $10.0 million and is secured by certain of the joint venture’s accounts receivable and inventory. Advances under this facility bear interest at LIBOR plus 2.5%. The Mexican joint venture will be able to draw amounts available under this facility through June 2016. The second line of credit provides up to $30.0 million and is fully guaranteed by the Company and its joint venture partner. Advances under this facility bear interest at LIBOR plus 2.0%. The Mexican joint venture will be able to draw against this facility through January 2019. The third line of credit provides up to $20.0 million, of which the Company and its joint venture partner have each guaranteed 50%. Advances under this facility bear interest at LIBOR plus 2.0%. The Mexican joint venture will be able to draw amounts available under this facility through August 2017.

As of November 30, 2015, outstanding commitments under the senior secured credit facilities consisted of $80.1 million in letters of credit and $162.0 million in revolving notes under the North American credit facility and $1.9 million outstanding in revolving notes under the Mexican joint venture credit facilities.

As of August 31, 2015, outstanding commitments under the senior secured credit facilities consisted of $47.2 million in letters of credit and $49.0 million in revolving notes under the North American credit facility and $1.9 million outstanding in revolving notes under the Mexican joint venture credit facilities.

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Accounts Payable and Accrued Liabilities

3 Months Ended

Nov. 30, 2015

Accounts Payable and Accrued Liabilities

Note 5 – Accounts Payable and Accrued Liabilities

(In thousands)	November 30, 2015		August 31, 2015
Trade payables	$	201,955	$	263,665
Other accrued liabilities		70,440		64,584
Accrued payroll and related liabilities		57,576		70,836
Accrued maintenance		18,693		18,642
Income taxes payable		13,411		22,465
Accrued warranty		11,609		11,512
Other		10,986		3,509
	$	384,670	$	455,213

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Warranty Accruals

3 Months Ended

Nov. 30, 2015

Warranty Accruals

Note 6 – Warranty Accruals

Warranty costs are estimated and charged to operations to cover a defined warranty period. The estimated warranty cost is based on the history of warranty claims for each particular product type. For new product types without a warranty history, preliminary estimates are based on historical information for similar product types. The warranty accruals, included in Accounts payable and accrued liabilities on the Consolidated Balance Sheets, are reviewed periodically and updated based on warranty trends and expirations of warranty periods.

Warranty accrual activity:

	Three Months Ended November 30,
(In thousands)	2015			2014
Balance at beginning of period	$	11,512		$	9,340
Charged to cost of revenue, net		1,421			647
Payments		(1,229	)		(974	)
Currency translation effect		(95	)		(117	)
Balance at end of period	$	11,609		$	8,896

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Accumulated Other Comprehensive Loss

3 Months Ended

Nov. 30, 2015

Accumulated Other Comprehensive Loss

Note 7 – Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss, net of tax effect as appropriate, consisted of the following:

(In thousands)	Unrealized Loss on Derivative Financial Instruments			Foreign Currency Translation Adjustment			Other			Accumulated Other Comprehensive Loss
Balance, August 31, 2015	$	(2,194	)	$	(18,666	)	$	(345	)	$	(21,205	)
Other comprehensive loss before reclassifications		(6,052	)		(3,894	)		—			(9,946	)
Amounts reclassified from accumulated other comprehensive loss		492			—			—			492
Balance, November 30, 2015	$	(7,754	)	$	(22,560	)	$	(345	)	$	(30,659	)

The amounts reclassified out of Accumulated other comprehensive loss into the Consolidated Statements of Income, with presentation location, were as follows:

(In thousands)	Three Months Ended November 30,
	2015			2014			Financial Statement Location
Loss on derivative financial instruments:
Foreign exchange contracts	$	267		$	8		Revenue
Interest rate swap contracts		445			456		Interest and foreign exchange
		712			464		Total before tax
		(220	)		(175	)	Tax expense
	$	492		$	289		Net of tax

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Earnings Per Share

3 Months Ended

Nov. 30, 2015

Earnings Per Share

Note 8 – Earnings Per Share

The shares used in the computation of the Company’s basic and diluted earnings per common share are reconciled as follows:

(In thousands)	Three Months Ended November 30,
	2015		2014
Weighted average basic common shares outstanding (1)		29,391		27,665
Dilutive effect of 2018 Convertible notes (2)		3,177		6,044
Dilutive effect of 2026 Convertible notes (3)		—		4
Dilutive effect of performance based restricted stock units (4)		10		—
Weighted average diluted common shares outstanding		32,578		33,713

(1) Restricted stock grants and restricted stock units, including some grants subject to certain performance criteria, are included in weighted average basic common shares outstanding when the Company is in a net earnings position.

(2) The dilutive effect of the 2018 Convertible notes was included for the three months ended November 30, 2015 and 2014 as they were considered dilutive under the “if converted” method as further discussed below.

(3) The dilutive effect of the 2026 Convertible notes was excluded for the three months ended November 30, 2015 as the average stock price was less than $48.05 and therefore was considered anti-dilutive. The effect of the 2026 Convertible notes was included for the three months ended November 30, 2014 as the average stock price was greater than $48.05, as further described below.

(4) Restricted stock units that are subject to performance criteria, for which actual levels of performance above target have been achieved, are included in weighted average diluted common shares outstanding when the Company is in a net earnings position.

Dilutive EPS is calculated using the more dilutive of two approaches. The first approach includes the dilutive effect, using the treasury stock method, associated with shares underlying the 2026 Convertible notes and performance based restricted stock units that are subject to performance criteria, for which actual levels of performance above target have been achieved. The second approach supplements the first by including the “if converted” effect of the 2018 Convertible notes issued in March 2011. Under the “if converted” method, debt issuance and interest costs, both net of tax, associated with the convertible notes are added back to net earnings and the share count is increased by the shares underlying the convertible notes. The 2026 Convertible notes are included in the calculation of both approaches using the treasury stock method when the average stock price is greater than the conversion price of $48.05.

	Three Months Ended November 30,
	2015		2014
Net earnings attributable to Greenbrier	$	69,433	$	32,786
Add back:
Interest and debt issuance costs on the 2018 Convertible notes, net of tax		496		1,416
Earnings before interest and debt issuance costs on convertible notes	$	69,929	$	34,202
Weighted average diluted common shares outstanding		32,578		33,713
Diluted earnings per share (1)	$	2.15	$	1.01

(1) Diluted earnings per share was calculated as follows:

Earnings before interest and debt issuance costs (net of tax) on convertible notes

Weighted average diluted common shares outstanding

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Stock Based Compensation

3 Months Ended

Nov. 30, 2015

Stock Based Compensation

Note 9 – Stock Based Compensation

The value of restricted stock and restricted stock unit awards is amortized as compensation expense from the date of grant through the earlier of the vesting period or the recipient’s eligible retirement date. Awards are expensed upon grant when the recipient’s eligible retirement date precedes the grant date.

Compensation expense for restricted stock and restricted stock unit grants was $5.3 million and $3.4 million for the three months ended November 30, 2015 and 2014, respectively. Compensation expense related to restricted stock and restricted stock unit grants is recorded in Selling and administrative expense and Cost of revenue on the Consolidated Statements of Income.

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Derivative Instruments

3 Months Ended

Nov. 30, 2015

Derivative Instruments

Note 10 – Derivative Instruments

Foreign operations give rise to market risks from changes in foreign currency exchange rates. Foreign currency forward exchange contracts with established financial institutions are utilized to hedge a portion of that risk. Interest rate swap agreements are used to reduce the impact of changes in interest rates on certain debt. The Company’s foreign currency forward exchange contracts and interest rate swap agreements are designated as cash flow hedges, and therefore the effective portion of unrealized gains and losses is recorded in accumulated other comprehensive income or loss.

At November 30, 2015 exchange rates, forward exchange contracts for the purchase of Polish Zloty and the sale of Euro and U.S. Dollar, and for the purchase of U.S. Dollars and the sale of Saudi Riyal aggregated to $458.8 million. The fair value of the contracts is included on the Consolidated Balance Sheets as Accounts payable and accrued liabilities when there is a loss, or as Accounts receivable, net when there is a gain. As the contracts mature at various dates through September 2018, any such gain or loss remaining will be recognized in manufacturing revenue along with the related transactions. In the event that the underlying sales transaction does not occur or does not occur in the period designated at the inception of the hedge, the amount classified in accumulated other comprehensive loss would be reclassified to the results of operations in Interest and foreign exchange at the time of occurrence.

At November 30, 2015, an interest rate swap agreement maturing in March 2020 had a notional amount of $94.8 million. The fair value of the contract is included in Accounts payable and accrued liabilities on the Consolidated Balance Sheets. As interest expense on the underlying debt is recognized, amounts corresponding to the interest rate swap are reclassified from Accumulated other comprehensive loss and charged or credited to interest expense. At November 30, 2015 interest rates, approximately $1.7 million would be reclassified to interest expense in the next 12 months.

Fair Values of Derivative Instruments

	Asset Derivatives					Liability Derivatives
		November 30, 2015		August 31, 2015			November 30, 2015		August 31, 2015
(In thousands)	Balance sheet location	Fair Value		Fair Value		Balance sheet location	Fair Value		Fair Value
Derivatives designated as hedging instruments
Foreign forward exchange contracts	Accounts receivable, net	$	6,940	$	1,820	Accounts payable and accrued liabilities	$	7,213	$	737
Interest rate swap contracts	Intangibles and other assets, net		—		—	Accounts payable and accrued liabilities		2,514		2,393
		$	6,940	$	1,820		$	9,727	$	3,130
Derivatives not designated as hedging instruments
Foreign forward exchange contracts	Accounts receivable, net	$	56	$	93	Accounts payable and accrued liabilities	$	108	$	76

The Effect of Derivative Instruments on the Statements of Income

Derivatives in cash flow hedging relationships	Location of gain (loss) recognized in income on derivatives		Gain (loss) recognized in income on derivatives three months ended November 30,
			2015			2014
Foreign forward exchange contract		Interest and foreign exchange	$	(186	)	$	54
Interest rate swap contracts		Interest and foreign exchange		86			56
			$	(100	)	$	110

Derivatives in cash flow hedging relationships	Gain (loss) recognized in OCI on derivatives (effective portion) three months ended November 30,						Location of loss reclassified from accumulated OCI into income	Loss reclassified from accumulated OCI into income (effective portion) three months ended November 30,						Location of gain in income on derivative (ineffective portion and amount excluded from effectiveness testing)	Gain recognized on derivative (ineffective portion and amount excluded from effectiveness testing) three months ended November 30,
	2015			2014				2015			2014				2015		2014
Foreign forward exchange contracts	$	(7,043	)	$	600		Revenue	$	(267	)	$	(8	)	Revenue	$	4,592	$	494
Interest rate swap contracts		(592	)		(1,335	)	Interest and foreign exchange		(445	)		(456	)	Interest and foreign exchange		—		—
	$	(7,635	)	$	(735	)		$	(712	)	$	(464	)		$	4,592	$	494

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Segment Information

3 Months Ended

Nov. 30, 2015

Segment Information

Note 11 – Segment Information

Greenbrier operates in four reportable segments: Manufacturing; Wheels & Parts; Leasing & Services; and GBW Joint Venture. The results of GBW are included as part of Earnings from unconsolidated affiliates as the Company accounts for its interest in GBW under the equity method of accounting.

The accounting policies of the segments are described in the summary of significant accounting policies in the Consolidated Financial Statements contained in the Company’s 2015 Annual Report on Form 10-K. Performance is evaluated based on Earnings from operations. Corporate includes selling and administrative costs not directly related to goods and services and certain costs that are intertwined among segments due to our integrated business model. The Company does not allocate Interest and foreign exchange or Income tax expense for either external or internal reporting purposes. Intersegment sales and transfers are valued as if the sales or transfers were to third parties. Related revenue and margin are eliminated in consolidation and therefore are not included in consolidated results in the Company’s Consolidated Financial Statements.

The information in the following table is derived directly from the segments’ internal financial reports used for corporate management purposes. The results of operations for the GBW Joint Venture are not reflected in the tables below as the investment is accounted for under the equity method of accounting.

