Guarantor/Non-Guarantor (Tables)

9 Months Ended

May 31, 2016

Condensed Consolidating Balance Sheet

The Greenbrier Companies, Inc.

Condensed Consolidating Balance Sheet

May 31, 2016

(In thousands, unaudited)

	Parent		Combined Guarantor Subsidiaries		Combined Non- Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Cash and cash equivalents	$	55,717	$	1,263	$	157,460	$	—		$	214,440
Restricted cash		—		1,765		6,904		—			8,669
Accounts receivable, net		3,736		585,797		49,529		(425,552	)		213,510
Inventories		—		272,481		198,455		(12,868	)		458,068
Leased railcars for syndication		—		139,827		—		(3,015	)		136,812
Equipment on operating leases, net		—		232,900		2,709		(2,818	)		232,791
Property, plant and equipment, net		9,139		104,302		204,569		—			318,010
Investment in unconsolidated affiliates		1,367,146		198,977		21,056		(1,497,882	)		89,297
Intangibles and other assets, net		21,185		44,083		14,036		(8,282	)		71,022
Goodwill		—		43,265		—		—			43,265
	$	1,456,923	$	1,624,660	$	654,718	$	(1,950,417	)	$	1,785,884
Liabilities and Equity
Revolving notes	$	—	$	—	$	—	$	—		$	—
Accounts payable and accrued liabilities		449,757		223,954		170,823		(473,882	)		370,652
Deferred income taxes		14,415		54,090		—		(18,115	)		50,390
Deferred revenue		32,732		30,870		281		4,275			68,158
Notes payable		119,933		186,000		875		—			306,808
Total equity - Greenbrier		840,086		1,129,746		332,880		(1,462,626	)		840,086
Noncontrolling interest		—		—		149,859		(69	)		149,790
Total equity		840,086		1,129,746		482,739		(1,462,695	)		989,876
	$	1,456,923	$	1,624,660	$	654,718	$	(1,950,417	)	$	1,785,884

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 May 31, 2016

(In thousands, unaudited)

	Parent			Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenue
Manufacturing	$	(1,055	)	$	235,613		$	419,441		$	(195,505	)	$	458,494
Wheels & Parts		—			82,292			—			(3,875	)		78,417
Leasing & Services		1,294			74,668			—			(7	)		75,955
		239			392,573			419,441			(199,387	)		612,866
Cost of revenue
Manufacturing		—			216,829			334,498			(198,552	)		352,775
Wheels & Parts		—			73,475			—			(3,657	)		69,818
Leasing & Services		—			63,201			—			(26	)		63,175
		—			353,505			334,498			(202,235	)		485,768
Margin		239			39,068			84,943			2,848			127,098
Selling and administrative expense		22,933			10,672			9,494			181			43,280
Net (gain) loss on disposition of equipment		—			(308	)		254			(257	)		(311	)
Earnings (loss) from operations		(22,694	)		28,704			75,195			2,924			84,129
Other costs
Interest and foreign exchange		2,069			1,910			(83	)		(184	)		3,712
Earnings (loss) before income taxes and earnings (loss) from unconsolidated affiliates		(24,763	)		26,794			75,278			3,108			80,417
Income tax (expense) benefit		1,460			(7,556	)		(15,244	)		(1,109	)		(22,449	)
Earnings (loss) before earnings (loss) from unconsolidated affiliates		(23,303	)		19,238			60,034			1,999			57,968
Earnings (loss) from unconsolidated affiliates		58,655			15,452			348			(72,891	)		1,564
Net earnings (loss)		35,352			34,690			60,382			(70,892	)		59,532
Net (earnings) loss attributable to noncontrolling interest		—			—			(22,579	)		(1,601	)		(24,180	)
Net earnings (loss) attributable to Greenbrier	$	35,352		$	34,690		$	37,803		$	(72,493	)	$	35,352

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Income

For the nine months ended May 31, 2016

(In thousands, unaudited)