For the three months ended November 30, 2015:

	Revenue								Earnings (loss) from operations
(In thousands)	External		Intersegment			Total			External			Intersegment			Total
Manufacturing	$	698,661	$	—		$	698,661		$	153,704		$	—		$	153,704
Wheels & Parts		78,729		6,816			85,545			3,403			684			4,087
Leasing & Services		24,999		6,709			31,708			9,958			6,709			16,667
Eliminations		—		(13,525	)		(13,525	)		—			(7,393	)		(7,393	)
Corporate		—		—			—			(18,580	)		—			(18,580	)
	$	802,389	$	—		$	802,389		$	148,485		$	—		$	148,485

For the three months ended November 30, 2014:

	Revenue								Earnings (loss) from operations
(In thousands)	External		Intersegment			Total			External			Intersegment			Total
Manufacturing	$	379,949	$	7,420		$	387,369		$	52,051		$	786		$	52,837
Wheels & Parts		86,624		6,911			93,535			7,932			784			8,716
Leasing & Services		28,485		13,184			41,669			11,042			13,184			24,226
Eliminations		—		(27,515	)		(27,515	)		—			(14,754	)		(14,754	)
Corporate		—		—			—			(16,603	)		—			(16,603	)
	$	495,058	$	—		$	495,058		$	54,422		$	—		$	54,422

	Total assets
	November 30,		August 31,
(In thousands)	2015		2015
Manufacturing	$	656,505	$	675,409
Wheels & Parts		302,164		291,798
Leasing & Services		631,699		549,073
Unallocated		303,147		274,232
	$	1,893,515	$	1,790,512

Reconciliation of Earnings from operations to Earnings before income tax and earnings from unconsolidated affiliates:

	Three Months Ended November 30,
(In thousands)	2015		2014
Earnings from operations	$	148,485	$	54,422
Interest and foreign exchange		5,436		3,141
Earnings before income tax and earnings from unconsolidated affiliates	$	143,049	$	51,281

The results of operations for the GBW Joint Venture are accounted for under the equity method of accounting. The GBW Joint Venture is the Company’s fourth reportable segment and information as of November 30, 2015 and August 31, 2015 and for the three months ended November 30, 2015 and 2014 are included in the tables below.

	Three Months Ended November 30,
(In thousands)	2015		2014
Revenue	$	95,982	$	82,542
Earnings from operations	$	2,408	$	258
	Total Assets
	November 30, 2015		August 31, 2015
GBW (1)	$	245,741	$	239,871

⁽¹⁾  Includes goodwill and intangible assets of $96.0 million and $96.9 million as of November 30, 2015 and August 31, 2015.

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Commitments and Contingencies

3 Months Ended

Nov. 30, 2015

Commitments and Contingencies

Note 12 – Commitments and Contingencies

The Company’s Portland, Oregon manufacturing facility is located adjacent to the Willamette River. The Company has entered into a Voluntary Cleanup Agreement with the Oregon Department of Environmental Quality (DEQ) in which the Company agreed to conduct an investigation of whether, and to what extent, past or present operations at the Portland property may have released hazardous substances into the environment.

In December 2000, the U.S. Environmental Protection Agency (EPA) classified portions of the Willamette River bed known as the Portland Harbor, including the portion fronting the Company’s manufacturing facility, as a federal “National Priority List” or “Superfund” site due to sediment contamination (the Portland Harbor Site). The Company and more than 140 other parties have received a “General Notice” of potential liability from the EPA relating to the Portland Harbor Site. The letter advised the Company that it may be liable for the costs of investigation and remediation (which liability may be joint and several with other potentially responsible parties) as well as for natural resource damages resulting from releases of hazardous substances to the site. At this time, ten private and public entities, including the Company (the Lower Willamette Group or LWG), have signed an Administrative Order on Consent (AOC) to perform a remedial investigation/feasibility study (RI/FS) of the Portland Harbor Site under EPA oversight, and several additional entities have not signed such consent, but are nevertheless contributing money to the effort. The EPA-mandated RI/FS is being produced by the LWG and has cost over $110 million during a 15-year period. The Company has agreed to initially bear a percentage of the total costs incurred by the LWG in connection with the investigation. The Company’s aggregate expenditure has not been material during the 15-year period. Some or all of any such outlay may be recoverable from other responsible parties. The EPA expects the investigation to continue until 2017.

Eighty-three parties, including the State of Oregon and the federal government, have entered into a non-judicial mediation process to try to allocate costs associated with the Portland Harbor site. Approximately 110 additional parties have signed tolling agreements related to such allocations. On April 23, 2009, the Company and the other AOC signatories filed suit against 69 other parties due to a possible limitations period for some such claims; Arkema Inc. et al v. A & C Foundry Products, Inc. et al, U.S. District Court, District of Oregon, Case #3:09-cv-453-PK. All but 12 of these parties elected to sign tolling agreements and be dismissed without prejudice, and the case has now been stayed by the court, pending completion of the RI/FS. Although, as described below, the draft feasibility study has been submitted, the RI/FS will not be complete until the EPA approves it, which is not likely to occur until at least 2016.

A draft of the remedial investigation study was submitted by the LWG to the EPA on October 27, 2009. The draft feasibility study was submitted to the EPA on March 30, 2012. That draft feasibility study evaluates several alternative cleanup approaches. The approaches submitted would take from 2 to 28 years with costs ranging from $169 million to $1.8 billion for cleanup of the entire Portland Harbor Site, depending primarily on the selected remedial action levels. The draft feasibility study suggests costs ranging from $9 million to $163 million for cleanup of the area of the Willamette River adjacent to the Company’s Portland, Oregon manufacturing facility, depending primarily on the selected remedial action level. In August 2015, the EPA released its own draft feasibility study that suggests a significantly higher range of site-wide costs (from $790 million to $2.4 billion) and clean-up durations ranging from 4 to 18 years. The EPA study does not break those costs down by sub-area. The EPA is currently revising its draft feasibility study.

Neither draft feasibility study addresses responsibility for the costs of clean-up, allocates such costs among the potentially responsible parties, or defines precise boundaries for the cleanup. Responsibility for funding and implementing the EPA’s selected cleanup will be determined after the issuance of the Record of Decision, currently scheduled by the EPA for 2017. Based on the investigation to date, the Company believes that it did not contribute in any material way to contamination in the river sediments or the damage of natural resources in the Portland Harbor Site and that the damage in the area of the Portland Harbor Site adjacent to its property precedes its ownership of the Portland, Oregon manufacturing facility. Because these environmental investigations are still underway, sufficient information is currently not available to determine the Company’s liability, if any, for the cost of any required remediation or restoration of the Portland Harbor Site or to estimate a range of potential loss. Based on the results of the pending investigations and future assessments of natural resource damages, the Company may be required to incur costs associated with additional phases of investigation or remedial action, and may be liable for damages to natural resources. In addition, the Company may be required to perform periodic maintenance dredging in order to continue to launch vessels from its launch ways in Portland, Oregon, on the Willamette River, and the river’s classification as a Superfund site could result in some limitations on future dredging and launch activities. Any of these matters could adversely affect the Company’s business and Consolidated Financial Statements, or the value of its Portland property.

The Company has also signed an Order on Consent with the DEQ to finalize the investigation of potential onsite sources of contamination that may have a release pathway to the Willamette River. Interim precautionary measures are also required in the order and the Company is currently discussing with the DEQ potential remedial actions which may be required. Our aggregate expenditure has not been material, however the Company could incur significant expenses for remediation. Some or all of any such outlay may be recoverable from other responsible parties.

From time to time, Greenbrier is involved as a defendant in litigation in the ordinary course of business, the outcome of which cannot be predicted with certainty. While the ultimate outcome of such legal proceedings cannot be determined at this time, management believes that the resolution of these actions will not have a material adverse effect on the Company’s Consolidated Financial Statements.

In accordance with customary business practices in Europe, the Company has $3.8 million in third party warranty guarantee facilities. To date no amounts have been drawn under these guarantee facilities.

As of November 30, 2015, the Mexican joint venture had $3.0 million of third party debt outstanding, for which the Company and its joint venture partner had each guaranteed approximately $1.5 million.

As of November 30, 2015, the Company had outstanding letters of credit aggregating $80.1 million associated with performance guarantees, facility leases and workers compensation insurance.

The Company made $0.6 million in cash contributions and $1.25 million in loans to GBW, an unconsolidated 50/50 joint venture with Watco, for the three months ended November 30, 2015. The Company expects to loan additional amounts of approximately $3.75 million during 2016. The Company is likely to make additional capital contributions or loans to GBW in the future. As of November 30, 2015, the Company had a $32.7 million note receivable balance from GBW which is included on the Consolidated Balance Sheet in Accounts receivable, net.

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Fair Value Measures

3 Months Ended

Nov. 30, 2015

Fair Value Measures

Note 13 – Fair Value Measures

Certain assets and liabilities are reported at fair value on either a recurring or nonrecurring basis. Fair value, for this disclosure, is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, under a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

Level 1 —	observable inputs such as unadjusted quoted prices in active markets for identical instruments;
Level 2 —	inputs, other than the quoted market prices in active markets for similar instruments, which are observable, either directly or indirectly; and
Level 3 —	unobservable inputs for which there is little or no market data available, which require the reporting entity to develop its own assumptions.

Assets and liabilities measured at fair value on a recurring basis as of November 30, 2015 were:

(In thousands)	Total		Level 1		Level 2 (1)		Level 3
Assets:
Derivative financial instruments	$	6,996	$	—	$	6,996	$	—
Nonqualified savings plan investments		13,481		13,481		—		—
Cash equivalents		5,074		5,074		—		—
	$	25,551	$	18,555	$	6,996	$	—
Liabilities:
Derivative financial instruments	$	9,835	$	—	$	9,835	$	—

(1) Level 2 assets and liabilities include derivative financial instruments that are valued based on observable inputs. See Note 10 Derivative Instruments for further discussion.

Assets and liabilities measured at fair value on a recurring basis as of August 31, 2015 were:

(In thousands)	Total		Level 1		Level 2		Level 3
Assets:
Derivative financial instruments	$	1,913	$	—	$	1,913	$	—
Nonqualified savings plan investments		11,815		11,815		—		—
Cash equivalents		5,071		5,071		—		—
	$	18,799	$	16,886	$	1,913	$	—
Liabilities:
Derivative financial instruments	$	3,206	$	—	$	3,206	$	—

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Guarantor/Non-Guarantor

3 Months Ended

Nov. 30, 2015

Guarantor/Non-Guarantor

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 Greenbrier Rail Services 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 Europe Holdings B.V.; Greenbrier International Holdings II, LLC; 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.; 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 do Brasil Participações Ltda; Greenbrier Tank Components, LLC; Gunderson-GIMSA S.A. de C.V.; Greenbrier; S.A. de C.V.; Greenbrier Industries, 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, 2015 and August 31, 2015, for the three months ended November 30, 2015 and 2014. 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, 2015

(In thousands, unaudited)

	Parent		Combined Guarantor Subsidiaries		Combined Non- Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Cash and cash equivalents	$	46,071	$	2,528	$	149,034	$	—		$	197,633
Restricted cash		—		2,914		6,904		—			9,818
Accounts receivable, net		7,366		420,870		40,725		(231,748	)		237,213
Inventories		—		256,401		199,708		(12,086	)		444,023
Leased railcars for syndication		—		242,050		—		(3,139	)		238,911
Equipment on operating leases, net		—		252,559		2,698		(2,616	)		252,641
Property, plant and equipment, net		8,520		102,437		196,239		—			307,196
Investment in unconsolidated affiliates		1,283,522		171,405		20,356		(1,388,625	)		86,658
Intangibles and other assets, net		20,626		51,211		15,944		(11,624	)		76,157
Goodwill		—		43,265		—		—			43,265
	$	1,366,105	$	1,545,640	$	631,608	$	(1,649,838	)	$	1,893,515
Liabilities and Equity
Revolving notes	$	162,000	$	—	$	1,888	$	—		$	163,888
Accounts payable and accrued liabilities		275,274		204,526		184,587		(279,717	)		384,670
Deferred income taxes		22,972		61,968		—		(21,457	)		63,483
Deferred revenue		—		37,577		—		4,774			42,351
Notes payable		133,914		189,661		1,093		—			324,668
Total equity—Greenbrier		771,945		1,051,908		301,839		(1,353,747	)		771,945
Noncontrolling interest		—		—		142,201		309			142,510
Total equity		771,945		1,051,908		444,040		(1,353,438	)		914,455
	$	1,366,105	$	1,545,640	$	631,608	$	(1,649,838	)	$	1,893,515