	Parent			Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenue
Manufacturing	$	1,992		$	862,856		$	1,336,226		$	(589,388	)	$	1,611,686
Wheels & Parts		—			252,744			—			(5,140	)		247,604
Leasing & Services		1,354			223,683			1			6			225,044
		3,346			1,339,283			1,336,227			(594,522	)		2,084,334
Cost of revenue
Manufacturing		—			745,419			1,089,603			(587,387	)		1,247,635
Wheels & Parts		—			228,969			—			(4,761	)		224,208
Leasing & Services		—			180,814			—			(77	)		180,737
		—			1,155,202			1,089,603			(592,225	)		1,652,580
Margin		3,346			184,081			246,624			(2,297	)		431,754
Selling and administrative expense		56,825			30,517			30,216			515			118,073
Net (gain) loss on disposition of equipment		—			(10,950	)		256			(632	)		(11,326	)
Earnings (loss) from operations		(53,479	)		164,514			216,152			(2,180	)		325,007
Other costs
Interest and foreign exchange		8,409			5,182			(2,556	)		(470	)		10,565
Earnings (loss) before income taxes and earnings (loss) from unconsolidated affiliates		(61,888	)		159,332			218,708			(1,710	)		314,442
Income tax (expense) benefit		(2,063	)		(52,706	)		(38,171	)		38			(92,902	)
Earnings (loss) before earnings (loss) from unconsolidated affiliates		(63,951	)		106,626			180,537			(1,672	)		221,540
Earnings (loss) from unconsolidated affiliates		213,604			29,558			(16	)		(240,225	)		2,921
Net earnings (loss)		149,653			136,184			180,521			(241,897	)		224,461
Net (earnings) loss attributable to noncontrolling interest		—			—			(76,023	)		1,215			(74,808	)
Net earnings (loss) attributable to Greenbrier	$	149,653		$	136,184		$	104,498		$	(240,682	)	$	149,653

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Income

For the three months ended May 31, 2015

(In thousands, unaudited)

	Parent			Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenue
Manufacturing	$	—		$	280,928		$	492,302		$	(179,854	)	$	593,376
Wheels & Parts		—			98,746			—			(1,339	)		97,407
Leasing & Services		(90	)		23,762			—			151			23,823
		(90	)		403,436			492,302			(181,042	)		714,606
Cost of revenue
Manufacturing		—			230,143			418,273			(182,758	)		465,658
Wheels & Parts		—			91,131			—			(1,486	)		89,645
Leasing & Services		—			10,041			—			(24	)		10,017
		—			331,315			418,273			(184,268	)		565,320
Margin		(90	)		72,121			74,029			3,226			149,286
Selling and administrative expense		24,851			10,688			9,912			144			45,595
Net (gain) loss on disposition of equipment		—			(724	)		7			(3	)		(720	)
Earnings (loss) from operations		(24,941	)		62,157			64,110			3,085			104,411
Other costs
Interest and foreign exchange		3,240			1,649			(604	)		—			4,285
Earnings (loss) before income taxes and earnings (loss) from unconsolidated affiliates		(28,181	)		60,508			64,714			3,085			100,126
Income tax (expense) benefit		4,215			(26,025	)		(7,888	)		(1,085	)		(30,783	)
Earnings (loss) before earnings (loss) from unconsolidated affiliates		(23,966	)		34,483			56,826			2,000			69,343
Earnings (loss) from unconsolidated affiliates		66,777			5,142			47			(70,984	)		982
Net earnings (loss)		42,811			39,625			56,873			(68,984	)		70,325
Net earnings attributable to noncontrolling interest		—			—			(26,415	)		(1,099	)		(27,514	)
Net earnings (loss) attributable to Greenbrier	$	42,811		$	39,625		$	30,458		$	(70,083	)	$	42,811

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Income

For the nine months ended May 31, 2015

(In thousands, unaudited)

	Parent			Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenue
Manufacturing	$	—		$	877,405		$	1,285,603		$	(684,442	)	$	1,478,566
Wheels & Parts		—			290,917			—			(4,246	)		286,671
Leasing & Services		83			74,064			1			428			74,576
		83			1,242,386			1,285,604			(688,260	)		1,839,813
Cost of revenue
Manufacturing		—			735,414			1,091,498			(641,990	)		1,184,922
Wheels & Parts		—			263,755			—			(4,470	)		259,285
Leasing & Services		—			33,014			—			(72	)		32,942
		—			1,032,183			1,091,498			(646,532	)		1,477,149
Margin		83			210,203			194,106			(41,728	)		362,664
Selling and administrative expense		55,116			26,905			30,169			33			112,223
Net (gain) loss on disposition of equipment		—			(927	)		7			(4	)		(924	)
Earnings (loss) from operations		(55,033	)		184,225			163,930			(41,757	)		251,365
Other costs
Interest and foreign exchange		9,345			4,998			(4,988	)		—			9,355
Earnings (loss) before income taxes and earnings (loss) from unconsolidated affiliates		(64,378	)		179,227			168,918			(41,757	)		242,010
Income tax (expense) benefit		(4,476	)		(62,438	)		(22,559	)		13,264			(76,209	)
Earnings (loss) before earnings (loss) from unconsolidated affiliates		(68,854	)		116,789			146,359			(28,493	)		165,801
Earnings (loss) from unconsolidated affiliates		194,802			21,377			142			(214,769	)		1,552
Net earnings (loss)		125,948			138,166			146,501			(243,262	)		167,353
Net (earnings) loss attributable to noncontrolling interest		—			—			(61,992	)		20,587			(41,405	)
Net earnings (loss) attributable to Greenbrier	$	125,948		$	138,166		$	84,509		$	(222,675	)	$	125,948

Condensed Consolidating Statement of Comprehensive Income (Loss)

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Comprehensive Income (Loss)

For the three months ended May 31, 2016

(In thousands, unaudited)

(In thousands)	Parent		Combined Guarantor Subsidiaries		Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net earnings (loss)	$	35,352	$	34,690	$	60,382		$	(70,892	)	$	59,532
Other comprehensive income (loss)
Translation adjustment		—		—		1,477			—			1,477
Reclassification of derivative financial instruments recognized in net earnings (loss)		—		230		429			—			659
Unrealized gain on derivative financial instruments		5		3		1,105			—			1,113
Other (net of tax effect)		—		—		7			—			7
		5		233		3,018			—			3,256
Comprehensive income (loss)		35,357		34,923		63,400			(70,892	)		62,788
Comprehensive (income) loss attributable to noncontrolling interest		—		—		(22,594	)		(1,601	)		(24,195	)
Comprehensive income (loss) attributable to Greenbrier	$	35,357	$	34,923	$	40,806		$	(72,493	)	$	38,593

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Comprehensive Income (Loss)

For the nine months ended May 31, 2016

(In thousands, unaudited)

(In thousands)	Parent			Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net earnings (loss)	$	149,653		$	136,184		$	180,521		$	(241,897	)	$	224,461
Other comprehensive income (loss)
Translation adjustment		1,527			—			(3,655	)		(1,527	)		(3,655	)
Reclassification of derivative financial instruments recognized in net earnings (loss)		—			746			964			—			1,710
Unrealized loss on derivative financial instruments		(23	)		(1,409	)		(4,985	)		—			(6,417	)
Other (net of tax effect)		—			—			1			—			1
		1,504			(663	)		(7,675	)		(1,527	)		(8,361	)
Comprehensive income (loss)		151,157			135,521			172,846			(243,424	)		216,100
Comprehensive (income) loss attributable to noncontrolling interest		—			—			(75,976	)		1,215			(74,761	)
Comprehensive income (loss) attributable to Greenbrier	$	151,157		$	135,521		$	96,870		$	(242,209	)	$	141,339

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Comprehensive Income (Loss)

For the three months ended May 31, 2015

(In thousands, unaudited)