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Income

For the three months ended November 30, 2015

(In thousands, unaudited)

	Parent			Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenue
Manufacturing	$	5,143		$	371,845		$	511,992		$	(190,319	)	$	698,661
Wheels & Parts		—			79,081			—			(352	)		78,729
Leasing & Services		844			24,182			—			(27	)		24,999
		5,987			475,108			511,992			(190,698	)		802,389
Cost of revenue
Manufacturing		—			297,538			425,466			(189,971	)		533,033
Wheels & Parts		—			73,342			—			(340	)		73,002
Leasing & Services		—			11,613			—			(24	)		11,589
		—			382,493			425,466			(190,335	)		617,624
Margin		5,987			92,615			86,526			(363	)		184,765
Selling and administrative		16,415			9,086			10,923			125			36,549
Net gain on disposition of equipment		—			(156	)		1			(114	)		(269	)
Earnings (loss) from operations		(10,428	)		83,685			75,602			(374	)		148,485
Other costs
Interest and foreign exchange		3,234			1,373			829			—			5,436
Earnings (loss) before income taxes and earnings (loss) from unconsolidated affiliates		(13,662	)		82,312			74,773			(374	)		143,049
Income tax (expense) benefit		(4,743	)		(27,320	)		(12,583	)		(73	)		(44,719	)
Earnings (loss) before earnings (loss) from unconsolidated affiliates		(18,405	)		54,992			62,190			(447	)		98,330
Earnings (loss) from unconsolidated affiliates		87,838			1,974			(362	)		(89,067	)		383
Net earnings (loss)		69,433			56,966			61,828			(89,514	)		98,713
Net (earnings) loss attributable to noncontrolling interest		—			—			(29,542	)		262			(29,280	)
Net earnings (loss) attributable to Greenbrier	$	69,433		$	56,966		$	32,286		$	(89,252	)	$	69,433

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Comprehensive Income (Loss)

For the three months ended November 30, 2015

(In thousands, unaudited)

(In thousands)	Parent		Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net earnings (loss)	$	69,433	$	56,966		$	61,828		$	(89,514	)	$	98,713
Other comprehensive income (loss)
Translation adjustment		—		—			(3,967	)		—			(3,967	)
Reclassification of derivative financial instruments recognized in net earnings (loss)		—		276			216			—			492
Unrealized loss on derivative financial instruments		68		(366	)		(5,754	)		—			(6,052	)
		68		(90	)		(9,505	)		—			(9,527	)
Comprehensive income (loss)		69,501		56,876			52,323			(89,514	)		89,186
Comprehensive (income) loss attributable to noncontrolling interest		—		—			(29,469	)		262			(29,207	)
Comprehensive income (loss) attributable to Greenbrier	$	69,501	$	56,876		$	22,854		$	(89,252	)	$	59,979

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Cash Flows

For the three months ended November 30, 2015

(In thousands, unaudited)

(In thousands)	Parent			Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net earnings (loss)	$	69,433		$	56,966		$	61,828		$	(89,514	)	$	98,713
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:
Deferred income taxes		23,557			(10,358	)		(1,053	)		(9,127	)		3,019
Depreciation and amortization		656			7,151			5,191			(24	)		12,974
Net gain on disposition of equipment		—			(156	)		1			(114	)		(269	)
Stock based compensation expense		5,301			—			—			—			5,301
Noncontrolling interest adjustment		—			—			—			262			262
Other		—			103			534			—			637
Decrease (increase) in assets:
Accounts receivable, net		42,106			200,971			(30,333	)		(253,633	)		(40,889	)
Inventories		—			(64,776	)		56,125			8,377			(274	)
Leased railcars for syndication		—			(52,932	)		—			(8,127	)		(61,059	)
Other		(823	)		(3,086	)		(17,324	)		17,655			(3,578	)
Increase (decrease) in liabilities:
Accounts payable and accrued liabilities		(226,275	)		(78,626	)		(22,257	)		249,553			(77,605	)
Deferred revenue		—			(723	)		—			—			(723	)
Net cash provided by (used in) operating activities		(86,045	)		54,534			52,712			(84,692	)		(63,491	)
Cash flows from investing activities:
Proceeds from sales of assets		—			41,353			—			—			41,353
Capital expenditures		(774	)		(3,668	)		(11,153	)		—			(15,595	)
Decrease (increase) in restricted cash		—			(948	)		(1	)		—			(949	)
Cash distribution from unconsolidated affiliates		616			—			—			—			616
Investment in and net advances to unconsolidated affiliates		(85,213	)		(1,345	)		—			84,692			(1,866	)
Net cash provided by (used in) investing activities		(85,371	)		35,392			(11,154	)		84,692			23,559
Cash flows from financing activities:
Net changes in revolving notes with maturities of 90 days or less		113,000			—			—			—			113,000
Repayments of notes payable		—			(1,761	)		—			—			(1,761	)
Debt issuance costs		(4,493	)		—			—			—			(4,493	)
Cash distribution to joint venture partner		—			—			(17,654	)					(17,654	)
Intercompany advances		72,857			(85,925	)		13,068			—			—
Repurchase of stock		(20,203	)		—			—			—			(20,203	)
Dividends		(105	)		—			—			—			(105	)
Excess tax benefit from restricted stock awards		2,827			—			—			—			2,827
Other		—			—			(6	)		—			(6	)
Net cash provided by (used in) financing activities		163,883			(87,686	)		(4,592	)		—			71,605
Effect of exchange rate changes		69			169			(7,208	)		—			(6,970	)
Increase (decrease) in cash and cash equivalents		(7,464	)		2,409			29,758			—			24,703
Cash and cash equivalents
Beginning of period		53,535			119			119,276			—			172,930
End of period	$	46,071		$	2,528		$	149,034		$	—		$	197,633

The Greenbrier Companies, Inc.

Condensed Consolidating Balance Sheet

August 31, 2015

(In thousands)

	Parent		Combined Guarantor Subsidiaries		Combined Non- Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Cash and cash equivalents	$	53,535	$	119	$	119,276	$	—		$	172,930
Restricted cash		—		1,966		6,903		—			8,869
Accounts receivable, net		49,471		535,916		24,415		(413,773	)		196,029
Inventories		—		191,625		257,619		(3,709	)		445,535
Leased railcars for syndication		—		228,646		—		(16,112	)		212,534
Equipment on operating leases, net		—		255,130		2,901		(2,640	)		255,391
Property, plant and equipment, net		8,402		102,738		191,995		—			303,135
Investment in unconsolidated affiliates		1,209,698		169,659		21,369		(1,313,456	)		87,270
Intangibles and other assets, net		15,895		46,387		14,235		(10,963	)		65,554
Goodwill		—		43,265		—		—			43,265
	$	1,337,001	$	1,575,451	$	638,713	$	(1,760,653	)	$	1,790,512
Liabilities and Equity
Revolving notes	$	49,000	$	—	$	1,888	$	—		$	50,888
Accounts payable and accrued liabilities		421,249		282,662		208,538		(457,236	)		455,213
Deferred income taxes		—		72,326		—		(11,669	)		60,657
Deferred revenue		—		33,792		—		44			33,836
Notes payable		133,914		191,422		1,093		—			326,429
Total equity Greenbrier		732,838		995,249		296,852		(1,292,101	)		732,838
Noncontrolling interest		—		—		130,342		309			130,651
Total equity		732,838		995,249		427,194		(1,291,792	)		863,489
	$	1,337,001	$	1,575,451	$	638,713	$	(1,760,653	)	$	1,790,512

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

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Inventories (Tables)

3 Months Ended

Nov. 30, 2015

Components of Inventories

The following table summarizes the Company’s inventory balance:

(In thousands)	November 30, 2015			August 31, 2015
Manufacturing supplies and raw materials	$	275,343		$	311,880
Work-in-process		51,342			75,032
Finished goods		120,264			61,302
Excess and obsolete adjustment		(2,926	)		(2,679	)
	$	444,023		$	445,535

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Intangibles and Other Assets, net (Tables)

3 Months Ended

Nov. 30, 2015

Identifiable Intangible and Other Assets

The following table summarizes the Company’s identifiable intangible and other assets balance:

(In thousands)	November 30, 2015			August 31, 2015
Intangible assets subject to amortization:
Customer relationships	$	64,504		$	65,023
Accumulated amortization		(34,165	)		(33,828	)
Other intangibles		5,959			3,422
Accumulated amortization		(3,204	)		(3,121	)
		33,094			31,496
Intangible assets not subject to amortization		912			912
Prepaid and other assets		17,021			13,111
Nonqualified savings plan investments		13,481			11,815
Debt issuance costs, net		7,252			3,823
Assets held for sale		4,397			4,397
Total Intangible and other assets, net	$	76,157		$	65,554

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Accounts Payable and Accrued Liabilities (Tables)

3 Months Ended

Nov. 30, 2015

Accounts Payable and Accrued Liabilities

(In thousands)	November 30, 2015		August 31, 2015
Trade payables	$	201,955	$	263,665
Other accrued liabilities		70,440		64,584
Accrued payroll and related liabilities		57,576		70,836
Accrued maintenance		18,693		18,642
Income taxes payable		13,411		22,465
Accrued warranty		11,609		11,512
Other		10,986		3,509
	$	384,670	$	455,213

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Warranty Accruals (Tables)

3 Months Ended

Nov. 30, 2015

Warranty Accrual Activity

Warranty accrual activity:

	Three Months Ended November 30,
(In thousands)	2015			2014
Balance at beginning of period	$	11,512		$	9,340
Charged to cost of revenue, net		1,421			647
Payments		(1,229	)		(974	)
Currency translation effect		(95	)		(117	)
Balance at end of period	$	11,609		$	8,896

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Accumulated Other Comprehensive Loss (Tables)

3 Months Ended

Nov. 30, 2015

Components of Accumulated Other Comprehensive Loss, Net of Tax

Accumulated other comprehensive loss, net of tax effect as appropriate, consisted of the following:

(In thousands)	Unrealized Loss on Derivative Financial Instruments			Foreign Currency Translation Adjustment			Other			Accumulated Other Comprehensive Loss
Balance, August 31, 2015	$	(2,194	)	$	(18,666	)	$	(345	)	$	(21,205	)
Other comprehensive loss before reclassifications		(6,052	)		(3,894	)		—			(9,946	)
Amounts reclassified from accumulated other comprehensive loss		492			—			—			492
Balance, November 30, 2015	$	(7,754	)	$	(22,560	)	$	(345	)	$	(30,659	)

Amounts Reclassified out of Accumulated Other Comprehensive Loss

The amounts reclassified out of Accumulated other comprehensive loss into the Consolidated Statements of Income, with presentation location, were as follows:

(In thousands)	Three Months Ended November 30,
	2015			2014			Financial Statement Location
Loss on derivative financial instruments:
Foreign exchange contracts	$	267		$	8		Revenue
Interest rate swap contracts		445			456		Interest and foreign exchange
		712			464		Total before tax
		(220	)		(175	)	Tax expense
	$	492		$	289		Net of tax

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Earnings Per Share (Tables)

3 Months Ended

Nov. 30, 2015

Reconciliation of Shares Used in Computation of Basic and Diluted Earnings Per Common Share

The shares used in the computation of the Company’s basic and diluted earnings per common share are reconciled as follows:

(In thousands)	Three Months Ended November 30,
	2015		2014
Weighted average basic common shares outstanding (1)		29,391		27,665
Dilutive effect of 2018 Convertible notes (2)		3,177		6,044
Dilutive effect of 2026 Convertible notes (3)		—		4
Dilutive effect of performance based restricted stock units (4)		10		—
Weighted average diluted common shares outstanding		32,578		33,713

(1) Restricted stock grants and restricted stock units, including some grants subject to certain performance criteria, are included in weighted average basic common shares outstanding when the Company is in a net earnings position.