(In thousands)	Parent		Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net earnings (loss)	$	42,811	$	39,625		$	56,873		$	(68,984	)	$	70,325
Other comprehensive income (loss)
Translation adjustment		—		(18	)		(1,281	)		—			(1,299	)
Reclassification of derivative financial instruments recognized in net earnings (loss)		—		275			(529	)		—			(254	)
Unrealized gain (loss) on derivative financial instruments		—		(443	)		550			—			107
Other (net of tax effect)		—		—			93			—			93
		—		(186	)		(1,167	)		—			(1,353	)
Comprehensive income (loss)		42,811		39,439			55,706			(68,984	)		68,972
Comprehensive income attributable to noncontrolling interest		—		—			(26,398	)		(1,099	)		(27,497	)
Comprehensive income (loss) attributable to Greenbrier	$	42,811	$	39,439		$	29,308		$	(70,083	)	$	41,475

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Comprehensive Income (Loss)

For the nine months ended May 31, 2015

(In thousands, unaudited)

(In thousands)	Parent		Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net earnings (loss)	$	125,948	$	138,166		$	146,501		$	(243,262	)	$	167,353
Other comprehensive income (loss)
Translation adjustment		—		(137	)		(10,853	)		—			(10,990	)
Reclassification of derivative financial instruments recognized in net earnings (loss)		—		837			(420	)		—			417
Unrealized gain (loss) on derivative financial instruments		—		(1,640	)		1,633			—			(7	)
Other (net of tax effect)		—		—			99			—			99
		—		(940	)		(9,541	)		—			(10,481	)
Comprehensive income (loss)		125,948		137,226			136,960			(243,262	)		156,872
Comprehensive (income) loss attributable to noncontrolling interest		—		—			(61,840	)		20,587			(41,253	)
Comprehensive income (loss) attributable to Greenbrier	$	125,948	$	137,226		$	75,120		$	(222,675	)	$	115,619

Condensed Consolidating Statement of Cash Flows

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Cash Flows

For the nine months ended May 31, 2016

(In thousands, unaudited)

(In thousands)	Parent			Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net earnings (loss)	$	149,653		$	136,184		$	180,521		$	(241,897	)	$	224,461
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:
Deferred income taxes		15,000			(18,235	)		2,219			(9,127	)		(10,143	)
Depreciation and amortization		2,059			23,314			16,385			(77	)		41,681
Net gain on disposition of equipment		—			(10,950	)		256			(632	)		(11,326	)
Stock based compensation expense		19,055			—			—			—			19,055
Noncontrolling interest adjustment		—			—			—			837			837
Other		—			(32	)		596			—			564
Decrease (increase) in assets:
Accounts receivable, net		45,735			27,389			(27,697	)		(59,760	)		(14,333	)
Inventories		—			(82,518	)		58,013			9,159			(15,346	)
Leased railcars for syndication		—			36,802			—			(7,979	)		28,823
Other		(1,715	)		(1,666	)		(64,522	)		62,712			(5,191	)
Increase (decrease) in liabilities:
Accounts payable and accrued liabilities		(48,102	)		(59,664	)		(34,987	)		54,046			(88,707	)
Deferred revenue		32,732			(8,710	)		281			—			24,303
Net cash provided by (used in) operating activities		214,417			41,914			131,065			(192,718	)		194,678
Cash flows from investing activities:
Proceeds from sales of assets		—			88,697			10			—			88,707
Capital expenditures		(2,796	)		(18,480	)		(30,431	)		—			(51,707	)
Decrease (increase) in restricted cash		—			201			(1	)		—			200
Investment in and net advances to unconsolidated affiliates		(176,356	)		(26,977	)		—			194,245			(9,088	)
Cash distribution from unconsolidated affiliates		5,338			—			—			—			5,338
Net cash provided by (used in) investing activities		(173,814	)		43,441			(30,422	)		194,245			33,450
Cash flows from financing activities:
Net changes in revolving notes with maturities of 90 days or less		(49,000	)		—			—			—			(49,000	)
Proceeds from revolving notes with maturities longer than 90 days		—			—			—			—			—
Repayment of revolving notes with maturities longer than 90 days		—			—			(1,888	)		—			(1,888	)
Repayments of notes payable		(13,981	)		(5,261	)		(219	)		—			(19,461	)
Debt issuance costs		(4,160	)		—			—			—			(4,160	)
Intercompany advances		75,289			(77,270	)		1,981			—			—
Repurchase of stock		(33,498	)		—			—			—			(33,498	)
Dividends		(17,362	)		—			—			—			(17,362	)
Cash contribution to joint venture partner		—			—			(62,710	)		—			(62,710	)
Investment by joint venture partner		—			—			5,400			—			5,400
Excess tax benefit from restricted stock awards		2,786			—			—			—			2,786
Other		—			—			(7	)		—			(7	)
Net cash provided by (used in) financing activities		(39,926	)		(82,531	)		(57,443	)		—			(179,900	)
Effect of exchange rate changes		1,505			(1,680	)		(5,016	)		(1,527	)		(6,718	)
Increase (decrease) in cash and cash equivalents		2,182			1,144			38,184			—			41,510
Cash and cash equivalents
Beginning of period		53,535			119			119,276			—			172,930
End of period	$	55,717		$	1,263		$	157,460		$	—		$	214,440