(2) The dilutive effect of the 2018 Convertible notes was included for the three months ended November 30, 2015 and 2014 as they were considered dilutive under the “if converted” method as further discussed below.

(3) The dilutive effect of the 2026 Convertible notes was excluded for the three months ended November 30, 2015 as the average stock price was less than $48.05 and therefore was considered anti-dilutive. The effect of the 2026 Convertible notes was included for the three months ended November 30, 2014 as the average stock price was greater than $48.05, as further described below.

(4) Restricted stock units that are subject to performance criteria, for which actual levels of performance above target have been achieved, are included in weighted average diluted common shares outstanding when the Company is in a net earnings position.

Approach to Calculate Diluted Earning per Share

	Three Months Ended November 30,
	2015		2014
Net earnings attributable to Greenbrier	$	69,433	$	32,786
Add back:
Interest and debt issuance costs on the 2018 Convertible notes, net of tax		496		1,416
Earnings before interest and debt issuance costs on convertible notes	$	69,929	$	34,202
Weighted average diluted common shares outstanding		32,578		33,713
Diluted earnings per share (1)	$	2.15	$	1.01

(1) Diluted earnings per share was calculated as follows:

Earnings before interest and debt issuance costs (net of tax) on convertible notes

Weighted average diluted common shares outstanding

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Derivative Instruments (Tables)

3 Months Ended

Nov. 30, 2015

Fair Values of Derivative Instruments

Fair Values of Derivative Instruments

	Asset Derivatives					Liability Derivatives
		November 30, 2015		August 31, 2015			November 30, 2015		August 31, 2015
(In thousands)	Balance sheet location	Fair Value		Fair Value		Balance sheet location	Fair Value		Fair Value
Derivatives designated as hedging instruments
Foreign forward exchange contracts	Accounts receivable, net	$	6,940	$	1,820	Accounts payable and accrued liabilities	$	7,213	$	737
Interest rate swap contracts	Intangibles and other assets, net		—		—	Accounts payable and accrued liabilities		2,514		2,393
		$	6,940	$	1,820		$	9,727	$	3,130
Derivatives not designated as hedging instruments
Foreign forward exchange contracts	Accounts receivable, net	$	56	$	93	Accounts payable and accrued liabilities	$	108	$	76

Effect of Derivative Instruments on Statements of Income

The Effect of Derivative Instruments on the Statements of Income

Derivatives in cash flow hedging relationships	Location of gain (loss) recognized in income on derivatives		Gain (loss) recognized in income on derivatives three months ended November 30,
			2015			2014
Foreign forward exchange contract		Interest and foreign exchange	$	(186	)	$	54
Interest rate swap contracts		Interest and foreign exchange		86			56
			$	(100	)	$	110

Derivatives in cash flow hedging relationships	Gain (loss) recognized in OCI on derivatives (effective portion) three months ended November 30,						Location of loss reclassified from accumulated OCI into income	Loss reclassified from accumulated OCI into income (effective portion) three months ended November 30,						Location of gain in income on derivative (ineffective portion and amount excluded from effectiveness testing)	Gain recognized on derivative (ineffective portion and amount excluded from effectiveness testing) three months ended November 30,
	2015			2014				2015			2014				2015		2014
Foreign forward exchange contracts	$	(7,043	)	$	600		Revenue	$	(267	)	$	(8	)	Revenue	$	4,592	$	494
Interest rate swap contracts		(592	)		(1,335	)	Interest and foreign exchange		(445	)		(456	)	Interest and foreign exchange		—		—
	$	(7,635	)	$	(735	)		$	(712	)	$	(464	)		$	4,592	$	494

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Segment Information (Tables)

3 Months Ended

Nov. 30, 2015

Segments' Internal Financial Reports

The information in the following table is derived directly from the segments’ internal financial reports used for corporate management purposes. The results of operations for the GBW Joint Venture are not reflected in the tables below as the investment is accounted for under the equity method of accounting.

For the three months ended November 30, 2015:

	Revenue								Earnings (loss) from operations
(In thousands)	External		Intersegment			Total			External			Intersegment			Total
Manufacturing	$	698,661	$	—		$	698,661		$	153,704		$	—		$	153,704
Wheels & Parts		78,729		6,816			85,545			3,403			684			4,087
Leasing & Services		24,999		6,709			31,708			9,958			6,709			16,667
Eliminations		—		(13,525	)		(13,525	)		—			(7,393	)		(7,393	)
Corporate		—		—			—			(18,580	)		—			(18,580	)
	$	802,389	$	—		$	802,389		$	148,485		$	—		$	148,485

For the three months ended November 30, 2014:

	Revenue								Earnings (loss) from operations
(In thousands)	External		Intersegment			Total			External			Intersegment			Total
Manufacturing	$	379,949	$	7,420		$	387,369		$	52,051		$	786		$	52,837
Wheels & Parts		86,624		6,911			93,535			7,932			784			8,716
Leasing & Services		28,485		13,184			41,669			11,042			13,184			24,226
Eliminations		—		(27,515	)		(27,515	)		—			(14,754	)		(14,754	)
Corporate		—		—			—			(16,603	)		—			(16,603	)
	$	495,058	$	—		$	495,058		$	54,422		$	—		$	54,422

	Total assets
	November 30,		August 31,
(In thousands)	2015		2015
Manufacturing	$	656,505	$	675,409
Wheels & Parts		302,164		291,798
Leasing & Services		631,699		549,073
Unallocated		303,147		274,232
	$	1,893,515	$	1,790,512

Reconciliation of Earnings from Operations to Earnings Before Income Tax and Earnings from Unconsolidated Affiliates

Reconciliation of Earnings from operations to Earnings before income tax and earnings from unconsolidated affiliates:

	Three Months Ended November 30,
(In thousands)	2015		2014
Earnings from operations	$	148,485	$	54,422
Interest and foreign exchange		5,436		3,141
Earnings before income tax and earnings from unconsolidated affiliates	$	143,049	$	51,281

GBW Railcar Services Holdings, LLC

Segments' Internal Financial Reports

The GBW Joint Venture is the Company’s fourth reportable segment and information as of November 30, 2015 and August 31, 2015 and for the three months ended November 30, 2015 and 2014 are included in the tables below.

	Three Months Ended November 30,
(In thousands)	2015		2014
Revenue	$	95,982	$	82,542
Earnings from operations	$	2,408	$	258
	Total Assets
	November 30, 2015		August 31, 2015
GBW (1)	$	245,741	$	239,871

⁽¹⁾  Includes goodwill and intangible assets of $96.0 million and $96.9 million as of November 30, 2015 and August 31, 2015.

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Fair Value Measures (Tables)

3 Months Ended

Nov. 30, 2015

Assets and Liabilities Measured at Fair Value on Recurring Basis

Assets and liabilities measured at fair value on a recurring basis as of November 30, 2015 were:

(In thousands)	Total		Level 1		Level 2 (1)		Level 3
Assets:
Derivative financial instruments	$	6,996	$	—	$	6,996	$	—
Nonqualified savings plan investments		13,481		13,481		—		—
Cash equivalents		5,074		5,074		—		—
	$	25,551	$	18,555	$	6,996	$	—
Liabilities:
Derivative financial instruments	$	9,835	$	—	$	9,835	$	—

(1) Level 2 assets and liabilities include derivative financial instruments that are valued based on observable inputs. See Note 10 Derivative Instruments for further discussion.

Assets and liabilities measured at fair value on a recurring basis as of August 31, 2015 were:

(In thousands)	Total		Level 1		Level 2		Level 3
Assets:
Derivative financial instruments	$	1,913	$	—	$	1,913	$	—
Nonqualified savings plan investments		11,815		11,815		—		—
Cash equivalents		5,071		5,071		—		—
	$	18,799	$	16,886	$	1,913	$	—
Liabilities:
Derivative financial instruments	$	3,206	$	—	$	3,206	$	—

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Guarantor/Non-Guarantor (Tables)

3 Months Ended

Nov. 30, 2015

Condensed Consolidating Balance Sheet

The Greenbrier Companies, Inc.

Condensed Consolidating Balance Sheet

November 30, 2015

(In thousands, unaudited)

	Parent		Combined Guarantor Subsidiaries		Combined Non- Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Cash and cash equivalents	$	46,071	$	2,528	$	149,034	$	—		$	197,633
Restricted cash		—		2,914		6,904		—			9,818
Accounts receivable, net		7,366		420,870		40,725		(231,748	)		237,213
Inventories		—		256,401		199,708		(12,086	)		444,023
Leased railcars for syndication		—		242,050		—		(3,139	)		238,911
Equipment on operating leases, net		—		252,559		2,698		(2,616	)		252,641
Property, plant and equipment, net		8,520		102,437		196,239		—			307,196
Investment in unconsolidated affiliates		1,283,522		171,405		20,356		(1,388,625	)		86,658
Intangibles and other assets, net		20,626		51,211		15,944		(11,624	)		76,157
Goodwill		—		43,265		—		—			43,265
	$	1,366,105	$	1,545,640	$	631,608	$	(1,649,838	)	$	1,893,515
Liabilities and Equity
Revolving notes	$	162,000	$	—	$	1,888	$	—		$	163,888
Accounts payable and accrued liabilities		275,274		204,526		184,587		(279,717	)		384,670
Deferred income taxes		22,972		61,968		—		(21,457	)		63,483
Deferred revenue		—		37,577		—		4,774			42,351
Notes payable		133,914		189,661		1,093		—			324,668
Total equity—Greenbrier		771,945		1,051,908		301,839		(1,353,747	)		771,945
Noncontrolling interest		—		—		142,201		309			142,510
Total equity		771,945		1,051,908		444,040		(1,353,438	)		914,455
	$	1,366,105	$	1,545,640	$	631,608	$	(1,649,838	)	$	1,893,515

The Greenbrier Companies, Inc.

Condensed Consolidating Balance Sheet

August 31, 2015

(In thousands)

	Parent		Combined Guarantor Subsidiaries		Combined Non- Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Cash and cash equivalents	$	53,535	$	119	$	119,276	$	—		$	172,930
Restricted cash		—		1,966		6,903		—			8,869
Accounts receivable, net		49,471		535,916		24,415		(413,773	)		196,029
Inventories		—		191,625		257,619		(3,709	)		445,535
Leased railcars for syndication		—		228,646		—		(16,112	)		212,534
Equipment on operating leases, net		—		255,130		2,901		(2,640	)		255,391
Property, plant and equipment, net		8,402		102,738		191,995		—			303,135
Investment in unconsolidated affiliates		1,209,698		169,659		21,369		(1,313,456	)		87,270
Intangibles and other assets, net		15,895		46,387		14,235		(10,963	)		65,554
Goodwill		—		43,265		—		—			43,265
	$	1,337,001	$	1,575,451	$	638,713	$	(1,760,653	)	$	1,790,512
Liabilities and Equity
Revolving notes	$	49,000	$	—	$	1,888	$	—		$	50,888
Accounts payable and accrued liabilities		421,249		282,662		208,538		(457,236	)		455,213
Deferred income taxes		—		72,326		—		(11,669	)		60,657
Deferred revenue		—		33,792		—		44			33,836
Notes payable		133,914		191,422		1,093		—			326,429
Total equity Greenbrier		732,838		995,249		296,852		(1,292,101	)		732,838
Noncontrolling interest		—		—		130,342		309			130,651
Total equity		732,838		995,249		427,194		(1,291,792	)		863,489
	$	1,337,001	$	1,575,451	$	638,713	$	(1,760,653	)	$	1,790,512

Condensed Consolidating Statement of Income

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Income

For the three months ended November 30, 2015

(In thousands, unaudited)

	Parent			Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenue
Manufacturing	$	5,143		$	371,845		$	511,992		$	(190,319	)	$	698,661
Wheels & Parts		—			79,081			—			(352	)		78,729
Leasing & Services		844			24,182			—			(27	)		24,999
		5,987			475,108			511,992			(190,698	)		802,389
Cost of revenue
Manufacturing		—			297,538			425,466			(189,971	)		533,033
Wheels & Parts		—			73,342			—			(340	)		73,002
Leasing & Services		—			11,613			—			(24	)		11,589
		—			382,493			425,466			(190,335	)		617,624
Margin		5,987			92,615			86,526			(363	)		184,765
Selling and administrative		16,415			9,086			10,923			125			36,549
Net gain on disposition of equipment		—			(156	)		1			(114	)		(269	)
Earnings (loss) from operations		(10,428	)		83,685			75,602			(374	)		148,485
Other costs
Interest and foreign exchange		3,234			1,373			829			—			5,436
Earnings (loss) before income taxes and earnings (loss) from unconsolidated affiliates		(13,662	)		82,312			74,773			(374	)		143,049
Income tax (expense) benefit		(4,743	)		(27,320	)		(12,583	)		(73	)		(44,719	)
Earnings (loss) before earnings (loss) from unconsolidated affiliates		(18,405	)		54,992			62,190			(447	)		98,330
Earnings (loss) from unconsolidated affiliates		87,838			1,974			(362	)		(89,067	)		383
Net earnings (loss)		69,433			56,966			61,828			(89,514	)		98,713
Net (earnings) loss attributable to noncontrolling interest		—			—			(29,542	)		262			(29,280	)
Net earnings (loss) attributable to Greenbrier	$	69,433		$	56,966		$	32,286		$	(89,252	)	$	69,433

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

Condensed Consolidating Statement of Comprehensive Income (Loss)

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Comprehensive Income (Loss)

For the three months ended November 30, 2015

(In thousands, unaudited)

(In thousands)	Parent		Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net earnings (loss)	$	69,433	$	56,966		$	61,828		$	(89,514	)	$	98,713
Other comprehensive income (loss)
Translation adjustment		—		—			(3,967	)		—			(3,967	)
Reclassification of derivative financial instruments recognized in net earnings (loss)		—		276			216			—			492
Unrealized loss on derivative financial instruments		68		(366	)		(5,754	)		—			(6,052	)
		68		(90	)		(9,505	)		—			(9,527	)
Comprehensive income (loss)		69,501		56,876			52,323			(89,514	)		89,186
Comprehensive (income) loss attributable to noncontrolling interest		—		—			(29,469	)		262			(29,207	)
Comprehensive income (loss) attributable to Greenbrier	$	69,501	$	56,876		$	22,854		$	(89,252	)	$	59,979

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

Condensed Consolidating Statement of Cash Flows

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Cash Flows

For the three months ended November 30, 2015

(In thousands, unaudited)

(In thousands)	Parent			Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net earnings (loss)	$	69,433		$	56,966		$	61,828		$	(89,514	)	$	98,713
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:
Deferred income taxes		23,557			(10,358	)		(1,053	)		(9,127	)		3,019
Depreciation and amortization		656			7,151			5,191			(24	)		12,974
Net gain on disposition of equipment		—			(156	)		1			(114	)		(269	)
Stock based compensation expense		5,301			—			—			—			5,301
Noncontrolling interest adjustment		—			—			—			262			262
Other		—			103			534			—			637
Decrease (increase) in assets:
Accounts receivable, net		42,106			200,971			(30,333	)		(253,633	)		(40,889	)
Inventories		—			(64,776	)		56,125			8,377			(274	)
Leased railcars for syndication		—			(52,932	)		—			(8,127	)		(61,059	)
Other		(823	)		(3,086	)		(17,324	)		17,655			(3,578	)
Increase (decrease) in liabilities:
Accounts payable and accrued liabilities		(226,275	)		(78,626	)		(22,257	)		249,553			(77,605	)
Deferred revenue		—			(723	)		—			—			(723	)
Net cash provided by (used in) operating activities		(86,045	)		54,534			52,712			(84,692	)		(63,491	)
Cash flows from investing activities:
Proceeds from sales of assets		—			41,353			—			—			41,353
Capital expenditures		(774	)		(3,668	)		(11,153	)		—			(15,595	)
Decrease (increase) in restricted cash		—			(948	)		(1	)		—			(949	)
Cash distribution from unconsolidated affiliates		616			—			—			—			616
Investment in and net advances to unconsolidated affiliates		(85,213	)		(1,345	)		—			84,692			(1,866	)
Net cash provided by (used in) investing activities		(85,371	)		35,392			(11,154	)		84,692			23,559
Cash flows from financing activities:
Net changes in revolving notes with maturities of 90 days or less		113,000			—			—			—			113,000
Repayments of notes payable		—			(1,761	)		—			—			(1,761	)
Debt issuance costs		(4,493	)		—			—			—			(4,493	)
Cash distribution to joint venture partner		—			—			(17,654	)					(17,654	)
Intercompany advances		72,857			(85,925	)		13,068			—			—
Repurchase of stock		(20,203	)		—			—			—			(20,203	)
Dividends		(105	)		—			—			—			(105	)
Excess tax benefit from restricted stock awards		2,827			—			—			—			2,827
Other		—			—			(6	)		—			(6	)
Net cash provided by (used in) financing activities		163,883			(87,686	)		(4,592	)		—			71,605
Effect of exchange rate changes		69			169			(7,208	)		—			(6,970	)
Increase (decrease) in cash and cash equivalents		(7,464	)		2,409			29,758			—			24,703
Cash and cash equivalents
Beginning of period		53,535			119			119,276			—			172,930
End of period	$	46,071		$	2,528		$	149,034		$	—		$	197,633

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

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Interim Financial Statements - Additional Information (Detail) - USD ($)	3 Months Ended		27 Months Ended
	Nov. 30, 2015	Nov. 30, 2014	Nov. 30, 2015	Oct. 31, 2013
Equity, Class of Treasury Stock [Line Items]
Stock repurchase program total cost of repurchased shares	$ 19,078,000	$ 23,107,000
Share Repurchase Program - 2014
Equity, Class of Treasury Stock [Line Items]
Stock repurchase program total cost of repurchased shares	$ 19,100,000	$ 23,100,000	$ 123,700,000
Repurchase of common stock, shares	521,626	378,695	2,673,165
Remaining authorized repurchase amount	$ 101,300,000		$ 101,300,000
Repurchase program expiration date	Jan. 01, 2018
Maximum | Share Repurchase Program - 2013
Equity, Class of Treasury Stock [Line Items]
Amount authorized for repurchase				$ 225,000,000

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Components of Inventories (Detail) - USD ($) $ in Thousands	Nov. 30, 2015	Aug. 31, 2015
Inventory [Line Items]
Manufacturing supplies and raw materials	$ 275,343	$ 311,880
Work-in-process	51,342	75,032
Finished goods	120,264	61,302
Excess and obsolete adjustment	(2,926)	(2,679)
Inventories	$ 444,023	$ 445,535

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Identifiable Intangible and Other Assets (Detail) - USD ($) $ in Thousands	Nov. 30, 2015	Aug. 31, 2015
Intangibles and Other Assets by Major Class [Line Items]
Finite-Lived Intangible Assets, Net, Total	$ 33,094	$ 31,496
Intangible assets not subject to amortization	912	912
Prepaid and other assets	17,021	13,111
Nonqualified savings plan investments	13,481	11,815
Debt issuance costs, net	7,252	3,823
Assets held for sale	4,397	4,397
Total Intangible and other assets, net	76,157	65,554
Customer Relationships
Intangibles and Other Assets by Major Class [Line Items]
Finite lived intangible assets gross	64,504	65,023
Accumulated amortization	(34,165)	(33,828)
Other Intangible Assets
Intangibles and Other Assets by Major Class [Line Items]
Finite lived intangible assets gross	5,959	3,422
Accumulated amortization	$ (3,204)	$ (3,121)

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Intangibles and Other Assets, Net - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended
	Nov. 30, 2015	Nov. 30, 2014
Schedule of Intangible Assets Disclosure [Line Items]
Amortization expense	$ 1.2	$ 0.9
Future amortization expense, 2016	4.6
Future amortization expense, 2017	3.5
Future amortization expense, 2018	3.4
Future amortization expense, 2019	3.4
Future amortization expense, 2020	$ 3.4

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Revolving Notes - Additional Information (Detail)	3 Months Ended
	Nov. 30, 2015 USD ($) CreditFacility Facility	Aug. 31, 2015 USD ($)
Line of Credit Facility [Line Items]
Revolving notes	$ 163,888,000	$ 50,888,000
Senior Secured Credit Facilities, Consisting of 3 Components
Line of Credit Facility [Line Items]
Number of senior secured credit facilities | CreditFacility	3
Line of credit facility maximum capacity	$ 625,100,000
Letter of credit facility outstanding amount	80,100,000	47,200,000
Revolving Line of Credit, 1st Component of Senior Secured Credit Facilities
Line of Credit Facility [Line Items]
Line of credit facility maximum capacity	$ 550,000,000
Line of credit maturity date	2020-10
Revolving notes	$ 162,000,000	49,000,000
Revolving Line of Credit, 1st Component of Senior Secured Credit Facilities | LIBOR
Line of Credit Facility [Line Items]
Debt instrument, percentage points added to the reference rate	1.75%
Revolving Line of Credit, 1st Component of Senior Secured Credit Facilities | Prime Rate
Line of Credit Facility [Line Items]
Debt instrument, percentage points added to the reference rate	0.75%
European Line of Credit, 2nd Component of Senior Secured Credit Facilities
Line of Credit Facility [Line Items]
Line of credit facility maximum capacity	$ 15,100,000
European Line of Credit, 2nd Component of Senior Secured Credit Facilities | Minimum
Line of Credit Facility [Line Items]
Line of credit maturity date	2016-02
European Line of Credit, 2nd Component of Senior Secured Credit Facilities | Maximum
Line of Credit Facility [Line Items]
Line of credit maturity date	2017-06
European Line of Credit, 2nd Component of Senior Secured Credit Facilities | WIBOR | Minimum
Line of Credit Facility [Line Items]
Debt instrument, percentage points added to the reference rate	1.20%
European Line of Credit, 2nd Component of Senior Secured Credit Facilities | WIBOR | Maximum
Line of Credit Facility [Line Items]
Debt instrument, percentage points added to the reference rate	1.30%
Mexican Joint Venture Line of Credit, 3rd Component of Senior Secured Credit Facilities
Line of Credit Facility [Line Items]
Line of credit facility maximum capacity	$ 60,000,000
Number of lines of credits | Facility	3
Revolving notes	$ 1,900,000	$ 1,900,000
Mexican Joint Venture Line of Credit 1, 3rd Component of Senior Secured Credit Facilities
Line of Credit Facility [Line Items]
Line of credit facility maximum capacity	$ 10,000,000
Line of credit facility borrowings outstanding due period	2016-06
Mexican Joint Venture Line of Credit 1, 3rd Component of Senior Secured Credit Facilities | LIBOR
Line of Credit Facility [Line Items]
Debt instrument, percentage points added to the reference rate	2.50%
Mexican Joint Venture Line of Credit 2, 3rd Component of Senior Secured Credit Facilities
Line of Credit Facility [Line Items]
Line of credit facility maximum capacity	$ 30,000,000
Line of credit facility borrowings outstanding due period	2019-01
Mexican Joint Venture Line of Credit 2, 3rd Component of Senior Secured Credit Facilities | LIBOR
Line of Credit Facility [Line Items]
Debt instrument, percentage points added to the reference rate	2.00%
Mexican Joint Venture Line of Credit 3, 3rd Component of Senior Secured Credit Facilities
Line of Credit Facility [Line Items]
Line of credit facility maximum capacity	$ 20,000,000
Line of credit facility borrowings outstanding due period	2017-08
Joint venture partner each guaranteed percentage	50.00%
Mexican Joint Venture Line of Credit 3, 3rd Component of Senior Secured Credit Facilities | LIBOR
Line of Credit Facility [Line Items]
Debt instrument, percentage points added to the reference rate	2.00%

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Accounts Payable and Accrued Liabilities (Detail) - USD ($) $ in Thousands	Nov. 30, 2015	Aug. 31, 2015	Nov. 30, 2014	Aug. 31, 2014
Accounts Payable and Accrued Liabilities [Line Items]
Trade payables	$ 201,955	$ 263,665
Other accrued liabilities	70,440	64,584
Accrued payroll and related liabilities	57,576	70,836
Accrued maintenance	18,693	18,642
Income taxes payable	13,411	22,465
Accrued warranty	11,609	11,512	$ 8,896	$ 9,340
Other	10,986	3,509
Accounts payable and accrued liabilities	$ 384,670	$ 455,213