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Cash Flows

For the nine months ended May 31, 2015

(In thousands, unaudited)

(In thousands)	Parent			Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net earnings (loss)	$	125,948		$	138,166		$	146,501		$	(243,262	)	$	167,353
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:
Deferred income taxes		(138	)		(8,000	)		2,893			—			(5,245	)
Depreciation and amortization		1,484			19,909			11,936			(71	)		33,258
Net (gain)loss on disposition of equipment		—			(927	)		7			(4	)		(924	)
Stock based compensation expense		13,176			—			—			—			13,176
Noncontrolling interest adjustments		—			—			—			20,371			20,371
Other		43			105			860			—			1,008
Decrease (increase) in assets:
Accounts receivable, net		50			(10,046	)		37,034			(35,807	)		(8,769	)
Inventories		—			(39,279	)		(87,156	)		1,529			(124,906	)
Leased railcars for syndication		—			(109,324	)		—			18,410			(90,914	)
Other		20,641			763			(33,634	)		10,564			(1,666	)
Increase (decrease) in liabilities:
Accounts payable and accrued liabilities		(3,824	)		25,612			9,112			(7,765	)		23,135
Deferred revenue		(122	)		4,078			(276	)		—			3,680
Net cash provided by (used in) operating activities		157,258			21,057			87,277			(236,035	)		29,557
Cash flows from investing activities:
Proceeds from sales of assets		—			4,623			5			—			4,628
Capital expenditures		(2,424	)		(18,807	)		(55,059	)		398			(75,892	)
Decrease (increase) in restricted cash		—			229			(1	)		—			228
Investment in and net advances to unconsolidated affiliates		(245,594	)		(19,966	)		—			235,637			(29,923	)
Cash distribution from unconsolidated affiliates		715			—			—			—			715
Net cash provided by (used in) investing activities		(247,303	)		(33,921	)		(55,055	)		236,035			(100,244	)
Cash flows from financing activities:
Net changes in revolving notes with maturities of 90 days or less		73,000			—			—			—			73,000
Proceeds from revolving notes with maturities longer than 90 days		—			—			42,563			—			42,563
Repayments of revolving notes with maturities longer than 90 days		—			—			(36,137	)		—			(36,137	)
Repayments of notes payable		(5	)		(5,280	)		(219	)		—			(5,504	)
Intercompany advances		(18,997	)		9,788			9,209			—			—
Repurchase of stock		(48,451	)		—			—			—			(48,451	)
Dividends		(12,069	)		—			—			—			(12,069	)
Decrease in restricted cash		—			11,000			—			—			11,000
Cash distributions to joint venture partner		—			—			(12,489	)		—			(12,489	)
Excess tax benefit from restricted stock awards		2,964			—			—			—			2,964
Other		(248	)		—			—			—			(248	)
Net cash provided by (used in) financing activities		(3,806	)		15,508			2,927			—			14,629
Effect of exchange rate changes		—			(2,269	)		(3,806	)		—			(6,075	)
Increase (decrease) in cash and cash equivalents		(93,851	)		375			31,343			—			(62,133	)
Cash and cash equivalents
Beginning of period		149,747			112			35,057			—			184,916
End of period	$	55,896		$	487		$	66,400		$	—		$	122,783