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Warranty Accruals Activity (Detail) - USD ($) $ in Thousands	3 Months Ended
	Nov. 30, 2015	Nov. 30, 2014
Product Liability Contingency [Line Items]
Balance at beginning of period	$ 11,512	$ 9,340
Charged to cost of revenue, net	1,421	647
Payments	(1,229)	(974)
Currency translation effect	(95)	(117)
Balance at end of period	$ 11,609	$ 8,896

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Components of Accumulated Other Comprehensive Loss, Net of Tax (Detail) $ in Thousands	3 Months Ended
	Nov. 30, 2015 USD ($)
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance	$ (21,205)
Other comprehensive loss before reclassifications	(9,946)
Amounts reclassified from accumulated other comprehensive loss	492
Ending balance	(30,659)
Unrealized Loss on Derivative Financial Instruments
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance	(2,194)
Other comprehensive loss before reclassifications	(6,052)
Amounts reclassified from accumulated other comprehensive loss	492
Ending balance	(7,754)
Foreign Currency Translation Adjustment
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance	(18,666)
Other comprehensive loss before reclassifications	(3,894)
Ending balance	(22,560)
Other
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance	(345)
Ending balance	$ (345)

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Amounts Reclassified out of Accumulated Other Comprehensive Loss (Detail) - USD ($) $ in Thousands	3 Months Ended
	Nov. 30, 2015	Nov. 30, 2014
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Revenue	$ 802,389	$ 495,058
Interest and foreign exchange	5,436	3,141
Earnings before income tax and earnings from unconsolidated affiliates	143,049	51,281
Tax expense	(44,719)	(16,054)
Unrealized Loss on Derivative Financial Instruments | Reclassification out of Accumulated Other Comprehensive loss
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Earnings before income tax and earnings from unconsolidated affiliates	712	464
Tax expense	(220)	(175)
Net of tax	492	289
Unrealized Loss on Derivative Financial Instruments | Reclassification out of Accumulated Other Comprehensive loss | Foreign Exchange Contracts
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Revenue	267	8
Unrealized Loss on Derivative Financial Instruments | Reclassification out of Accumulated Other Comprehensive loss | Interest rate swap contracts
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Interest and foreign exchange	$ 445	$ 456

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Reconciliation of Basic and Diluted Earnings Per Common Share (Detail) - shares shares in Thousands		3 Months Ended
		Nov. 30, 2015	Nov. 30, 2014
Earnings Per Share Disclosure [Line Items]
Weighted average basic common shares outstanding	[1]	29,391	27,665
Dilutive effect of performance based restricted stock units	[2]	10
Weighted average diluted common shares outstanding		32,578	33,713
2018 Senior Notes
Earnings Per Share Disclosure [Line Items]
Dilutive effect of convertible notes	[3]	3,177	6,044
2026 Senior Notes
Earnings Per Share Disclosure [Line Items]
Dilutive effect of convertible notes	[4]		4

[1] Restricted stock grants and restricted stock units, including some grants subject to certain performance criteria, are included in weighted average basic common shares outstanding when the Company is in a net earnings position.

[2] Restricted stock units that are subject to performance criteria, for which actual levels of performance above target have been achieved, are included in weighted average diluted common shares outstanding when the Company is in a net earnings position.

[3] The dilutive effect of the 2018 Convertible notes was included for the three months ended November 30, 2015 and 2014 as they were considered dilutive under the "if converted" method as further discussed below.

[4] The dilutive effect of the 2026 Convertible notes was excluded for the three months ended November 30, 2015 as the average stock price was less than $48.05 and therefore was considered anti-dilutive. The effect of the 2026 Convertible notes was included for the three months ended November 30, 2014 as the average stock price was greater than $48.05, as further described below.

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Reconciliation of Basic and Diluted Earnings Per Common Share (Parenthetical) (Detail) - $ / shares	Nov. 30, 2015	Nov. 30, 2014
2026 Senior Notes
Earnings Per Share Disclosure [Line Items]
Convertible notes conversion rate, per share	$ 48.05	$ 48.05

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Earnings Per Share - Additional Information (Detail) - $ / shares	Nov. 30, 2015	Nov. 30, 2014
2026 Senior Notes
Computation of Earnings Per Share [Line Items]
Convertible notes conversion rate, per share	$ 48.05	$ 48.05

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Approach to Calculate Diluted Earning Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands		3 Months Ended
		Nov. 30, 2015	Nov. 30, 2014
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Net earnings attributable to Greenbrier		$ 69,433	$ 32,786
Earnings before interest and debt issuance costs on convertible notes		$ 69,929	$ 34,202
Weighted average diluted common shares outstanding		32,578	33,713
Diluted earnings per share	[1]	$ 2.15	$ 1.01
2018 Senior Notes
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Interest and debt issuance costs on the 2018 Convertible notes, net of tax		$ 496	$ 1,416

[1] Diluted earnings per share was calculated as follows: Earnings before interest and debt issuance costs (net of tax) on convertible notes Weighted average diluted common shares outstanding

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Stock Based Compensation - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended
	Nov. 30, 2015	Nov. 30, 2014
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock compensation expense	$ 5.3	$ 3.4
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock compensation expense	$ 5.3	$ 3.4

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Derivative Instruments - Additional Information (Detail)	3 Months Ended
	Nov. 30, 2015 USD ($)
Foreign Exchange Contracts
Derivative [Line Items]
Aggregate derivative notional amount	$ 458,800,000
Interest rate swap contracts
Derivative [Line Items]
Aggregate derivative notional amount	$ 94,800,000
Maturity date	2020-03
Unrealized Pre-tax gain (loss) that would be reclassified to interest expense in the next 12 months	$ 1,700,000

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Fair Values of Derivative Instruments (Detail) - USD ($) $ in Thousands	Nov. 30, 2015	Aug. 31, 2015
Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Asset Derivatives	$ 6,940	$ 1,820
Designated as Hedging Instrument | Accounts Payable and Accrued Liabilities
Derivatives, Fair Value [Line Items]
Liability Derivatives	9,727	3,130
Designated as Hedging Instrument | Foreign Exchange Contracts | Accounts Receivable, Net
Derivatives, Fair Value [Line Items]
Asset Derivatives	6,940	1,820
Designated as Hedging Instrument | Foreign Exchange Contracts | Accounts Payable and Accrued Liabilities
Derivatives, Fair Value [Line Items]
Liability Derivatives	7,213	737
Designated as Hedging Instrument | Interest rate swap contracts | Accounts Payable and Accrued Liabilities
Derivatives, Fair Value [Line Items]
Liability Derivatives	2,514	2,393
Not Designated as Hedging Instrument | Foreign Exchange Contracts | Accounts Receivable, Net
Derivatives, Fair Value [Line Items]
Asset Derivatives	56	93
Not Designated as Hedging Instrument | Foreign Exchange Contracts | Accounts Payable and Accrued Liabilities
Derivatives, Fair Value [Line Items]
Liability Derivatives	$ 108	$ 76

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Effect of Derivative Instruments on Statements of Income (Detail) - Cash Flow Hedging - USD ($) $ in Thousands	3 Months Ended
	Nov. 30, 2015	Nov. 30, 2014
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) recognized in income on derivatives	$ (100)	$ 110
Gain (loss) recognized in OCI on derivatives (effective portion)	(7,635)	(735)
Loss Reclassified from Accumulated OCI into Income (Effective Portion)	(712)	(464)
Gain (loss) Recognized on Derivative (Ineffective portion and Amount Excluded from Effectiveness Testing)	4,592	494
Foreign Exchange Forward
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) recognized in OCI on derivatives (effective portion)	(7,043)	600
Foreign Exchange Forward | Interest and Foreign Exchange
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) recognized in income on derivatives	(186)	54
Foreign Exchange Forward | Sales
Derivative Instruments, Gain (Loss) [Line Items]
Loss Reclassified from Accumulated OCI into Income (Effective Portion)	(267)	(8)
Gain (loss) Recognized on Derivative (Ineffective portion and Amount Excluded from Effectiveness Testing)	4,592	494
Interest rate swap contracts
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) recognized in OCI on derivatives (effective portion)	(592)	(1,335)
Interest rate swap contracts | Interest and Foreign Exchange
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) recognized in income on derivatives	86	56
Loss Reclassified from Accumulated OCI into Income (Effective Portion)	$ (445)	$ (456)

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Segment Information - Additional Information (Detail)	3 Months Ended
	Nov. 30, 2015 Segment
Segment Reporting Information [Line Items]
Number of reportable segments	4

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Segments Internal Financial Reports (Detail) - USD ($) $ in Thousands	3 Months Ended
	Nov. 30, 2015	Nov. 30, 2014	Aug. 31, 2015
Segment Reporting Information [Line Items]
Revenues	$ 802,389	$ 495,058
Earnings (loss) from operations	148,485	54,422
Assets	1,893,515		$ 1,790,512
Manufacturing
Segment Reporting Information [Line Items]
Revenues	698,661	379,949
Earnings (loss) from operations	153,704	52,051
Wheels & Parts
Segment Reporting Information [Line Items]
Revenues	78,729	86,624
Earnings (loss) from operations	3,403	7,932
Leasing & Services
Segment Reporting Information [Line Items]
Revenues	24,999	28,485
Earnings (loss) from operations	9,958	11,042
Corporate, Non-Segment
Segment Reporting Information [Line Items]
Earnings (loss) from operations	(18,580)	(16,603)
Operating Segments | Manufacturing
Segment Reporting Information [Line Items]
Revenues	698,661	387,369
Earnings (loss) from operations	153,704	52,837
Assets	656,505		675,409
Operating Segments | Wheels & Parts
Segment Reporting Information [Line Items]
Revenues	85,545	93,535
Earnings (loss) from operations	4,087	8,716
Assets	302,164		291,798
Operating Segments | Leasing & Services
Segment Reporting Information [Line Items]
Revenues	31,708	41,669
Earnings (loss) from operations	16,667	24,226
Assets	631,699		549,073
Operating Segments | Unallocated Amount to Segment
Segment Reporting Information [Line Items]
Assets	303,147		$ 274,232
Intersegment Eliminations
Segment Reporting Information [Line Items]
Revenues	(13,525)	(27,515)
Earnings (loss) from operations	(7,393)	(14,754)
Intersegment Eliminations | Manufacturing
Segment Reporting Information [Line Items]
Revenues		7,420
Earnings (loss) from operations		786
Intersegment Eliminations | Wheels & Parts
Segment Reporting Information [Line Items]
Revenues	6,816	6,911
Earnings (loss) from operations	684	784
Intersegment Eliminations | Leasing & Services
Segment Reporting Information [Line Items]
Revenues	6,709	13,184
Earnings (loss) from operations	$ 6,709	$ 13,184

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Reconciliation of Segment Margin to Earnings Before Income Tax and Earnings from Unconsolidated Affiliates (Detail) - USD ($) $ in Thousands	3 Months Ended
	Nov. 30, 2015	Nov. 30, 2014
Segment Reporting, Other Significant Reconciling Item [Line Items]
Earnings from operations	$ 148,485	$ 54,422
Interest and foreign exchange	5,436	3,141
Earnings before income tax and earnings from unconsolidated affiliates	$ 143,049	$ 51,281

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Results of Operations for GBW Joint Venture (Detail) - USD ($) $ in Thousands		3 Months Ended
		Nov. 30, 2015	Nov. 30, 2014	Aug. 31, 2015
Segment Reporting Information [Line Items]
Revenue		$ 802,389	$ 495,058
Earnings from operations		148,485	54,422
Assets		1,893,515		$ 1,790,512
GBW Railcar Services Holdings, LLC
Segment Reporting Information [Line Items]
Revenue		95,982	82,542
Earnings from operations		2,408	258
Assets	[1]	$ 245,741	$ 239,871

[1] Includes goodwill and intangible assets of $96.0 million and $96.9 million as of November 30, 2015 and August 31, 2015.

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Results of Operations for GBW Joint Venture (Parenthetical) (Detail) - USD ($) $ in Millions	Nov. 30, 2015	Aug. 31, 2015
GBW Railcar Services Holdings, LLC
Segment Reporting Information [Line Items]
Goodwill and intangible assets	$ 96.0	$ 96.9

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Commitments and Contingencies - Additional Information (Detail) - USD ($)	1 Months Ended	3 Months Ended	168 Months Ended
	Aug. 31, 2015	Nov. 30, 2015	Dec. 31, 2014
Commitments and Contingencies Disclosure [Line Items]
Remedial investigation and feasibility study			$ 110,000,000
Remedial investigation and feasibility study, expiration year		2017
Bank and third party warranty and performance guarantee facilities		$ 3,800,000
Equity method investment, percentage of ownership interest		50.00%
Payment to acquire equity method investments		$ 600,000
Expected loan to unconsolidated joint venture		3,750,000
Note receivable		32,700,000
Loan to unconsolidated joint venture		1,250,000
Mexican Joint Venture Credit Facility
Commitments and Contingencies Disclosure [Line Items]
Debt outstanding		3,000,000
Guarantee obligations		1,500,000
Performance Guarantee
Commitments and Contingencies Disclosure [Line Items]
Outstanding letters of credit		$ 80,100,000
Watco Companies LLC
Commitments and Contingencies Disclosure [Line Items]
Equity method investment, percentage of ownership interest		50.00%
Minimum
Commitments and Contingencies Disclosure [Line Items]
Period for remedial action	4 years	2 years
Cleanup expenses	$ 790,000,000
Maximum
Commitments and Contingencies Disclosure [Line Items]
Period for remedial action	18 years	28 years
Cleanup expenses	$ 2,400,000,000
Portland Harbor Site | Minimum
Commitments and Contingencies Disclosure [Line Items]
Cleanup expenses		$ 169,000,000
Portland Harbor Site | Maximum
Commitments and Contingencies Disclosure [Line Items]
Cleanup expenses		1,800,000,000
Area Of Willamette River Adjacent to the Company's Portland, Oregon Manufacturing Facility | Minimum
Commitments and Contingencies Disclosure [Line Items]
Cleanup expenses		9,000,000
Area Of Willamette River Adjacent to the Company's Portland, Oregon Manufacturing Facility | Maximum
Commitments and Contingencies Disclosure [Line Items]
Cleanup expenses		$ 163,000,000

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Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands	Nov. 30, 2015		Aug. 31, 2015
Assets:
Nonqualified savings plan investments	$ 13,481		$ 11,815
Fair Value, Measurements, Recurring
Assets:
Derivative financial instruments	6,996		1,913
Nonqualified savings plan investments	13,481		11,815
Cash equivalents	5,074		5,071
Assets, Fair Value Disclosure, Total	25,551		18,799
Liabilities:
Derivative financial instruments	9,835		3,206
Fair Value, Inputs, Level 1 | Fair Value, Measurements, Recurring
Assets:
Nonqualified savings plan investments	13,481		11,815
Cash equivalents	5,074		5,071
Assets, Fair Value Disclosure, Total	18,555		16,886
Fair Value, Inputs, Level 2 | Fair Value, Measurements, Recurring
Assets:
Derivative financial instruments	6,996	[1]	1,913
Assets, Fair Value Disclosure, Total	6,996	[1]	1,913
Liabilities:
Derivative financial instruments	$ 9,835	[1]	$ 3,206

[1] Level 2 assets and liabilities include derivative financial instruments that are valued based on observable inputs. See Note 10 Derivative Instruments for further discussion.

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Guarantor/Non Guarantor - Additional Information (Detail)	3 Months Ended
	Nov. 30, 2015
Guarantor Obligations [Line Items]
Percentage of ownership in subsidiaries	100.00%

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Condensed Consolidating Balance Sheet (Detail) - USD ($) $ in Thousands	Nov. 30, 2015	Aug. 31, 2015	Nov. 30, 2014	Aug. 31, 2014
Assets
Cash and cash equivalents	$ 197,633	$ 172,930	$ 118,958	$ 184,916
Restricted cash	9,818	8,869
Accounts receivable, net	237,213	196,029
Inventories	444,023	445,535
Leased railcars for syndication	238,911	212,534
Equipment on operating leases, net	252,641	255,391
Property, plant and equipment, net	307,196	303,135
Investment in unconsolidated affiliates	86,658	87,270
Intangibles and other assets, net	76,157	65,554
Goodwill	43,265	43,265
Total assets	1,893,515	1,790,512
Liabilities and Equity
Revolving notes	163,888	50,888
Accounts payable and accrued liabilities	384,670	455,213
Deferred income taxes	63,483	60,657
Deferred revenue	42,351	33,836
Notes payable	324,668	326,429
Total equity Greenbrier	771,945	732,838
Noncontrolling interest	142,510	130,651
Total equity	914,455	863,489	596,168	573,721
Liabilities and Equity	1,893,515	1,790,512
Parent
Assets
Cash and cash equivalents	46,071	53,535	78,347	149,747
Accounts receivable, net	7,366	49,471
Property, plant and equipment, net	8,520	8,402
Investment in unconsolidated affiliates	1,283,522	1,209,698
Intangibles and other assets, net	20,626	15,895
Total assets	1,366,105	1,337,001
Liabilities and Equity
Revolving notes	162,000	49,000
Accounts payable and accrued liabilities	275,274	421,249
Deferred income taxes	22,972
Notes payable	133,914	133,914
Total equity Greenbrier	771,945	732,838
Total equity	771,945	732,838
Liabilities and Equity	1,366,105	1,337,001
Combined Guarantor Subsidiaries
Assets
Cash and cash equivalents	2,528	119	1,577	112
Restricted cash	2,914	1,966
Accounts receivable, net	420,870	535,916
Inventories	256,401	191,625
Leased railcars for syndication	242,050	228,646
Equipment on operating leases, net	252,559	255,130
Property, plant and equipment, net	102,437	102,738
Investment in unconsolidated affiliates	171,405	169,659
Intangibles and other assets, net	51,211	46,387
Goodwill	43,265	43,265
Total assets	1,545,640	1,575,451
Liabilities and Equity
Accounts payable and accrued liabilities	204,526	282,662
Deferred income taxes	61,968	72,326
Deferred revenue	37,577	33,792
Notes payable	189,661	191,422
Total equity Greenbrier	1,051,908	995,249
Total equity	1,051,908	995,249
Liabilities and Equity	1,545,640	1,575,451
Combined Non-Guarantor Subsidiaries
Assets
Cash and cash equivalents	149,034	119,276	$ 39,034	$ 35,057
Restricted cash	6,904	6,903
Accounts receivable, net	40,725	24,415
Inventories	199,708	257,619
Equipment on operating leases, net	2,698	2,901
Property, plant and equipment, net	196,239	191,995
Investment in unconsolidated affiliates	20,356	21,369
Intangibles and other assets, net	15,944	14,235
Total assets	631,608	638,713
Liabilities and Equity
Revolving notes	1,888	1,888
Accounts payable and accrued liabilities	184,587	208,538
Notes payable	1,093	1,093
Total equity Greenbrier	301,839	296,852
Noncontrolling interest	142,201	130,342
Total equity	444,040	427,194
Liabilities and Equity	631,608	638,713
Eliminations
Assets
Accounts receivable, net	(231,748)	(413,773)
Inventories	(12,086)	(3,709)
Leased railcars for syndication	(3,139)	(16,112)
Equipment on operating leases, net	(2,616)	(2,640)
Investment in unconsolidated affiliates	(1,388,625)	(1,313,456)
Intangibles and other assets, net	(11,624)	(10,963)
Total assets	(1,649,838)	(1,760,653)
Liabilities and Equity
Accounts payable and accrued liabilities	(279,717)	(457,236)
Deferred income taxes	(21,457)	(11,669)
Deferred revenue	4,774	44
Total equity Greenbrier	(1,353,747)	(1,292,101)
Noncontrolling interest	309	309
Total equity	(1,353,438)	(1,291,792)
Liabilities and Equity	$ (1,649,838)	$ (1,760,653)

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Condensed Consolidating Statement of Income (Detail) - USD ($) $ in Thousands	3 Months Ended
	Nov. 30, 2015	Nov. 30, 2014
Revenue
Revenue	$ 802,389	$ 495,058
Cost of revenue
Cost of revenue	617,624	406,990
Margin	184,765	88,068
Selling and administrative	36,549	33,729
Net gain on disposition of equipment	(269)	(83)
Earnings (loss) from operations	148,485	54,422
Other costs
Interest and foreign exchange	5,436	3,141
Earnings (loss) before income taxes and earnings (loss) from unconsolidated affiliates	143,049	51,281
Income tax (expense) benefit	(44,719)	(16,054)
Earnings (loss) before earnings (loss) from unconsolidated affiliates	98,330	35,227
Earnings (loss) from unconsolidated affiliates	383	755
Net earnings (loss)	98,713	35,982
Net (earnings) loss attributable to noncontrolling interest	(29,280)	(3,196)
Net earnings (loss) attributable to Greenbrier	69,433	32,786
Adjustments
Other costs
Net earnings (loss)	98,713	35,982
Manufacturing
Revenue
Revenue	698,661	379,949
Cost of revenue
Cost of revenue	533,033	316,037
Earnings (loss) from operations	153,704	52,051
Wheels & Parts
Revenue
Revenue	78,729	86,624
Cost of revenue
Cost of revenue	73,002	76,872
Earnings (loss) from operations	3,403	7,932
Leasing & Services
Revenue
Revenue	24,999	28,485
Cost of revenue
Cost of revenue	11,589	14,081
Earnings (loss) from operations	9,958	11,042
Parent
Revenue
Revenue	5,987	(122)
Cost of revenue
Margin	5,987	(122)
Selling and administrative	16,415	15,788
Earnings (loss) from operations	(10,428)	(15,910)
Other costs
Interest and foreign exchange	3,234	2,985
Earnings (loss) before income taxes and earnings (loss) from unconsolidated affiliates	(13,662)	(18,895)
Income tax (expense) benefit	(4,743)	(1,210)
Earnings (loss) before earnings (loss) from unconsolidated affiliates	(18,405)	(20,105)
Earnings (loss) from unconsolidated affiliates	87,838	52,891
Net earnings (loss)	69,433	32,786
Net earnings (loss) attributable to Greenbrier	69,433	32,786
Parent | Adjustments
Other costs
Net earnings (loss)	69,433
Parent | Manufacturing
Revenue
Revenue	5,143
Parent | Leasing & Services
Revenue
Revenue	844	(122)
Combined Guarantor Subsidiaries
Revenue
Revenue	475,108	390,743
Cost of revenue
Cost of revenue	382,493	328,415
Margin	92,615	62,328
Selling and administrative	9,086	7,695
Net gain on disposition of equipment	(156)	(83)
Earnings (loss) from operations	83,685	54,716
Other costs
Interest and foreign exchange	1,373	1,606
Earnings (loss) before income taxes and earnings (loss) from unconsolidated affiliates	82,312	53,110
Income tax (expense) benefit	(27,320)	(19,993)
Earnings (loss) before earnings (loss) from unconsolidated affiliates	54,992	33,117
Earnings (loss) from unconsolidated affiliates	1,974	5,383
Net earnings (loss)	56,966	38,500
Net earnings (loss) attributable to Greenbrier	56,966	38,500
Combined Guarantor Subsidiaries | Adjustments
Other costs
Net earnings (loss)	56,966
Combined Guarantor Subsidiaries | Manufacturing
Revenue
Revenue	371,845	273,812
Cost of revenue
Cost of revenue	297,538	235,652
Combined Guarantor Subsidiaries | Wheels & Parts
Revenue
Revenue	79,081	88,465
Cost of revenue
Cost of revenue	73,342	78,658
Combined Guarantor Subsidiaries | Leasing & Services
Revenue
Revenue	24,182	28,466
Cost of revenue
Cost of revenue	11,613	14,105
Combined Non-Guarantor Subsidiaries
Revenue
Revenue	511,992	365,746
Cost of revenue
Cost of revenue	425,466	313,773
Margin	86,526	51,973
Selling and administrative	10,923	10,111
Net gain on disposition of equipment	1
Earnings (loss) from operations	75,602	41,862
Other costs
Interest and foreign exchange	829	(1,450)
Earnings (loss) before income taxes and earnings (loss) from unconsolidated affiliates	74,773	43,312
Income tax (expense) benefit	(12,583)	(4,825)
Earnings (loss) before earnings (loss) from unconsolidated affiliates	62,190	38,487
Earnings (loss) from unconsolidated affiliates	(362)	47
Net earnings (loss)	61,828	38,534
Net (earnings) loss attributable to noncontrolling interest	(29,542)	(16,148)
Net earnings (loss) attributable to Greenbrier	32,286	22,386
Combined Non-Guarantor Subsidiaries | Adjustments
Other costs
Net earnings (loss)	61,828
Combined Non-Guarantor Subsidiaries | Manufacturing
Revenue
Revenue	511,992	365,746
Cost of revenue
Cost of revenue	425,466	313,773
Eliminations
Revenue
Revenue	(190,698)	(261,309)
Cost of revenue
Cost of revenue	(190,335)	(235,198)
Margin	(363)	(26,111)
Selling and administrative	125	135
Net gain on disposition of equipment	(114)
Earnings (loss) from operations	(374)	(26,246)
Other costs
Earnings (loss) before income taxes and earnings (loss) from unconsolidated affiliates	(374)	(26,246)
Income tax (expense) benefit	(73)	9,974
Earnings (loss) before earnings (loss) from unconsolidated affiliates	(447)	(16,272)
Earnings (loss) from unconsolidated affiliates	(89,067)	(57,566)
Net earnings (loss)	(89,514)	(73,838)
Net (earnings) loss attributable to noncontrolling interest	262	12,952
Net earnings (loss) attributable to Greenbrier	(89,252)	(60,886)
Eliminations | Adjustments
Other costs
Net earnings (loss)	(89,514)
Eliminations | Manufacturing
Revenue
Revenue	(190,319)	(259,609)
Cost of revenue
Cost of revenue	(189,971)	(233,388)
Eliminations | Wheels & Parts
Revenue
Revenue	(352)	(1,841)
Cost of revenue
Cost of revenue	(340)	(1,786)
Eliminations | Leasing & Services
Revenue
Revenue	(27)	141
Cost of revenue
Cost of revenue	$ (24)	$ (24)

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Condensed Consolidating Statement of Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands		3 Months Ended
		Nov. 30, 2015	Nov. 30, 2014
Condensed Statement of Income Captions [Line Items]
Net earnings (loss)		$ 98,713	$ 35,982
Other comprehensive income (loss)
Translation adjustment		(3,967)	(3,450)
Reclassification of derivative financial instruments recognized in net earnings (loss)	[1]	492	289
Unrealized gain (loss) on derivative financial instruments	[2]	(6,052)	(306)
Other (net of tax effect)			(2)
Other comprehensive income (loss)		(9,527)	(3,469)
Comprehensive income (loss)		89,186	32,513
Comprehensive (income) loss attributable to noncontrolling interest		(29,207)	(3,148)
Comprehensive income (loss) attributable to Greenbrier		59,979	29,365
Parent
Condensed Statement of Income Captions [Line Items]
Net earnings (loss)		69,433	32,786
Other comprehensive income (loss)
Unrealized gain (loss) on derivative financial instruments		68
Other comprehensive income (loss)		68
Comprehensive income (loss)		69,501	32,786
Comprehensive income (loss) attributable to Greenbrier		69,501	32,786
Combined Guarantor Subsidiaries
Condensed Statement of Income Captions [Line Items]
Net earnings (loss)		56,966	38,500
Other comprehensive income (loss)
Reclassification of derivative financial instruments recognized in net earnings (loss)		276	283
Unrealized gain (loss) on derivative financial instruments		(366)	(831)
Other comprehensive income (loss)		(90)	(548)
Comprehensive income (loss)		56,876	37,952
Comprehensive income (loss) attributable to Greenbrier		56,876	37,952
Combined Non-Guarantor Subsidiaries
Condensed Statement of Income Captions [Line Items]
Net earnings (loss)		61,828	38,534
Other comprehensive income (loss)
Translation adjustment		(3,967)	(3,450)
Reclassification of derivative financial instruments recognized in net earnings (loss)		216	6
Unrealized gain (loss) on derivative financial instruments		(5,754)	525
Other (net of tax effect)			(2)
Other comprehensive income (loss)		(9,505)	(2,921)
Comprehensive income (loss)		52,323	35,613
Comprehensive (income) loss attributable to noncontrolling interest		(29,469)	(16,100)
Comprehensive income (loss) attributable to Greenbrier		22,854	19,513
Eliminations
Condensed Statement of Income Captions [Line Items]
Net earnings (loss)		(89,514)	(73,838)
Other comprehensive income (loss)
Comprehensive income (loss)		(89,514)	(73,838)
Comprehensive (income) loss attributable to noncontrolling interest		262	12,952
Comprehensive income (loss) attributable to Greenbrier		$ (89,252)	$ (60,886)

[1] Net of tax effect of $0.2 million and $0.2 million for the three months ended November 30, 2015 and 2014.

[2] Net of tax effect of $1.5 million and $0.4 million for the three months ended November 30, 2015 and 2014.

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Condensed Consolidating Statement of Cash Flows (Detail) - USD ($) $ in Thousands	3 Months Ended
	Nov. 30, 2015	Nov. 30, 2014
Cash flows from operating activities:
Net earnings (loss)	$ 98,713	$ 35,982
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:
Deferred income taxes	3,019	607
Depreciation and amortization	12,974	12,050
Net gain on disposition of equipment	(269)	(83)
Stock based compensation expense	5,301	3,411
Noncontrolling interest adjustment	262	12,952
Other	637	152
Decrease (increase) in assets:
Accounts receivable, net	(40,889)	7,806
Inventories	(274)	(67,642)
Leased railcars for syndication	(61,059)	(54,732)
Other	(3,578)	2,211
Increase (decrease) in liabilities:
Accounts payable and accrued liabilities	(77,605)	(13,032)
Deferred revenue	(723)	6,488
Net cash provided by (used in) operating activities	(63,491)	(53,830)
Cash flows from investing activities:
Proceeds from sales of assets	41,353	2,073
Capital expenditures	(15,595)	(31,314)
Decrease (increase) in restricted cash	(949)	(30)
Cash distribution from unconsolidated affiliates	616
Investment in and net advances to unconsolidated affiliates	(1,866)	(2,500)
Net cash provided by (used in) investing activities	23,559	(31,771)
Cash flows from financing activities:
Net changes in revolving notes with maturities of 90 days or less	113,000	15,000
Repayments of notes payable	(1,761)	(1,758)
Proceeds from revolving notes with maturities longer than 90 days		23,056
Debt issuance costs	(4,493)
Repayment of revolving notes with maturities longer than 90 days		(4,610)
Cash distribution to joint venture partner	(17,654)	(2,275)
Repurchase of stock	(20,203)	(21,730)
Decrease in restricted cash		11,000
Dividends	(105)
Excess tax benefit from restricted stock awards	2,827	2,970
Other	(6)
Net cash provided by (used in) financing activities	71,605	21,653
Effect of exchange rate changes	(6,970)	(2,010)
Increase (decrease) in cash and cash equivalents	24,703	(65,958)
Beginning of period	172,930	184,916
End of period	197,633	118,958
Parent
Cash flows from operating activities:
Net earnings (loss)	69,433	32,786
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:
Deferred income taxes	23,557	8,962
Depreciation and amortization	656	455
Stock based compensation expense	5,301	3,411
Decrease (increase) in assets:
Accounts receivable, net	42,106	(108)
Other	(823)	3,259
Increase (decrease) in liabilities:
Accounts payable and accrued liabilities	(226,275)	27,277
Net cash provided by (used in) operating activities	(86,045)	76,042
Cash flows from investing activities:
Capital expenditures	(774)	(839)
Cash distribution from unconsolidated affiliates	616
Investment in and net advances to unconsolidated affiliates	(85,213)	(87,576)
Net cash provided by (used in) investing activities	(85,371)	(88,415)
Cash flows from financing activities:
Net changes in revolving notes with maturities of 90 days or less	113,000	15,000
Debt issuance costs	(4,493)
Intercompany advances	72,857	(55,267)
Repurchase of stock	(20,203)	(21,730)
Dividends	(105)
Excess tax benefit from restricted stock awards	2,827	2,970
Net cash provided by (used in) financing activities	163,883	(59,027)
Effect of exchange rate changes	69
Increase (decrease) in cash and cash equivalents	(7,464)	(71,400)
Beginning of period	53,535	149,747
End of period	46,071	78,347
Combined Guarantor Subsidiaries
Cash flows from operating activities:
Net earnings (loss)	56,966	38,500
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:
Deferred income taxes	(10,358)	(8,264)
Depreciation and amortization	7,151	6,618
Net gain on disposition of equipment	(156)	(83)
Other	103
Decrease (increase) in assets:
Accounts receivable, net	200,971	25,614
Inventories	(64,776)	(11,166)
Leased railcars for syndication	(52,932)	(67,286)
Other	(3,086)	977
Increase (decrease) in liabilities:
Accounts payable and accrued liabilities	(78,626)	(38,790)
Deferred revenue	(723)	6,118
Net cash provided by (used in) operating activities	54,534	(47,762)
Cash flows from investing activities:
Proceeds from sales of assets	41,353	2,073
Capital expenditures	(3,668)	(11,845)
Decrease (increase) in restricted cash	(948)	(30)
Investment in and net advances to unconsolidated affiliates	(1,345)	(4,675)
Net cash provided by (used in) investing activities	35,392	(14,477)
Cash flows from financing activities:
Repayments of notes payable	(1,761)	(1,758)
Intercompany advances	(85,925)	55,477
Decrease in restricted cash		11,000
Net cash provided by (used in) financing activities	(87,686)	64,719
Effect of exchange rate changes	169	(1,015)
Increase (decrease) in cash and cash equivalents	2,409	1,465
Beginning of period	119	112
End of period	2,528	1,577
Combined Non-Guarantor Subsidiaries
Cash flows from operating activities:
Net earnings (loss)	61,828	38,534
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:
Deferred income taxes	(1,053)	(91)
Depreciation and amortization	5,191	5,001
Net gain on disposition of equipment	1
Other	534	152
Decrease (increase) in assets:
Accounts receivable, net	(30,333)	15,362
Inventories	56,125	(56,454)
Other	(17,324)	475
Increase (decrease) in liabilities:
Accounts payable and accrued liabilities	(22,257)	4,686
Deferred revenue		370
Net cash provided by (used in) operating activities	52,712	8,035
Cash flows from investing activities:
Capital expenditures	(11,153)	(19,024)
Decrease (increase) in restricted cash	(1)
Net cash provided by (used in) investing activities	(11,154)	(19,024)
Cash flows from financing activities:
Proceeds from revolving notes with maturities longer than 90 days		23,056
Repayment of revolving notes with maturities longer than 90 days		(4,610)
Cash distribution to joint venture partner	(17,654)	(2,275)
Intercompany advances	13,068	(210)
Other	(6)
Net cash provided by (used in) financing activities	(4,592)	15,961
Effect of exchange rate changes	(7,208)	(995)
Increase (decrease) in cash and cash equivalents	29,758	3,977
Beginning of period	119,276	35,057
End of period	149,034	39,034
Eliminations
Cash flows from operating activities:
Net earnings (loss)	(89,514)	(73,838)
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:
Deferred income taxes	(9,127)
Depreciation and amortization	(24)	(24)
Net gain on disposition of equipment	(114)
Noncontrolling interest adjustment	262	12,952
Decrease (increase) in assets:
Accounts receivable, net	(253,633)	(33,062)
Inventories	8,377	(22)
Leased railcars for syndication	(8,127)	12,554
Other	17,655	(2,500)
Increase (decrease) in liabilities:
Accounts payable and accrued liabilities	249,553	(6,205)
Net cash provided by (used in) operating activities	(84,692)	(90,145)
Cash flows from investing activities:
Capital expenditures		394
Investment in and net advances to unconsolidated affiliates	84,692	89,751
Net cash provided by (used in) investing activities	$ 84,692	$ 90,145